As filed with the Securities and Exchange Commission on September 28, 2016
File Nos. 333-159484 and 811-22298
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM N-1A

REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933
[X]
Pre-Effective Amendment No.               
[   ]
Post-Effective Amendment No.  237      
[X]
and/or
REGISTRATION STATEMENT UNDER INVESTMENT COMPANY ACT OF 1940
[X]
Amendment No.   241 
[X]
(Check appropriate box or boxes)
Starboard Investment Trust
(Exact Name of Registrant as Specified in Charter)
116 South Franklin Street, P. O. Box 69, Rocky Mount, NC  27802
(Address of Principal Executive Offices)
252-972-9922
(Registrant's Telephone Number, including Area Code)


Terrence O. Davis
Holland & Knight, LLP
1180 West Peachtree Street
Suite 1800 NW
Atlanta, GA 30309

Approximate Date of Proposed Public Offering:
As soon as practicable after the effective
 
date of this Registration Statement
It is proposed that this filing will become effective: (check appropriate box)

[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

STARBOARD INVESTMENT TRUST

CONTENTS OF REGISTRATION STATEMENT


This registration statement consists of the following papers and documents:

Cover Sheet
Contents of Registration Statement
Cavalier Funds
Part A – Prospectus
Part B – Statement of Additional Information
Part C – Other Information and Signature Page
Exhibit Index
Exhibits



PART A
 
FORM N-1A
PROSPECTUS
 

 
Cavalier Funds
Each a series of the
Starboard Investment Trust


PROSPECTUS
September 28, 2016

This prospectus contains information about the Cavalier Funds that you should know before investing. You should read this prospectus carefully before you invest or send money, and keep it for future reference.  For questions or for Shareholder Services, please call 1-800-773-3863.

Interim Investment Advisor
 
Cavalier Investments
50 Braintree Hill Office Park, Suite 105
Braintree, Massachusetts 02184
 
Cavalier Adaptive Income Fund
(Previously, the Cavalier Stable Income Fund)
Institutional Class Shares CADTX
Advisor Class Shares CADAX
Class P Shares CDTRX
 
 
Cavalier   Dividend Income Fund
Institutional Class Shares CDVDX
Advisor Class Shares CDVNX
Class P Shares CADDX
Cavalier Dynamic Growth Fund
Institutional Class Shares CDYGX
Advisor Class Shares CADYX
Class P Shares CDGPX
 
Cavalier Fundamental Growth Fund
Institutional Class Shares CAFGX
Advisor Class Shares CFGAX
Class P Shares CFUGX
Cavalier Global Opportunities Fund
Institutional Class Shares CATEX
Advisor Class Shares CATDX
Class P Shares CTEQX
 
Cavalier Hedged High Income Fund
Institutional Class Shares CHIIX
Advisor Class Shares CAHIX
Class P Shares CATHX
Cavalier Multi Strategist Fund
Institutional Class Shares CMSFX
Advisor Class Shares CMSYX
Class P Shares CAMPX
Cavalier Tactical Rotation Fund
Institutional Class Shares CTROX
Advisor Class Shares CATOX
Class P Shares CTRDX
 
Interim Investment Advisor
 
 
ARS Investment Management, LLC
629 Highland Avenue, Suite 200
Needham, MA  02494
 
Alpha Risk Dividend Hedged Equity Fund
( Previously, the Cavalier Hedged Equity Fund)
Institutional Class Shares CADTX
Advisor Class Shares CANOX
 
The securities offered by this prospectus have not been approved or disapproved by the Securities and Exchange Commission, nor has the Securities and Exchange Commission passed upon the adequacy of this prospectus.  Any representation to the contrary is a criminal offense.


 

TABLE OF CONTENTS
 
    Page
FUND SUMMARIES
1
Alpha Risk Hedged Dividend Equity Fund
1
Cavalier Adaptive Income Fund
11
Cavalier Dividend Income Fund
21
Cavalier Dynamic Growth Fund
27
Cavalier Fundamental Growth Fund
35
Cavalier Global Opportunities Fund
42
Cavalier Hedged High Income Fund
51
Cavalier Multi Strategist Fund
61
Cavalier Tactical Rotation Fund
70
Purchase and Sale of Fund Shares
78
Tax Information
78
Financial Intermediary Compensation
78
   
PRINCIPAL INVESTMENT OBJECTIVE, STRATEGIES, AND RISKS
79
Investment Objectives
79
Principal Investment Strategies for the Fund
79
Alpha Risk Hedged Dividend Equity Fund
80
Cavalier Adaptive Income Fund
81
Cavalier Dividend Income Fund
82
Cavalier Dynamic Growth Fund
82
Cavalier Fundamental Growth Fund
83
Cavalier Global Opportunities Fund
84
Cavalier Hedged High Income Fund
85
Cavalier Multi Strategist Fund
86
Cavalier Tactical Rotation Fund
87
Principal Investment Risks for the Funds
88
Non-Principal Investment Policies and Risks
98
   
MANAGEMENT OF THE FUNDS
100
Investment Advisors
100
Investment Sub- Advisors
102
Cavalier Adaptive Income Fund
102
Cavalier Dynamic Growth Fund
102
Cavalier Fundamental Growth Fund
103
Cavalier Global  Opportunities Fund
103
Cavalier Hedged High Income Fund
104
Cavalier Multi Strategist Fund
104
Cavalier Tactical Rotation Fund
105
Distributor
105
Additional Information on Expenses
106
   
INVESTING IN THE FUNDS
108
Purchase Options
108
Institutional Class Shares
109
Advisor Class Shares
109
Class P Shares
110
 
 


Buying or Selling Shares Through a Financial Intermediary
111
Purchasing Shares
111
Redeeming Shares
113
Frequent Purchases and Redemptions
117
   
OTHER IMPORTANT INFORMATION
119
Dividends, Distributions, and Taxes
119
Financial Highlights
119
Additional Information
Back Cover

ALPHA RISK HEDGED DIVIDEND EQUITY FUND
INVESTMENT OBJECTIVE
The Alpha Risk Hedged Dividend Equity Fund seeks to achieve total return through a combination of capital appreciation and current income.
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)
   
 
Institutional
Advisor
Maximum Sales Charge (Load) Imposed On Purchases
(as a % of offering price)

None

None
Maximum Deferred Sales Charge (Load)
(as a % of the lesser of amount purchased or redeemed)

None

1.00%
Redemption Fee
(as a % of amount redeemed; charge upon any redemption
of shares within 60 days of the issuance of such shares)

None

None
Exchange Fee
None
None
Annual Fund Operating Expenses
   
(expenses that you pay each year as a percentage of the value of your investment)
 
 
Institutional
Advisor
Management Fees
0.45%
0.45%
Distribution and/or Service (12b‑1) Fees
None
1.00%
Other Expenses
2.17%
2.17%
Acquired Fund Fees and Expenses 1
0.68%
0.68%
Total Annual Fund Operating Expenses
3.30%
4.30%
Less Fee Waiver and/or Expense Limitation 2
0.63%
0.63%
Total Annual Fund Operating Expenses After
Fee Waiver and/or Expense Limitation

2.67%

3.67%
1.   " Acquired Fund" means any investment company in which the Fund invests or has invested during the previous fiscal year.  The "Total Annual Fund Operating Expenses" and "Net Annual Fund Operating Expenses" will not match the Fund's gross and net expense ratios reported in the Financial Highlights from the Fund's financial statements , which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses.
2.   The Advisor has entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund's annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, extraordinary expenses, payments under the Rule 12b-1 distribution plan, and acquired fund fees and expenses) to not more than 1.99% of the average daily net assets of the Fund for the Institutional and Advisor Class shares. Net annual operating expenses for the Fund may exceed these limits to the extent that it incurs expenses enumerated above as exclusions. The Expense Limitation Agreement runs through September 30, 2017, and may not be terminated prior to that date except via action of the Trust's board of trustees. The Advisor cannot recoup from the Fund any amounts paid by the Advisor under the Expense Limitation Agreement.
1

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 the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$270
$957
$1,667
$3,552
Advisor
$469
$1,247
$2,137
$4,417
You would pay the following expenses if you did not redeem your shares:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$270
$957
$1,667
$3,552
Advisor
$369
$1,247
$2,137
$4,417
Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance.  During the most recent fiscal period, the Fund's portfolio turnover rate was 270.15% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund's interim investment advisor, ARS Investment Management, LLC (the "Advisor"), seeks to achieve the Fund's investment objective of total return by investing in no-load, institutional, and exchange-traded funds that are registered under the Investment Company Act of 1940 and not affiliated with the Fund ("Portfolio Funds") or making direct investments in portfolio securities based upon institutional research, recommendations, and trading signals from investment model managers (third party strategists whose advise the Advisor has discretion to implement) or other third-party research providers.
The Portfolio Funds and investment model managers will utilize alternative, or non-traditional, investment strategies and asset classes, principally the following: (i) long/short strategies that involve buying securities that are expected to increase in value and selling others short that are expected to decrease in value; (ii) market neutral strategies that seek to deliver consistent returns regardless of the direction the overall market movements, typically through a combination of long and short positions; (iii) managed futures strategies that take long and short investments in futures contracts and options on futures contracts; (iv) merger arbitrage strategies that attempt to profit from the successful completion of mergers and other corporate reorganizations; (v) commodity related strategies that invest in commodity-linked derivatives or directly in physical commodities, as well as in securities issued by companies principally engaged in the energy, metals, and agriculture industries; and (vi) currency strategies that attempt to profit by obtaining exposure to global currencies through forward contracts, spot transactions, and currency options.
2

The investments of the Fund and Portfolio Funds will be comprised of equity securities (common stock, preferred stock, convertible preferred stock, convertible bonds, and warrants) and fixed income securities (bonds, corporate debt securities, convertible securities, and government securities).  The Fund and Portfolio Funds will not be limited in their investments by market capitalization or sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Fund and Portfolio Funds may invest in fixed income securities of any maturity and any credit rating, including junk bonds, bonds of issuers in default, and unrated bonds.  The Portfolio Funds in which the Fund invests will have an investment objective similar to the Fund's or will otherwise hold permitted investments under the Fund's investment policies.  Although the Fund principally invests in Portfolio Funds with no sales related expenses or very low sales related expenses, the Fund is not precluded from investing in Portfolio Funds with sales-related expenses, redemption fees, and/or service fees.
The Advisor will sell a Portfolio Fund when a more attractive investment opportunity is identified or the Fund's portfolio needs to be rebalanced.  The Advisor also may sell a Portfolio Fund if there has been a change in management or unexplained deviation in strategy.  Decisions by the Advisor to sell other portfolio securities will be based upon the research, recommendations, and trading signals received from investment model managers, or may be based upon a decision by the Advisor to no longer utilize a particular investment model manager due to the Advisor's assessment of the integrity of the research.  As a result of this strategy, the Fund may have a relatively high level of portfolio turnover compared to other mutual funds.  Portfolio turnover will not be a limiting factor in making investment decisions.
The Fund may invest in options, futures contracts, and swaps for both speculative and hedging purposes.  These investments can be made as a substitute for taking a direct position in the underlying asset or as part of a strategy that is intended to reduce the exposure of the Fund to various risks.  To the extent that the Fund invests in options, futures contracts, and swaps, it will segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales), including those that derive their value from commodities, currencies, and real estate, and utilize leverage to acquire their underlying investments.
PRINCIPAL RISKS OF INVESTING IN THE FUND
The loss of your money is a principal risk of investing in the Fund.  Investments in the Fund are subject to investment risks, including the possible loss of some or the entire principal amount invested.  There can be no assurance that the Fund will be successful in meeting its investment objective.  The Fund will be subject to the following principal risks:
3

Fund of Funds Risk.  The Fund may operate as a "fund of funds."  The term "fund of funds" is typically used to describe investment companies, such as the Fund, whose principal investment strategy involves investing in other investment companies, including open-end mutual funds, closed-end funds, and exchange-traded funds.  Investments in other investment companies subject the Fund to additional operating and management fees and expenses.  Investors in the Fund will indirectly bear fees and expenses charged by the funds in which the Fund invests, in addition to the Fund's direct fees and expenses.  The Fund's performance depends in part upon the performance of the investment advisor to each Portfolio Fund, the strategies and instruments used by the Portfolio Funds, and the Advisor's ability to select Portfolio Funds and effectively allocate Fund assets among them .
Control of Portfolio Funds Risk.   The Portfolio Funds each have their own unique investment objective, strategies, and risks.  There is no guarantee that the Portfolio Funds will achieve their investment objectives and the Fund has exposure to the investment risks of the Portfolio Funds in direct proportion to the allocation of assets among the funds.  The investment policies of the Portfolio Funds may differ from the Fund's policies.
Although the Fund and the Advisor will evaluate regularly each Portfolio Fund to determine whether its investment program is consistent with the Fund's investment objective, the Advisor will not have any control over the investments made by a Portfolio Fund.  The investment advisor to each Portfolio Fund may change aspects of its investment strategies at any time.  The Advisor will not have the ability to control or otherwise influence the composition of the investment portfolio of a Portfolio Fund.
Market Risk.  Market risk refers to the possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market .  Market prices for securities change daily as a result of many factors, including developments affecting the condition of both individual companies and the market in general.  The price of a security may even be affected by factors unrelated to the value or condition of its issuer, including changes in interest rates, economic and political conditions, and general market conditions.  The Fund's performance per share will change daily in response to such factors .
Management Style Risk.  Different types of securities tend to shift into and out of favor with investors depending on market and economic conditions.  The returns from the types of Portfolio Funds and other securities purchased by the Fund (growth, value, etc.) may at times be better or worse than the returns from other types of funds.  Thus, the performance of the Fund may be better or worse than the performance of funds that focus on other types of investments, or that have a broader investment style.
Common Stock Risk.  Investments by the Fund and Portfolio Funds in shares of common stock may fluctuate in value response to many factors, including the activities of the individual issuers whose securities the Fund or Portfolio Fund owns, general market and economic conditions, interest rates, and specific industry changes.  Such price fluctuations subject the Fund to potential losses.  During temporary or extended bear markets, the value of common stocks will decline, which could also result in losses for the Fund.
4

Other Equity Securities Risk.  In addition to shares of common stock, the equity securities held by the Fund and Portfolio Funds may include preferred stocks, convertible preferred stocks, convertible bonds, and warrants.  Like shares of common stock, the value of these equity securities may fluctuate in response to many factors, including the activities of the issuer, general market and economic conditions, interest rates, and specific industry changes.  Also, regardless of any one company's particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund.
Large-Cap Securities Risk.  Stocks of large companies as a group can fall out of favor with the market, causing the Fund to underperform investments that have a greater focus on mid-cap or small-cap stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.
Small-Cap and Mid-Cap Securities Risk.   The Fund and Portfolio Funds may invest in securities of small-cap and mid-cap companies, which involves greater volatility than investing in larger and more established companies.  Small-cap and mid-cap companies can be subject to more abrupt or erratic share price changes than larger, more established companies.  Securities of these types of companies have limited market liquidity, and their prices may be more volatile.  You should expect that the value of the Fund's shares will be more volatile than a fund that invests exclusively in large-capitalization companies.
Fixed Income Risk.   Investments by the Fund and Portfolio Funds in fixed income securities will subject the Fund to the risks associated with such investments.  The prices of these securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers.  Fixed income securities tend to decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities.  Also, longer-term securities are more volatile, so the average maturity or duration of these securities affects risk.  Credit risk is the possibility that an issuer will fail to make timely payments of interest or principal or go bankrupt.  The lower the rating of a debt security, the greater its risks.
Interest Rate Risk.   Interest rates may rise resulting in a decrease in the value of the fixed income securities held by the Fund and Portfolio Funds or may fall resulting in an increase in the value of such securities.  Fixed income securities with longer maturities involve greater risk than those with shorter maturities.
Inflation Risk.   Fixed income securities held by the Fund and Portfolio Funds are subject to inflation risk.  Because inflation reduces the purchasing power of income produced by existing fixed income securities, the prices at which fixed income securities trade will be reduced to compensate for the fact that the income they produce is worth less.  This potential decrease in market value of fixed income securities would result in a loss in the value of the Fund's portfolio.
5

High-Yield Risk.   The Fund and Portfolio Funds may invest in junk bonds, including bonds of issuers in default, and other fixed income securities that are rated below investment grade.  Securities in this rating category are speculative and are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength.  Changes in economic conditions or other circumstances may have a greater effect on the ability of issuers of these securities to make principal and interest payments than they do on issuers of higher grade securities.  The retail secondary market for junk bonds may be less liquid than that of higher-rated securities and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices.  Additionally, these instruments are unsecured and may be subordinated to other creditor's claims.
Commodities Risk.   The Fund and Portfolio Funds may have exposure to the commodities markets.  The value of commodities related investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity.  The prices of industrial metals, precious metals, agriculture, and livestock commodities may fluctuate widely due to changes in value, supply and demand, and governmental regulatory policies.
Real Estate Risk.  The Fund and Portfolio Funds may invest in securities of issuers engaged in or related to the real estate industry.  Real estate related investments are subject to risks related to possible declines in the value of real estate; general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes, and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes, or other natural disasters; limitations on and variations in rents; and changes in interest rates.
Sector Risk.  If the Fund and Portfolio 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 Fund's share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries.
Foreign Securities and Emerging Markets Risk.   The Fund and Portfolio Funds may have significant investments in foreign securities, which have investment risks different from those associated with domestic securities.  The value of foreign investments may be affected by the value of the local currency relative to the U.S. dollar, changes in exchange control regulations, application of foreign tax laws, changes in governmental economic or monetary policy, or changed circumstances in dealings between nations.  There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities.  In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are often 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.  In addition to the risks of foreign securities in general, countries in emerging markets are more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
6

Derivatives Risk.  The Fund and the Portfolio Funds held by the Fund may use derivative instruments (specifically swaps for the purpose of exposure), which derive their value from the value of an underlying security, currency, or index.  Derivative instruments involve risks different from direct investments in the underlying assets, including: imperfect correlation between the value of the derivative instrument and the underlying assets; risks of default by the other party to the derivative instrument; risks that the transactions may result in losses of all or in excess of any gain in the portfolio positions; and risks that the transactions may not be liquid.
Short Sales Risk.   While the Fund will not short individual securities, the Portfolio Funds held by the Fund may sell securities short.  A short sale is a transaction in which the Portfolio Fund sells a security it does not own but has borrowed in anticipation that the market price of the security will decline.  The Portfolio Fund must replace the borrowed security by purchasing it at the market price at the time of replacement, which may be more or less than the price at which the Portfolio Fund sold the security.
Leverage Risk.  While the Fund will not utilize leverage (i.e., borrowing) when making investments, the Portfolio Funds held by the Fund may utilize leverage to acquire their underlying portfolio investments.  The use of leverage may exaggerate changes in a Portfolio Fund's share price and the return on its investments.  Accordingly, the value of the Fund's investments in Portfolio Funds may be more volatile and all other risks, including the risk of loss of an investment, tend to be compounded or magnified.  Borrowing also leads to additional interest expense and other fees that increase the Portfolio Fund's expenses.
Portfolio Turnover Risk.   The Advisor will sell Portfolio Funds and other securities when it is in the interests of the Fund and its shareholders to do so without regard to the length of time they have been held.  As portfolio turnover may involve paying brokerage commissions and other transaction costs, there could be additional expenses for the Fund.  High rates of portfolio turnover may also result in the realization of short-term capital gains and losses.  Any distributions resulting from such gains will be considered ordinary income for federal income tax purposes.
Swaps Risk.   The Fund or the Portfolio Funds may enter into equity, interest rate, index, credit default, and currency rate swap agreements, or "swaps" for the purpose of exposure to certain investments. Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged, are subject to the risk of that the counterparty may default on the obligation, and may be difficult to value.  Swaps may also be considered illiquid.
Investment Advisor Risk.  The Advisor's ability to choose suitable investments has a significant impact on the ability of the Fund to achieve its investment objectives. The Advisor became registered an investment advisor with the SEC in 2015. The Advisor does not have previous experience managing an investment company registered under the 1940 Act. The portfolio managers' experience is discussed in the section of this prospectus entitled "Management of the Funds – Investment Advisor."
7

Fixed-Income Market Risk.  The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates), which are at or near historic lows in the United States and in other countries. An unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund's shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund's share price and increase the fund's liquidity risk, fund expenses and/or taxable distributions.
PERFORMANCE INFORMATION
The bar chart and table shown on the following page provide an indication of the risks of investing in the Fund by showing changes in the Fund's Institutional Class Shares performance from year to year and by showing how the average annual total returns for each class compare to that of a broad-based securities market index.  The Fund's past performance is not necessarily an indication of how the Fund will perform in the future.  Updated information on the Fund's results can be obtained by visiting http://secure.ncfunds.com/TNC/fundpages /857 .htm for the Institutional Class Shares and by visiting http://secure.ncfunds.com/TNC/fundpages/ 858 .htm for the Advisor Class Shares.
[ Charts and Tables on Next Page ]
8


Institutional Class
Calendar Year Returns
 
Quarterly Returns
 
Highest and Lowest Returns During This Time Period
Highest return for a quarter
1.92%
Quarter ended
June 30, 2014
Lowest return for a quarter
-2.26%
Quarter ended
June 30, 2015
Year-to-date return as of most recent quarter
0.64%
Quarter ended
June 30, 2016
 
Average Annual Total Returns
Periods Ended December 31, 2015
Past 1
Year
Since
Inception*
Institutional Class Shares
Before taxes
After taxes on distributions
After taxes on distributions and sale of shares
-3.18 %
-3.31 %
-1.80 %
-0.92 %
-1.27 %
-0.92 %
Barclays 1-3 Month Treasury Index**
(reflects no deductions for fees and expenses)
0.03% 2.74%
Barclays Capital Global Aggregate Index
(reflects no deductions for fees and expenses)
0.03 %
0.04 %
Advisor Class Shares
Before taxes

-4.15 %

-1.66 %
Barclays 1-3 Month Treasury Index**
(reflects no deductions for fees and expenses)
0.03% 0.04%
Barclays Capital Global Aggregate Index
(reflects no deductions for fees and expenses)
0.03 %
0.04%
*The Institutional Class Shares began operating on September 20, 2012 .  The Advisor Class Shares began operating on September 26, 2012.
9

**In prior prospectuses, the Fund compared its performance against the Barclays Capital Global Aggregate Index.  The Advisor believes the Barclays 1-3 Month Treasury TR Index is a more appropriate and accurate index against which to compare the Fund's investment strategies and, therefore, the Barclays 1-3 Month Treasury TR Index will replace the Barclays Capital Global Aggregate Index in future comparisons.  The Barclays 1-3 Month Treasury Index includes all publicly issued zero-coupon U.S. Treasury Bills that have a remaining maturity of less than three month and more than one month, are rated investment grade, and have $250 million or  more of outstanding face value.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor's tax situation and may differ from those shown and are not applicable to investors who hold Fund shares through tax-deferred arrangements such as a 401(k) plan or an individual retirement account (IRA).  After-tax returns are shown for only one class of shares and after-tax returns will vary for other classes.
MANAGEMENT OF THE FUND'S PORTFOLIO
Investment Advisor. ARS Investment Management, LLC ("ARS"), serves as the Fund's interim investment advisor. The Trust's Board of Trustees has selected ARS to serve as the Fund's full investment advisor subject to a forthcoming shareholder meeting.
During most of the Fund's 2016 fiscal year, the Fund's investment adviser was Cavalier Investments. Prior to Cavalier Investments, the Fund's investment adviser was FolioMetrix, LLC.
Portfolio Managers. The Fund's portfolio managers are Timothy Dolan, Warren Mulhern and Charles Petrie. Mr. is the Founder, Managing Partner and Chairman of the Investment Committee for ARS Investment Management, LLC. Mr. Mulhern is the Chief Investment Officer and member of the Investment Committee for ARS Investment Management, LLC. Mr. Petrie is a Managing Director and member of the Investment Committee for ARS Investment Management, LLC.
10

CAVALIER ADAPTIVE INCOME FUND
INVESTMENT OBJECTIVES
The Cavalier Adaptive Income Fund seeks total return through a combination of capital appreciation and current income.
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)
     
 
Institutional
Advisor
Class P
Maximum Sales Charge (Load) Imposed On Purchases
   (as a % of offering price)

None

None

None
Maximum Deferred Sales Charge (Load)
   (as a % of the lesser of amount purchased or redeemed)

None

1.00%

None
Redemption Fee
   (as a % of amount redeemed)

None

None

None
Exchange Fee
None
None
None
Annual Fund Operating Expenses
     
(expenses that you pay each year as a percentage of the value of your investment)
 
Institutional
Advisor
Class P
Management Fees
0.45%
0.45%
0.45%
Distribution and/or Service (12b‑1) Fees
None
1.00%
None
Other Expenses
1.60%
1.60%
1.60%
Acquired Fund Fees and Expenses 1
0.40%
0.40%
0.40%
Total Annual Fund Operating Expenses
2.45%
3.45%
2.45%
   Less Fee Waiver and/or Expense  Limitation 2
0.75%
0.75%
0.60%
   Total Annual Fund Operating Expenses After
   Fee Waiver and/or Expense Limitation

1.70%

2.70%

1.85%
1. "Acquired Fund" means any investment company in which the Fund invests or has invested during the previous fiscal year.  The "Total Annual Fund Operating Expenses" and "Net Annual Fund Operating Expenses" will not match the Fund's gross and net expense ratios reported in the Financial Highlights from the Fund's financial statements , which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses.
2.  The Advisor has entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund's annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, extraordinary expenses, acquired fund fees and expenses, and payments under the Rule 12b-1 distribution plan) to not more than 1.30% of the average daily net assets of the Fund for Institutional and Advisor Class Shares, and to not more than 1.45% of the average daily net assets for Class P Shares. Net annual operating expenses for the Fund may exceed these limits to the extent that it incurs expenses enumerated above as exclusions. The Expense Limitation Agreement runs through September 30, 2017, and may not be terminated prior to that date except via action of the Trust's board of trustees. The Advisor cannot recoup from the Fund any amounts paid by the Advisor under the Expense Limitation Agreement.
11

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 the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$173
$692
$1,238
$2,729
Advisor
$373
$990
$1,729
$3,680
Class P
$188
$706
$1,252
$2,741
You would pay the following expenses if you did not redeem your shares:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$173
$692
$1,238
$2,729
Advisor
$273
$990
$1,729
$3,680
Class P
$188
$706
$1,252
$2,741
Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance.  During the most recent fiscal year, the Fund's portfolio turnover rate was 246.74% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund's Board of Trustees has recently appointed an interim investment sub-advisor, Efficient Market Advisors, LLC ("Efficient Market"), to manage the Fund's portfolio. This appointment may result in changes to the principal investment strategies as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The Fund's interim investment advisor, Cavalier Investments (the "Advisor"), seeks to achieve the Fund's investment objective of total return by investing in no-load, institutional, and exchange-traded funds that are registered under the Investment Company Act of 1940 and not affiliated with the Fund ("Portfolio Funds") or making direct investments in portfolio securities based upon institutional research, recommendations, and trading signals from investment model managers (third party strategists whose advice the Advisor has discretion to implement) or other third-party research providers.
12

The investments of the Fund and Portfolio Funds will be comprised of fixed income securities, principally consisting of bonds, corporate debt securities, convertible securities, Treasury Inflation-Protected Securities (TIPS), and other treasuries.  The Fund and Portfolio Funds may invest in fixed income securities of any maturity and any credit rating, including junk bonds, bonds of issuers in default, and unrated bonds.  The Fund and Portfolio Funds do not have an established average portfolio duration and the average portfolio durations will vary.  The Fund and Portfolio Funds will not be limited in their investments by sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Portfolio Funds in which the Fund invests will have an investment objective similar to the Fund's or will otherwise hold permitted investments under the Fund's investment policies.  Although the Fund principally invests in Portfolio Funds with no sales related expenses or very low sales related expenses, the Fund is not precluded from investing in Portfolio Funds with sales-related expenses, redemption fees, and/or service fees.
The Advisor will sell a Portfolio Fund when a more attractive investment opportunity is identified or the Fund's portfolio needs to be rebalanced.  Decisions by the Advisor to sell other portfolio securities will be based upon the research, recommendations, and trading signals received from investment model managers, or may be based upon a decision by the Advisor to no longer utilize a particular investment model manager due to the Advisor's assessment of the integrity of the research.  As a result of this strategy, the Fund may have a relatively high level of portfolio turnover compared to other mutual funds.  Portfolio turnover will not be a limiting factor in making investment decisions.
The Fund may invest in options, futures contracts, and swaps for both speculative and hedging purposes.  These investments can be made as a substitute for taking a direct position in the underlying asset or as part of a strategy that is intended to reduce the exposure of the Fund to various risks.  To the extent that the Fund invests in options, futures contracts, and swaps, it will segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying investments.
PRINCIPAL RISKS OF INVESTING IN THE FUND
The Fund's Board of Trustees has recently appointed an interim investment sub-advisor, Efficient Market Advisors, LLC, to manage the Fund's portfolio. This appointment may result in changes to the principal investment risks as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The loss of your money is a principal risk of investing in the Fund.  Investments in the Fund are subject to investment risks, including the possible loss of some or the entire principal amount invested.  There can be no assurance that the Fund will be successful in meeting its investment objective.  The Fund will be subject to the following principal risks:
13

Fund of Funds Risk.  The Fund may operate as a "fund of funds."  The term "fund of funds" is typically used to describe investment companies, such as the Fund, whose principal investment strategy involves investing in other investment companies, including open-end mutual funds, closed-end funds, and exchange-traded funds.  Investments in other investment companies subject the Fund to additional operating and management fees and expenses.  Investors in the Fund will indirectly bear fees and expenses charged by the funds in which the Fund invests, in addition to the Fund's direct fees and expenses.  The Fund's performance depends in part upon the performance of the investment advisor to each Portfolio Fund, the strategies and instruments used by the Portfolio Funds, and the Advisor's ability to select Portfolio Funds and effectively allocate Fund assets among them.
Control of Portfolio Funds Risk.   The Portfolio Funds each have their own unique investment objective, strategies, and risks.  There is no guarantee that the Portfolio Funds will achieve their investment objectives and the Fund has exposure to the investment risks of the Portfolio Funds in direct proportion to the allocation of assets among the funds.  The investment policies of the Portfolio Funds may differ from the Fund's policies.
Although the Fund and the Advisor will evaluate regularly each Portfolio Fund to determine whether its investment program is consistent with the Fund's investment objective, the Advisor will not have any control over the investments made by a Portfolio Fund.  The investment advisor to each Portfolio Fund may change aspects of its investment strategies at any time.  The Advisor will not have the ability to control or otherwise influence the composition of the investment portfolio of a Portfolio Fund.
Market Risk.  Market risk refers to the possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market .  Market prices for securities change daily as a result of many factors, including developments affecting the condition of both individual companies and the market in general.  The price of a security may even be affected by factors unrelated to the value or condition of its issuer, including changes in interest rates, economic and political conditions, and general market conditions.  The Fund's performance per share will change daily in response to such factors .
Management Style Risk.  Different types of securities tend to shift into and out of favor with investors depending on market and economic conditions.  The returns from the types of Portfolio Funds and other securities purchased by the Fund (growth, value, etc.) may at times be better or worse than the returns from other types of funds.  Thus, the performance of the Fund may be better or worse than the performance of funds that focus on other types of investments, or that have a broader investment style.
Fixed Income Risk.   Investments by the Fund and Portfolio Funds in fixed income securities will subject the Fund to the risks associated with such investments.  The prices of these securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers.  Fixed income securities tend to decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities.  Also, longer-term securities are more volatile, so the average maturity or duration of these securities affects risk.  Credit risk is the possibility that an issuer will fail to make timely payments of interest or principal or go bankrupt.  The lower the rating of a debt security, the greater its risks.
14

Interest Rate Risk.   Interest rates may rise resulting in a decrease in the value of the fixed income securities held by the Fund and Portfolio Funds or may fall resulting in an increase in the value of such securities.  Fixed income securities with longer maturities involve greater risk than those with shorter maturities.
Inflation Risk.   Fixed income securities held by the Fund and Portfolio Funds are subject to inflation risk.  Because inflation reduces the purchasing power of income produced by existing fixed income securities, the prices at which fixed income securities trade will be reduced to compensate for the fact that the income they produce is worth less.  This potential decrease in market value of fixed income securities would result in a loss in the value of the Fund's portfolio.
High-Yield Risk.   The Fund and Portfolio Funds may invest in junk bonds, including bonds of issuers in default, and other fixed income securities that are rated below investment grade.  Securities in this rating category are speculative and are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength.  Changes in economic conditions or other circumstances may have a greater effect on the ability of issuers of these securities to make principal and interest payments than they do on issuers of higher grade securities.  The retail secondary market for junk bonds may be less liquid than that of higher-rated securities and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices.  Additionally, these instruments are unsecured and may be subordinated to other creditor's claims.
Corporate Debt Securities Risk.   The Fund and Portfolio Funds may invest in corporate debt securities.  Corporate debt securities are fixed income securities issued by businesses.  Notes, bonds, debentures, and commercial paper are the most prevalent types of corporate debt securities.  The credit risks of corporate debt securities vary widely among issuers.  In addition, the credit risk of an issuer's debt security may vary based on its priority for repayment, meaning that issuers might not make payments on subordinated securities while continuing to make payments on senior securities or, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities.
Convertible Securities Risk.   Convertible securities are fixed income securities that the Fund or a Portfolio Fund has the option to exchange for equity securities at a specified conversion price.  The option allows the Fund or Portfolio Fund to realize additional returns if the market price of the equity securities exceeds the conversion price.  Convertible securities have lower yields than comparable fixed income securities and may provide lower returns than non-convertible fixed income securities or equity securities depending upon changes in the price of the underlying equity securities.
Risks from Treasury Inflation-Protected Securities.   The Fund and Portfolio Funds may invest in Treasury Inflation-Protected Securities ("TIPS"), special types of treasury bonds that offer protection from inflation.  The values of TIPS are automatically adjusted to the inflation rate as measured by the Consumer Price Index (CPI).  With inflation (a rise in the CPI), the principal increases; with deflation (a drop in the CPI), the principal decreases.  When TIPS mature, the Fund or Portfolio Fund is paid the adjusted principal or original principal, whichever is greater.  TIPS decline in value when real interest rates rise.  However, in certain interest rate environments, like when real interest rates are rising faster than nominal interest rates, TIPS may experience greater losses than other fixed income securities with similar duration.
15

Sector Risk.  If the Fund and Portfolio 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 Fund's share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries.
Foreign Securities and Emerging Markets Risk.   The Fund and Portfolio Funds may have significant investments in foreign securities, which have investment risks different from those associated with domestic securities.  The value of foreign investments may be affected by the value of the local currency relative to the U.S. dollar, changes in exchange control regulations, application of foreign tax laws, changes in governmental economic or monetary policy, or changed circumstances in dealings between nations.  There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities.  In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are often 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.  In addition to the risks of foreign securities in general, countries in emerging markets are more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
Derivatives Risk.  While the Fund will not use derivative instruments,   the Portfolio Funds held by the Fund may use derivative instruments, which derive their value from the value of an underlying security, currency, or index.  Derivative instruments involve risks different from direct investments in the underlying assets, including: imperfect correlation between the value of the derivative instrument and the underlying assets; risks of default by the other party to the derivative instrument; risks that the transactions may result in losses of all or in excess of any gain in the portfolio positions; and risks that the transactions may not be liquid.
Short Sales Risk.   While the Fund will not short individual securities, the Portfolio Funds held by the Fund may sell securities short.  A short sale is a transaction in which the Portfolio Fund sells a security it does not own but has borrowed in anticipation that the market price of the security will decline.  The Portfolio Fund must replace the borrowed security by purchasing it at the market price at the time of replacement, which may be more or less than the price at which the Portfolio Fund sold the security.
Leverage Risk.  While the Fund will not utilize leverage (i.e., borrowing) when making investments, the Portfolio Funds held by the Fund may utilize leverage to acquire their underlying portfolio investments.  The use of leverage may exaggerate changes in a Portfolio Fund's share price and the return on its investments.  Accordingly, the value of the Fund's investments in Portfolio Funds may be more volatile and all other risks, including the risk of loss of an investment, tend to be compounded or magnified.  Borrowing also leads to additional interest expense and other fees that increase the Portfolio Fund's expenses.
16

Portfolio Turnover Risk.   The Advisor will sell Portfolio Funds and other securities when it is in the interests of the Fund and its shareholders to do so without regard to the length of time they have been held.  As portfolio turnover may involve paying brokerage commissions and other transaction costs, there could be additional expenses for the Fund.  High rates of portfolio turnover may also result in the realization of short-term capital gains and losses.  Any distributions resulting from such gains will be considered ordinary income for federal income tax purposes.
Futures Risk. Use of futures contracts by the Portfolio Funds may cause the value of the Fund's shares to be more volatile.  Futures contracts expose the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not accurately track the underlying securities.
Swaps Risk.   The Portfolio Funds may enter into equity, interest rate, index, credit default, and currency rate swap agreements, often referred to as swaps.  Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged, are subject to the risk of that the counterparty may default on the obligation, and may be difficult to value.  Swaps may also be considered illiquid.
Risks from Purchasing Options.   If a call or put option purchased by a Portfolio Fund is not sold when it has remaining value and if the market price of the underlying security, in the case of a call, remains less than or equal to the exercise price, or, in the case of a put, remains equal to or greater than the exercise price, the entire investment in the option will be lost.  There is no assurance that a liquid market will exist when a Portfolio Fund seeks to close out an option position.  Where a position in a purchased option is used as a hedge against price movements in a related position, the price of the option may move more or less than the price of the related position.
Risks from Writing Options.  The Portfolio Funds may sell, or "write," option contracts.  Writing option contracts can result in losses that exceed the initial investment and may lead to additional turnover and higher tax liability.  The risk involved in writing a call option is that there could be an increase in the market value of the security.  If this occurred, the option could be exercised and the underlying security would then be sold by the Portfolio Fund at a lower price than its current market value.  Similarly, while writing call options can reduce the risk of owning stocks, such a strategy limits the opportunity of the Portfolio Fund to profit from an increase in the market value of stocks in exchange for up-front cash at the time of selling the call option.  The risk involved in writing a put option is that there could be a decrease in the market value of the underlying security.  If this occurred, the option could be exercised and the underlying security would then be sold to the Portfolio Fund at a higher price than its current market value.  There is no assurance that a liquid market will exist when the Portfolio Fund seeks to close out an option position.  Where a position in a written option is used as a hedge against price movements in a related position, the price of the option may move more or less than the price of the related position.
17

Investment Advisor Risk.  The Advisor's ability to choose suitable investments has a significant impact on the ability of the Fund to achieve its investment objectives. The Advisor became registered an investment advisor with the SEC in 2015. The Advisor does not have previous experience managing an investment company registered under the 1940 Act. The portfolio managers' experience is discussed in the section of this prospectus entitled "Management of the Funds – Investment Advisor."
Fixed-Income Market Risk.  The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates), which are at or near historic lows in the United States and in other countries. An unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund's shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund's share price and increase the fund's liquidity risk, fund expenses and/or taxable distributions.
PERFORMANCE INFORMATION
The bar chart and table shown on the following page provide an indication of the risks of investing in the Fund by showing changes in the Fund's Institutional Class Shares performance from year to year and by showing how the average annual total returns for each class compare to that of a broad-based securities market index.  The Fund's past performance is not necessarily an indication of how the Fund will perform in the future.  Updated information on the Fund's results can be obtained by visiting http://secure.ncfunds.com/TNC/fundpages/801.htm for the Institutional Class Shares, by visiting http://secure.ncfunds.com/TNC/fundpages/803.htm for the Advisor Class Shares, and by visiting http://secure.ncfunds.com/TNC/fundpages/804.htm for the Class P Shares.
[ Charts and Tables on Next Page ]
18


Institutional Class
Calendar Year Returns
 
During the periods shown in the bar chart above, the Fund's highest quarterly return was 2.65% (quarter ended September 30, 2012), and the Fund's lowest quarterly return was ‑1.48% (quarter ended June 30, 2013 ).  The Fund's year-to-date return as of June 30, 2016 (the end of the most recent calendar quarter) was 6.27%.
Average Annual Total Returns
Periods Ended December 31, 2015
Past 1
Year
Since
Inception*
Institutional Class Shares
Before taxes
After taxes on distributions
After taxes on distributions and sale of shares
-1.39 %
-2.05 %
-0.78 %
1.58 %
0.77 %
0.88 %
Barclays Capital U.S. Aggregate Bond Index
(reflects no deductions for fees and expenses)
0.55 %
3.63 %
Advisor Class Shares
Before taxes

-2.31 %

0.18 %
Barclays Capital U.S. Aggregate Bond Index
(reflects no deductions for fees and expenses)
0.55 %
3.31%
*The Institutional Class Shares began operating on October 2, 2009.  The Advisor Class Shares began operating on February 18, 2011. The Class P Shares are newly organized, and their performance information will be available after a full calendar year of operations.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor's tax situation and may differ from those shown and are not applicable to investors who hold Fund shares through tax-deferred arrangements such as a 401(k) plan or an individual retirement account (IRA).  After-tax returns are shown for only one class of shares and after-tax returns will vary for other classes.
19

MANAGEMENT
Investment Advisor. Cavalier Investments, Inc. serves as the Fund's interim investment advisor. The Trust's Board of Trustees has selected Cavalier Investments to serve as the Fund's full investment advisor subject to a forthcoming shareholder meeting.
During part of the Fund's 2016 fiscal year, the Fund's investment adviser was FolioMetrix, LLC.
Investment Sub-Advisor. Efficient Market Advisors, LLC serves as the Fund's interim investment sub-advisor. The Trust's Board of Trustees has selected Efficient Market to serve as the Fund's full investment sub-advisor subject to a forthcoming shareholder meeting.
Portfolio Managers. The Fund's portfolio managers are Herb Morgan and Glen Ambach.
20


CAVALIER DIVIDEND INCOME FUND
INVESTMENT OBJECTIVES
The Cavalier Dividend Income Fund   seeks equity income and 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)
     
 
Institutional
Advisor
Class P
Maximum Sales Charge (Load) Imposed On Purchases
   (as a % of offering price)

None

None

None
Maximum Deferred Sales Charge (Load)
   (as a % of the lesser of amount purchased or redeemed)

None

1.00%

None
Redemption Fee
   (as a % of amount redeemed)

None

None

None
Exchange Fee
None
None
None
Annual Fund Operating Expenses
     
(expenses that you pay each year as a percentage of the value of your investment)
 
Institutional
Advisor
Class P
Management Fees
0.90%
0.90%
0.90%
Distribution and/or Service (12b‑1) Fees
None
1.00%
None
Other Expenses
7.29%
7.29%
7.29%
Acquired Fund Fees and Expenses 1
0.39%
0.39%
0.39%
Total Annual Fund Operating Expenses
8.58%
9.58%
8.58%
   Less Fee Waiver and/or Expense Limitation 2
6.31%
6.31%
6.16%
    Total Annual Fund Operating Expenses After
   Fee Waiver and/or Expense Limitation

2.27%

3.27%

2.42%
1 .   "Acquired Fund" means any investment company in which the Fund invests or has invested during the previous fiscal year.  The "Total Annual Fund Operating Expenses" and "Net Annual Fund Operating Expenses" will not match the Fund's gross and net expense ratios reported in the Financial Highlights from the Fund's financial statements , which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses.
2.   The Advisor has entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund's annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, extraordinary expenses, acquired fund fees and expenses and payments under the Rule 12b-1 distribution plan) to not more than 1.88% of the average daily net assets of the Fund for Institutional and Advisor Class shares, and to not more than 2.03% of the average daily net assets for Class P shares. Net annual operating expenses for the Fund may exceed these limits to the extent that it incurs expenses enumerated above as exclusions. The Expense Limitation Agreement runs through September 30, 2017, and may not be terminated prior to that date except via action of the Trust's board of trustees. The Advisor cannot recoup from the Fund any amounts paid by the Advisor under the Expense Limitation Agreement.
21

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 the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$230
$1,930
$3,511
$6,994
Advisor
$430
$2,191
$3,885
$7,487
Class P
$245
$1,943
$3,521
$6,999
You would pay the following expenses if you did not redeem your shares:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$230
$1,930
$3,511
$6,994
Advisor
$330
$2,191
$3,885
$7,487
Class P
$245
$1,943
$3,521
$6,999
Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance.  During the most recent fiscal period, the Fund's portfolio turnover rate was 118.07% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund's interim investment advisor, Cavalier Investments (the "Advisor"), seeks to achieve the Fund's investment objective of equity income and capital appreciation by investing in dividend paying companies located all over the world. The Fund has a policy of investing at least 80% of assets in dividend paying securities.
The Fund invests principally in common stocks and American Depository Receipts ("ADRs") that regularly pay dividends. Investments are selected based on relative dividend yields, dividend growth potential, and anticipated stock price appreciation. This globally oriented portfolio is typically structured with up to 120 stocks diversified across seven to ten sectors that can include the consumer discretionary, consumer staples, energy, financials, industrials, health care, materials, technology, telecommunications, and utilities sectors. The Fund is not limited in its investments by market capitalization.
22

PRINCIPAL RISKS OF INVESTING IN THE FUND
The loss of your money is a principal risk of investing in the Fund.  Investments in the Fund are subject to investment risks, including the possible loss of some or the entire principal amount invested.  There can be no assurance that the Fund will be successful in meeting its investment objective.  The Fund will be subject to the following principal risks:
General Market Risk.   The net asset value and investment return of the Fund and the Forward International Dividend Fund will fluctuate based upon changes in the value of its portfolio securities. Certain securities held by the Fund may be worth less than the price originally paid for them, or less than they were worth at an earlier time.
Common Stocks Risk.  The Fund's direct and indirect investments in common stocks may fluctuate in value response to many factors, including the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes.  Such price fluctuations subject the Fund to potential losses.  During temporary or extended bear markets, the value of common stocks will decline, which could also result in losses for the Fund.
Large-Cap Securities Risk.  Stocks of large companies as a group can fall out of favor with the market, causing the Fund or the Forward International Dividend Fund to underperform investments that have a greater focus on mid-cap or small-cap stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.
Small-Cap and Mid-Cap Securities Risk.   The Fund and the Forward International Dividend Fund may invest in securities of small-cap and mid-cap companies, which involves greater volatility than investing in larger and more established companies.  Small-cap and mid-cap companies can be subject to more abrupt or erratic share price changes than larger, more established companies.  Securities of these types of companies have limited market liquidity, and their prices may be more volatile.  You should expect that the value of the Fund's shares will be more volatile than a fund that invests exclusively in large-capitalization companies.
Foreign Investment Risk.   The Fund's direct and indirect investments in foreign securities involve risks different from those associated with domestic securities.  There may be less government supervision of foreign markets in which the Fund invests, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign currency denominated securities.  The value of the Fund's foreign investments may be affected by changes in exchange control regulations, application of foreign tax laws, changes in economic or monetary policies, or changed circumstances in dealings between nations.  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.  Foreign brokerage commissions, custody fees, and other costs of investing in foreign securities will result in the Fund incurring higher transaction costs.
Emerging Markets Risk.  The Fund and the Forward International Dividend Fund may invest in emerging markets, which are markets of countries in the initial stages of industrialization and generally have low per capital income.  In addition to the risks of foreign securities in general, countries in emerging markets are generally more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
23

Currency Risk.   Currency risk is the chance that changes in currency exchange rates will negatively affect the Fund.  The Fund's indirect and direct exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of short positions, that the U.S. dollar will decline in value relative to the currency being hedged.  Adverse changes in currency exchange rates relative to the U.S. dollar may diminish gains from investments denominated in a foreign currency or may widen existing losses.  Currency gains and losses can occur regardless of the performance of the underlying investment.
Depository Receipts Risk.   The Fund and the Forward International Dividend Fund may invest in the securities of foreign issuers in the form of depository receipts or other securities convertible into securities of foreign issuers, including both sponsored and unsponsored American Depository Receipts and Global Depository Receipts.  Depository receipts are issued by a bank or trust company and evidence ownership of underlying securities issued by a foreign corporation.  Unsponsored depository receipt programs are organized independently of the issuer of the underlying securities and, consequently, available information concerning the issuer may not be as current as for sponsored depository receipts and the prices of unsponsored depository receipts may be more volatile.  The Fund's investments in depository receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.
PERFORMANCE INFORMATION
The bar chart and table shown on the next page provide an indication of the risks of investing in the Fund by showing changes in the Fund's Institutional Class Shares performance from year to year and by showing how the average annual total returns for each class compare to that of a broad-based securities market index.  The Fund's past performance is not necessarily an indication of how the Fund will perform in the future.  Updated information on the Fund's results can be obtained by visiting http://secure.ncfunds.com/TNC/fundpages/848.htm for the Institutional Class Shares, by visiting http://secure.ncfunds.com/TNC/fundpages/849.htm for the Advisor Class Shares, and by visiting http://secure.ncfunds.com/TNC/fundpages/850.htm for the Class P Shares.
[ Charts and Tables on Next Page ]
24


Institutional Class
Calendar Year Returns

 
During the periods shown in the bar chart above the Fund's highest quarterly return was 9.00% (quarter ended March 31, 2013) and the Fund's lowest quarterly return was -3.75% (quarter ended September 30, 2014).  The Fund's year-to-date return as of June 30, 2015, the end of the most recent calendar quarter, was 1.80%.
Average Annual Total Returns
Periods Ended December 31, 2015
Past 1
Year
Since
Inception*
Institutional Class Shares
Before taxes
After taxes on distributions
After taxes on distributions and sale of shares
-0.55 %
-2.76 %
-0.30 %
7.03 %
5.20 %
4.70 %
MSCI ACWI High Dividend Yield NR Index
(reflects no deductions for fees and expenses)
-5.36% 4.45%
Advisor Class Shares
Before taxes

-1.61 %

7.79 %
MSCI ACWI High Dividend Yield NR Index
(reflects no deductions for fees and expenses)
-5.36% 4.84%
*The Institutional Class Shares began operating on September 20, 2012.  The Advisor Class Shares began operating on September 26, 2012. The Class P Shares are newly organized, and their performance information will be available after a full calendar year of operations.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor's tax situation and may differ from those shown and are not applicable to investors who hold Fund shares through tax-deferred arrangements such as a 401(k) plan or an individual retirement account (IRA).  After-tax returns are shown for only one class of shares and after-tax returns will vary for other classes.
25

MANAGEMENT OF THE FUND'S PORTFOLIO
Investment Advisor.   Cavalier Investments Inc. serves as the Fund's interim investment advisor. The Trust's Board of Trustees has selected Cavalier Investments to serve as the Fund's full investment advisor subject to a forthcoming shareholder meeting.
During part of the Fund's 2016 fiscal year, the Fund's investment adviser was FolioMetrix, LLC.
Portfolio Managers.   The Fund's portfolio managers are Greg Rutherford and Scott Wetherington.
26



CAVALIER DYNAMIC GROWTH FUND
INVESTMENT OBJECTIVES
The Cavalier Dynamic Growth Fund seeks capital appreciation without regard to current income.
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)
     
 
Institutional
Advisor
Class P
Maximum Sales Charge (Load) Imposed On Purchases
   (as a % of offering price)
None
None

None
Maximum Deferred Sales Charge (Load)
   (as a % of the lesser of amount purchased or redeemed)
None
1.00%

None
Redemption Fee
   (as a % of amount redeemed)
None
None

None
Exchange Fee
None
None
None
Annual Fund Operating Expenses
     
(expenses that you pay each year as a percentage of the value of your investment)
 
Institutional
Advisor
Class P
Management Fees
0.45%
0.45%
0.45%
Distribution and/or Service (12b‑1) Fees
None
1.00%
None
Other Expenses
1.40%
1.40%
1.40%
Acquired Fund Fees and Expenses 1
0.07%
0.07%
0.07%
Total Annual Fund Operating Expenses
1.92%
2.92%
1.92%
    Less Fee Waiver and/or Expense  Limitation 2
0.45%
0.45%
0.30%
    Total Annual Fund Operating Expenses After
   Fee Waiver and/or Expense Limitation

1.47%

2.47%

1.62%
1. "Acquired Fund" means any investment company in which the Fund invests or has invested during the previous fiscal year.  The "Total Annual Fund Operating Expenses" and "Net Annual Fund Operating Expenses" will not match the Fund's gross and net expense ratios reported in the Financial Highlights from the Fund's financial statements , which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses .
2.  The Advisor has entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund's annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, extraordinary expenses, acquired fund fees and expenses, and payments under the Rule 12b-1 distribution plan) to not more than 1.40% of the average daily net assets of the Fund for Institutional and Advisor Class Shares, and to not more than 1.55% of the average daily net assets for Class P Shares. Net annual operating expenses for the Fund may exceed these limits to the extent that it incurs expenses enumerated above as exclusions. The Expense Limitation Agreement runs through September 30, 2017, and may not be terminated prior to that date except via action of the Trust's board of trustees. The Advisor cannot recoup from the Fund any amounts paid by the Advisor under the Expense Limitation Agreement.
27

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 the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$150
$559
$995
$2,207
Advisor
$350
$861
$1,498
$3,210
Class P
$165
$574
$1,009
$2,219

You would pay the following expenses if you did not redeem your shares:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$150
$559
$995
$2,207
Advisor
$250
$861
$1,498
$3,210
Class P
$165
$574
$1,009
$2,219
Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance.  During the most recent fiscal year, the Fund's portfolio turnover rate was 312.56% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund's Board of Trustees has recently appointed interim investment sub-advisors, StratiFi, LLC ("StratFi") and Validus Growth Investors, LLC ("Validus"), to manage the Fund's portfolio. These appointments may result in changes to the principal investment strategies as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The Fund's interim investment advisor, Cavalier Investments (the "Advisor"), and its sub-advisors, StratiFi and Validus, seek to achieve the Fund's investment objective of capital appreciation by investing in no-load, institutional, and exchange-traded funds that are registered under the Investment Company Act of 1940 and not affiliated with the Fund ("Portfolio Funds") or making direct investments in portfolio securities based upon institutional research, recommendations, and trading signals from investment model managers (third party strategists whose advise the Advisor has discretion to implement) or other third-party research providers.
28

The investments of the Fund and Portfolio Funds will be comprised of equity securities, principally consisting of common stock, preferred stock, convertible preferred stock, convertible bonds, and warrants.  The Fund and Portfolio Funds will not be limited in its investments by market capitalization or sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Portfolio Funds in which the Fund invests will have an investment objective similar to the Fund's or will otherwise hold permitted investments under the Fund's investment policies.  Although the Fund principally invests in Portfolio Funds with no sales related expenses or very low sales related expenses, the Fund is not precluded from investing in Portfolio Funds with sales-related expenses, redemption fees, and/or service fees.
The Advisor will sell a Portfolio Fund when a more attractive investment opportunity is identified or the Fund's portfolio needs to be rebalanced.  Decisions by the Advisor to sell other portfolio securities will be based upon the research, recommendations, and trading signals received from investment model managers, or may be based upon a decision by the Advisor to no longer utilize a particular investment model manager due to the Advisor's assessment of the integrity of the research.  As a result of this strategy, the Fund may have a relatively high level of portfolio turnover compared to other mutual funds.  Portfolio turnover will not be a limiting factor in making investment decisions.
The Fund may invest in options, futures contracts, and swaps for both speculative and hedging purposes.  These investments can be made as a substitute for taking a direct position in the underlying asset or as part of a strategy that is intended to reduce the exposure of the Fund to various risks.  To the extent that the Fund invests in options, futures contracts, and swaps, it will segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying investments.
PRINCIPAL RISKS OF INVESTING IN THE FUND
The Fund's Board of Trustees has recently appointed interim investment sub-advisors, StratiFi, LLC and Validus Growth Investors, LLC, to manage the Fund's portfolio. These appointments may result in changes to the principal investment risks as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The loss of your money is a principal risk of investing in the Fund.  Investments in the Fund are subject to investment risks, including the possible loss of some or the entire principal amount invested.  There can be no assurance that the Fund will be successful in meeting its investment objective.  The Fund will be subject to the following principal risks:
Fund of Funds Risk.  The Fund may operate as a "fund of funds."  The term "fund of funds" is typically used to describe investment companies, such as the Fund, whose principal investment strategy involves investing in other investment companies, including open-end mutual funds, closed-end funds, and exchange-traded funds.  Investments in other investment companies subject the Fund to additional operating and management fees and expenses.  Investors in the Fund will indirectly bear fees and expenses charged by the funds in which the Fund invests, in addition to the Fund's direct fees and expenses.  The Fund's performance depends in part upon the performance of the investment advisor to each Portfolio Fund, the strategies and instruments used by the Portfolio Funds, and the Advisor's ability to select Portfolio Funds and effectively allocate Fund assets among them.
29

Control of Portfolio Funds Risk.   The Portfolio Funds each have their own unique investment objective, strategies, and risks.  There is no guarantee that the Portfolio Funds will achieve their investment objectives and the Fund has exposure to the investment risks of the Portfolio Funds in direct proportion to the allocation of assets among the funds.  The investment policies of the Portfolio Funds may differ from the Fund's policies.
Although the Fund and the Advisor will evaluate regularly each Portfolio Fund to determine whether its investment program is consistent with the Fund's investment objective, the Advisor will not have any control over the investments made by a Portfolio Fund.  The investment advisor to each Portfolio Fund may change aspects of its investment strategies at investment advisor to each Portfolio Fund may change aspects of its investment strategies at any time.  The Advisor will not have the ability to control or otherwise influence the composition of the investment portfolio of a Portfolio Fund.
Market Risk.  Market risk refers to the possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market .  Market prices for securities change daily as a result of many factors, including developments affecting the condition of both individual companies and the market in general.  The price of a security may even be affected by factors unrelated to the value or condition of its issuer, including changes in interest rates, economic and political conditions, and general market conditions.  The Fund's performance per share will change daily in response to such factors .
Management Style Risk.  Different types of securities tend to shift into and out of favor with investors depending on market and economic conditions.  The returns from the types of Portfolio Funds and other securities purchased by the Fund (growth, value, etc.) may at times be better or worse than the returns from other types of funds.  Thus, the performance of the Fund may be better or worse than the performance of funds that focus on other types of investments, or that have a broader investment style.
Common Stock Risk.  Investments by the Fund and Portfolio Funds in shares of common stock may fluctuate in value response to many factors, including the activities of the individual issuers whose securities the Fund or Portfolio Fund owns, general market and economic conditions, interest rates, and specific industry changes.  Such price fluctuations subject the Fund to potential losses.  During temporary or extended bear markets, the value of common stocks will decline, which could also result in losses for the Fund.
Other Equity Securities Risk.  In addition to shares of common stock, the equity securities held by the Fund and Portfolio Funds may include preferred stocks, convertible preferred stocks, convertible bonds, and warrants.  Like shares of common stock, the value of these equity securities may fluctuate in response to many factors, including the activities of the issuer, general market and economic conditions, interest rates, and specific industry changes.  Also, regardless of any one company's particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund.
30

Large-Cap Securities Risk.  Stocks of large companies as a group can fall out of favor with the market, causing the Fund to underperform investments that have a greater focus on mid-cap or small-cap stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.
Small-Cap and Mid-Cap Securities Risk.   The Fund and Portfolio Funds may invest in securities of small-cap and mid-cap companies, which involve greater volatility than investing in larger and more established companies.  Small-cap and mid-cap companies can be subject to more abrupt or erratic share price changes than larger, more established companies.  Securities of these types of companies have limited market liquidity, and their prices may be more volatile.  You should expect that the value of the Fund's shares will be more volatile than a fund that invests exclusively in large-capitalization companies.
Sector Risk.  If the Fund and Portfolio 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 Fund's share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries.
Foreign Securities and Emerging Markets Risk.   The Fund and Portfolio Funds may have significant investments in foreign securities, which have investment risks different from those associated with domestic securities.  The value of foreign investments may be affected by the value of the local currency relative to the U.S. dollar, changes in exchange control regulations, application of foreign tax laws, changes in governmental economic or monetary policy, or changed circumstances in dealings between nations.  There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities.  In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are often 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.  In addition to the risks of foreign securities in general, countries in emerging markets are more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
Short Sales Risk.   While the Fund will not short individual securities, the Portfolio Funds held by the Fund may sell securities short.  A short sale is a transaction in which the Portfolio Fund sells a security it does not own but has borrowed in anticipation that the market price of the security will decline.  The Portfolio Fund must replace the borrowed security by purchasing it at the market price at the time of replacement, which may be more or less than the price at which the Portfolio Fund sold the security.
Leverage Risk.  While the Fund will not utilize leverage (i.e., borrowing) when making investments, the Portfolio Funds held by the Fund may utilize leverage to acquire their underlying portfolio investments.  The use of leverage may exaggerate changes in a Portfolio Fund's share price and the return on its investments.  Accordingly, the value of the Fund's investments in Portfolio Funds may be more volatile and all other risks, including the risk of loss of an investment, tend to be compounded or magnified.  Borrowing also leads to additional interest expense and other fees that increase the Portfolio Fund's expenses.
31

Portfolio Turnover Risk.   The Advisor will sell Portfolio Funds and other securities when it is in the interests of the Fund and its shareholders to do so without regard to the length of time they have been held.  As portfolio turnover may involve paying brokerage commissions and other transaction costs, there could be additional expenses for the Fund.  High rates of portfolio turnover may also result in the realization of short-term capital gains and losses.  Any distributions resulting from such gains will be considered ordinary income for federal income tax purposes.
Investment Advisor Risk.  The Advisor's ability to choose suitable investments has a significant impact on the ability of the Fund to achieve its investment objectives. The Advisor became registered an investment advisor with the SEC in 2015. The Advisor does not have previous experience managing an investment company registered under the 1940 Act. The portfolio managers' experience is discussed in the section of this prospectus entitled "Management of the Funds – Investment Advisor."
PERFORMANCE INFORMATION
The bar chart and table shown on the following page provide an indication of the risks of investing in the Fund by showing changes in the Fund's Institutional Class Shares performance from year to year and by showing how the average annual total returns for each class compare to that of a broad-based securities market index.  The Fund's past performance is not necessarily an indication of how the Fund will perform in the future.  Updated information on the Fund's results can be obtained by visiting http://secure.ncfunds.com/TNC/fundpages/800.htm for the Institutional Class Shares, by visiting http://secure.ncfunds.com/TNC/fundpages/802.htm for the Advisor Class Shares, and by visiting http://secure.ncfunds.com/TNC/fundpages/805.htm for the Class P Shares.
[ Charts and Tables on Next Page ]
32


Institutional Class
Calendar Year Returns
 
During the periods shown in the bar chart above the Fund's highest quarterly return was 8.93% (quarter ended December 31, 2010) and the Fund's lowest quarterly return was ‑12.80% (quarter ended September 30, 2011 ).  The Fund's year-to-date return as of June 30, 2016 (the end of the most recent calendar quarter) was 0.80%.
Average Annual Total Returns
Periods Ended December 31, 2015
Past 1
Year
Since
Inception*
Institutional Class Shares
Before taxes
After taxes on distributions
After taxes on distributions and sale of shares
2.26%
-4.27%
2.29%
 7.58%
 4.80%
 4.85%
S&P Global Broad Market Index**
(reflects no deductions for fees and expenses)
-3.89%
6.39%
S&P 500 Total Return Index
(reflects no deductions for fees and expenses)
1.38%
14.09%
Advisor Class Shares
Before taxes

1.25%

5.50%
S&P Global Broad Market Index**
(reflects no deductions for fees and expenses)
-3.89%
3.08%
S&P 500 Total Return Index
(reflects no deductions for fees and expenses)
1.38%
11.39%
*The Institutional Class Shares began operating on October 2, 2009.  The Advisor Class Shares began operating on February 18, 2011. The Class P Shares are newly organized, and their performance information will be available after a full calendar year of operations.
**In prior prospectuses, the Fund compared its performance against only the S&P 500 Total Return Index.  The Advisor believes the S&P Global Broad Market Index is a more appropriate and accurate index against which to compare the Fund's investment strategies than the S&P 500 Total Return Index and, therefore, the S&P Global Broad Market Index will replace the S&P 500 Total Return Index in future comparisons.  The S&P Global Broad Market Index is a market-capitalization-weighted index that provides a broad measure of the global equities markets.
33

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor's tax situation and may differ from those shown and are not applicable to investors who hold Fund shares through tax-deferred arrangements such as a 401(k) plan or an individual retirement account (IRA).  After-tax returns are shown for only one class of shares and after-tax returns will vary for other classes.
MANAGEMENT
Investment Advisor. Cavalier Investments Inc. serves as the Fund's interim investment advisor. The Trust's Board of Trustees has selected Cavalier Investments to serve as the Fund's full investment advisor subject to a forthcoming shareholder meeting.
During part of the Fund's 2016 fiscal year, the Fund's investment adviser was FolioMetrix, LLC.
Investment Sub-Advisors. StratiFi, LLC and Validus Growth Investors, LLC serve as the Fund's interim investment sub-advisors. The Trust's Board of Trustees has selected StratiFi and Validus to serve as the Fund's full investment sub-advisors subject to a forthcoming shareholder meeting.
Portfolio Managers. The Fund's portfolio managers are Justin Lent, with StratiFi, and Mark Scalzo, with Validus.
34


CAVALIER FUNDAMENTAL GROWTH FUND
INVESTMENT OBJECTIVES
The Cavalier Fundamental Growth Fund seeks capital appreciation.
FEES AND EXPENSES OF THE FUND
These tables describe 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)
     
 
Institutional
Advisor
Class P
Maximum Sales Charge (Load) Imposed On Purchases
   (as a % of offering price)

None

None

None
Maximum Deferred Sales Charge (Load)
   (as a % of the lesser of amount purchased or redeemed)

None

1.00%

None
Redemption Fee
   (as a % of amount redeemed)

None

None

None
Exchange Fee
None
None
None
Annual Fund Operating Expenses
     
(expenses that you pay each year as a percentage of the value of your investment)
 
Institutional
Advisor
Class P
Management Fees
1.00%
1.00%
1.00%
Distribution and/or Service (12b‑1) Fees
None
1.00%
None
Other Expenses
0.51%
0.51%
0.51%
Acquired Fund Fees and Expenses 1
0.01 %
0.01%
0.01%
Total Annual Fund Operating Expenses
1.52%
2.52%
1.52%
   Less Fee Waiver and/or Expense Limitation 2
0.41%
0.41%
0.26%
    Total Annual Fund Operating Expenses After
   Fee Waiver and/or Expense Limitation
1.11%
2.11%
1.26%
1. "Acquired Fund" means any investment company in which the Fund invests or has invested during the previous fiscal year.  The "Total Annual Fund Operating Expenses" and "Net Annual Fund Operating Expenses" will not match the Fund's gross and net expense ratios reported in the Financial Highlights from the Fund's financial statements , which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses .
2.   The Advisor has entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund's annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, extraordinary expenses, acquired fund fees and expenses, and payments under the Rule 12b-1 distribution plan) to not more than 1.10% of the average daily net assets of the Fund for Institutional and Advisor Class shares, and to not more than 1.25% of the average daily net assets for Class P shares. Net annual operating expenses for the Fund may exceed these limits to the extent that it incurs expenses enumerated above as exclusions. The Expense Limitation Agreement runs through September 30, 2017, and may not be terminated prior to that date except via action of the Trust's board of trustees. The Advisor cannot recoup from the Fund any amounts paid by the Advisor under the Expense Limitation Agreement.
35

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 the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$113
$440
$790
$1,778
Advisor
$314
$746
$1,304
$2,825
Class P
$128
$455
$804
$1,790
You would pay the following expenses if you did not redeem your shares:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$113
$440
$790
$1,778
Advisor
$214
$746
$1,304
$2,825
Class P
$128
$455
$804
$1,790
Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal period, the Fund's portfolio turnover rate was 172.08% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund's investment interim sub-advisor, Navellier & Associates, Inc. (the "Sub-Advisor"), seeks to achieve the Fund's investment objective of capital appreciation by principally investing in stocks that the Sub-Advisor believes to have above-average growth potential relative to their peers.  The Sub-Advisor uses a proprietary screening system that incorporates quantitative and fundamental analysis in order to construct the Fund's portfolio.
The Fund invests principally in common stocks and is not limited in its investments by market capitalization.  The Fund's investments may be issued by both domestic and foreign companies, and investments may be made directly in foreign markets, including emerging markets, as well as indirectly through exchange-traded funds and American Depository Receipts (ADRs).  The Sub-Advisor deems an issuer to be foreign if it is an issuer of securities for which a U.S. market is not the principal trading market.  To the extent the Fund invests in ADRs, it may invest in ADRs sponsored by the issuers of the underlying securities or ADRs not sponsored by the issuers.
36

The Sub-Advisor's screening system for the Fund is composed of three steps.  First, the Sub-Advisor employs quantitative analysis of market and individual stock statistics in order to rank stocks by different measures of risk and reward.  Second, screens based on fundamental variables are applied to the highest ranked stocks, those found to have encouraging risk/reward measures.  This step seeks to highlight investment opportunities by evaluating companies in light their profit margins, earnings growth, and the ratio of price to expected future earnings.  Third, the Sub-Advisor uses a proprietary optimization model to try to design a risk-adjusted portfolio that is diversified across sectors and industries.
The Sub-Advisor may sell a portfolio security when its reward/risk measures weaken, the fundamentals of the stock change, to pursue opportunities that the Sub-Advisor believes will be of greater benefit to the Fund, or to rebalance the Fund's portfolio.
The Fund may, from time to time, take temporary defensive positions in an attempt to respond to adverse market, economic, political, or other conditions.  During such an unusual set of circumstances, the Fund may hold up to 100% of its portfolio in cash or cash equivalent positions.  When the Fund takes temporary defensive positions, the Fund may not be able to achieve its investment objective.
PRINCIPAL RISKS OF INVESTING IN THE FUND
The loss of your money is a principal risk of investing in the Fund.  Investments in the Fund are subject to investment risks, including the possible loss of some or the entire principal amount invested.  There can be no assurance that the Fund will be successful in meeting its investment objective.  The Fund will be subject to the following principal risks:
General Market Risk. The Fund's net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. Certain securities held by the Fund may be worth less than the price originally paid for them, or less than they were worth at an earlier time.
Management Style Risk.  Different types of securities tend to shift into and out of favor with investors depending on market and economic conditions.  The returns from the types of investments purchased by the Fund (e.g., growth stocks) may at times be better or worse than the returns from other types of funds.  Thus, the performance of the Fund may be better or worse than the performance of funds that focus on other types of investments, or that have a broader investment style.
Quantitative Model Risk.  Securities or other investments selected using quantitative methods may perform differently from the market as a whole. There can be no assurance that these methodologies will enable the Fund to achieve its objective.
Common Stock Risk.  The Fund's investments in shares of common stock, both directly and indirectly through the Fund's investment in shares of other investment companies, may fluctuate in value response to many factors, including the activities of the individual issuers whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes.  Such price fluctuations subject the Fund to potential losses.  Common stock generally is subordinate to preferred stock and debt securities with respect to the payment of dividends and upon the liquidation or bankruptcy of the issuing company.
37

Large-Cap Securities Risk.  Stocks of large companies as a group can fall out of favor with the market, causing the Fund to underperform investments that have a greater focus on mid-cap or small-cap stocks.
Small-Cap and Mid-Cap Securities Risk. The Fund may invest in securities of small-cap and mid-cap companies, which involve greater volatility than investing in larger and more established companies.  Small-cap and mid-cap companies can be subject to more abrupt or erratic share price changes than larger, more established companies.  Securities of these types of companies have limited market liquidity, and their prices may be more volatile.
Micro-Cap Securities Risk.  Some of the small companies in which the Fund invests may be micro-cap companies.  Micro-cap stocks may involve substantially greater risks of loss and price fluctuations.  Micro-cap companies carry additional risks because of the tendency of their earnings and revenues to be less predictable, their share prices to be more volatile, and their markets to be less liquid than companies with larger market capitalizations.
Foreign Investment Risk.   The Fund's investments in foreign securities involve risks different from those associated with domestic securities.  There may be less government supervision of foreign markets in which the Fund invests, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign currency denominated securities.  The value of the Fund's foreign investments may be affected by changes in exchange control regulations, application of foreign tax laws, changes in economic or monetary policies, or changed circumstances in dealings between nations.  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.  Foreign brokerage commissions, custody fees, and other costs of investing in foreign securities will result in the Fund incurring higher transaction costs.
Emerging Markets Risk.  The Fund may invest in emerging markets, which are markets of countries in the initial stages of industrialization and generally have low per capital income.  In addition to the risks of foreign securities in general, countries in emerging markets are generally more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
Currency Risk.   The Fund's indirect and direct exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of short positions, that the U.S. dollar will decline in value relative to the currency being hedged.  Adverse changes in currency exchange rates relative to the U.S. dollar may diminish gains from investments denominated in a foreign currency or may widen existing losses.
38

Depository Receipts.   The Fund may invest in the securities of foreign issuers in the form of depository receipts or other securities convertible into securities of foreign issuers.  Depository receipts are issued by a bank or trust company and evidence ownership of underlying securities issued by a foreign corporation.  Unsponsored depository receipt programs are organized independently of the issuer of the underlying securities and, consequently, available information concerning the issuer may not be as current as for sponsored depository receipts and the prices of unsponsored depository receipts may be more volatile.  The Fund's investments in depository receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.
Investment Advisor Risk.  The Advisor's ability to choose suitable investments has a significant impact on the ability of the Fund to achieve its investment objectives.  The Advisor became registered an investment advisor with the SEC in 2015. The Advisor does not have previous experience managing an investment company registered under the 1940 Act.  The portfolio managers' experience is discussed in the section of this prospectus entitled "Management of the Funds – Investment Advisor."
PERFORMANCE INFORMATION
The bar chart and table shown on the following page provide an indication of the risks of investing in the Fund by showing changes in the Fund's Institutional Class Shares performance from year to year and by showing how the average annual total returns for each class compare to that of a broad-based securities market index.  The Fund's past performance is not necessarily an indication of how the Fund will perform in the future.  Updated information on the Fund's results can be obtained by visiting http://secure.ncfunds.com/TNC/fundpages/872.htm for the Institutional Class Shares, by visiting http://secure.ncfunds.com/TNC/fundpages/873.htm for the Advisor Class Shares, and by visiting http://secure.ncfunds.com/TNC/fundpages/874.htm for the Class P Shares.
[ Charts and Tables on Next Page ]
39


Institutional Class
Calendar Year Returns

During the periods shown in the bar chart above the Fund's highest quarterly return was 8.00% (quarter ended December 31 , 2013 ) and the Fund's lowest quarterly return was -9.13% (quarter ended September 30, 2015 ).  The Fund's year-to-date return as of June 30, 2016 (the end of the most recent calendar quarter) was 2.28%.
Average Annual Total Returns
Periods Ended December 31, 2015
Past 1
Year
Since
Inception*
Institutional Class Shares
Before taxes
After taxes on distributions
After taxes on distributions and sale of shares
-0.03 %
-0.05 %
-0.02 %
7.57 %
7.56 %
6.19 %
S&P Global Broad Market Index
(reflects no deductions for fees and expenses)
-3.89 %
0.77 %
Advisor Class Shares
Before taxes

-1.05 %

7.28 %
S&P Global Broad Market Index
(reflects no deductions for fees and expenses)
-3.89 %
0.42%
*The Institutional Class Shares began operating on October 17, 2013.  The Advisor Class Shares began operating on November 4, 2013. The Class P Shares are newly organized, and their performance information will be available after a full calendar year of operations.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor's tax situation and may differ from those shown and are not applicable to investors who hold Fund shares through tax-deferred arrangements such as a 401(k) plan or an individual retirement account (IRA).  After-tax returns are shown for only one class of shares and after-tax returns will vary for other classes.
40

MANAGEMENT
Investment Advisor. Cavalier Investments, Inc., serves as the Fund's interim investment advisor. The Trust's Board of Trustees has selected Cavalier Investments to serve as the Fund's full investment advisor subject to a forthcoming shareholder meeting.
During part of the Fund's 2016 fiscal year, the Fund's investment adviser was FolioMetrix, LLC.
Investment Sub-Advisor. Navellier & Associates, Inc. is the Fund's investment sub-advisor.
Portfolio Managers. The Fund's portfolio will be managed on a day-to-day basis by Louis Navellier.  Mr. Navellier founded the Sub-Advisor and currently serves as its Chief Investment Officer, Chief Executive Officer, and Chairman.
41


CAVALIER GLOBAL OPPORTUNITIES FUND
INVESTMENT OBJECTIVES
The Cavalier Global Opportunities Fund seeks 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)
     
 
Institutional
Advisor
Class P
Maximum Sales Charge (Load) Imposed On Purchases
   (as a % of offering price)

None

None

None
Maximum Deferred Sales Charge (Load)
   (as a % of the lesser of amount purchased or redeemed)

None

1.00%

None
Redemption Fee
   (as a % of amount redeemed)

None

None

None
Exchange Fee
None
None
None
Annual Fund Operating Expenses
     
(expenses that you pay each year as a percentage of the value of your investment)
 
Institutional
Advisor
Class P
Management Fees
0.45%
0.45%
0.45%
Distribution and/or Service (12b‑1) Fees
None
1.00%
None
Other Expenses
0.77%
0.77%
0.77%
Acquired Fund Fees and Expenses 1
0.27%
0.27%
0.27%
Total Annual Fund Operating Expenses
1.49%
2.49%
1.49%
   Less Fee Waiver and/or Expense Limitation 2
0.12%
0.12%
0.00%
    Total Annual Fund Operating Expenses After
   Fee Waiver and/or Expense Limitation

1.37%

2.37%

1.49%
1. "Acquired Fund" means any investment company in which the Fund invests or has invested during the previous fiscal year.  The "Total Annual Fund Operating Expenses" and "Net Annual Fund Operating Expenses" will not match the Fund's gross and net expense ratios reported in the Financial Highlights from the Fund's financial statements , which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses .
2.  The Advisor has entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund's annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, extraordinary expenses, acquired fund fees and expenses, and payments under the Rule 12b-1 distribution plan) to not more than 1.10% of the average daily net assets of the Fund for Institutional and Advisor Class shares, and to not more than 1.25% of the average daily net assets for the Class P shares. Net annual operating expenses for the Fund may exceed these limits to the extent that it incurs expenses enumerated above as exclusions. The Expense Limitation Agreement runs through September 30, 2017, and may not be terminated prior to that date except via action of the Trust's board of trustees. The Advisor cannot recoup from the Fund any amounts paid by the Advisor under the Expense Limitation Agreement.
42

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 the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$139
$459
$802
$1,769
Advisor
$340
$764
$1,315
$2,817
Class P
$152
$471
$813
$1,779
You would pay the following expenses if you did not redeem your shares:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$139
$459
$802
$1,769
Advisor
$240
$764
$1,315
$2,817
Class P
$152
$471
$813
$1,779
Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance.  During the most recent fiscal period, the Fund's portfolio turnover rate was 284.69% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund's Board of Trustees has recently appointed an interim investment sub-advisor, Beaumont Capital Management, LLC ("Beaumont"), to manage the Fund's portfolio. This appointment may result in changes to the principal investment strategies as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The Fund's interim investment advisor, Cavalier Investments (the "Advisor"), and its sub-advisor, Beaumont, seeks to achieve the Fund's investment objective of capital appreciation by investing in no-load, institutional, and exchange-traded funds that are registered under the Investment Company Act of 1940 and not affiliated with the Fund ("Portfolio Funds") or making direct investments in portfolio securities based upon institutional research, recommendations, and trading signals from investment model managers (third party strategists whose advise the Advisor has discretion to implement) or other third-party research providers.
43

The investments of the Fund and Portfolio Funds will be comprised of equity securities, principally consisting of common stock, preferred stocks, convertible preferred stocks, convertible bonds, and warrants.  Under normal circumstances, at least 80% of the Fund's net assets,   plus borrowings for investment purposes, will be invested in equity securities or Portfolio Funds that invest in equity securities.  Shareholders will be provided with at least 60 days' prior notice of any change in this policy.
The Fund and Portfolio Funds will not be limited in their investments by market capitalization or sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Portfolio Funds in which the Fund invests will have an investment objective similar to the Fund's or will otherwise hold permitted investments under the Fund's investment policies.  Although the Fund principally invests in Portfolio Funds with no sales related expenses or very low sales related expenses, the Fund is not precluded from investing in Portfolio Funds with sales-related expenses, redemption fees, and/or service fees.
The Advisor will sell a Portfolio Fund when a more attractive investment opportunity is identified or the Fund's portfolio needs to be rebalanced.  Decisions by the Advisor to sell other portfolio securities will be based upon the research, recommendations, and trading signals received from investment model managers, or may be based upon a decision by the Advisor to no longer utilize a particular investment model manager due to the Advisor's assessment of the integrity of the research.
The Fund may invest in options, futures contracts, and swaps for both speculative and hedging purposes.  These investments can be made as a substitute for taking a direct position in the underlying asset or as part of a strategy that is intended to reduce the exposure of the Fund to various risks.  To the extent that the Fund invests in options, futures contracts, and swaps, it will segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying investments.
PRINCIPAL RISKS OF INVESTING IN THE FUND
The Fund's Board of Trustees has recently appointed an interim investment sub-advisor, Beaumont Capital Management, LLC ("Beaumont"), to manage the Fund's portfolio. This appointment may result in changes to the principal investment risks as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The loss of your money is a principal risk of investing in the Fund.  Investments in the Fund are subject to investment risks, including the possible loss of some or the entire principal amount invested.  There can be no assurance that the Fund will be successful in meeting its investment objective.  The Fund will be subject to the following principal risks:
44

Fund of Funds Risk.  The Fund may operate as a "fund of funds."  The term "fund of funds" is typically used to describe investment companies, such as the Fund, whose principal investment strategy involves investing in other investment companies, including open-end mutual funds, closed-end funds, and exchange-traded funds.  Investments in other investment companies subject the Fund to additional operating and management fees and expenses.  Investors in the Fund will indirectly bear fees and expenses charged by the funds in which the Fund invests, in addition to the Fund's direct fees and expenses.  The Fund's performance depends in part upon the performance of the investment advisor to each Portfolio Fund, the strategies and instruments used by the Portfolio Funds, and the Advisor's ability to select Portfolio Funds and effectively allocate Fund assets among them .
Control of Portfolio Funds Risk.   The Portfolio Funds each have their own unique investment objective, strategies, and risks.  There is no guarantee that the Portfolio Funds will achieve their investment objectives and the Fund has exposure to the investment risks of the Portfolio Funds in direct proportion to the allocation of assets among the funds.  The investment policies of the Portfolio Funds may differ from the Fund's policies.
Although the Fund and the Advisor will evaluate regularly each Portfolio Fund to determine whether its investment program is consistent with the Fund's investment objective, the Advisor will not have any control over the investments made by a Portfolio Fund.  The investment advisor to each Portfolio Fund may change aspects of its investment strategies at any time.  The Advisor will not have the ability to control or otherwise influence the composition of the investment portfolio of a Portfolio Fund.
Market Risk.  Market risk refers to the possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market .  Market prices for securities change daily as a result of many factors, including developments affecting the condition of both individual companies and the market in general.  The price of a security may even be affected by factors unrelated to the value or condition of its issuer, including changes in interest rates, economic and political conditions, and general market conditions.  The Fund's performance per share will change daily in response to such factors .
Management Style Risk.  Different types of securities tend to shift into and out of favor with investors depending on market and economic conditions.  The returns from the types of Portfolio Funds and other securities purchased by the Fund (growth, value, etc.) may at times be better or worse than the returns from other types of funds.  Thus, the performance of the Fund may be better or worse than the performance of funds that focus on other types of investments, or that have a broader investment style.
Common Stock Risk.  Investments by the Fund and Portfolio Funds in shares of common stock may fluctuate in value response to many factors, including the activities of the individual issuers whose securities the Fund or Portfolio Fund owns, general market and economic conditions, interest rates, and specific industry changes.  Such price fluctuations subject the Fund to potential losses.  During temporary or extended bear markets, the value of common stocks will decline, which could also result in losses for the Fund.
45

Other Equity Securities Risk.  In addition to shares of common stock, the equity securities held by the Fund and Portfolio Funds may include preferred stocks, convertible preferred stocks, convertible bonds, and warrants.  Like shares of common stock, the value of these equity securities may fluctuate in response to many factors, including the activities of the issuer, general market and economic conditions, interest rates, and specific industry changes.  Also, regardless of any one company's particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund.
Large-Cap Securities Risk.  Stocks of large companies as a group can fall out of favor with the market, causing the Fund to underperform investments that have a greater focus on mid-cap or small-cap stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.
Small-Cap and Mid-Cap Securities Risk.   The Fund and Portfolio Funds may invest in securities of small-cap and mid-cap companies, which involves greater volatility than investing in larger and more established companies.  Small-cap and mid-cap companies can be subject to more abrupt or erratic share price changes than larger, more established companies.  Securities of these types of companies have limited market liquidity, and their prices may be more volatile.  You should expect that the value of the Fund's shares will be more volatile than a fund that invests exclusively in large-capitalization companies.
Sector Risk.  If the Fund and Portfolio 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 Fund's share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries.
Foreign Securities and Emerging Markets Risk.   The Fund and Portfolio Funds may have significant investments in foreign securities, which have investment risks different from those associated with domestic securities.  The value of foreign investments may be affected by the value of the local currency relative to the U.S. dollar, changes in exchange control regulations, application of foreign tax laws, changes in governmental economic or monetary policy, or changed circumstances in dealings between nations.  There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities.  In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are often 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.  In addition to the risks of foreign securities in general, countries in emerging markets are more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
Derivatives Risk.  While the Fund will not use derivative instruments,   the Portfolio Funds held by the Fund may use derivative instruments, which derive their value from the value of an underlying security, currency, or index.  Derivative instruments involve risks different from direct investments in the underlying assets, including: imperfect correlation between the value of the derivative instrument and the underlying assets; risks of default by the other party to the derivative instrument; risks that the transactions may result in losses of all or in excess of any gain in the portfolio positions; and risks that the transactions may not be liquid.
46

Short Sales Risk.   While the Fund will not short individual securities, the Portfolio Funds held by the Fund may sell securities short.  A short sale is a transaction in which the Portfolio Fund sells a security it does not own but has borrowed in anticipation that the market price of the security will decline.  The Portfolio Fund must replace the borrowed security by purchasing it at the market price at the time of replacement, which may be more or less than the price at which the Portfolio Fund sold the security.
Leverage Risk.  While the Fund will not utilize leverage (i.e., borrowing) when making investments, the Portfolio Funds held by the Fund may utilize leverage to acquire their underlying portfolio investments.  The use of leverage may exaggerate changes in a Portfolio Fund's share price and the return on its investments.  Accordingly, the value of the Fund's investments in Portfolio Funds may be more volatile and all other risks, including the risk of loss of an investment, tend to be compounded or magnified.  Borrowing also leads to additional interest expense and other fees that increase the Portfolio Fund's expenses.
Futures Risk. Use of futures contracts by the Portfolio Funds may cause the value of the Fund's shares to be more volatile.  Futures contracts expose the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not accurately track the underlying securities.
Swaps Risk.   The Portfolio Funds may enter into equity, interest rate, index, credit default, and currency rate swap agreements, or "swaps."  Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged, are subject to the risk of that the counterparty may default on the obligation, and may be difficult to value.  Swaps may also be considered illiquid.
Risks from Purchasing Options.   If a call or put option purchased by a Portfolio Fund is not sold when it has remaining value and if the market price of the underlying security, in the case of a call, remains less than or equal to the exercise price, or, in the case of a put, remains equal to or greater than the exercise price, the entire investment in the option will be lost.  There is no assurance that a liquid market will exist when a Portfolio Fund seeks to close out an option position.  Where a position in a purchased option is used as a hedge against price movements in a related position, the price of the option may move more or less than the price of the related position.
Risks from Writing Options.  The Portfolio Funds may sell, or "write," option contracts.  Writing option contracts can result in losses that exceed the initial investment and may lead to additional turnover and higher tax liability.  The risk involved in writing a call option is that there could be an increase in the market value of the security.  If this occurred, the option could be exercised and the underlying security would then be sold by the Portfolio Fund at a lower price than its current market value.  Similarly, while writing call options can reduce the risk of owning stocks, such a strategy limits the opportunity of the Portfolio Fund to profit from an increase in the market value of stocks in exchange for up-front cash at the time of selling the call option.  The risk involved in writing a put option is that there could be a decrease in the market value of the underlying security.  If this occurred, the option could be exercised and the underlying security would then be sold to the Portfolio Fund at a higher price than its current market value.  There is no assurance that a liquid market will exist when the Portfolio Fund seeks to close out an option position.  Where a position in a written option is used as a hedge against price movements in a related position, the price of the option may move more or less than the price of the related position.
47

Investment Advisor Risk.  The Advisor's ability to choose suitable investments has a significant impact on the ability of the Fund to achieve its investment objectives. The Advisor became registered an investment advisor with the SEC in 2015. The Advisor does not have previous experience managing an investment company registered under the 1940 Act. The portfolio managers' experience is discussed in the section of this prospectus entitled "Management of the Funds – Investment Advisor."
PERFORMANCE INFORMATION
The bar chart and table shown on the following page provide an indication of the risks of investing in the Fund by showing changes in the Fund's Institutional Class Shares performance from year to year and by showing how the average annual total returns for each class compare to that of a broad-based securities market index.  The Fund's past performance is not necessarily an indication of how the Fund will perform in the future.  Updated information on the Fund's results can be obtained by visiting http://secure.ncfunds.com/TNC/fundpages/863.htm for the Institutional Class Shares, by visiting http://secure.ncfunds.com/TNC/fundpages/864.htm for the Advisor Class Shares, and by visiting http://secure.ncfunds.com/TNC/fundpages/865.htm for the Class P Shares.
[ Charts and Tables on Next Page ]
48


Institutional Class
Calendar Year Returns
During the periods shown in the bar chart above the Fund's highest quarterly return was 8.29% (quarter ended March 31, 2013) and the Fund's lowest quarterly return was -8.28% (quarter ended September 30, 2015).  The Fund's year-to-date return as of June 30, 2016 (the end of the most recent calendar quarter) was 6.45%.
Average Annual Total Returns
Periods Ended December 31, 2015
Past 1
Year
Since
Inception*
Institutional Class Shares
Before taxes
After taxes on distributions
After taxes on distributions and sale of shares
-5.71 %
-6.00 %
-3.02 %
7.19 %
6.66 %
5.78 %
S&P Global Broad Market Index
(reflects no deductions for fees and expenses)
-3.89 %
5.79 %
Advisor Class Shares
Before taxes

-6.67 %

6.73 %
S&P Global Broad Market Index
(reflects no deductions for fees and expenses)
3.89 %
6.39%
*The Institutional Class Shares began operating on September 20, 2012.  The Advisor Class Shares began operating on September 26, 2012. The Class P Shares are newly organized, and their performance information will be available after a full calendar year of operations.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor's tax situation and may differ from those shown and are not applicable to investors who hold Fund shares through tax-deferred arrangements such as a 401(k) plan or an individual retirement account (IRA).  After-tax returns are shown for only one class of shares and after-tax returns will vary for other classes.
49

MANAGEMENT
Investment Advisor. Cavalier Investments, Inc. serves as the Fund's interim investment advisor. The Trust's Board of Trustees has selected Cavalier Investments to serve as the Fund's full investment advisor subject to a forthcoming shareholder meeting.
During part of the Fund's 2016 fiscal year, the Fund's investment adviser was FolioMetrix, LLC.

Investment Sub-Advisor. Beaumont Capital Management, LLC ("Beaumont") serves as the Fund's interim investment sub-adviser. The Trust's Board of Trustees has selected Beaumont to serve as the Fund's full investment sub-advisor subject to a forthcoming shareholder meeting.

Portfolio Managers. The Fund's portfolio manager is David Haviland.
50


CAVALIER HEDGED HIGH INCOME FUND
INVESTMENT OBJECTIVES
The Cavalier Hedged High Income Fund seeks to achieve current income and real return.
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)
     
 
Institutional
Advisor
Class P
Maximum Sales Charge (Load) Imposed On Purchases
   (as a % of offering price)

None

None

None
Maximum Deferred Sales Charge (Load)
   (as a % of the lesser of amount purchased or redeemed)

None

1.00%

None
Redemption Fee
   (as a % of amount redeemed)

None

None

None
Exchange Fee
None
None
None
Annual Fund Operating Expenses
     
(expenses that you pay each year as a percentage of the value of your investment)
 
Institutional
Advisor
Class P
Management Fees
0.45%
0.45%
0.45%
Distribution and/or Service (12b‑1) Fees
None
1.00%
None
Other Expenses
1.55%
1.55%
1.55%
Acquired Fund Fees and Expenses 1
0.49%
0.49%
0.49%
Total Annual Fund Operating Expenses
2.49%
3.49%
2.49%
   Less Fee Waiver and/or Expense Limitation 2
0.56%
0.56%
0.41%
    Total Annual Fund Operating Expenses After
   Fee Waiver and/or Expense Limitation

1.93%

2.93%

2.08%
1.   "Acquired Fund" means any investment company in which the Fund invests or has invested during the previous fiscal year.  The "Total Annual Fund Operating Expenses" and "Net Annual Fund Operating Expenses" will not match the Fund's gross and net expense ratios reported in the Financial Highlights from the Fund's financial statements , which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses.
2.   The Advisor has entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund's annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, extraordinary expenses, acquired fund fees and expenses, and payments under the Rule 12b-1 distribution plan) to not more than 1.44% of the average daily net assets of the Fund for the Institutional and Advisor Class shares, and to not more than 1.59% of the average daily net assets for the Class P shares. Net annual operating expenses for the Fund may exceed these limits to the extent that it incurs expenses enumerated above as exclusions. The Expense Limitation Agreement runs through September 30, 2017, and may not be terminated prior to that date except via action of the Trust's board of trustees. The Advisor cannot recoup from the Fund any amounts paid by the Advisor under the Expense Limitation Agreement.
51

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 the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$196
$722
$1,275
$2,784
Advisor
$396
$1,019
$1,765
$3,728
Class P
$211
$737
$1,289
$2,795
You would pay the following expenses if you did not redeem your shares:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$196
$722
$1,275
$2,784
Advisor
$296
$1,019
$1,765
$3,728
Class P
$211
$737
$1,289
$2,795
Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance.  During the most recent fiscal period, the Fund's portfolio turnover rate was 327.01% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund's Board of Trustees has recently appointed an interim investment sub-advisor, Carden Capital, LLC ("Carden Capital"), to manage the Fund's portfolio. This appointment may result in changes to the principal investment strategies as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The Fund's interim investment advisor, Cavalier Investments (the "Advisor"), and its sub-advisor, Carden Capital, seek to achieve the Fund's investment objective of current income and real return by investing in no-load, institutional, and exchange-traded funds that are registered under the Investment Company Act of 1940 and not affiliated with the Fund ("Portfolio Funds") or making direct investments in portfolio securities based upon institutional research, recommendations, and trading signals from investment model managers (third party strategists whose advise the Advisor has discretion to implement) or other third-party research providers.
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The investments of the Fund and Portfolio Funds will be comprised of fixed income securities, principally consisting of bonds, corporate debt securities, and government securities.  Such investments will frequently include junk bonds, emerging market debt, and mortgage- and asset-backed securities.  The Fund and Portfolio Funds may invest in fixed income securities of any maturity and any credit rating, including bonds of issuers in default.  The Fund and Portfolio Funds do not have an established average portfolio duration and the average portfolio durations will vary.   The Fund and Portfolio Funds will not be limited in their investments by sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Portfolio Funds in which the Fund invests will have an investment objective similar to the Fund's or will otherwise hold permitted investments under the Fund's investment policies.  Although the Fund principally invests in Portfolio Funds with no sales related expenses or very low sales related expenses, the Fund is not precluded from investing in Portfolio Funds with sales-related expenses, redemption fees, and/or service fees.
The Advisor will sell a Portfolio Fund when a more attractive investment opportunity is identified or the Fund's portfolio needs to be rebalanced.  Decisions by the Advisor to sell other portfolio securities will be based upon the research, recommendations, and trading signals received from investment model managers, or may be based upon a decision by the Advisor to no longer utilize a particular investment model manager due to the Advisor's assessment of the integrity of the research.  As a result of this strategy, the Fund may have a relatively high level of portfolio turnover compared to other mutual funds.  Portfolio turnover will not be a limiting factor in making investment decisions.
The Fund may invest in options, futures contracts, and swaps for both speculative and hedging purposes.  These investments can be made as a substitute for taking a direct position in the underlying asset or as part of a strategy that is intended to reduce the exposure of the Fund to various risks.  To the extent that the Fund invests in options, futures contracts, and swaps, it will segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying investments.
PRINCIPAL RISKS OF INVESTING IN THE FUND
The Fund's Board of Trustees has recently appointed an interim investment sub-advisor, Carden Capital, LLC ("Carden Capital"), to manage the Fund's portfolio. This appointment may result in changes to the principal investment risks as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The loss of your money is a principal risk of investing in the Fund.  Investments in the Fund are subject to investment risks, including the possible loss of some or the entire principal amount invested.  There can be no assurance that the Fund will be successful in meeting its investment objective.  The Fund will be subject to the following principal risks:
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Fund of Funds Risk.  The Fund may operate as a "fund of funds."  The term "fund of funds" is typically used to describe investment companies, such as the Fund, whose principal investment strategy involves investing in other investment companies, including open-end mutual funds, closed-end funds, and exchange-traded funds.  Investments in other investment companies subject the Fund to additional operating and management fees and expenses.  Investors in the Fund will indirectly bear fees and expenses charged by the funds in which the Fund invests, in addition to the Fund's direct fees and expenses.  The Fund's performance depends in part upon the performance of the investment advisor to each Portfolio Fund, the strategies and instruments used by the Portfolio Funds, and the Advisor's ability to select Portfolio Funds and effectively allocate Fund assets among them.
Control of Portfolio Funds Risk.   The Portfolio Funds each have their own unique investment objective, strategies, and risks.  There is no guarantee that the Portfolio Funds will achieve their investment objectives and the Fund has exposure to the investment risks of the Portfolio Funds in direct proportion to the allocation of assets among the funds.  The investment policies of the Portfolio Funds may differ from the Fund's policies.
Although the Fund and the Advisor will evaluate regularly each Portfolio Fund to determine whether its investment program is consistent with the Fund's investment objective, the Advisor will not have any control over the investments made by a Portfolio Fund.  The investment advisor to each Portfolio Fund may change aspects of its investment strategies at any time.  The Advisor will not have the ability to control or otherwise influence the composition of the investment portfolio of a Portfolio Fund.
Market Risk.  Market risk refers to the possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market .  Market prices for securities change daily as a result of many factors, including developments affecting the condition of both individual companies and the market in general.  The price of a security may even be affected by factors unrelated to the value or condition of its issuer, including changes in interest rates, economic and political conditions, and general market conditions.  The Fund's performance per share will change daily in response to such factors .
Management Style Risk.  Different types of securities tend to shift into and out of favor with investors depending on market and economic conditions.  The returns from the types of Portfolio Funds and other securities purchased by the Fund (growth, value, etc.) may at times be better or worse than the returns from other types of funds.  Thus, the performance of the Fund may be better or worse than the performance of funds that focus on other types of investments, or that have a broader investment style.
Fixed Income Risk.   Investments by the Fund and Portfolio Funds in fixed income securities will subject the Fund to the risks associated with such investments.  The prices of these securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers.  Fixed income securities tend to decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities.  Also, longer-term securities are more volatile, so the average maturity or duration of these securities affects risk.  Credit risk is the possibility that an issuer will fail to make timely payments of interest or principal or go bankrupt.  The lower the rating of a debt security, the greater its risks.
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Interest Rate Risk.   Interest rates may rise resulting in a decrease in the value of the fixed income securities held by the Fund and Portfolio Funds or may fall resulting in an increase in the value of such securities.  Fixed income securities with longer maturities involve greater risk than those with shorter maturities.
Inflation Risk.   Fixed income securities held by the Fund and Portfolio Funds are subject to inflation risk.  Because inflation reduces the purchasing power of income produced by existing fixed income securities, the prices at which fixed income securities trade will be reduced to compensate for the fact that the income they produce is worth less.  This potential decrease in market value of fixed income securities would result in a loss in the value of the Fund's portfolio.
High-Yield Risk.   The Fund and Portfolio Funds may invest in junk bonds, including bonds of issuers in default, and other fixed income securities that are rated below investment grade.  Securities in this rating category are speculative and are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength.  Changes in economic conditions or other circumstances may have a greater effect on the ability of issuers of these securities to make principal and interest payments than they do on issuers of higher grade securities.  The retail secondary market for junk bonds may be less liquid than that of higher-rated securities and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices.  Additionally, these instruments are unsecured and may be subordinated to other creditor's claims.
Corporate Debt Securities Risk.   The Fund and Portfolio Funds may invest in corporate debt securities.  Corporate debt securities are fixed income securities issued by businesses.  Notes, bonds, debentures, and commercial paper are the most prevalent types of corporate debt securities.  The credit risks of corporate debt securities vary widely among issuers.  In addition, the credit risk of an issuer's debt security may vary based on its priority for repayment, meaning that issuers might not make payments on subordinated securities while continuing to make payments on senior securities or, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities.
Mortgage- and Asset-Backed Securities Risk.  The Fund and Portfolio Funds may invest in mortgage- and asset-backed securities.  As with other interest-bearing securities, the prices of such securities are affected by changes in interest rates.  Prices are also affected by changes in the rate of prepayment of principal, which affects the average maturity of the securities and makes it difficult to accurately predict returns.  The trading market for mortgage- and asset-backed securities, while ordinarily liquid, may become restricted in times of financial stress.
Sector Risk.  If the Fund and Portfolio 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 Fund's share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries.
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Foreign Securities and Emerging Markets Risk.   The Fund and Portfolio Funds may have significant investments in foreign securities, which have investment risks different from those associated with domestic securities.  The value of foreign investments may be affected by the value of the local currency relative to the U.S. dollar, changes in exchange control regulations, application of foreign tax laws, changes in governmental economic or monetary policy, or changed circumstances in dealings between nations.  There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities.  In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are often 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.  In addition to the risks of foreign securities in general, countries in emerging markets are more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
Derivatives Risk.  The Fund and the Portfolio Funds held by the Fund may use derivative instruments (specifically options for the purpose of hedging), which derive their value from the value of an underlying security, currency, or index.  Derivative instruments involve risks different from direct investments in the underlying assets, including: imperfect correlation between the value of the derivative instrument and the underlying assets; risks of default by the other party to the derivative instrument; risks that the transactions may result in losses of all or in excess of any gain in the portfolio positions; and risks that the transactions may not be liquid.
Short Sales Risk.   While the Fund will not short individual securities, the Portfolio Funds held by the Fund may sell securities short.  A short sale is a transaction in which the Portfolio Fund sells a security it does not own but has borrowed in anticipation that the market price of the security will decline.  The Portfolio Fund must replace the borrowed security by purchasing it at the market price at the time of replacement, which may be more or less than the price at which the Portfolio Fund sold the security.
Leverage Risk.  While the Fund will not utilize leverage (i.e., borrowing) when making investments, the Portfolio Funds held by the Fund may utilize leverage to acquire their underlying portfolio investments.  The use of leverage may exaggerate changes in a Portfolio Fund's share price and the return on its investments.  Accordingly, the value of the Fund's investments in Portfolio Funds may be more volatile and all other risks, including the risk of loss of an investment, tend to be compounded or magnified.  Borrowing also leads to additional interest expense and other fees that increase the Portfolio Fund's expenses.
Portfolio Turnover Risk.   The Advisor will sell Portfolio Funds and other securities when it is in the interests of the Fund and its shareholders to do so without regard to the length of time they have been held.  As portfolio turnover may involve paying brokerage commissions and other transaction costs, there could be additional expenses for the Fund.  High rates of portfolio turnover may also result in the realization of short-term capital gains and losses.  Any distributions resulting from such gains will be considered ordinary income for federal income tax purposes.
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Risks from Purchasing Options.   If a call or put option purchased by the Fund or a Portfolio Fund is not sold when it has remaining value and if the market price of the underlying security, in the case of a call, remains less than or equal to the exercise price, or, in the case of a put, remains equal to or greater than the exercise price, the entire investment in the option will be lost.  There is no assurance that a liquid market will exist when the Fund or a Portfolio Fund seeks to close out an option position.  Where a position in a purchased option is used as a hedge against price movements in a related position, the price of the option may move more or less than the price of the related position.
Risks from Writing Options.  The Fund, as well as the Portfolio Funds in which it invests, may sell, or "write," option contracts.  Writing option contracts can result in losses that exceed the initial investment and may lead to additional turnover and higher tax liability.  The risk involved in writing a call option is that there could be an increase in the market value of the security.  If this occurred, the option could be exercised and the underlying security would then be sold by the Fund or Portfolio Fund at a lower price than its current market value.  Similarly, while writing call options can reduce the risk of owning stocks, such a strategy limits the opportunity of the Fund or Portfolio Fund to profit from an increase in the market value of stocks in exchange for up-front cash at the time of selling the call option.  The risk involved in writing a put option is that there could be a decrease in the market value of the underlying security.  If this occurred, the option could be exercised and the underlying security would then be sold to the Fund or Portfolio Fund at a higher price than its current market value.  There is no assurance that a liquid market will exist when the Fund or Portfolio Fund seeks to close out an option position.  Where a position in a written option is used as a hedge against price movements in a related position, the price of the option may move more or less than the price of the related position.
Investment Advisor Risk.  The Advisor's ability to choose suitable investments has a significant impact on the ability of the Fund to achieve its investment objectives. The Advisor became registered an investment advisor with the SEC in 2015. The Advisor does not have previous experience managing an investment company registered under the 1940 Act. The portfolio managers' experience is discussed in the section of this prospectus entitled "Management of the Funds – Investment Advisor."
Fixed-Income Market Risk.  The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates), which are at or near historic lows in the United States and in other countries. An unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund's shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund's share price and increase the fund's liquidity risk, fund expenses and/or taxable distributions.
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PERFORMANCE INFORMATION
The bar chart and table shown on the following page provide an indication of the risks of investing in the Fund by showing changes in the Fund's Institutional Class Shares performance from year to year and by showing how the average annual total returns for each class compare to that of a broad-based securities market index.  The Fund's past performance is not necessarily an indication of how the Fund will perform in the future.  Updated information on the Fund's results can be obtained by visiting http://secure.ncfunds.com/TNC/fundpages/854.htm for the Institutional Class Shares, by visiting http://secure.ncfunds.com/TNC/fundpages/855.htm for the Advisor Class Shares, and by visiting http://secure.ncfunds.com/TNC/fundpages/856.htm for the Class P Shares.
[ Charts and Tables on Next Page ]
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Institutional Class
Calendar Year Returns

 
During the periods shown in the bar chart above the Fund's highest quarterly return was 6.42% (quarter ended June 30, 2014) and the Fund's lowest quarterly return was -4.86% (quarter ended December 31, 2014).  The Fund's year-to-date return as of June 30, 2016 (the end of the most recent calendar quarter) was 2.30%.
Average Annual Total Returns
Periods Ended December 31, 2015
Past 1
Year
Since
Inception*
Institutional Class Shares
Before taxes
After taxes on distributions
After taxes on distributions and sale of shares
-0.10 %
-2.12 %
-0.04 %
3.34 %
0.73 %
1.28 %
Barclays Capital Global High-Yield Index
(reflects no deductions for fees and expenses)
- 2.72 %
2.56 %
Advisor Class Shares
Before taxes

-1.05 %

2.51 %
Barclays Capital Global High-Yield Index
(reflects no deductions for fees and expenses)
-2.72 %
2.83%
*The Institutional Class Shares began operating on September 20, 2012.  The Advisor Class Shares began operating on September 26, 2012. The Class P Shares are newly organized, and their performance information will be available after a full calendar year of operations.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor's tax situation and may differ from those shown and are not applicable to investors who hold Fund shares through tax-deferred arrangements such as a 401(k) plan or an individual retirement account (IRA).  After-tax returns are shown for only one class of shares and after-tax returns will vary for other classes.
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MANAGEMENT
Investment Advisor. Cavalier Investments, Inc. serves as the Fund's interim investment advisor. The Trust's Board of Trustees has selected Cavalier Investments to serve as the Fund's full investment advisor subject to a forthcoming shareholder meeting.
During part of the Fund's 2016 fiscal year, the Fund's investment adviser was FolioMetrix, LLC.
Investment Sub-Advisor.   Carden Capital, LLC serves as the Fund's interim investment sub-advisor. The Trust's Board of Trustees has selected Carden Capital to serve as the Fund's full investment sub-advisor subject to a forthcoming shareholder meeting.
Portfolio Managers. The Fund's portfolio managers are Gavan Duemke and Sean Wright.
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CAVALIER MULTI STRATEGIST FUND
INVESTMENT OBJECTIVES
The Cavalier Multi Strategist Fund seeks total return through a combination of capital appreciation and current income.
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)
     
 
Institutional
Advisor
Class P
Maximum Sales Charge (Load) Imposed On Purchases
   (as a % of offering price)

None

None

None
Maximum Deferred Sales Charge (Load)
   (as a % of the lesser of amount purchased or redeemed)

None

1.00%

None
Redemption Fee
   (as a % of amount redeemed)

None

None

None
Exchange Fee
None
None
None
Annual Fund Operating Expenses
     
(expenses that you pay each year as a percentage of the value of your investment)
 
Institutional
Advisor
Class P
Management Fees
0.45%
0.45%
0.45%
Distribution and/or Service (12b‑1) Fees
None
1.00%
None
Other Expenses
3.63%
3.63%
3.63%
Acquired Fund Fees and Expenses 1
0.42 %
0.42 %
0.42 %
Total Annual Fund Operating Expenses
4.50%
5.50%
4.50%
   Less Fee Waiver and/or Expense Limitation 2
2.60%
2.60%
2.45%
    Total Annual Fund Operating Expenses After
   Fee Waiver and/or Expense Limitation

1.90%

2.90%

2.05%
1. "Acquired Fund" means any investment company in which the Fund invests or has invested during the previous fiscal year.  The "Total Annual Fund Operating Expenses" and "Net Annual Fund Operating Expenses" will not match the Fund's gross and net expense ratios reported in the Financial Highlights from the Fund's financial statements , which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses.
2.  The Advisor has entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund's annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, extraordinary expenses, acquired fund fees and expenses, and payments under the Rule 12b-1 distribution plan) to not more than 1.48% of the average daily net assets of the Fund for Institutional and Advisor Class shares, and to not more than 1.63% of the average daily net assets for Class P shares. Net annual operating expenses for the Fund may exceed these limits to the extent that it incurs expenses enumerated above as exclusions. The Expense Limitation Agreement runs through September 30, 2017, and may not be terminated prior to that date except via action of the Trust's board of trustees. The Advisor cannot recoup from the Fund any amounts paid by the Advisor under the Expense Limitation Agreement.
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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 the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$193
$1,125
$2,067
$4,464
Advisor
$393
$1,411
$2,517
$5,235
Class P
$208
$1,139
$2,080
$4,473
You would pay the following expenses if you did not redeem your shares:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$193
$1,125
$2,067
$4,464
Advisor
$293
$1,411
$2,517
$5,235
Class P
$208
$1,139
$2,080
$4,473
Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance.  During the most recent fiscal period, the Fund's portfolio turnover rate was 173.62% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund's Board of Trustees has recently appointed interim investment sub-advisors, Bluestone Capital Management, LLC, Carden Capital LLC, Julex Capital Management, LLC, and Parasol Investment Management, LLC, to manage the Fund's portfolio. These appointments may result in changes to the principal investment strategies as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The Fund's interim investment advisor, Cavalier Investments (the "Advisor"), and its sub-advisors , seek to achieve the Fund's investment objective of total return by investing in open-end mutual funds that are registered under the Investment Company Act of 1940 and not affiliated with the Fund ("Portfolio Funds") or making direct investments in portfolio securities based upon institutional research, recommendations, and trading signals from investment model managers (third party strategists whose advise the Advisor has discretion to implement) or other third-party research providers.
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The Fund will principally invest in Portfolio Funds or utilize investment model managers with a performance record of at least 5 years that have an investment objective similar to the Fund's or that are otherwise permitted investments under the Fund's investment policies.  The Fund will be invest or utilize a small number of Portfolio Funds and investment model managers, often as few as three to five Portfolio Funds or investment model managers.  The Fund and Portfolio Funds will not be limited in its investments by market capitalization or sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  Although the Fund principally invests in Portfolio Funds with no sales related expenses or very low sales related expenses, the Fund is not precluded from investing in Portfolio Funds with sales-related expenses, redemption fees, and/or service fees.
The Advisor will sell a Portfolio Fund when a more attractive investment opportunity is identified or the Fund's portfolio needs to be rebalanced.  Decisions by the Advisor to sell other portfolio securities will be based upon the research, recommendations, and trading signals received from investment model managers, or may be based upon a decision by the Advisor to no longer utilize a particular investment model manager due to the Advisor's assessment of the integrity of the research.  As a result of this strategy, the Fund may have a relatively high level of portfolio turnover compared to other mutual funds.  Portfolio turnover will not be a limiting factor in making investment decisions.
The Fund may invest in options, futures contracts, and swaps for both speculative and hedging purposes.  These investments can be made as a substitute for taking a direct position in the underlying asset or as part of a strategy that is intended to reduce the exposure of the Fund to various risks.  To the extent that the Fund invests in options, futures contracts, and swaps, it will segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying investments.
PRINCIPAL RISKS OF INVESTING IN THE FUND
The Fund's Board of Trustees has recently appointed interim investment sub-advisors, Bluestone Capital Management, LLC, Carden Capital LLC, Julex Capital Management, LLC, and Parasol Investment Management, LLC, to manage the Fund's portfolio. These appointments may result in changes to the principal investment risks as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The loss of your money is a principal risk of investing in the Fund.  Investments in the Fund are subject to investment risks, including the possible loss of some or the entire principal amount invested.  There can be no assurance that the Fund will be successful in meeting its investment objective.  The Fund will be subject to the following principal risks:
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Fund of Funds Risk.  The Fund may operate as a "fund of funds."  The term "fund of funds" is typically used to describe investment companies, such as the Fund, whose principal investment strategy involves investing in other investment companies, including open-end mutual funds, closed-end funds, and exchange-traded funds.  Investments in other investment companies subject the Fund to additional operating and management fees and expenses.  Investors in the Fund will indirectly bear fees and expenses charged by the funds in which the Fund invests, in addition to the Fund's direct fees and expenses.  The Fund's performance depends in part upon the performance of the investment advisor to each Portfolio Fund, the strategies and instruments used by the Portfolio Funds, and the Advisor's ability to select Portfolio Funds and effectively allocate Fund assets among them.
Control of Portfolio Funds Risk.   The Portfolio Funds each have their own unique investment objective, strategies, and risks.  There is no guarantee that the Portfolio Funds will achieve their investment objectives and the Fund has exposure to the investment risks of the Portfolio Funds in direct proportion to the allocation of assets among the funds.  The investment policies of the Portfolio Funds may differ from the Fund's policies.
Although the Fund and the Advisor will evaluate regularly each Portfolio Fund to determine whether its investment program is consistent with the Fund's investment objective, the Advisor will not have any control over the investments made by a Portfolio Fund.  The investment advisor to each Portfolio Fund may change aspects of its investment strategies at any time.  The Advisor will not have the ability to control or otherwise influence the composition of the investment portfolio of a Portfolio Fund.
Market Risk.  Market risk refers to the possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market .  Market prices for securities change daily as a result of many factors, including developments affecting the condition of both individual companies and the market in general.  The price of a security may even be affected by factors unrelated to the value or condition of its issuer, including changes in interest rates, economic and political conditions, and general market conditions.  The Fund's performance per share will change daily in response to such factors .
Management Style Risk.  Different types of securities tend to shift into and out of favor with investors depending on market and economic conditions.  The returns from the types of Portfolio Funds and other securities purchased by the Fund (growth, value, etc.) may at times be better or worse than the returns from other types of funds.  Thus, the performance of the Fund may be better or worse than the performance of funds that focus on other types of investments, or that have a broader investment style.
Common Stock Risk.  Investments by the Fund and Portfolio Funds in shares of common stock may fluctuate in value response to many factors, including the activities of the individual issuers whose securities the Fund or Portfolio Fund owns, general market and economic conditions, interest rates, and specific industry changes.  Such price fluctuations subject the Fund to potential losses.  During temporary or extended bear markets, the value of common stocks will decline, which could also result in losses for the Fund.
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Other Equity Securities Risk.  In addition to shares of common stock, the equity securities held by the Fund and Portfolio Funds may include preferred stocks, convertible preferred stocks, convertible bonds, and warrants.  Like shares of common stock, the value of these equity securities may fluctuate in response to many factors, including the activities of the issuer, general market and economic conditions, interest rates, and specific industry changes.  Also, regardless of any one company's particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund.
Large-Cap Securities Risk.  Stocks of large companies as a group can fall out of favor with the market, causing the Fund to underperform investments that have a greater focus on mid-cap or small-cap stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.
Small-Cap and Mid-Cap Securities Risk.   The Fund and Portfolio Funds may invest in securities of small-cap and mid-cap companies, which involves greater volatility than investing in larger and more established companies.  Small-cap and mid-cap companies can be subject to more abrupt or erratic share price changes than larger, more established companies.  Securities of these types of companies have limited market liquidity, and their prices may be more volatile.  You should expect that the value of the Fund's shares will be more volatile than a fund that invests exclusively in large-capitalization companies.
Fixed Income Risk.   Investments by the Fund and Portfolio Funds in fixed income securities will subject the Fund to the risks associated with such investments.  The prices of these securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers.  Fixed income securities tend to decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities.  Also, longer-term securities are more volatile, so the average maturity or duration of these securities affects risk.  Credit risk is the possibility that an issuer will fail to make timely payments of interest or principal or go bankrupt.  The lower the rating of a debt security, the greater its risks.
Interest Rate Risk.   Interest rates may rise resulting in a decrease in the value of the fixed income securities held by the Fund and Portfolio Funds or may fall resulting in an increase in the value of such securities.  Fixed income securities with longer maturities involve greater risk than those with shorter maturities.
Inflation Risk.   Fixed income securities held by the Fund and Portfolio Funds are subject to inflation risk.  Because inflation reduces the purchasing power of income produced by existing fixed income securities, the prices at which fixed income securities trade will be reduced to compensate for the fact that the income they produce is worth less.  This potential decrease in market value of fixed income securities would result in a loss in the value of the Fund's portfolio.
High-Yield Risk.   The Fund and Portfolio Funds may invest in junk bonds, including bonds of issuers in default, and other fixed income securities that are rated below investment grade.  Securities in this rating category are speculative and are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength.  Changes in economic conditions or other circumstances may have a greater effect on the ability of issuers of these securities to make principal and interest payments than they do on issuers of higher grade securities.  The retail secondary market for junk bonds may be less liquid than that of higher-rated securities and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices.  Additionally, these instruments are unsecured and may be subordinated to other creditor's claims.
65

Sector Risk.  If the Fund and Portfolio 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 Fund's share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries.
Foreign Securities and Emerging Markets Risk.   The Fund and Portfolio Funds may have significant investments in foreign securities, which have investment risks different from those associated with domestic securities.  The value of foreign investments may be affected by the value of the local currency relative to the U.S. dollar, changes in exchange control regulations, application of foreign tax laws, changes in governmental economic or monetary policy, or changed circumstances in dealings between nations.  There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities.  In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are often 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.  In addition to the risks of foreign securities in general, countries in emerging markets are more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
Short Sales Risk.   While the Fund will not short individual securities, the Portfolio Funds held by the Fund may sell securities short.  A short sale is a transaction in which the Portfolio Fund sells a security it does not own but has borrowed in anticipation that the market price of the security will decline.  The Portfolio Fund must replace the borrowed security by purchasing it at the market price at the time of replacement, which may be more or less than the price at which the Portfolio Fund sold the security.
Leverage Risk.  While the Fund will not utilize leverage (i.e., borrowing) when making investments, the Portfolio Funds held by the Fund may utilize leverage to acquire their underlying portfolio investments.  The use of leverage may exaggerate changes in a Portfolio Fund's share price and the return on its investments.  Accordingly, the value of the Fund's investments in Portfolio Funds may be more volatile and all other risks, including the risk of loss of an investment, tend to be compounded or magnified.  Borrowing also leads to additional interest expense and other fees that increase the Portfolio Fund's expenses.
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Portfolio Turnover Risk.   The Advisor will sell Portfolio Funds and other securities when it is in the interests of the Fund and its shareholders to do so without regard to the length of time they have been held.  As portfolio turnover may involve paying brokerage commissions and other transaction costs, there could be additional expenses for the Fund.  High rates of portfolio turnover may also result in the realization of short-term capital gains and losses.  Any distributions resulting from such gains will be considered ordinary income for federal income tax purposes.
Investment Advisor Risk.  The Advisor's ability to choose suitable investments has a significant impact on the ability of the Fund to achieve its investment objectives. The Advisor became registered an investment advisor with the SEC in 2015. The Advisor does not have previous experience managing an investment company registered under the 1940 Act. The portfolio managers' experience is discussed in the section of this prospectus entitled "Management of the Funds – Investment Advisor."
Fixed-Income Market Risk.  The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates), which are at or near historic lows in the United States and in other countries. An unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund's shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund's share price and increase the fund's liquidity risk, fund expenses and/or taxable distributions.
PERFORMANCE INFORMATION
The bar chart and table shown on the following page provide an indication of the risks of investing in the Fund by showing changes in the Fund's Institutional Class Shares performance from year to year and by showing how the average annual total returns for each class compare to that of a broad-based securities market index.  The Fund's past performance is not necessarily an indication of how the Fund will perform in the future.  Updated information on the Fund's results can be obtained by visiting http://secure.ncfunds.com/TNC/fundpages/860.htm for the Institutional Class Shares, by visiting http://secure.ncfunds.com/TNC/fundpages/861.htm for the Advisor Class Shares, and by visiting http://secure.ncfunds.com/TNC/fundpages/862.htm for the Class P Shares.
[ Charts and Tables on Next Page ]
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Institutional Class
Calendar Year Returns

During the periods shown in the bar chart above the Fund's highest quarterly return was 6.13% (quarter ended December 31, 2013) and the Fund's lowest quarterly return was -5.25% (quarter ended September 30, 2015 ).  The Fund's year-to-date return as of June 30, 2016 (the end of the most recent calendar quarter) was 0.64%.
Average Annual Total Returns
Periods Ended December 31, 2015
Past 1
Year
Since
Inception*
Institutional Class Shares
Before taxes
After taxes on distributions
After taxes on distributions and sale of shares
-3.73 %
-4.33 %
-1.31 %
6.66 %
5.47 %
4.96 %
S&P Global Broad Market Index
(reflects no deductions for fees and expenses)
-3.89% 5.79%
Advisor Class Shares
Before taxes

-4.62 %

6.00 %
S&P Global Broad Market Index
(reflects no deductions for fees and expenses)
-3.89% 6.39%
*The Institutional Class Shares began operating on September 20, 2012.  The Advisor Class Shares began operating on September 26, 2012. The Class P Shares are newly organized, and their performance information will be available after a full calendar year of operations.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor's tax situation and may differ from those shown and are not applicable to investors who hold Fund shares through tax-deferred arrangements such as a 401(k) plan or an individual retirement account (IRA).  After-tax returns are shown for only one class of shares and after-tax returns will vary for other classes.
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MANAGEMENT
Investment Advisor. Cavalier Investments, Inc. serves as the Fund's interim investment advisor. The Trust's Board of Trustees has selected Cavalier Investments to serve as the Fund's full investment advisor subject to a forthcoming shareholder meeting.
During part of the Fund's 2016 fiscal year, the Fund's investment adviser was FolioMetrix, LLC.
Investment Advisors. Bluestone Capital Management, LLC ("Bluestone"), Carden Capital LLC ("Carden"), Julex Capital Management, LLC ("Julex"), and Parasol Investment Management, LLC ("Parasol") serve as the Fund's interim investment sub-advisors. The Trust's Board of Trustees has selected these firms to serve as the Fund's full investment sub-advisors subject to a forthcoming shareholder meeting.
Portfolio Managers. The Fund's portfolio managers are Brian Shevlan and Lee Calfo with Bluestone, Gavan Duemke and Sean Wright with Carden, Dr. Henry Ma with Julex, and Joy Gruber, Joseph Styrna, and Alexis Zemaitis with Parasol.
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CAVALIER TACTICAL ROTATION FUND
INVESTMENT OBJECTIVES
The Cavalier Tactical Rotation Fund   seeks 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)
     
 
Institutional
Advisor
Class P
Maximum Sales Charge (Load) Imposed On Purchases
   (as a % of offering price)

None

None

None
Maximum Deferred Sales Charge (Load)
   (as a % of the lesser of amount purchased or redeemed)

None

1.00%

None
Redemption Fee
   (as a % of amount redeemed)

None

None

None
Exchange Fee
None
None
None
Annual Fund Operating Expenses
     
(expenses that you pay each year as a percentage of the value of your investment)
 
Institutional
Advisor
Class P
Management Fees
1.00%
1.00%
1.00%
Distribution and/or Service (12b‑1) Fees
None
1.00%
None
Other Expenses
0.43%
0.43%
0.43%
Acquired Fund Fees and Expenses 1
0.36%
0.36%
0.36%
Total Annual Fund Operating Expenses
1.79%
2.79%
1.79%
1.   "Acquired Fund" means any investment company in which the Fund invests or has invested during the previous fiscal year.  The "Total Annual Fund Operating Expenses" and "Net Annual Fund Operating Expenses" will not match the Fund's gross and net expense ratios reported in the Financial Highlights from the Fund's financial statements , which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses.

Example: This example on the following page 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 the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Class
1 Year
3 Years
5 Years
10 Years
Institutional
$182
$563
$970
$2,105
Advisor
$382
$865
$1,474
$3,119
Class P
$182
$563
$970
$2,105
You would pay the following expenses if you did not redeem your shares:
Class
1 Year
3 Years
5 Years
10 Years
Institutional
$182
$563
$970
$2,105
Advisor
$282
$865
$1,474
$3,119
Class P
$182
$563
$970
$2,105
Portfolio Turnover.   The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance.  During the most recent fiscal period, the Fund's portfolio turnover rate was 633.50% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund's Board of Trustees has recently appointed an interim investment sub-advisor, Beaumont Capital Management, LLC ("Beaumont"), to manage the Fund's portfolio. This appointment may result in changes to the principal investment strategies as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The Fund's interim investment advisor, Cavalier Investments (the "Advisor"), and its sub-advisor, seek to achieve the Fund's investment objective of capital appreciation by investing in no-load, institutional, and exchange-traded funds that are registered under the Investment Company Act of 1940 and not affiliated with the Fund ("Portfolio Funds") or making direct investments in portfolio securities based upon institutional research, recommendations, and trading signals from investment model managers (third party strategists whose advise the Advisor has discretion to implement) or other third-party research providers.
The Fund utilizes sector rotation strategies that attempt to capitalize on changes in the business cycle.  The investments of the Fund and Portfolio Funds will be comprised of equity securities principally consisting of common stock, preferred stock, convertible preferred stock, convertible bonds, and warrants.  The Fund and Portfolio Funds will not be limited in their investments by market capitalization, and may invest in foreign securities, including foreign securities in emerging markets.  The Portfolio Funds in which the Fund invests will have an investment objective similar to the Fund's or will otherwise track particular market sectors.  Although the Fund principally invests in Portfolio Funds with no sales related expenses or very low sales related expenses, the Fund is not precluded from investing in Portfolio Funds with sales-related expenses, redemption fees, and/or service fees.
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The Advisor will make decisions to sell a Portfolio Fund based on the Fund's asset allocation model or if the Fund's portfolio needs to be rebalanced.  Decisions by the Advisor to sell other portfolio securities will be based upon the research, recommendations, and trading signals received from investment model managers, or may be based upon a decision by the Advisor to no longer utilize a particular investment model manager due to the Advisor's assessment of the integrity of the research.  As a result of the Fund's tactical strategy, it may engage in active and frequent trading and have a relatively high level of portfolio turnover compared to other mutual funds.  Portfolio turnover will not be a limiting factor in making investment decisions.
The Fund may invest in options, futures contracts, and swaps for both speculative and hedging purposes.  These investments can be made as a substitute for taking a direct position in the underlying asset or as part of a strategy that is intended to reduce the exposure of the Fund to various risks.  To the extent that the Fund invests in options, futures contracts, and swaps, it will segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying investments.
PRINCIPAL RISKS OF INVESTING IN THE FUND
The Fund's Board of Trustees has recently appointed an interim investment sub-advisor, Beaumont Capital Management, LLC ("Beaumont"), to manage the Fund's portfolio. This appointment may result in changes to the principal investment risks as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
The loss of your money is a principal risk of investing in the Fund.  Investments in the Fund are subject to investment risks, including the possible loss of some or the entire principal amount invested.  There can be no assurance that the Fund will be successful in meeting its investment objective.  The Fund will be subject to the following principal risks:
Fund of Funds Risk.  The Fund may operate as a "fund of funds."  The term "fund of funds" is typically used to describe investment companies, such as the Fund, whose principal investment strategy involves investing in other investment companies, including open-end mutual funds, closed-end funds, and exchange-traded funds.  Investments in other investment companies subject the Fund to additional operating and management fees and expenses.  Investors in the Fund will indirectly bear fees and expenses charged by the funds in which the Fund invests, in addition to the Fund's direct fees and expenses.  The Fund's performance depends in part upon the performance of the investment advisor to each Portfolio Fund, the strategies and instruments used by the Portfolio Funds, and the Advisor's ability to select Portfolio Funds and effectively allocate Fund assets among them.
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Control of Portfolio Funds Risk.   The Portfolio Funds each have their own unique investment objective, strategies, and risks.  There is no guarantee that the Portfolio Funds will achieve their investment objectives and the Fund has exposure to the investment risks of the Portfolio Funds in direct proportion to the allocation of assets among the funds.  The investment policies of the Portfolio Funds may differ from the Fund's policies.
Although the Fund and the Advisor will evaluate regularly each Portfolio Fund to determine whether its investment program is consistent with the Fund's investment objective, the Advisor will not have any control over the investments made by a Portfolio Fund.  The investment advisor to each Portfolio Fund may change aspects of its investment strategies at any time.  The Advisor will not have the ability to control or otherwise influence the composition of the investment portfolio of a Portfolio Fund.
Market Risk.  Market risk refers to the possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market .  Market prices for securities change daily as a result of many factors, including developments affecting the condition of both individual companies and the market in general.  The price of a security may even be affected by factors unrelated to the value or condition of its issuer, including changes in interest rates, economic and political conditions, and general market conditions.  The Fund's performance per share will change daily in response to such factors .
Management Style Risk.  Different types of securities tend to shift into and out of favor with investors depending on market and economic conditions.  The returns from the types of Portfolio Funds and other securities purchased by the Fund (growth, value, etc.) may at times be better or worse than the returns from other types of funds.  Thus, the performance of the Fund may be better or worse than the performance of funds that focus on other types of investments, or that have a broader investment style.
Quantitative Model Risk.  Portfolio Funds or other investments selected using quantitative methods may perform differently from the market as a whole. There can be no assurance that these methodologies will enable the Fund to achieve its objective.
Common Stock Risk.  Investments by the Fund and Portfolio Funds in shares of common stock may fluctuate in value response to many factors, including the activities of the individual issuers whose securities the Fund or Portfolio Fund owns, general market and economic conditions, interest rates, and specific industry changes.  Such price fluctuations subject the Fund to potential losses.  During temporary or extended bear markets, the value of common stocks will decline, which could also result in losses for the Fund.
Other Equity Securities Risk.  In addition to shares of common stock, the equity securities held by the Fund and Portfolio Funds may include preferred stocks, convertible preferred stocks, convertible bonds, and warrants.  Like shares of common stock, the value of these equity securities may fluctuate in response to many factors, including the activities of the issuer, general market and economic conditions, interest rates, and specific industry changes.  Also, regardless of any one company's particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund.
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Large-Cap Securities Risk.  Stocks of large companies as a group can fall out of favor with the market, causing the Fund to underperform investments that have a greater focus on mid-cap or small-cap stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.
Small-Cap and Mid-Cap Securities Risk.   The Fund and Portfolio Funds may invest in securities of small-cap and mid-cap companies, which involves greater volatility than investing in larger and more established companies.  Small-cap and mid-cap companies can be subject to more abrupt or erratic share price changes than larger, more established companies.  Securities of these types of companies have limited market liquidity, and their prices may be more volatile.  You should expect that the value of the Fund's shares will be more volatile than a fund that invests exclusively in large-capitalization companies.
Sector Risk.  If the Fund and Portfolio 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 Fund's share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries.
Foreign Securities and Emerging Markets Risk.   The Fund and Portfolio Funds may have significant investments in foreign securities, which have investment risks different from those associated with domestic securities.  The value of foreign investments may be affected by the value of the local currency relative to the U.S. dollar, changes in exchange control regulations, application of foreign tax laws, changes in governmental economic or monetary policy, or changed circumstances in dealings between nations.  There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities.  In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are often 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.  In addition to the risks of foreign securities in general, countries in emerging markets are more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
Portfolio Turnover Risk.   The Advisor will sell Portfolio Funds and other securities when it is in the interests of the Fund and its shareholders to do so without regard to the length of time they have been held.  As portfolio turnover may involve paying brokerage commissions and other transaction costs, there could be additional expenses for the Fund.  High rates of portfolio turnover may also result in the realization of short-term capital gains and losses.  Any distributions resulting from such gains will be considered ordinary income for federal income tax purposes.
Investment Advisor Risk.  The Advisor's ability to choose suitable investments has a significant impact on the ability of the Fund to achieve its investment objectives. The Advisor became registered an investment advisor with the SEC in 2015. The Advisor does not have previous experience managing an investment company registered under the 1940 Act. The portfolio managers' experience is discussed in the section of this prospectus entitled "Management of the Funds – Investment Advisor."
74

PERFORMANCE INFORMATION
The bar chart and table shown on the following page provide an indication of the risks of investing in the Fund by showing changes in the Fund's Institutional Class Shares performance from year to year and by showing how the average annual total returns for each class compare to that of a broad-based securities market index.  The Fund's past performance is not necessarily an indication of how the Fund will perform in the future.  Updated information on the Fund's results can be obtained by visiting http://secure.ncfunds.com/TNC/fundpages/851.htm for the Institutional Class Shares, by visiting http://secure.ncfunds.com/TNC/fundpages/852.htm for the Advisor Class Shares, and by visiting http://secure.ncfunds.com/TNC/fundpages/853.htm for the Class P Shares.
[ Charts and Tables on Next Page ]
75


Institutional Class
Calendar Year Returns

During the periods shown in the bar chart above the Fund's highest quarterly return was 6.02% (quarter ended December 31, 2013 ) and the Fund's lowest quarterly return was --7.48% (quarter ended September 30, 2015 ).  The Fund's year-to-date return as of June 30, 2016 (the end of the most recent calendar quarter) was 1.34%.
Average Annual Total Returns
Periods Ended December 31, 2015
Past 1
Year
Since
Inception*
Institutional Class Shares
Before taxes
After taxes on distributions
After taxes on distributions and sale of shares
-2.89 %
-3.95 %
-1.57 %
7.87 %
6.05 %
5.43 %
S&P Global Broad Market Index
(reflects no deductions for fees and expenses)
-3.89 %
5.79 %
Advisor Class Shares
Before taxes

-3.85 %

7.19 %
S&P Global Broad Market Index
(reflects no deductions for fees and expenses)
3.89 %
6.39%
*The Institutional Class Shares began operating on September 20, 2012.  The Advisor Class Shares began operating on September 26, 2012. The Class P Shares are newly organized, and their performance information will be available after a full calendar year of operations.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor's tax situation and may differ from those shown and are not applicable to investors who hold Fund shares through tax-deferred arrangements such as a 401(k) plan or an individual retirement account (IRA).  After-tax returns are shown for only one class of shares and after-tax returns will vary for other classes.
76

MANAGEMENT
Investment Advisor. Cavalier Investments, Inc. serves as the Fund's interim investment advisor. The Trust's Board of Trustees has selected Cavalier Investments to serve as the Fund's full investment advisor subject to a forthcoming shareholder meeting.
During part of the Fund's 2016 fiscal year, the Fund's investment adviser was FolioMetrix, LLC.
Investment Sub-Advisor. Beaumont Capital Management, LLC ("Beaumont") serves as the Fund's interim investment sub-adviser. The Trust's Board of Trustees has selected Beaumont to serve as the Fund's full investment sub-advisor subject to a forthcoming shareholder meeting.
Portfolio Managers.   The Fund's portfolio manager is David Haviland.
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  IMPORTANT ADDITIONAL INFORMATION
PURCHASE AND SALE OF FUND SHARES
The minimum initial investment for all Funds and all share classes is $250 and the minimum subsequent investment is $50, although the minimums may be waived or reduced in some cases.
You can purchase Institutional and Advisor Class shares directly from the Fund by mail or bank wire. Class P shares are only available through financial firms. You can redeem Institutional and Advisor Class shares directly from the Fund by mail, facsimile, telephone, and bank wire. Class P shares may only be redeemed through the investor's financial firm. Please contact the financial firm for details.

Purchase and redemption orders of Institutional and Advisor Class shares by mail should be sent to the Cavalier Funds, c/o Nottingham Shareholder Services, Post Office Box 4365, Rocky Mount, North Carolina 27803-0365.  Redemption orders by facsimile should be transmitted to 919-882-9281.  Please call the Fund at 1-800-773-3863 to conduct telephone transactions or to receive wire instructions for bank wire orders.  The Fund has also authorized certain broker-dealers to accept purchase and redemption orders on its behalf.  Investors who wish to purchase or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
TAX INFORMATION
The Funds' distributions will generally be taxed to you as ordinary income or capital gains, unless you are investing through a tax deferred arrangement, such as a 401(k) plan or an individual retirement account.  Distributions on investments made through tax deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those accounts.
FINANCIAL INTERMEDIARY COMPENSATION
If you purchase shares of the Funds through a broker-dealer or other financial intermediary (such as a bank) the Funds 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 Funds over another investment.  Ask your salesperson or visit your financial intermediary's website for more information.
78

PRINCIPAL INVESTMENT OBJECTIVES, STRATEGIES, AND RISKS
The Fund's Board of Trustees has recently appointed various interim investment sub-advisors to manage the Funds' portfolios. These appointments may result in changes to the principal investment objectives, strategies, and risks as described in this section. Investors should expect to receive supplemental information regarding any such changes in a forthcoming prospectus update.
INVESTMENT OBJECTIVES
The investment objective for each Fund is listed in the table below. These investment objectives are not fundamental policies and can be changed without shareholder approval by a vote of the Board of Trustees.  Shareholders will receive sixty days' prior written notice before a change to an investment objective takes effect.
Fund
Investment Objective
Alpha Risk Hedged Dividend Equity Fund
Total return through a combination of capital appreciation and current income.
Cavalier Adaptive Income Fund
Total return through a combination of capital appreciation and current income.
Cavalier Dividend Income Fund
Equity income and capital appreciation.
Cavalier Dynamic Growth Fund
Capital appreciation without regard to current income.
Cavalier Fundamental Growth Fund
Capital appreciation.
Cavalier Global Opportunities Fund
Capital appreciation.
Cavalier Hedged High Income Fund
Current income and real return.
Cavalier Multi Strategist Fund
Total return through a combination of capital appreciation and current income.
Cavalier Tactical Rotation Fund
Capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES FOR THE FUNDS
The Advisor and Sub-Advisors seek to achieve each Fund's investment objective by investing in no-load, institutional, and exchange-traded funds registered under the Investment Company Act of 1940 ("Portfolio Funds") or making direct investments in portfolio securities based upon institutional research, recommendations, and trading signals from investment model managers (third party strategists whose advise Cavalier Investments has discretion to implement) or other third-party research providers.
The Portfolio Funds in which each Fund invests will have investment objectives similar to the Fund's or will otherwise hold permitted investments under the Fund's investment policies.  Although the Funds principally invest in Portfolio Funds with no sales related expenses or very low sales related expenses, the Funds are not precluded from investing in Portfolio Funds with sales-related expenses, redemption fees, and/or service fees.
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The Advisor or Sub-Advisors will sell a Portfolio Fund when a more attractive investment opportunity is identified or a Fund's portfolio needs to be rebalanced.  Decisions by the Advisor or Sub-Advisor to sell other portfolio securities will be based upon the research, recommendations, and trading signals received from investment model managers, or may be based upon a decision by the Advisor or Sub-Advisor to no longer utilize a particular investment model manager due to the Advisor or Sub-Advisor's assessment of the integrity of the research.  As a result of this strategy, the Funds may have a relatively high level of portfolio turnover compared to other mutual funds.  With the exception of the Cavalier Global Opportunities Fund, portfolio turnover will not be a limiting factor in making investment decisions.
The Funds may invest in options, futures contracts, and swaps for both speculative and hedging purposes.  These investments can be made as a substitute for taking a direct position in the underlying asset or as part of a strategy that is intended to reduce the exposure of the Fund to various risks.  The net notional value of option and swaps contracts held by a Fund will not exceed the Fund's net asset value.  Margin deposits on futures contracts and swaps will not exceed 5% of a Fund's net asset value unless the net notional value of the futures contracts and swaps remains less than the Fund's net asset value.  To the extent that a Fund invests in options, futures contracts, and swaps, it will comply with the Investment Company Act of 1940, including Section 18 and relevant interpretive positions of the staff of the Securities and Exchange Commission, that require the Fund to segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying investments.
Alpha Risk Hedged Equity Fund
The Advisor seeks to achieve the Fund's investment objective by investing in no-load, institutional, and exchange-traded funds registered under the Investment Company Act of 1940 ("Portfolio Funds"). The Advisor will utilize alternative, or non-traditional, investment strategies and asset classes, principally the following: (i) long/short strategies that involve buying securities that are expected to increase in value and selling others short that are expected to decrease in value; (ii) market neutral strategies that seek to deliver consistent returns regardless of the direction the overall market movements, typically through a combination of long and short positions; (iii) managed futures strategies that make long and short investments in futures contracts and options on futures contracts; (iv) merger arbitrage strategies that attempt to profit from the successful completion of mergers and other corporate reorganizations; (v) commodity related strategies that invest in commodity-linked derivatives or directly in physical commodities, as well as in securities issued by companies principally engaged in the energy, metals, and agriculture industries; and (vi) currency strategies that attempt to profit by obtaining exposure to global currencies through forward contracts, spot transactions, and currency options.
The investments of the Fund and Portfolio Funds will consist of equity securities and fixed income securities.  The Advisor will seek to construct portfolios that achieve the Fund's investment objective in the most efficient manner available given potential risks, cost, and nature of the investments being employed.
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The Fund and Portfolio Funds will not be limited in their investments by market capitalization or sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Advisor deems an issuer to be foreign if it is an issuer of securities for which a U.S. market is not the principal trading market.  The Fund and Portfolio Funds may invest in fixed income securities of any maturity and any credit rating, including junk bonds, bonds of issuers in default, and unrated bonds.
In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying investments.  The Fund will not short individual securities or utilize leverage to acquire investments.
·   Common Stock Risk
·   Commodities Risk
·   Control of Portfolio Funds Risk
·   Derivatives Risk
·   Fixed Income Risk
·   Fixed-Income Market Risk
·   Swaps Risk
·   Fund of Funds Risk
·   High-Yield Risk
·   Inflation Risk
·   Interest Rate Risk
·   Investment Advisor Risk
·   Large-Cap Securities Risk
·   Leverage Risk
·   Management Style Risk
·   Market Risk
·   Other Equity Securities Risk
·   Portfolio Turnover Risk
·   Real Estate Risk
·   Sector Risk
·   Short Sales Risk
·   Foreign Securities and Emerging Markets Risk
·   Small-Cap and Mid-Cap Securities Risk

Cavalier Adaptive Income Fund
The investments of the Fund and Portfolio Funds will be comprised of fixed income securities, principally consisting of bonds, corporate debt securities, convertible securities, TIPS, and other treasuries.  The Advisor uses a proprietary screening process to select Portfolio Funds and investment model managers.  The screening process includes analysis of sector and asset allocations, total returns, and risk data.  This process leads to a full quantitative and qualitative due diligence analysis of an investment methodology that may be employed within the Fund.  The Advisor will seek to construct portfolios that achieve the Fund's investment objective in the most efficient manner available given potential risks, cost, and nature of the investments being employed.
The Fund and Portfolio Funds may invest in fixed income securities of any maturity and any credit rating, including junk bonds, bonds of issuers in default, and unrated bonds.  The Fund and Portfolio Funds do not have an established average portfolio duration and the average portfolio durations will vary.  Duration is a measure used to determine the sensitivity of a security's price to changes in interest rates.  The longer a security's duration, the more sensitive it will be to changes in interest rates.
The Fund and Portfolio Funds will not be limited in their investments by sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Advisor deems an issuer to be foreign if it is an issuer of securities for which a U.S. market is not the principal trading market.
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In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying investments.  The Fund will not short individual securities or utilize leverage to acquire investments.
The Fund is subject to the following principal risks:
·   Fund of Funds Risk
·   Control of Portfolio Funds Risk
·   Market Risk
·   Inflation Risk
·   High-Yield Risk
·   Corporate Debt Securities Risk
·   Convertible Securities Risk
·   TIPS Risk
·   Sector Risk
·   Foreign Securities and Emerging Markets Risk
·   Derivatives Risk
·   Management Style Risk
·   Fixed Income Risk
·   Interest Rate Risk
·   Short Sales Risk
·   Leverage Risk
·   Portfolio Turnover Risk
·   Futures Risk
·   Swaps Risk
·   Risks from Purchasing Options
·   Risks from Writing Options
·   Investment Advisor Risk
·   Fixed-Income Market Risk
These and other risks could cause you to lose money in your investment in the Fund and could adversely a ect the Fund's net asset value and investment performance. These risks are described under "Principal Investment Risks" below.
Cavalier Dividend Income Fund
The Fund's interim investment advisor, Cavalier Investments (the "Advisor"), seeks to achieve the Fund's investment objective of equity income and capital appreciation by investing in dividend paying companies located all over the world. The Fund has a policy of investing at least 80% of assets in dividend paying securities.
The Fund invests principally in common stocks and American Depository Receipts ("ADRs") that regularly pay dividends. Investments are selected based on relative dividend yields, dividend growth potential, and anticipated stock price appreciation. This globally oriented portfolio is typically structured with up to 120 stocks diversified across seven to ten sectors that can include the consumer discretionary, consumer staples, energy, financials, industrials, health care, materials, technology, telecommunications, and utilities sectors. The Fund is not limited in its investments by market capitalization.
The Fund is subject to the following principal risks:
 
·   Common Stock Risk
·   Commodities Risk
·   Control of Portfolio Funds Risk
·   Convertible Securities Risk
·   Corporate Debt Securities Risk
·   Derivatives Risk
·   Fixed Income Risk
·   Fixed Income Market Risk
·   Foreign Securities and Emerging
      Markets Risk
·   Fund of Funds Risk
 
 
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·   Futures Risk
·   High-Yield Risk
·   Inflation Risk
·   Interest Rate Risk
·   Investment Advisor Risk
·   Large-Cap Securities Risk
·   Leverage Risk
·   Management Style Risk
·   Market Risk
·   Mortgage and Asset-Backed
      Securities Risk
·   Municipal Securities Risk
·   Other Equity Securities Risk
·   Portfolio Turnover Risk
·   Risks from Purchasing Options
·   Quantitative Model Risk
·   Real Estate Risk
·   Sector Risk
·   Short Sales Risk
·   Small-Cap and Mid-Cap
      Securities Risk
·   Swaps Risk
·   Risks from Treasury Inflation-
      Protected Securities
·   Risks from Writing Options

Cavalier Dynamic Growth Fund
The investments of the Fund and Portfolio Funds will be comprised of equity securities, principally consisting of common stock, preferred stock, convertible preferred stock, convertible bonds, and warrants.  The Advisor uses a proprietary screening process to select Portfolio Funds and investment model managers.  The screening process includes analysis of sector and asset allocations, total returns, and risk data.  This process leads to a full quantitative and qualitative due diligence analysis of an investment methodology that may be employed within the Fund.  The Advisor will seek to construct portfolios that achieve the Fund's investment objective in the most efficient manner available given potential risks, cost, and nature of the investments being employed.
The Fund and Portfolio Funds will not be limited in their investments by market capitalization or sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Advisor deems an issuer to be foreign if it is an issuer of securities for which a U.S. market is not the principal trading market.
In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying portfolio investments.  The Fund will not short individual securities or utilize leverage to acquire investments.
The Fund is subject to the following principal risks:
·   Fund of Funds Risk
·   Control of Portfolio Funds Risk
·   Market Risk
·   Management Style Risk
·   Common Stock Risk
·   Other Equity Securities Risk
·   Large Cap Securities Risk
·   Small-Cap and Mid-Cap Securities Risk
·   Sector Risk
·   Short Sales Risk
·   Leverage Risk
·   Portfolio Turnover Risk
·   Investment Advisor Risk
·   Foreign Securities and Emerging Markets Risk
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These and other risks could cause you to lose money in your investment in the Fund and could adversely a ect the Fund's net asset value and investment performance. These risks are described under "Principal Investment Risks" below.
Cavalier Fundamental Growth Fund
The Fund's investment sub-advisor, Navellier & Associates, Inc. (the "Sub-Advisor"), seeks to achieve the Fund's investment objective of capital appreciation by principally investing in stocks that the Sub-Advisor believes to have above-average growth potential relative to their peers.  The Sub-Advisor uses a proprietary screening system that incorporates quantitative and fundamental analysis in order to construct the Fund's portfolio.  The Advisor will be responsible for monitoring and overseeing the investment sub-advisor, including the monitoring of risk and the continual validation of the sub-advisor and investment strategy.
The Fund invests principally in common stocks and is not limited in its investments by market capitalization.  The Fund's investments may be issued by both domestic and foreign companies, and investments may be made directly in foreign markets, including emerging markets, as well as indirectly through exchange-traded funds and American Depository Receipts ("ADRs The Sub-Advisor deems an issuer to be foreign if it is an issuer of securities for which a U.S. market is not the principal trading market.  To the extent the Fund invests in ADRs, it may invest in ADRs sponsored by the issuers of the underlying securities or ADRs not sponsored by the issuers.
The Sub-Advisor's screening system for the Fund is composed of three steps.  First, the Sub-Advisor employs quantitative analysis of market and individual stock statistics in order to rank stocks by different measures of risk and reward.  Second, screens based on fundamental variables are applied to the highest ranked stocks, those found to have encouraging risk/reward measures.  This step seeks to highlight investment opportunities by evaluating companies in light their profit margins, earnings growth, and the ratio of price to expected future earnings.  Third, the Sub-Advisor uses a proprietary optimization model to try to design a risk-adjusted portfolio that is diversified across sectors and industries.
The Sub-Advisor may sell a portfolio security when its reward/risk measures weaken, the fundamentals of the stock change, to pursue opportunities that the Sub-Advisor believes will be of greater benefit to the Fund, or to rebalance the Fund's portfolio.
The Fund may, from time to time, take temporary defensive positions in an attempt to respond to adverse market, economic, political, or other conditions.  During such an unusual set of circumstances, the Fund may hold up to 100% of its portfolio in cash or cash equivalent positions.  When the Fund takes temporary defensive positions, the Fund may not be able to achieve its investment objective.
The Fund is subject to the following principal risks:
·   General Market Risk
·   Quantitative Model Risk
·   Emerging Markets Risk
·   Currency Risk
 
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·   Common Stock Risk
·   Large Cap Securities Risk
·               Small-Cap and Mid-Cap Securities Risk
·   Micro-Cap Securities Risk
 
·   Depository Receipts
·   Investment Advisor Risk
·   Foreign Investment Risk
·   Management Style Risk
These and other risks could cause you to lose money in your investment in the Fund and could adversely a ect the Fund's net asset value and investment performance. These risks are described under "Principal Investment Risks" below.
Cavalier Global Opportunities Fund
The investments of the Fund and Portfolio Funds will be comprised of equity securities, principally consisting of common stock, preferred stock, convertible preferred stock, convertible bonds, and warrants.  Under normal circumstances, at least 80% of the Fund's net assets,   plus borrowings for investment purposes, will be invested in equity securities or Portfolio Funds that invest in equity securities.  The Portfolio Funds themselves must also have investment policies that require them to invest at least 80% of net assets,   plus borrowings for investment purposes, in equity securities.  Shareholders will be provided with at least 60 days' prior notice of any change in this policy.
The Advisor uses a proprietary screening process to select Portfolio Funds and investment model managers.   The screening process is based upon their ability to provide exposure to the global equity market as measured by the S&P Global Broad Market Index and leads to a full quantitative and qualitative due diligence analysis of an investment methodology that may be employed within the Fund.  The Advisor will seek to construct portfolios that achieve the Fund's investment objective in the most efficient manner available given potential risks, cost, and nature of the investments being employed.   In addition, the Advisor will seek to avoid high portfolio turnover in the Fund.
The Fund and Portfolio Funds will not be limited in their investments by market capitalization or sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Advisor deems an issuer to be foreign if it is an issuer of securities for which a U.S. market is not the principal trading market.
In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying portfolio investments.  The Fund will not short individual securities or utilize leverage to acquire investments.
The Fund is subject to the following principal risks:
·   Fund of Funds Risk
·   Control of Portfolio Funds Risk
·   Market Risk
·   Management Style Risk
·   Common Stock Risk
·   Other Equity Securities Risk
·   Large Cap Securities Risk
 
·   Sector Risk
·   Derivatives Risk
·   Short Sales Risk
·   Leverage Risk
·   Futures Risk
·   Swaps Risk
·   Risks from Purchasing Options
 
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·   Small-Cap and Mid-Cap
      Securities Risk
·   Foreign Securities and Emerging
      Markets Risk
·   Risks from Writing Options
·   Investment Advisor Risk
 
These and other risks could cause you to lose money in your investment in the Fund and could adversely a ect the Fund's net asset value and investment performance. These risks are described under "Principal Investment Risks" below.
Cavalier Hedged High Income Fund
The investments of the Fund and Portfolio Funds will be comprised of fixed income securities, principally consisting of bonds, corporate debt securities, and government securities.  Such investments will frequently include junk bonds, emerging market debt, and mortgage- and asset-backed securities.  The Advisor uses a proprietary screening process to select Portfolio Funds and investment model managers.  The screening process includes analysis of current income and risk data.  This process leads to a full quantitative and qualitative due diligence analysis of an investment methodology that may be employed within the Fund.  The Advisor will seek to construct portfolios that achieve the Fund's investment objective in the most efficient manner available given potential risks, cost, and nature of the investments being employed.
The Fund and Portfolio Funds may invest in fixed income securities of any maturity and any credit rating, including junk bonds, bonds of issuers in default, and unrated bonds.  The Fund and Portfolio Funds do not have an established average portfolio duration and the average portfolio durations will vary.  Duration is a measure used to determine the sensitivity of a security's price to changes in interest rates.  The longer a security's duration, the more sensitive it will be to changes in interest rates.
The Fund and Portfolio Funds will not be limited in their investments by sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Advisor deems an issuer to be foreign if it is an issuer of securities for which a U.S. market is not the principal trading market.
In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying investments.  The Fund will not short individual securities or utilize leverage to acquire investments.
The Fund is subject to the following principal risks:
·   Fund of Funds Risk
·   Control of Portfolio Funds Risk
·   Market Risk
·   Management Style Risk
·   Fixed Income Risk
·   Interest Rate Risk
·   Inflation Risk
·   High-Yield Risk
·   Sector Risk
·   Derivatives Risk
·   Short Sales Risk
·   Leverage Risk
·   Portfolio Turnover Risk
·   Risks from Purchasing Options
·   Risks from Writing Options
·   Investment Advisor Risk
 
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·   Corporate Debt Securities Risk
·   Mortgage- and Asset-Backed Securities Risk
·   Fixed-Income Market Risk
·   Foreign Securities and Emerging Markets Risk
These and other risks could cause you to lose money in your investment in the Fund and could adversely a ect the Fund's net asset value and investment performance. These risks are described under "Principal Investment Risks" below.
Cavalier Multi Strategist Fund
The Advisor uses a proprietary screening process to select Portfolio Funds and investment model managers.  The screening process seeks to identify managers who, over time, have proven successful at allocating portfolios for long-term growth without the constraints of a specific asset class, style, or sector.  This process leads to a full quantitative and qualitative due diligence analysis of an investment methodology that may be employed within the Fund.  The Portfolio Funds' investments may consist of equity securities and fixed income securities.  The Advisor will seek to construct portfolios that achieve the Fund's investment objective in the most efficient manner available given potential risks, cost, and nature of the investments being employed.
The Fund and Portfolio Funds will not be limited in their investments by market capitalization or sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Advisor deems an issuer to be foreign if it is an issuer of securities for which a U.S. market is not the principal trading market.  The Fund and Portfolio Funds may invest in fixed income securities of any maturity and any credit rating, including junk bonds, bonds of issuers in default, and unrated bonds.
In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying investments.  The Fund will not short individual securities or utilize leverage to acquire investments.
The Fund is subject to the following principal risks:
·   Fund of Funds Risk
·   Control of Portfolio Funds Risk
·   Market Risk
·   Management Style Risk
·   Common Stock Risk
·   Other Equity Securities Risk
·   Large Cap Securities Risk
·   Small-Cap and Mid-Cap
      Securities Risk
·   Fixed Income Risk
·   Interest Rate Risk
 
·   Foreign Securities and Emerging
      Markets Risk
·   Short Sales Risk
·   Leverage Risk
·   Portfolio Turnover Risk
·   Investment Advisor Risk
·   Fixed-Income Market Risk
·   Inflation Risk
·   High-Yield Risk
·   Sector Risk
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These and other risks could cause you to lose money in your investment in the Fund and could adversely a ect the Fund's net asset value and investment performance. These risks are described under "Principal Investment Risks" below.
Cavalier Tactical Rotation Fund
The Fund utilizes sector rotation strategies that attempt to capitalize on changes in the business cycle.  The investments of the Fund and Portfolio Funds will be comprised of equity securities principally consisting of common stock, preferred stock, convertible preferred stock, convertible bonds, and warrants.
The Advisor uses a proprietary screening process to select Portfolio Funds and investment model managers.  The screening process includes analysis of price movements, historical prices, volatility, and other data.  This process leads to a full quantitative and qualitative due diligence analysis of an investment methodology that may be employed within the Fund.  The Advisor will seek to construct portfolios that achieve the Fund's investment objective in the most efficient manner available given potential risks, cost, and nature of the investments being employed.
The Fund and Portfolio Funds will not be limited in their investments by market capitalization or sector criteria, and may invest in foreign securities, including foreign securities in emerging markets.  The Advisor deems an issuer to be foreign if it is an issuer of securities for which a U.S. market is not the principal trading market.
In addition, the Portfolio Funds may invest in derivative instruments (principally consisting of options, futures contracts, swaps, and short sales) and utilize leverage to acquire their underlying portfolio investments.  The Fund will not short individual securities or utilize leverage to acquire investments.
The Fund is subject to the following principal risks:
·   Fund of Funds Risk
·   Control of Portfolio Funds Risk
·   Market Risk
·   Management Style Risk
·   Common Stock Risk
·   Other Equity Securities Risk
·   Quantitative Model Risk
·   Foreign Securities and Emerging Markets Risk
·   Sector Risk
·   Short Sales Risk
·   Leverage Risk
·   Portfolio Turnover Risk
·   Investment Advisor Risk
·   Large Cap Securities Risk
·   Small-Cap and Mid-Cap Securities Risk
These and other risks could cause you to lose money in your investment in the Fund and could adversely a ect the Fund's net asset value and investment performance. These risks are described under "Principal Investment Risks" below.
PRINCIPAL INVESTMENT RISKS FOR THE FUNDS
Common Stock Risk.  Investments by the Fund and Portfolio Funds in shares of common stock may fluctuate in value response to many factors, including the activities of the individual issuers whose securities the Fund or Portfolio Fund owns, general market and economic conditions, interest rates, and specific industry changes.  Such price fluctuations subject the Fund to potential losses.  In addition, regardless of any one company's particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund.  Market declines may continue for an indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of common stocks will decline.
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Commodities Risk.  The Fund and Portfolio Funds may have exposure to the commodities markets, subjecting the Fund to risks not associated with investments in traditional securities.  The value of commodities related investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, including drought, floods, weather, livestock disease, embargoes, and tariffs.  The prices of industrial metals, precious metals, agriculture, and livestock commodities may fluctuate widely due to changes in value, supply and demand, and governmental regulatory policies.
Control of Portfolio Funds Risk.  The Portfolio Funds each have their own unique investment objective, strategies, and risks.  There is no guarantee that the Portfolio Funds will achieve their investment objectives and the Fund has exposure to the investment risks of the Portfolio Funds in direct proportion to the allocation of assets among the funds.  The investment policies of the Portfolio Funds may differ from the Fund's policies.
Although the Fund and the Advisor will evaluate regularly each Portfolio Fund to determine whether its investment program is consistent with the Fund's investment objective, the Advisor will not have any control over the investments made by a Portfolio Fund.  Even though each Portfolio Fund is subject to certain constraints, the investment advisor of each Portfolio Fund may change aspects of its investment strategies at any time.  The Advisor will not have the ability to control or otherwise influence the composition of the investment portfolio of a Portfolio Fund.
Convertible Securities Risk.  Convertible securities are fixed income securities that the Fund or a Portfolio Fund has the option to exchange for equity securities at a specified conversion price.  The option allows the Fund or Portfolio Fund to realize additional returns if the market price of the equity securities exceeds the conversion price.  For example, the Portfolio Fund may hold fixed income securities that are convertible into shares of common stock at a conversion price of $10 per share.  If the market value of the shares of common stock reached $12, the Portfolio Fund could realize an additional $2 per share by converting its fixed income securities.  Convertible securities have lower yields than comparable fixed income securities.  In addition, at the time a convertible security is issued the conversion price exceeds the market value of the underlying equity securities.  Thus, convertible securities may provide lower returns than non-convertible fixed income securities or equity securities depending upon changes in the price of the underlying equity securities.  However, convertible securities permit the Fund or Portfolio Fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment.
Corporate Debt Securities Risk.  The Fund and Portfolio Funds may invest in corporate debt securities.  Corporate debt securities are fixed income securities issued by businesses.  Notes, bonds, debentures, and commercial paper are the most prevalent types of corporate debt securities.  The credit risks of corporate debt securities vary widely among issuers.  In addition, the credit risk of an issuer's debt security may vary based on its priority for repayment.  Higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities.  This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities.  In addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities.  Some subordinated securities, like trust preferred and capital securities notes, also permit the issuer to defer payments under certain circumstances.  Insurance companies issue securities known as surplus notes that permit the insurance company to defer any payment that would reduce its capital below regulatory requirements.
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Currency Risk.   Currency risk is the chance that changes in currency exchange rates will negatively affect the Fund.  The Fund's indirect and direct exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of short positions, that the U.S. dollar will decline in value relative to the currency being hedged.  Adverse changes in currency exchange rates relative to the U.S. dollar may diminish gains from investments denominated in a foreign currency or may widen existing losses.  Currency gains and losses can occur regardless of the performance of the underlying investment.
Depository Receipts.   The Fund may invest in the securities of foreign issuers in the form of depository receipts or other securities convertible into securities of foreign issuers.  Depository receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted.  The Fund may invest in both sponsored and unsponsored American Depository Receipts ("ADRs"), Global Depository Receipts ("GDRs"), and other similar global instruments.  ADRs are generally issued by an American bank or trust company and evidence ownership of underlying securities issued by a foreign corporation.  GDRs are generally issued by a foreign branch of an international bank that evidence ownership of foreign underlying securities.  Unsponsored ADR and GDR programs are organized independently and without the cooperation of the issuer of the underlying securities.  As a result, available information concerning the issuer may not be as current as for sponsored ADRs and GDRs, and the prices of unsponsored ADRs and GDRs may be more volatile than if such instruments were sponsored by the issuer.  The Fund's investments in depository receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.
Derivatives Risk.  The Fund and the Portfolio Funds held by the Fund may use derivative instruments, which derive their value from the value of an underlying security, currency, or index.  Derivative instruments involve risks different from direct investments in the underlying assets, including: imperfect correlation between the value of the derivative instrument and the underlying assets; risks of default by the other party to the derivative instrument; risks that the transactions may result in losses of all or in excess of any gain in the portfolio positions; and risks that the transactions may not be liquid.
Emerging Markets Risk.  The Fund may invest in emerging markets, which are markets of countries in the initial stages of industrialization and generally have low per capital income.  In addition to the risks of foreign securities in general, countries in emerging markets are generally more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
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Fixed Income Risk.  Investments by the Fund and Portfolio Funds in fixed income securities will subject the Fund to the risks associated with such investments.  The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers.  Fixed income securities tend to decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities.  Also, longer-term securities are more volatile, so the average maturity or duration of these securities affects risk.  Credit risk is the possibility that an issuer will fail to make timely payments of interest or principal or go bankrupt.  The lower the rating of a debt security, the greater its risks.
Fixed-Income Market Risk.  The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates), which are at or near historic lows in the United States and in other countries. An unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund's shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund's share price and increase the fund's liquidity risk, fund expenses and/or taxable distributions.
Foreign Investment Risk.   The Fund's investments in foreign securities involve risks different from those associated with domestic securities.  Foreign securities have investment risks different from those associated with domestic securities.  Changes in foreign economies and political climates are more likely to affect the Fund than another fund that invests exclusively in domestic securities.  The value of foreign currency denominated securities or foreign currency contracts is affected by the value of the local currency relative to the U.S. dollar.  There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities.  The value of foreign investments may be affected by changes in exchange control regulations, application of foreign tax laws (including withholding tax), changes in governmental 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.
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Foreign Securities and Emerging Markets Risk.  The Fund and Portfolio Funds may have significant investments in foreign securities.  Foreign securities have investment risks different from those associated with domestic securities.  Changes in foreign economies and political climates are more likely to affect the Fund or a Portfolio Fund with significant investments in foreign securities than another fund that invests exclusively in domestic securities.  The value of foreign currency denominated securities or foreign currency contracts is affected by the value of the local currency relative to the U.S. dollar.  There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities.  The value of foreign investments may be affected by changes in exchange control regulations, application of foreign tax laws (including withholding tax), changes in governmental 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 often 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.
The Fund and Portfolio Funds may also invest in emerging markets, which are markets of countries in the initial stages of industrialization and have low per capital income.  In addition to the risks of foreign securities in general, countries in emerging markets are more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
Fund of Funds Risk.  The Fund is a "fund of funds."  The term "fund of funds" is typically used to describe investment companies, such as the Fund, whose principal investment strategy involves investing in other investment companies, including open-end mutual funds, closed-end funds, and exchange-traded funds.  Investments in other investment companies subject the Fund to additional operating and management fees and expenses.  Investors in the Fund will indirectly bear fees and expenses charged by the funds in which the Fund invests, in addition to the Fund's direct fees and expenses.  As a result, the cost of investing in the Fund will be higher than the cost of investing directly in the Portfolio Funds and also may be higher than other funds that invest directly in securities.  The Fund's performance depends in part upon the performance of the investment advisor to each Portfolio Fund, the strategies and instruments used by the Portfolio Funds, and the Advisor's ability to select Portfolio Funds and effectively allocate Fund assets among them.  Furthermore, the use of a fund of funds structure could affect the timing, amount, and character of distributions and therefore may increase the amount of taxes payable by you.
Futures Risk.  Use of futures contracts by the Fund or the Portfolio Funds may cause the value of the Fund's shares to be more volatile.  Futures contracts expose the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not accurately track the underlying securities.  Changes in the value of futures contracts may not track or correlate perfectly with the underlying index because of temporary, or even long-term, supply and demand imbalances and because futures do not pay dividends unlike the stocks upon which they are based.
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When the Fund invests in futures, it will comply with requirements of the Investment Company Act of 1940 and the guidance of no-action letters issued by the Securities and Exchange Commission, including Investment Company Act Release No. 10666 (Apr. 18, 1979), that require the Fund to segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.
General Market Risk. The Fund's net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities. Certain securities held by the Fund may be worth less than the price originally paid for them, or less than they were worth at an earlier time.
High-Yield Risk.  The Fund and Portfolio Funds may invest in junk bonds, including bonds of issuers in default, and other fixed income securities that are rated below investment grade.  Securities in this rating category are speculative and are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength.  Changes in economic conditions or other circumstances may have a greater effect on the ability of issuers of these securities to make principal and interest payments than they do on issuers of higher grade securities.  The retail secondary market for junk bonds may be less liquid than that of higher-rated securities and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices.  Additionally, these instruments are unsecured and may be subordinated to other creditor's claims.
Inflation Risk.  Fixed income securities held by the Fund and Portfolio Funds are subject to inflation risk.  Because inflation reduces the purchasing power of income produced by existing fixed income securities, the prices at which fixed income securities trade will be reduced to compensate for the fact that the income they produce is worth less.  This potential decrease in market value of fixed income securities would result in a loss in the value of the Fund's portfolio.
Interest Rate Risk.  Interest rates may rise resulting in a decrease in the value of the fixed income securities held by the Fund and Portfolio Funds or may fall resulting in an increase in the value of such securities.  Fixed income securities with longer maturities involve greater risk than those with shorter maturities.
Investment Advisor Risk.  The Advisor's ability to choose suitable investments has a significant impact on the ability of the Fund to achieve its investment objectives. The Advisor became registered an investment advisor with the SEC in 2015. The Advisor does not have previous experience managing an investment company registered under the 1940 Act. The portfolio managers' experience is discussed in the section of this prospectus entitled "Management of the Funds – Investment Advisor."
Large-Cap Securities Risk.  Stocks of large companies as a group can fall out of favor with the market, causing the Fund to underperform investments that have a greater focus on mid-cap or small-cap stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.
Leverage Risk.  While the Fund will not utilize leverage (i.e., borrowing) when making investments, the Portfolio Funds held by the Fund may utilize leverage to acquire their underlying portfolio investments.  The use of leverage may exaggerate changes in a Portfolio Fund's share price and the return on its investments.  Accordingly, the value of the Fund's investments in Portfolio Funds may be more volatile and all other risks, including the risk of loss of an investment, tend to be compounded or magnified.  Any losses suffered by a Portfolio Fund as a result of the use of leverage could adversely affect the Fund's net asset value and an investor could incur a loss in their investment in the Fund.  Borrowing also leads to additional interest expense and other fees that increase the Portfolio Fund's expenses.
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Management Style Risk.  Different types of securities tend to shift into and out of favor with investors depending on market and economic conditions.  The returns from the types of Portfolio Funds and other securities purchased by the Fund (growth, value, etc.) may at times be better or worse than the returns from other types of funds.  Each type of investment tends to go through cycles of performing better or worse than the market in general.  The performance of the Fund may thus be better or worse than the performance of funds that focus on other types of investments, or that have a broader investment style.
Market Risk.  Market risk refers to the possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market.  Market prices for securities change daily as a result of many factors, including developments affecting the condition of both individual companies and the market in general.  The price of a security may even be affected by factors unrelated to the value or condition of its issuer, including changes in interest rates, economic and political conditions, and general market conditions.  The Fund's performance per share will change daily in response to such factors.
Micro-Cap Securities Risk.  Some of the small companies in which the Fund invests may be micro-cap companies.  Micro-cap stocks may offer greater opportunity for capital appreciation than the stocks of larger and more established companies; however, they also involve substantially greater risks of loss and price fluctuations.  Micro-cap companies carry additional risks because of the tendency of their earnings and revenues to be less predictable (and some companies may be experiencing significant losses), their share prices to be more volatile and their markets to be less liquid than companies with larger market capitalizations.  Micro-cap companies may be newly formed or in the early stages of development, with limited product lines, markets or financial resources, and may lack management depth.  In addition, there may be less public information available about these companies.  The shares of micro-cap companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the future ability to sell these securities.  Also, it may take a long time before the Fund realizes a gain, if any, on an investment in a micro-cap company.
Mortgage- and Asset-Backed Securities Risk.  The Fund and Portfolio Funds may invest in mortgage- and asset-backed securities.  Mortgage-related securities represent ownership in pools of mortgage loans.  Asset-backed securities are structured like mortgage-backed securities, but the underlying assets may include such items as installment loan contracts, property leases, and credit card agreements.  As with other interest-bearing securities, the prices of such securities are affected by changes in interest rates.  Prices are also affected by changes in the rate of prepayment of principal, which affects the average maturity of the securities and makes it difficult to accurately predict returns.  The trading market for mortgage- and asset-backed securities, while ordinarily liquid, may become restricted in times of financial stress.
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Municipal Securities Risk.  The yields of municipal securities may move differently and adversely compared to the yields of the overall debt securities markets. There could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
Other Equity Securities Risk.  In addition to shares of common stock, the equity securities held by the Fund and Portfolio Funds may include preferred stocks, convertible preferred stocks, convertible bonds, and warrants.  Like shares of common stock, the value of these equity securities may fluctuate in response to many factors, including the activities of the issuer, general market and economic conditions, interest rates, and specific industry changes.  Also, regardless of any one company's particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund.  Convertible securities entitle the holder to receive interest payments or a dividend preference until the security matures, is redeemed, or the conversion feature is exercised.  As a result of the conversion feature, the interest rate or dividend preference is less than if the securities were non-convertible.  Warrants entitle the holder to purchase equity securities at specific prices for a certain period of time.  The prices do not necessarily move parallel to the prices of the underlying securities and the warrants have no voting rights, receive no dividends, and have no rights with respect to the assets of the issuer.
Portfolio Turnover Risk.  The Advisor will sell Portfolio Funds and other securities when it is in the interests of the Fund and its shareholders to do so without regard to the length of time they have been held.  As portfolio turnover may involve paying brokerage commissions and other transaction costs, there could be additional expenses for the Fund.  High rates of portfolio turnover may also result in the realization of short-term capital gains and losses.  Any distributions resulting from such gains will be considered ordinary income for federal income tax purposes.
Risks from Purchasing Options.  If a call or put option purchased by the Fund or a Portfolio Fund is not sold when it has remaining value and if the market price of the underlying security, in the case of a call, remains less than or equal to the exercise price, or, in the case of a put, remains equal to or greater than the exercise price, the entire investment in the option will be lost.  Since many factors influence the value of an option, including the price of the underlying security, the exercise price, the time to expiration, the interest rate, and the dividend rate of the underlying security, the success in using options to implement an investment strategy depends on an ability to predict movements in the prices of individual securities, fluctuations in markets, and movements in interest rates.  There is no assurance that a liquid market will exist when the Fund or a Portfolio Fund seeks to close out an option position.  Where a position in a purchased option is used as a hedge against price movements in a related position, the price of the option may move more or less than the price of the related position.
Quantitative Model Risk.  Portfolio Funds or other investments selected using quantitative methods may perform differently from the market as a whole for many reasons, including the factors used in building the quantitative analytical framework, the weights placed on each factor, and changing sources of market returns, among others.  There can be no assurance that these methodologies will enable the Fund to achieve its objective.
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Real Estate Risk.  The Fund and Portfolio Funds may invest in securities of issuers engaged in or related to the real estate industry.  Real estate related investments are subject to risks related to possible declines in the value of real estate; general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes, and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes, or other natural disasters; limitations on and variations in rents; and changes in interest rates.
Sector Risk.  Sector risk is the possibility that securities within the same group of industries will decline in price due to sector-specific market or economic developments.  If the Fund and Portfolio 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 Fund's share price 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.
Short Sales Risk.  While the Fund will not short individual securities, the Portfolio Funds held by the Fund may sell securities short.  A short sale is a transaction in which the Portfolio Fund sells a security it does not own but has borrowed in anticipation that the market price of the security will decline.  The Portfolio Fund must replace the borrowed security by purchasing it at the market price at the time of replacement, which may be more or less than the price at which the Portfolio Fund sold the security.  The Portfolio Fund's potential losses on a short sale are theoretically unlimited because the security's price may appreciate indefinitely.  The Portfolio Fund will ordinarily have to pay a fee to borrow a security and is often obligated to repay the lender of the security any dividend or interest that accrues on the security during the period of the loan.  Short selling will thus result in higher transaction costs, which reduce the Portfolio Fund's return.
Small-Cap and Mid-Cap Securities Risk.  The Fund and Portfolio Funds may invest in securities of small-cap and mid-cap companies, which involves greater risk than investing in larger and more established companies.  This greater risk is, in part, attributable to the fact that the securities of these companies are usually less marketable and, therefore, more volatile than securities of larger, more established companies or the market in general.  Because these companies normally have fewer shares outstanding than larger companies, it may be more difficult to buy or sell significant amounts of such shares without an unfavorable impact on prevailing prices.  Another risk factor is that these companies often have limited product lines, markets, or financial resources and may lack management depth.  Small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than are larger, more established companies.  These companies may be more vulnerable than larger companies to adverse business or economic developments; the risk exists that the companies will not succeed; and the prices of the companies' shares could dramatically decline in value.  You should expect that the value of the Fund's shares will be more volatile than a fund that invests exclusively in large-capitalization companies.
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Swaps Risk.   The Fund or the Portfolio Funds may enter into equity, interest rate, index, credit default, and currency rate swap agreements, or "swaps."  Swaps are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than a year.  In a standard swap transaction, two parties agree to exchange the returns earned on specific assets, such as the return on, or increase in value of, a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index.  Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged, are subject to the risk of that the counterparty may default on the obligation, and may be difficult to value.  Swaps may also be considered illiquid. It may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses.
When the Fund invests in swaps, it will comply with requirements of the Investment Company Act of 1940 and the guidance of no-action letters issued by the Securities and Exchange Commission, including Investment Company Act Release No. 10666 (Apr. 18, 1979), that require the Fund to segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.
Risks from Treasury Inflation-Protected Securities.  The Fund and Portfolio Funds may invest in Treasury Inflation-Protected Securities ("TIPS").  TIPS are special types of treasury bonds that were created in order to offer bond investors protection from inflation.  The values of TIPS are automatically adjusted to the inflation rate as measured by the Consumer Price Index (CPI).  With inflation (a rise in the CPI), the principal increases; with deflation (a drop in the CPI), the principal decreases.  When TIPS mature, the Fund or Portfolio Fund is paid the adjusted principal or original principal, whichever is greater.  TIPS decline in value when real interest rates rise.  However, in certain interest rate environments, like when real interest rates are rising faster than nominal interest rates, TIPS may experience greater losses than other fixed income securities with similar duration.
Risks from Writing Options.  The Fund, as well as the Portfolio Funds in which it invests, may sell, or "write," option contracts.  Writing option contracts can result in losses that exceed the initial investment and may lead to additional turnover and higher tax liability.  The risk involved in writing a call option is that there could be an increase in the market value of the security.  If this occurred, the option could be exercised and the underlying security would then be sold by the Fund or Portfolio Fund at a lower price than its current market value.  Similarly, while writing call options can reduce the risk of owning stocks, such a strategy limits the opportunity of the Fund or Portfolio Fund to profit from an increase in the market value of stocks in exchange for up-front cash at the time of selling the call option.  The risk involved in writing a put option is that there could be a decrease in the market value of the underlying security.  If this occurred, the option could be exercised and the underlying security would then be sold to the Fund or Portfolio Fund at a higher price than its current market value.  There is no assurance that a liquid market will exist when the Fund or Portfolio Fund seeks to close out an option position.  Where a position in a written option is used as a hedge against price movements in a related position, the price of the option may move more or less than the price of the related position.
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When the Fund writes options, the Fund will comply with the applicable requirements of the Investment Company Act of 1940 and the guidance of no-action letters issued by the Securities and Exchange Commission, including Investment Company Act Release No. 10666 (Apr. 18, 1979), that require the Fund to segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.
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NON-PRINCIPAL INVESTMENT POLICIES AND RISKS
An investment in the Funds should not be considered a complete investment program.  Whether a Fund is an appropriate investment for an investor will depend largely on his or her financial resources and individual investment goals and objectives.  Investors who engage in short-term trading or other speculative strategies and styles will not find the Funds to be an appropriate investment vehicle if they want to invest in the Funds for a short period of time.
Temporary Defensive Positions.   Each Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund's principal investment strategies in an attempt to respond to adverse market, economic, political, or other conditions.  During such an unusual set of circumstances, a Fund may hold up to 100% of its portfolio in cash or cash equivalent positions.  When a Fund takes a temporary defensive position, the Fund may not be able to achieve its investment objective.
Derivatives Risk.  The Fund and the Portfolio Funds held by the Fund may use derivative instruments, which derive their value from the value of an underlying security, currency, or index.  Derivative instruments involve risks different from direct investments in the underlying assets, including: imperfect correlation between the value of the derivative instrument and the underlying assets; risks of default by the other party to the derivative instrument; risks that the transactions may result in losses of all or in excess of any gain in the portfolio positions; and risks that the transactions may not be liquid.
Futures Risk. Use of futures contracts by the Fund or the Portfolio Funds may cause the value of the Fund's shares to be more volatile.  Futures contracts expose the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not accurately track the underlying securities.
Swaps Risk.   The Fund or the Portfolio Funds may enter into equity, interest rate, index, credit default, and currency rate swap agreements, or "swaps."  Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged, are subject to the risk of that the counterparty may default on the obligation, and may be difficult to value.  Swaps may also be considered illiquid.
Risks from Purchasing Options.   If a call or put option purchased by the Fund or a Portfolio Fund is not sold when it has remaining value and if the market price of the underlying security, in the case of a call, remains less than or equal to the exercise price, or, in the case of a put, remains equal to or greater than the exercise price, the entire investment in the option will be lost.  There is no assurance that a liquid market will exist when the Fund or a Portfolio Fund seeks to close out an option position.  Where a position in a purchased option is used as a hedge against price movements in a related position, the price of the option may move more or less than the price of the related position.
Risks from Writing Options.  The Fund, as well as the Portfolio Funds in which it invests, may sell, or "write," option contracts.  Writing option contracts can result in losses that exceed the initial investment and may lead to additional turnover and higher tax liability.  The risk involved in writing a call option is that there could be an increase in the market value of the security.  If this occurred, the option could be exercised and the underlying security would then be sold by the Fund or Portfolio Fund at a lower price than its current market value.  Similarly, while writing call options can reduce the risk of owning stocks, such a strategy limits the opportunity of the Fund or Portfolio Fund to profit from an increase in the market value of stocks in exchange for up-front cash at the time of selling the call option.  The risk involved in writing a put option is that there could be a decrease in the market value of the underlying security.  If this occurred, the option could be exercised and the underlying security would then be sold to the Fund or Portfolio Fund at a higher price than its current market value.  There is no assurance that a liquid market will exist when the Fund or Portfolio Fund seeks to close out an option position.  Where a position in a written option is used as a hedge against price movements in a related position, the price of the option may move more or less than the price of the related position.
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DISCLOSURE OF PORTFOLIO HOLDINGS
The Funds may make portfolio holdings information available to the public, including the complete portfolio holdings from the previous business day.  Each Fund will generally make this information available to the public on the web pages noted under "Performance Information" above.  The web pages can also be reached at www.ncfunds.com by selecting the link "Fund Search" found in the top right-hand corner.  Search for the Funds using key words ("Cavalier" is an effective key word) and then select the link for the desired Fund on the Fund Search Results page.  Under the section entitled "Portfolio Holdings" on the web pages, there will be a link to the Fund's complete portfolio holdings entitled "Click To View."  At the end of each business day, Funds providing daily information will post the portfolio holdings from the previous business day.  Information will remain available until new information is posted.  A Fund will not will post the portfolio holdings from the previous business day if the Advisor determines that daily disclosure is not in the Fund's best interests.  In such a situation, the Fund may instead disclose the portfolio holdings less frequently, such as at the end of each calendar month or quarter.
A full description of the Funds' policies and procedures with respect to the disclosure of the Funds' portfolio securities is available in the Funds' Statement of Additional Information, which is available from the Funds or on the Securities and Exchange Commission's web site, www.sec.gov.
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MANAGEMENT OF THE FUNDS
INVESTMENT ADVISOR
The Funds' interim investment advisor is Cavalier Investments, Inc. of 50 Braintree Hill Office Park, Suite 105, Braintree, Massachusetts 02184.  The Advisor was established in 2015 and is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940. The Advisor's interim investment advisory agreement became effective on August 1, 2016 , and will continue until 150 days from that date. During that period, a shareholder meeting will be held to either approve or reject the Advisor's full investment advisory agreement. Subject to the authority of the Trustees and pursuant to the Investment Advisory Agreement with the Trust, the Advisor provides each Fund with a program of continuous supervision of its assets, including developing the composition of its portfolio, and furnishes advice and recommendations with respect to investments, investment policies, and the purchase and sale of securities.    As of December 31, 2015, Cavalier Investments, Inc. had approximately $208,127 million in assets under management.
The Funds' interim investment advisor intends to primarily utilize investment sub-advisors in seeking each Fund's particular investment objective, pending board and shareholder approval.  The Advisor has identified and recommended sub-advisors that it believes have developed investment strategies capable of successfully achieving each Fund's investment objective. Each sub-advisor has entered into an interim investment sub-advisory agreement with the various Funds, and has begun to carry out each Fund's investment objectives. Pending approval of a Fund's shareholders, each identified sub-advisor will contract with the Fund to become full sub-advisors and implement their investment strategies.  The Advisor will be responsible for monitoring and overseeing the investment sub-advisors, including the monitoring of risk and the continual validation of the sub-advisors and investment strategy.
Two of the nine Funds are wholly or partially managed by the Advisor.  The rest are managed by their respective sub-advisors. The Advisor and each sub-advisor, as applicable to their managed assets, are responsible for the selection of broker-dealers through which the Funds execute portfolio transactions.
During the past fiscal year, the Funds had a different investment advisor. During the period between June 1, 2015 and July 31, 2015, FolioMetrix, LLC was the investment adviser to the Funds. From August 1, 2015 until August 19, 2015, a previous interim investment advisor served the Funds, Compass Capital Corporation. Compass Capital Corporation sponsored the creation of the current Advisor, Cavalier Investments.
Portfolio Managers.   Investment decisions for each of the Funds are made by the portfolio manager(s) assigned to each individual Fund as follows:
Alpha Risk Hedged Dividend Equity Fund
Timothy Dolan
Warren Mulhern
Charles Petrie
Cavalier Adaptive Income Fund
Herb Morgan
Glen Ambach

 
 
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Cavalier Dividend Income Fund
Greg Rutherford
Scott Wetherington
Cavalier Dynamic Growth Fund
Justin Lent (StratiFi)
Mark Scalzo (Validus)
Cavalier Fundamental Growth Fund
Louis Navellier
Cavalier Global Opportunities Fund
David Haviland
Cavalier Hedged High Income Fund
Gavan Duemke
Sean Wright
Cavalier Multi Strategist Fund
Brian Shevlan and Lee Calfo (Bluestone)
Gavan Duemke and Sean Wright (Carden)
Dr. Henry Ma (Julex)
Joy Gruber, Joseph Styrna and Alexis Zemaitis (Parasol)
Cavalier Tactical Rotation Fund
David Haviland

The Fund's Statement of Additional Information provides information about the portfolio manager's compensation, other accounts managed by the portfolio manager, and the portfolio manager's ownership of shares of the Fund.
Advisor Compensation.   As full compensation for the investment advisory services provided to the Funds, the Advisor receives monthly compensation based on the Fund's average daily net assets at the following annual rates:
Fund
Rate
Alpha Risk Hedged Dividend Equity Fund
0.45%
Cavalier Adaptive Income Fund
0.45%
Cavalier Dividend Income Fund
0.90%
Cavalier Dynamic Growth Fund
0.45%
Cavalier Fundamental Growth Fund
1.00%
Cavalier Global Opportunities Fund
0.45%
Cavalier Hedged High Income Fund
0.45%
Cavalier Multi Strategist Fund
0.45%
Cavalier Tactical Rotation Fund
1.00%
During the Advisor's interim period, the Advisor's fee is held in escrow. If the shareholders reject the Advisor's investment advisory agreement, the Advisor will be paid the lesser of the costs incurred in performing services for the Funds under the Interim Advisory Agreement or the total amount in the escrow account, including interest earned.
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Disclosure Regarding Approval of Investment Advisory Contracts.   A discussion regarding the Trustees' basis for approving the investment advisory contracts for the Funds can be found in the Funds' semi-annual report to shareholders for the period ended November 30, 2015.  You may obtain a copy of the semi-annual report, free of charge, upon request to the Funds.
INVESTMENT SUB-ADVISORS
Cavalier Adaptive Income Fund
The investment sub-advisor for the Cavalier Adaptive Income Fund is Efficient Market Advisors, LLC.  The Sub-Advisor is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940.  The Sub-Advisor serves pursuant to an Interim Investment Sub-Advisory Agreement with the Advisor as approved by the Trustees.  The Sub-Advisor, with oversight from the Advisor, makes day-to-day investment decisions for the Fund and selects broker-dealers for executing portfolio transactions, subject to the brokerage policies established by the Trustees.
Portfolio Managers.   The Fund's portfolio managers are Herb Morgan and Glen Ambach.
Sub-Advisor Compensation.   The Fund does not pay a direct fee to the Sub-Advisor.
Currently, as the Sub-Advisor servers as an interim sub advisor, its fees are held in escrow until the interim period is over or the shareholders approve the investment sub-advisory agreement.
Cavalier Dynamic Growth Fund
The investment sub-advisors for the Cavalier Dynamic Growth Fund are StratiFi, LLC and Validus Growth Investors, LLC.  Each Sub-Advisor is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940.  The Sub-Advisors serve pursuant to an Interim Investment Sub-Advisory Agreement with the Advisor as approved by the Trustees.  The Sub-Advisors, with oversight from the Advisor, make day-to-day investment decisions for the Fund and selects broker-dealers for executing portfolio transactions, subject to the brokerage policies established by the Trustees.
Portfolio Managers.   The Fund's portfolio managers are Justin Lent with StratiFi, LLC, and Mark Scalzo with Validus Growth Investors, LLC.
Sub-Advisor Compensation.   The Fund does not pay a direct fee to the Sub-Advisors.
Currently, as the Sub-Advisors serve as interim sub advisors, its fees are held in escrow until the interim period is over or the shareholders approve the investment sub-advisory agreements.
Cavalier Fundamental Growth Fund
The investment sub-advisor for the Cavalier Fundamental Growth Fund is Navellier & Associates, Inc.  The Sub-Advisor is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940.  The Sub-Advisor serves pursuant to an Investment Sub-Advisory Agreement with the Advisor as approved by the Trustees.  The Sub-Advisor, with oversight from the Advisor, makes day-to-day investment decisions for the Fund and selects broker-dealers for executing portfolio transactions, subject to the brokerage policies established by the Trustees.
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Portfolio Managers.   Louis Navellier founded the Sub-Advisor and currently serves as its Chief Investment Officer, Chief Executive Officer, and Chairman.  He is responsible for the management of individual portfolios, mutual funds, and institutional portfolios.  Mr. Navellier received a B.S. in business administration and an M.B.A. in finance from California State University, Hayward.
Sub-Advisor Compensation.   The Fund does not pay a direct fee to the Sub-Advisor.
Currently, as the Sub-Advisor servers as an interim sub advisor, its fees are held in escrow until the interim period is over or the shareholders approve the investment sub-advisory agreement.
Cavalier Global Opportunities Fund
The investment sub-advisor for the Cavalier Global Opportunities Fund is Beaumont Capital Management, LLC.  The sub-advisor is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940.  The Sub-Advisor serves pursuant to an Interim Investment Sub-Advisory Agreement with the Advisor as approved by the Trustees.  The Sub-Advisor, with oversight from the Advisor, makes day-to-day investment decisions for the Fund and selects broker-dealers for executing portfolio transactions, subject to the brokerage policies established by the Trustees.
Portfolio Managers.   The Fund's portfolio manager is David Haviland.
Sub-Advisor Compensation.   The Fund does not pay a direct fee to the Sub-Advisor.
Currently, as the Sub-Advisor serves as an interim sub advisor, its fees are held in escrow until the interim period is over or the shareholders approve the investment sub-advisory agreement.
Cavalier Hedged High Income Fund
The investment sub-advisor for the Cavalier Hedged High Income Fund is Carden Capital, LLC.  The sub-advisor is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940.  The Sub-Advisor serves pursuant to an Interim Investment Sub-Advisory Agreement with the Advisor as approved by the Trustees.  The Sub-Advisor, with oversight from the Advisor, makes day-to-day investment decisions for the Fund and selects broker-dealers for executing portfolio transactions, subject to the brokerage policies established by the Trustees.
Portfolio Managers.   The Fund's portfolio managers are Gavan Duemke and Sean Wright.
Sub-Advisor Compensation.   The Fund does not pay a direct fee to the Sub-Advisor.
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Currently, as the Sub-Advisor serves as an interim sub advisor, its fees are held in escrow until the interim period is over or the shareholders approve the investment sub-advisory agreement.
Cavalier Multi Strategist Fund
The investment sub-advisor for the Cavalier Multi Strategist Fund is Bluestone Capital Management, LLC, Carden Capital, LLC, Julex Capital Management, LLC, and Parasol Investment Management, LLC.  The sub-advisors are each registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940.  The Sub-Advisors serve pursuant to an Interim Investment Sub-Advisory Agreement with the Advisor as approved by the Trustees.  The Sub-Advisors, with oversight from the Advisor, make day-to-day investment decisions for the Fund and selects broker-dealers for executing portfolio transactions, subject to the brokerage policies established by the Trustees.
Portfolio Managers.   The Fund's portfolio managers are Brian Shevland and Lee Calfo with Bluestone Capital Management, LLC, Gavan Duemke and Sean Wright with Carden Capital, LLC, Dr. Henry Ma with Julex Capital Management, LLC, and Joy Gruber, Joseph Styrna and Alexis Zemaitis with Parasol Investment Management, LLC.
Sub-Advisor Compensation.   The Fund does not pay a direct fee to the Sub-Advisors.
Currently, as the Sub-Advisors serve as interim sub advisors, their fees are held in escrow until the interim period is over or the shareholders approve the investment sub-advisory agreements.
Cavalier Tactical Rotation Fund
The investment sub-advisor for the Cavalier Tactical Rotation Fund is Beaumont Capital Management, LLC.  The sub-advisor is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940.  The Sub-Advisor serves pursuant to an Interim Investment Sub-Advisory Agreement with the Advisor as approved by the Trustees.  The Sub-Advisor, with oversight from the Advisor, makes day-to-day investment decisions for the Fund and selects broker-dealers for executing portfolio transactions, subject to the brokerage policies established by the Trustees.
Portfolio Managers.   The Fund's portfolio manager is David Haviland.
Sub-Advisor Compensation.   The Fund does not pay a direct fee to the Sub-Advisor.
Currently, as the Sub-Advisor serves as an interim sub advisor, its fees are held in escrow until the interim period is over or the shareholders approve the investment sub-advisory agreement.
DISTRIBUTOR
Capital Investment Group, Inc. ("Distributor") is the principal underwriter and distributor of each Fund's shares and serves as each Fund's exclusive agent for the distribution of such Fund's shares.  The Distributor may sell each Fund's shares to or through qualified securities dealers or others.
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The Funds have adopted a plan of distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940 ("Distribution Plan").  Pursuant to the Distribution Plan, the Funds compensate the Distributor with assets attributable to the Advisor Class Shares for services rendered and expenses borne in connection with activities intended to result in the sale or the servicing of those shares (this compensation is commonly referred to as "12b-1 fees").  These activities include, among others, reimbursement to entities for providing distribution and shareholder servicing with respect to the Fund's shares.  The Distribution Plan provides that each Fund will pay the annual rate of up to 1.00% of the average daily net assets attributable to its Advisor Class Shares.  The 1.00% fee is comprised of a 0.25% service fee and a 0.75% distribution fee.  Because the 12b-1 fees are paid out of the Funds' assets on an on-going basis, these fees, over time, will increase the cost of your investment and may cost you more than paying other types of sales charges.
ADDITIONAL INFORMATION ON EXPENSES
Expense Limitation Agreement.  In the interest of limiting expenses of the Funds,   the Advisors have entered into an Expense Limitation Agreement with the Funds under which they have agreed to waive or reduce their fees and to assume other expenses of the Funds, if necessary, in an amount that limits the Funds' annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, extraordinary expenses, acquired fund fees and expenses, and payments under the Rule 12b-1 distribution plan) to not more than certain percentages of the average daily net assets of the Funds as outlined in the chart below.





Fund
Operating Expense Limit
(Including Acquired Fund
Fees and Expenses)
 
Institutional and Advisor
Class Shares
Operating Expense
Limit (Including
Acquired Fund Fees and
Expenses)
 
Class P Shares
1.   Alpha Risk Hedged Dividend Equity Fund
1.99%
n/a
2. Cavalier Adaptive Income Fund
1.30%
1.45%
3. Cavalier Dividend Income Fund
1.88%
2.03%
4. Cavalier Dynamic Growth Fund
1.40%
1.55%
5. Cavalier Fundamental Growth Fund
1.10%
1.25%
6. Cavalier Global Opportunities Fund
1.10%
1.25%
7. Cavalier Hedged High Income Fund
1.44%
1.59%
8. Cavalier Multi Strategist Fund
1.48%
1.63%
9. Cavalier Tactical Rotation Fund
1.45%
1.60%


Net annual operating expenses for the Fund may exceed these limits to the extent that they incur expenses enumerated above as exclusions. The Expense Limitation Agreements run through September 30, 2017 , and may not be terminated prior to that date except via action by the Trust's board of trustees. It is expected that the Expense Limitation Agreements will continue from year-to-year thereafter, provided such continuance is specifically approved by a majority of the Trustees who (i) are not "interested persons" of the Trust or any other party to the Expense Limitation Agreement, as such term is defined in the Investment Company Act of 1940, and (ii) have no direct or indirect financial interest in the operation of the Expense Limitation Agreement. The Advisor cannot recoup from the Fund any amounts paid by the Advisor under the Expense Limitation Agreement.
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Other Expenses.   The Funds are obligated to pay brokerage fees and commissions, taxes, borrowing costs (such as interest or dividend expenses on securities sold short), acquired fund fees and expenses, and distribution and/or service (12b-1) fees.  The Funds will be separately responsible for any indemnification payments, damages awarded in litigation or settlements made, or extraordinary expenses.  All general Trust expenses are allocated among and charged to the assets of each separate series of the Trust (if any), on a basis that the Trustees deem fair and equitable, which may be on the basis of relative net assets of each series or the nature of the services performed and relative applicability to each series.  The Funds do not anticipate any such expenses to be allocated to the Funds in the current fiscal year.
Acquired Fund Fees and Expenses.   In the summary section of the prospectus entitled "Fees and Expenses of the Fund," the "Acquired Fund Fees and Expenses" are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies.  "Acquired Fund Fees and Expenses" do not affect a Fund's actual operating costs and, therefore, are not included in the Fund's financial statements, which provide a clearer picture of a Fund's actual operating costs.  The "Total Annual Fund Operating Expenses" and "Net Annual Fund Operating Expenses" under "Fees and Expenses of the Fund" will not match the Fund's gross and net expense ratios reported in the Financial Highlights from the Fund's financial statements.  The ratios reported in the Financial Highlights reflect the operating expenses of the Funds without "Acquired Fund Fees and Expenses."
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INVESTING IN THE FUNDS
PURCHASE OPTIONS
The Funds offer three different classes of shares through this Prospectus.  Shares may be purchased by any account managed by the Advisor and any other institutional investor or any broker-dealer authorized to sell shares in the Funds.  The share class available to an investor may vary depending on how the investor wishes to purchase shares of the Funds.
Institutional Class Shares
·
No front-end sales charge.
·
No distribution or service plan (Rule 12b-1) fees.
·
No contingent deferred sales charge.
·
$250 minimum initial investment.
·
No purchase maximum per transaction.
·
No conversion.
 
Advisor Class Shares
·
No front-end sales charge.
·
Distribution and service plan (Rule 12b-1) fees of 1.00%.
·
A 1.00% contingent deferred sales charge on shares redeemed within one year of purchase.
·
$250 minimum initial investment.
·
Purchase maximum per transaction of $500,000.
·
Automatic conversion to Institutional Class Shares seven years after purchase.
 
Class P Shares
·
Available only through certain financial firms.
·
No front-end sales charge.
·
No distribution or service plan (Rule 12b-1) fees.
·
No contingent deferred sales charge.
·
$250 minimum initial investment.
·
No purchase maximum per transaction.
·
No conversion.
When you purchase shares of a Fund, you must choose a share class.  If none is chosen, your investment will be made in Institutional Class Shares.
 
Information regarding the Funds' sales charges, as well as information regarding reduced sales charges and waived sales charges, and the terms and conditions for the purchase, pricing, and redemption of Fund shares is not available on the Funds' website since the Funds' website contains limited information.  Further information is available free of charge by calling the Funds at 1-888-721-4588.
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INSTITUTIONAL CLASS SHARES
Institutional Class Shares are sold and redeemed at net asset value.  Shares may be purchased by any account managed by the Advisor and any other institutional investor or any broker-dealer authorized to sell shares in the Funds.  The minimum initial investment is $250.  The minimum additional investment is $50.  The Funds may, in the Advisor's sole discretion, accept certain accounts with less than the minimum investment.
ADVISOR CLASS SHARES
Advisor Class Shares are sold at net asset value.  Shares may be purchased by any account managed by the Advisor and any broker-dealer authorized to sell shares in the Funds.  The minimum initial investment is $250.  The minimum additional investment is $50.  The Funds may, in the Advisor's sole discretion, accept certain accounts with less than the minimum investment.  The maximum purchase per transaction is $500,000.
Contingent Deferred Sales Charges.   If you redeem your Advisor Class Shares within the first year of purchase, you may be subject to a contingent deferred sales charge.  The contingent deferred sales charge is imposed on the redemption proceeds according to the following schedule:
Year of Redemption
After Purchase
Contingent Deferred
Sales Charge
First
1.00%
Second and Following
None
The contingent deferred sales charge is calculated as a percentage of the net asset value of the Advisor Class Shares at the time of purchase or redemption by first determining whichever value is lower and then multiplying that value by 1%.  The contingent deferred sales charge will be paid to the Distributor for providing distribution-related services with respect to the sale of Advisor Class Shares of the Funds.  The Distributor, as paying agent for the Funds, may pay all or a portion of the contingent deferred sales charge to the broker-dealers, banks, insurance companies, and other financial intermediaries that make Advisor Class Shares available in exchange for their services.  The Distributor may also retain a portion of the contingent deferred sales charge.
To determine if the contingent deferred sales charge applies to a redemption, the Funds redeem shares in the following order: (i) shares acquired by reinvestment of dividends and capital gains distributions; and then (ii) shares held for the longest period.  Shares acquired through the reinvestment of dividends or distribution of capital gains will not be subject to a contingent deferred sales charge.
The contingent deferred sales charge imposed on Advisor Class Shares redeemed within the first year of purchase may be waived in certain circumstances.  See "Redeeming Your Shares – Contingent Deferred Sales Charge Waivers" below.
If you hold Advisor Class Shares for seven years, they will automatically convert to Institutional Class Shares.  Institutional Class Shares are not subject to the distribution and service plan (Rule 12b-1) fees of 1.00%.  Purchases of Advisor Class Shares made on any day during a calendar month will age, for the purpose of conversion, one year at the close of business on the last day of that month in the following calendar year, and each subsequent year.
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CLASS P SHARES
Class P Shares are sold and redeemed at net asset value. Class P shares are offered through certain asset allocation, wrap fee and other similar programs offered by broker-dealers and other financial firms. Broker-dealers, other financial firms, pension and profit-sharing plans, employee benefit trusts and employee benefit plan alliances also may purchase Class P shares.
PURCHASE AND REDEMPTION PRICE
Determining the Fund's Net Asset Value.   The price at which you purchase or redeem shares is based on the next calculation of net asset value ("NAV") after an order is received in good form.  An order is considered to be in good form if it includes all necessary information and documentation related to a purchase or redemption request and, if applicable, payment in full of the purchase amount.  A Fund's NAV per share for each class of shares is calculated by dividing the value of the Fund's total assets attributable to that class, less liabilities (including Fund expenses, which are accrued daily) attributable to that class, by the total number of outstanding shares of the Fund attributable to that class.  To the extent that the Funds hold portfolio securities that are listed on foreign exchanges that trade on weekends or other days when the Funds do not price shares, the NAV of a Fund's shares may change on days when shareholders will not be able to purchase or redeem the Fund's shares.  The NAV per share for each class of shares is normally determined at 4:00 p.m. Eastern time, the time regular trading closes on the New York Stock Exchange.  The Funds do not calculate NAV on business holidays when the New York Stock Exchange is closed.
The pricing and valuation of portfolio securities is determined in good faith in accordance with procedures established by, and under the direction of, the Board of Trustees.  In determining the value of a Fund's total assets, portfolio securities are generally calculated at market value by quotations from the primary market in which they are traded.  Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value.  The Funds normally use third party pricing services to obtain market quotations.  Securities and assets for which representative market quotations are not readily available or which cannot be accurately valued using the Funds' normal pricing procedures are valued at fair value in good faith by either a valuation committee or the Advisor in accordance with procedures established by, and under the supervision of, the Board of Trustees.  Fair value pricing may be used in situations where (i) an exchange-traded portfolio security is so thinly traded that there have been no transactions for that security over an extended period of time or the validity of a market quotation received is questionable; (ii) the exchange on which the portfolio security is principally traded closes early; or (iii) trading of the portfolio security is halted during the day and does not resume prior to a Fund's NAV calculation.
Pursuant to policies adopted by the Board of Trustees, the Advisor consults with the Fund's administrator on a regular basis regarding the need for fair value pricing.  The Advisor is responsible for notifying the Board of Trustees (or the Funds' valuation committee) when it believes that fair value pricing is required for a particular security.  The Funds' policies regarding fair value pricing are intended to result in a calculation of each Fund's NAV that fairly reflects portfolio security values as of the time of pricing.  A portfolio security's "fair value" price may differ from the price next available for that portfolio security using the Funds' normal pricing procedures and the fair value price may differ from the price at which the security may ultimately be traded or sold.  If such fair value price differs from the price that would have been determined using the Funds' normal pricing procedures, a shareholder may receive more or less proceeds or shares from redemptions or purchases of Fund shares, respectively, than a shareholder would have otherwise received if the security were priced using the Funds' normal pricing procedures.  The performance of a Fund may also be affected if a portfolio security's fair value price were to differ from the security's price using the Funds' normal pricing procedures.  To the extent the Funds invest in other open-end investment companies that are registered under the Investment Company Act of 1940, the Funds' net asset value calculations are based upon the net asset value reported by such registered open-end investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
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Other Matters.  Purchases and redemptions of shares of the same class by the same shareholder on the same day will be netted for each Fund.
BUYING OR SELLING SHARES
THROUGH A FINANCIAL INTERMEDIARY
Certain financial intermediaries have agreements with the Funds that allow them to enter purchase or redemption orders on behalf of clients and customers.  These orders will be priced at the NAV next computed after the orders are received by the financial intermediary, subject to the order being in good form.  Orders received in good form by the financial intermediary before 4:00 p.m. Eastern Time will receive a share price based on that day's NAV and orders received after 4:00 p.m. Eastern Time will receive a price based on the next day's NAV.  You should look to the financial intermediary through whom you wish to invest for specific instructions on how to purchase or redeem shares of the Funds.
PURCHASING SHARES
Purchases of Institutional and Advisor Class shares can be made directly from the Funds by mail or bank wire.  Class P shares are only available through certain financial firms. In addition, brokers that are authorized designees of the Funds may receive purchase and redemption orders on behalf of the Funds.  These designated brokers are also authorized to designate other financial intermediaries to receive orders on behalf of the Funds.  Such orders will be deemed to have been received by the Funds when an authorized designee, or broker-authorized designee, receives the order, subject to the order being in good form.  The orders will be priced at the NAV next computed after the orders are received by the authorized broker, or broker-authorized designee.  Orders received in good form before 4:00 p.m. Eastern Time will receive a share price based on that day's NAV and orders received after 4:00 p.m. Eastern Time will receive a price based on the next day's NAV.   Investors may also be charged a fee by a broker or agent if shares are purchased through a broker or agent.
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The Funds reserve the right to (i) refuse any request to purchase shares for any reason and (ii) suspend the offering of shares at any time.  An investor that has placed a purchase order will be notified as soon as possible in such circumstances.
Regular Mail Orders.   Payment for shares by mail must be made by check from a U.S. financial institution and payable in U.S. dollars.  Cash, money orders, and traveler's checks will not be accepted by the Funds.  If checks are returned due to insufficient funds or other reasons, your purchase will be canceled.  You will also be responsible for any losses or expenses incurred by the Funds and their administrator and transfer agent.  The Funds will charge a $35 fee and may redeem shares of the Funds owned by the purchaser or another identically registered account in another series of the Trust to recover any such losses.  For regular mail orders, please complete the Fund Shares Application and mail it, along with your check made payable to the applicable Fund , to:
Cavalier Funds
Institutional Class Shares or Advisor Class Shares (please specify – Class P Shares are only available through certain financial firms)
c/o Nottingham Shareholder Services
116 South Franklin Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
The application must contain your Social Security Number or Taxpayer Identification Number.  If you have applied for a number prior to completing your account application but you have not received your number, please indicate this on the application and include a copy of the form applying for your number.  Taxes are not withheld from distributions to U.S. investors if certain requirements of the Internal Revenue Service are met regarding the Social Security Number and Taxpayer Identification Number.
Bank Wire Purchases.   Purchases may also be made through bank wire orders.  To establish a new account or add to an existing account by wire, please call the Funds at 1-888-721-4588 for wire instructions and to advise the Funds of the investment, dollar amount, and the account identification number.
Additional Investments.  You may also add to your account by mail or wire at any time by purchasing shares at the then-current net asset value.  The minimum additional investment is $50.  Before adding funds by bank wire, please call the Funds at 1-888-721-4588for wire instructions and to advise the Funds of the investment, dollar amount, and the account identification number.  Mail orders should include, if possible, the "Invest by Mail" stub that is attached to your confirmation statement.  Otherwise, please identify your account in a letter accompanying your purchase payment.
Automatic Investment Plan.   The automatic investment plan enables shareholders to make regular monthly or quarterly investments in shares through automatic charges to their checking account.  With shareholder authorization and bank approval, the Funds will automatically charge the shareholder's checking account for the amount specified ($50 minimum), which will be automatically invested in shares at the public offering price on or about the 21st day of the month.  The shareholder may change the amount of the investment or discontinue the plan at any time by writing the Funds.
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Exchange Feature.  You may exchange shares of the Funds for shares of the same class of any other series of the Trust advised by the Advisor and offered for sale in the state in which you reside.  Shares may be exchanged for shares of the same class of any other series of the Trust at the net asset value.  Prior to making an investment decision or giving us your instructions to exchange shares, please read the prospectus for the series in which you wish to invest.
The Trustees reserve the right to suspend, terminate, or amend the terms of the exchange privilege upon prior written notice to the shareholders.
Share Certificates.   The Funds normally does not issue share certificates.  Evidence of ownership of shares is provided through entry in a Fund's share registry.  Investors will receive periodic account statements (and, where applicable, purchase confirmations) that will show the number of shares owned.
Important Information about Procedures for Opening a New Account.   Under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act of 2001), the Funds are required to obtain, verify, and record information to enable the Funds to form a reasonable belief as to the identity of each customer who opens an account.  Consequently, when an investor opens an account, the Funds will ask for the investor's name, street address, date of birth (for an individual), social security or other tax identification number (or proof that the investor has filed for such a number), and other information that will allow the Funds to identify the investor.  The Funds may also ask to see the driver's license or other identifying documents of the investor.  An investor's account application will not be considered "complete" and, therefore, an account will not be opened and the investor's money will not be invested until the Funds receive this required information.  In addition, if after opening the investor's account the Funds are unable to verify the investor's identity after reasonable efforts, as determined by the Funds in their sole discretion, the Funds may (i) restrict further investments until the investor's identity is verified; and (ii) close the investor's account without notice and return the investor's redemption proceeds to the investor.  Such redemptions will not be subject to an otherwise applicable contingent deferred sales charge.  If the Funds close an investor's account because the Funds could not verify the investor's identity, the Funds will value the account in accordance with the next NAV calculated after the investor's account is closed.  In that case, the investor's redemption proceeds may be worth more or less than the investor's original investment.  The Funds will not be responsible for any losses incurred due to the Funds' inability to verify the identity of any investor opening an account.  
REDEEMING SHARES
Regular Mail Redemptions.   Regular mail redemption requests should be addressed to:
Cavalier Funds
Institutional Class Shares or Advisor Class Shares (please specify - Class P shares may only be redeemed through the investor's financial firm.)
c/o Nottingham Shareholder Services
116 South Franklin Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
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Regular mail redemption requests should include the following:
(1) Your letter of instruction specifying the account number, class of shares, and number of shares (or the dollar amount) to be redeemed.  This request must be signed by all registered shareholders in the exact names in which they are registered;
(2) Any required signature guarantees (see "Signature Guarantees" below); and
(3) Other supporting legal documents, if required in the case of estates, trusts, guardianships, custodianships, corporations, partnerships, pension or profit sharing plans, and other entities.
Your redemption proceeds normally will be sent to you within 7 days after receipt of your redemption request.  The Funds may delay forwarding a redemption check for recently purchased shares while the Funds determine whether the purchase payment will be honored.  Such delay (which may take up to 15 days from the date of purchase) may be reduced or avoided if the purchase is made by certified check or wire transfer.  In all cases, the NAV next determined after receipt of the request for redemption will be used in processing the redemption request.
Telephone and Bank Wire Redemptions.   Unless you decline the telephone transaction privileges on your account application, you may redeem shares of a Fund by telephone.  You may also redeem shares by bank wire under certain limited conditions.  The Funds will redeem shares in this manner when so requested by the shareholder only if the shareholder confirms redemption instructions in writing.
The Funds may rely upon confirmation of redemption requests transmitted via facsimile (FAX# 919-882-9281).  The confirmation instructions must include the following:
(1) Name of Fund and class of shares;
(2) Shareholder name and account number;
(3) Number of shares or dollar amount to be redeemed;
(4) Instructions for transmittal of redemption proceeds to the shareholder; and
(5) Shareholder signature as it appears on the application on file with the Fund.
Redemption proceeds will not be distributed until written confirmation of the redemption request is received, per the instructions above.  You can choose to have redemption proceeds mailed to you at your address of record, your financial institution, or to any other authorized person, or you can have the proceeds sent by wire transfer to your financial institution ($5,000 minimum).  Redemption proceeds cannot be wired on days in which your financial institution is not open for business.  You can change your redemption instructions anytime you wish by sending a letter with your new redemption instructions to the Funds.  See "Signature Guarantees" below.
The Funds, in their discretion, may choose to pass through to redeeming shareholders any charges imposed by the Funds' custodian for wire redemptions.  If this cost is passed through to redeeming shareholders by the Fund, the charge will be deducted automatically from your account by redemption of shares in your account.  Your bank or brokerage firm may also impose a charge for processing the wire.  If wire transfer of funds is impossible or impractical, the redemption proceeds will be sent by regular mail to the designated account.
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You may redeem shares, subject to the procedures outlined above, by calling the Funds at 1-888-721-4588.  Redemption proceeds will only be sent to the financial institution account or person named in your Fund Shares Application currently on file with the Funds.  Telephone redemption privileges authorize the Funds to act on telephone instructions from any person representing him or herself to be the investor and reasonably believed by the Funds to be genuine.  The Funds will employ reasonable procedures, which may include requiring a form of personal identification, to confirm that instructions are genuine.  The Funds will not be liable for any losses due to fraudulent or unauthorized instructions.  The Funds will also not be liable for following telephone instructions reasonably believed to be genuine.
Systematic Withdrawal Plan.   A shareholder who owns Fund shares of a particular class valued at $5,000 or more at the current offering price may establish a systematic withdrawal plan ("Systematic Withdrawal Plan") to receive a monthly or quarterly check in a stated amount (not less than $50).  Each month or quarter, as specified, the applicable Fund will automatically redeem sufficient shares from your account to meet the specified withdrawal amount.  The shareholder may establish this service whether dividends and distributions are reinvested in shares of a Fund or paid in cash.  Contingent deferred sales charges will not apply to shares redeemed under this plan.  Call or write the Funds for an application form.
Minimum Account Size.   The Trustees reserve the right to redeem involuntarily any account having a NAV of less than $250 (due to redemptions, exchanges, or transfers, and not due to market action) upon 30-days' prior written notice.  If the shareholder brings his account NAV up to at least $250 during the notice period, the account will not be redeemed.  Redemptions due to account size will not be subject to an otherwise applicable contingent deferred sales charge.  Redemptions from retirement accounts may be subject to federal income tax.  Shareholders may also be charged a fee by their broker or agent if shares are redeemed or transferred through their broker or agent.
Redemptions in Kind.   The Funds do not intend, under normal circumstances, to redeem shares by payment in kind.  It is possible, however, that conditions may arise in the future which would, in the opinion of the Trustees, make it undesirable for the Funds to pay for all redemptions in cash.  In such cases, the Trustees may authorize payment to be made in readily marketable portfolio securities of the Funds.  Securities delivered in payment of redemptions would be valued at the same value assigned to them in computing a Fund's NAV per share.  Shareholders receiving them bear the market risks associated with the securities until they have been converted into cash and may incur brokerage costs when these securities are sold.  An irrevocable election has been filed under Rule 18f-1 of the Investment Company Act of 1940, wherein the Funds must pay redemptions in cash, rather than in kind, to any shareholder of record of the Funds who redeems during any 90-day period, the lesser of (i) $250,000 or (ii) 1% of a Fund's NAV at the beginning of such period.  Redemption requests in excess of this limit may be satisfied in cash or in kind at each Fund's election.
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Signature Guarantees.   To protect your account and the Funds from fraud, signature guarantees may be required to be sure that you are the person who has authorized a change in registration or standing instructions for your account.  Signature guarantees are generally required for (i) change of registration requests; (ii) requests to establish or to change exchange privileges or telephone and bank wire redemption service other than through your initial account application; (iii) transactions where proceeds from redemptions, dividends, or distributions are sent to a financial institution; and (iv) redemption requests in excess of $50,000.  Signature guarantees are acceptable from a member bank of the Federal Reserve System, a savings and loan institution, credit union (if authorized under state law), registered broker-dealer, securities exchange, or association clearing agency and must appear on the written request for change of registration, establishment or change in exchange privileges, or redemption request.
Contingent Deferred Sales Charge Waivers.   The contingent deferred sales charge imposed on Advisor Class Shares may be waived in the following circumstances:
·
Permitted exchanges of shares, except if shares acquired by exchange are then redeemed within the period during which a contingent deferred sales charge would apply to the initial shares purchased.
·
Tax-free returns of excess contributions to IRAs.
·
Redemption upon the death or permanent disability of the shareholder if made within one year of the death or the initial determination of permanent disability.  The waiver is available only for shares held at the time of death or initial determination of permanent disability.
·
Redemptions of Advisor Class Shares pursuant to a systematic withdrawal plan.
·
Mandatory distributions from a tax-deferred retirement plan or IRA.
If you wish to request that a contingent deferred sales charge be waived for one of the reasons stated above, contact your broker-dealer, bank, insurance company, or other financial intermediary, or the Funds.  Such waiver requests must be made at the time of redemption.
 
Reinstatement Privilege.   If you sell Advisor Class Shares of the Funds, you may reinvest some or all of the proceeds in Advisor Class Shares within 90 days without a contingent deferred sales charge.  Reinstated Advisor Class Shares will retain their original cost and purchase date for purposes of the contingent deferred sales charge.  This privilege can only be used once per calendar year.  If you want to use the reinstatement privilege, contact your financial representative or broker-dealer.
Miscellaneous.   The Funds reserve the right to delay the distribution of redemption proceeds involving recently purchased shares until the check for the recently purchased shares has cleared, which may take up to 15 days from the date of purchase.  The Funds may also suspend redemptions, if permitted by the Investment Company Act of 1940, for any period during which the New York Stock Exchange is closed, trading is restricted by the Securities and Exchange Commission, or the Securities and Exchange Commission declares that an emergency exists.  Redemptions may be suspended during other periods permitted by the Securities and Exchange Commission for the protection of the Funds' shareholders.  During drastic economic and market changes, telephone redemption privileges may be difficult to implement.
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Class P Shares.  Class P shares may only be redeemed through the investor's financial firm. Please contact the financial firm for details.
FREQUENT PURCHASES AND REDEMPTIONS
Frequent purchases and redemptions of Fund shares by a shareholder, known as frequent trading, present a number of risks to a Fund's other shareholders.  These risks include dilution in the value of Fund shares held by long-term shareholders, interference with the efficient management of a Fund's portfolio holdings, and increased brokerage and administration costs.  Due to the potential of a thin market for some of the portfolio securities, as well as overall adverse market, economic, political, or other conditions that may affect the sale price of portfolio securities, a Fund could face untimely losses as a result of having to sell portfolio securities prematurely to meet redemptions.  Frequent trading may also increase portfolio turnover, which may in turn result in increased capital gains taxes for shareholders.
The Board of Trustees has adopted a policy that is intended to discourage frequent trading by shareholders.  The Funds do not accommodate frequent trading.  Under the adopted policy, the Funds' transfer agent provides a daily record of shareholder trades to the Advisor.  The Funds' transfer agent also monitors and tests shareholder purchase and redemption orders for frequent trading.  The Advisor has the discretion to limit investments, by refusing further purchase and exchange orders, from a shareholder that the Advisor believes has a pattern of trades not in the best interests of the other shareholders.  In addition to this discretionary policy, a Fund will also limit investments from any shareholder account that, on two or more occasions during a 60 calendar day period, purchases and redeems shares over a period of less than ten days having a redemption amount within ten percent of the purchase amount and greater than $10,000.  In the event such a purchase and redemption pattern occurs, the shareholder account and any other account with the same taxpayer identification number will be precluded from investing in such Fund for at least 30 calendar days after the second redemption transaction.
The Funds and Advisor intend to apply this policy uniformly, except that the Funds may not be able to identify or determine that a specific purchase or redemption is part of a pattern of frequent trading or that a specific shareholder is engaged in frequent trading, particularly with respect to transactions made through omnibus accounts or accounts opened through financial intermediaries such as broker-dealers and banks.  Omnibus account arrangements permit multiple investors to aggregate their respective share ownership and to purchase, redeem, and exchange Fund shares without the identity of the individual shareholders being immediately known to the Funds.  Like omnibus accounts, accounts opened through financial intermediaries normally permit shareholders to purchase, redeem, and exchange Fund shares without the identity of the shareholder being immediately known to the Funds.  Consequently, the ability of the Funds to monitor and detect frequent trading through omnibus and intermediary accounts is limited, and there is no guarantee that the Funds can identify shareholders who might be engaging in frequent trading through these accounts or curtail such trading.
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In addition, this policy will not apply if the Advisor determines that a purchase and redemption pattern does not constitute frequent trading, such as inadvertent errors that result in frequent purchases and redemptions.  Inadvertent errors shall include purchases and/or redemptions made unintentionally or by mistake (e.g., where a shareholder unintentionally or mistakenly invests in a Fund and redeems immediately after recognizing the error).  The shareholder shall have the burden of proving to the sole satisfaction of the Advisor that a purchase and redemption pattern was the result of an inadvertent error.  In such a case, the Advisor may choose to allow further purchase and exchange orders from such shareholder.
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OTHER IMPORTANT INFORMATION
DIVIDENDS, DISTRIBUTIONS, AND TAXES
The following information is meant as a general summary for U.S. taxpayers.  Additional tax information appears in the Funds' Statement of Additional Information.  Shareholders should rely on their own tax advisors for advice about the particular federal, state, and local tax consequences to them of investing in the Funds.
The Funds will distribute most of their income and realized gains to its shareholders every year.  Income dividends paid by the Fund derived from net investment income, if any, and capital gains distributions, if any, will generally be paid at least annually.  Shareholders may elect to take dividends from net investment income or capital gains distributions, if any, in cash or reinvest them in additional Fund shares.  Although the Funds will not be taxed on amounts they distribute, shareholders will generally be taxed on distributions paid by the Funds, regardless of whether distributions are received in cash or are reinvested in additional Fund shares.  Distributions may be subject to state and local taxes, as well as federal taxes.
In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term, depending upon the shareholder's holding period for the Fund shares.  An exchange of shares may be treated as a sale and any gain may be subject to tax.
As with all mutual funds, the Funds may be required to withhold U.S. federal income tax at the fourth lowest rate for taxpayers filing as unmarried individuals (presently 28%) for all taxable distributions payable to shareholders who fail to provide the Funds with their correct taxpayer identification numbers or to make required certifications, or who have been notified by the Internal Revenue Service that they are subject to backup withholding.  Backup withholding is not an additional tax; rather, it is a way in which the Internal Revenue Service ensures it will collect taxes otherwise due.  Any amounts withheld may be credited against a shareholder's U.S. federal income tax liability.
Shareholders should consult with their own tax advisors to ensure that distributions and sale of Fund shares are treated appropriately on their income tax returns.
FINANCIAL HIGHLIGHTS
The financial highlights tables on the following pages are intended to help you understand the financial performance of each Fund since inception.  Certain information reflects financial results for a single Fund share.  The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Funds (assuming reinvestment of all dividends and distributions).  The financial data in the table below have been derived from audited financial statements of the Funds.  The information for the fiscal year ended May 31, 2016 has been audited by BBD, LLP, an independent registered accounting firm, whose report covering such periods is incorporated by reference into the Statement of Additional Information.  The information for other fiscal periods was audited by a different independent registered accounting firm, This information should be read in conjunction with the Funds' latest audited annual financial statements and notes thereto, which are also incorporated by reference into the Statement of Additional Information, copies of which may be obtained at no charge by calling the Funds.  Further information about the performance of the Funds is contained in the Annual Report of the Funds, copies of which may also be obtained at no charge by calling the Funds at 1-888-721-4588.
119

Because the Class P shares are newly organized, there is no financial or performance information for them in this prospectus.  Updated performance information on a Fund's Class P shares can be obtained by visiting the website listed in each of the Funds' respective sections above. You may request a copy of the Funds' annual and semi-annual reports, once available, at no charge by calling the Funds at 1-888-721-4588.
120





CAVALIER ADAPTIVE INCOME FUND
Institutional Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Year
ended
May 31,
2013
Year
ended
May 31,
2012
Net Asset Value, Beginning of Year
$9.98
$10.15
$10.19
$10.16
$10.28
Income (Loss) from Investment
Operations
Net investment income
Net realized and unrealized gain (loss) on
investments
Total from Investment Operations

 
0.10(c)

(0.00)(g)(h)
0.10

 
0.17(c)

(0.17)
(0.00)

 
0.17(c)

(0.05)
0.12

 
0.39

0.14
0.53

 
0.17

(0.13)
0.04
Less Distributions From:
Net investment income
Net realized gains
Total Distributions

(0.10)
  -- 
(0.10)

(0.16)
(0.01)
(0.17)

(0.16)
--
(0.16)

(0.48)
(0.02)
(0.50)

(0.16)
  --  
(0.16)
Net Asset Value, End of Year
  $9.98   $9.98   $10.15  $10.19  $10.16
Total Return (a)
1.02%
(0.04)%
1.25%
5.33%
0.38%
Net Assets, End of Year (in thousands)
$7,063
$19,813
$9,280
$7,679
$7,920
Ratios of:
Gross expenses to average net assets (b)
Net expenses to average net assets (b)
Net investment income (loss) to average net assets (d)

2.04%
0.94%(f)
0.98%(f)

1.72%
0.88%(e)
1.72%(e)

0.70%
0.70%
1.73%

0.86%
0.84%
3.14%

1.20%
1.17%
2.06%
Portfolio Turnover Rate
246.74%
106.26%
127.64%
82.95%
207.87%
(a)  Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(b)  Does not include expenses of the investment companies in which the Fund invests.
(c)  Calculated using the average shares method.
(d)  Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(e)  Includes reimbursement of acquired fund fees.
(f)  Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.(g) Less than $0.01 per share.
(h)  The amount of net realized and unrealized gain (loss) on investments per share for the year ended May 31, 2016 does not accord with the amount in the Statement of Operations due to the timing of purchases and sales of shares in relation to fluctuating market values.
121



CAVALIER ADAPTIVE INCOME FUND
Advisor Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Year
ended
May 31,
2013
Year
ended
May 31,
2012
Net Asset Value, Beginning of Year
$9.70
$9.87
$9.91
$9.94
$10.11
Income (Loss) from Investment
Operations
Net investment income (loss)
Net realized and unrealized gain (loss) on
investments
Total from Investment Operations


(0.01)(c)

0.01(g)
(0.00)


0.08(c)

(0.17)
(0.09)


0.07(c)

(0.04)
0.03


0.27

0.14
0.41


0.10

(0.17)
(0.07)
Less Distributions From:
   Net investment income
   Net realized gains
    Total Distributions

(0.03)
-
(0.03)

(0.07)
(0.01)
(0.08)

(0.07)
--
(0.07)

(0.42)
(0.02)
(0.44)

(0.10)
  --  
(0.10)
Net Asset Value, End of Year
 $9.67  $9.70  $9.87  $9.91  $9.94
Total Return (a)
0.05%
(0.97)%
0.29%
4.16%
(0.63)%
Net Assets, End of Year (in thousands)
$1,422
$756
$818
$760
$837
Ratios of:
   Gross expenses to average net assets (b)
   Net expenses to average net assets (b)
   Net investment income (loss) to average  net assets (d)

3.17%
2.12%(f)
(0.14)%(f)

2.72%
1.88%(e)
0.79%(e)

1.70%
1.70%
0.73%

1.86%
1.84%
2.14%

2.20%
2.17%
1.11%
Portfolio Turnover Rate
246.74%
106.26%
127.64%
82.95%
207.87%
 (a)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(b)  Does not include expenses of the investment companies in which the Fund invests.
(c)  Calculated using the average shares method.
(d)  Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(e)  Includes reimbursement of acquired fund fees.
 (f)  Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.
(g)  The amount of net realized and unrealized gain (loss) on investments per share for the year ended May 31, 2016 does not accord with the amount in the Statement of Operations due to the timing of purchases and sales of shares in relation to fluctuating market values.
122


CAVALIER DIVIDEND INCOME FUND
Institutional Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Period
ended
May 31,
2013 (f)
Net Asset Value, Beginning of Period
 $10.87
$11.41
$11.02
$10.00
Income from Investment Operations
   Net investment income
   Net realized and unrealized gain (loss) on
   investments
    Total from Investment Operations
 
0.08(g)
(0.68)
(0.60)

0.46(g)
(0.51)
(0.05)

0.55(g)
0.41
0.96

0.29
1.02
1.31
Less Distributions From:
   Net investment income
    Net realized gains
    Total Distributions
 
(0.08)
--
(0.08)

(0.46)
(0.03)
(0.49)

(0.49)
(0.08)
(0.57)

(0.29)
(0.29)
Net Asset Value, End of Period
$10.19
$10.87   $11.41  $11.02
Total Return (c)
(5.51)%
(0.43)%
9.03%
13.32%(b)
Net Assets, End of Period (in thousands)
$1,718
$5,241
$5,090
$1,090
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment income to average net assets (e)
 
8.23%
1.58%(i)
0.75%(i)

3.56%
1.23%(h)
4.19%(h)

1.15%
1.15%
4.97%

0.70%(a)
0.70%(a)
4.74%(a)
Portfolio Turnover Rate
118.07%
23.77%
2.70%
83.50%(b)
(a)  Annualized.
(b)  Not annualized.
(c)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d)  Does not include expenses of the investment companies in which the Fund invests.
(e)  Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(f)  For the period from September 20, 2012 (Date of Initial Public Investment) to May 31, 2013.
(g)  Calculated using the average shares method.
(h)  Includes reimbursement of acquired fund fees.
(i) Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.
123





CAVALIER DIVIDEND INCOME FUND
Advisor Class Shares
(For a Share Outstanding Throughout the Period)
   
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Period
ended
May 31,
2013 (f)
Net Asset Value, Beginning of Period
  $11.12
$11.68
$11.18
$10.00
Income from Investment Operations
   Net investment income
   Net realized and unrealized gain (loss) on
   investments
    Total from Investment Operations

(0.06)(g)
 
(0.65)
(0.71)

0.43(g)
 
(0.60)
(0.17)

0.43(g)
 
0.53
0.96

0.24
1.17
1.41
Less Distributions
   From net investment income
   From net realized gains
    Total Distributions

(0.05)
--
(0.05)
 
(0.36)
(0.03)
(0.39)

(0.38)
(0.08)
(0.46)

(0.23)
(0.23)
Net Asset Value, End of Period
$10.36
 $11.12  $11.68  $11.18
Total Return (c)
(6.41)%
(1.45)%
8.79%
14.25%(b)
Net Assets, End of Period (in thousands)
$88
$128
$79
$5
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment income to average net assets (e)
 
8.47%
2.66%(i)
(0.61)%(i)

4.56%
2.23%(h)
3.79%(h)

2.15%
2.15%
3.84%

1.70%(a)
1.70%(a)
4.68%(a)
Portfolio Turnover Rate
118.07%
23.77%
2.70%
83.50%(b)
(a)  Annualized.
(b)  Not annualized.
(c)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d)  Does not include expenses of the investment companies in which the Fund invests.
(e)  Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(f)  For the period from September 26, 2012 (Date of Initial Public Investment) to May 31, 2013.
(g)  Calculated using the average shares method.
(h)  Includes reimbursement of acquired fund fees.
(i) Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.
124


CAVALIER DYNAMIC GROWTH FUND
Institutional Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Year
ended
May 31,
2013
Year
ended
May 31,
2012
Net Asset Value, Beginning of Year
$12.92
$12.15
$11.55
$9.42
$11.78
Income (Loss) from Investment Operations
   Net investment income (loss)
   Net realized and unrealized gain (loss) on
      investments
    Total from Investment Operations

(0.02)(d)

(0.93)
(0.95)

(0.06)(d)

1.88
1.82

0.11(d)

1.08
1.19

0.21

1.92
2.13

0.06

(1.05)
(0.99)
Less Distributions From:
   Net investment income
   Net realized gains
    Total Distributions

-
(2.05)
(2.05)

(0.11)
(0.94)
(1.05)

(0.13)
(0.46)
(0.59)

  --  
  --  
  --  

(0.21)
(1.16)
(1.37)
Net Asset Value, End of Year
 $9.92  $12.92  $12.15  $11.55  $9.42
Total Return (a)
(7.71)%
16.26%
10.44%
22.61%
(8.09)%
Net Assets, End of Year (in thousands)
$10,831
$19,722
$23,879
$14,139
$16,271
Ratios of:
  Gross expenses to average net assets (b)
  Net expenses to average net assets (b)
  Net investment income (loss) to average net assets (c)

1.85% (e)
1.37% (e)
(0.14)%

1.27%
1.27%
(0.47)%

0.70%
0.70%
0.91%

0.94%
0.88%
1.72%

1.45%
1.38%
(0.59)%
Portfolio Turnover Rate
312.56%
259.65%
425.39%
453.00%
711.11%
(a)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(b)  Does not include expenses of the investment companies in which the Fund invests.
(c)  Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(d)  Calculated using the average shares method.
(e)  Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.
125



CAVALIER DYNAMIC GROWTH FUND
Advisor Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Year ended
May 31,
2013
Year ended
May 31,
2012
Net Asset Value, Beginning of Year
$11.97
$11.97
$11.48
$9.48
$11.87
Income (Loss) from Investment
Operations
Net investment income (loss)
Net realized and unrealized gain (loss) on
 investments
Total from Investment Operations

(0.11)(d)

(0.92)
(1.03)

(0.18)(d)

1.83
1.65

(0.01)(d)

1.09
1.08

0.08

1.92
2.00

(0.05)

(1.03)
(1.08)
Less Distributions From:
Net investment income
Net realized gains
Total Distributions

-
(2.05)
(2.05)

(0.11)
(0.94)
(1.05)

(0.13)
(0.46)
(0.59)

  --  
  --  
  --  

(0.21)
(1.10)
(1.31)
Net Asset Value, End of Year
 $9.49  $12.57  $11.97  $11.48  $9.48
Total Return (a)
(8.64)%
15.04%
9.53%
21.10%
(8.90)%
Net Assets, End of Year (in thousands)
$979
$1,208
$1,122
$865
$808
Ratios of:
Gross expenses to average net assets (b)
Net expenses to average net assets (b)
Net investment income (loss) to average net assets (c)
 
2.95%(e)
2.40%(e)
(1.02)%

2.27%
2.27%
(1.50)%

1.70%
1.70%
(0.09)%

 1.92%
1.87%
0.88%

 2.44%
 2.38%
(0.60)%
Portfolio Turnover Rate
312.56%
259.65%
425.39%
453.00%
711.11%
 (a)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(b)  Does not include expenses of the investment companies in which the Fund invests.
(c)  Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(d)  Calculated using the average shares method.
(e)  Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.
126


CAVALIER FUNDAMENTAL GROWTH FUND
Institutional Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Period
ended
May 31,
2014(f)
Net Asset Value, Beginning of Period
$12.77
$11.09
$10.00
Income from Investment Operations
   Net investment (loss)
   Net realized and unrealized gain (loss) on investments
    Total from Investment Operations

0.01(e)
(1.19)
(1.18)

0.03(e)
1.65
1.68

(0.04)(e)
1.13
1.09
Less Distributions
   From net investment income
       Total Distributions

(0.01)
(0.01)
 
-
-
 
-
-
Net Asset Value, End of Period
 $11.58  $12.77  $11.09
Total Return (c)
(9.21)%
15.15%
10.90%(b)
Net Assets, End of Period (in thousands)
$45,453
$53,713
$18,202
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment (loss) to average net assets

1.51%
1.11%(g)
0.05%(g)

1.55%
1.13%
0.23%

1.25%(a)
1.25%(a)
(0.64 %(a)
Portfolio Turnover Rate
172.08%
95.22%
71.01%(b)
(a)  Annualized.
(b)  Not annualized.
(c)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d)  Does not include expenses of the investment companies in which the Fund invests.
(e)  Calculated using the average shares method.
(f)  For the period from October 17, 2013 (Date of Initial Public Investment) to May 31, 2014.
(g)  Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.
127



CAVALIER FUNDAMENTAL GROWTH FUND
Advisor Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Period
ended
May 31,
2014 (f)
Net Asset Value, Beginning of Period
$12.72
$11.16
$10.00
Income from Investment Operations
   Net investment loss
   Net realized and unrealized gain (loss) on investments
    Total from Investment Operations

(0.11)(e)
(1.18)
(1.29)

(0.11)(e)
1.67
1.56

(0.10)(e)
1.26
1.16
Less Distributions
   From net investment income
Total Distributions

(0.01)
 
(0.01)
 
-
-
 
-
-
Net Asset Value, End of Period
 $11.42  $12.72  $11.16
Total Return (c)
(10.11)%
13.98%
11.60%(b)
Net Assets, End of Period (in thousands)
$7,582
$6,840
$233
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment loss to average net assets

2.51%
2.11%(g)
(0.96)%(g)

2.55%
2.13%
(0.93)%

2.25%(a)
2.25%(a)
(1.69)%(a)
Portfolio Turnover Rate
172.08%
95.22%
71.01%(b)
(a)  Annualized.
(b)  Not annualized.
(c)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d)  Does not include expenses of the investment companies in which the Fund invests.
(e)  Calculated using the average shares method.
(f)  For the period from November 4, 2013 (Date of Initial Public Investment) to May 31, 2014.
(g)  Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.

128



CAVALIER GLOBAL OPPORTUNITIES FUND
Institutional Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Period
ended
May 31,
2013 (f)
Net Asset Value, Beginning of Period
$13.13
$12.93
$11.19
$10.00
Income from Investment Operations
   Net investment income
   Net realized and unrealized gain (loss) on investments
    Total from Investment Operations

0.05(g)
(1.22)
(1.17)

0.05(g)
0.65
0.70

0.09(g)
1.74
1.83

0.02
1.22
1.24
Less Distributions From:
  Net investment income
   Net realized gains
    Total Distributions

-
(0.15)
(0.15)

(0.06)
(0.44)
(0.50)

(0.09)
-
(0.09)

(0.05)
-
(0.05)
Net Asset Value, End of Period
 $11.81  $13.13  $12.93  $11.19
Total Return (c)
(8.92)%
5.63%
16.36%
 12.41%(b)
Net Assets, End of Period (in thousands)
$8,113
$41,049
$9,080
$4,536
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment income to average net assets (e)

1.22%
0.91%(i)
0.41%(i)

1.25%
0.93%(h)
0.41%(h)

0.70%
0.70%
0.72%

0.70%(a)
0.70%(a)
0.57%(a)
Portfolio Turnover Rate
284.69%
50.59%
3.26%
 0.00%(b)
(a) Annualized.
(b) Not annualized.
(c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d) Does not include expenses of the investment companies in which the Fund invests.
(e) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(f) For a share outstanding during the period from September 20, 2012 (Date of Initial Public Investment) to May 31, 2013.
(g) Calculated using the average shares method.
(h) Includes reimbursement of acquired fund fees.
(i) Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.

129



CAVALIER GLOBAL OPPORTUNITIES FUND
Advisor Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Period
ended
May 31,
2013 (f)
Net Asset Value, Beginning of Period
$13.04
$12.97
$11.28
$10.00
Income from Investment Operations
   Net investment loss
   Net realized and unrealized gain  (loss) on investments
    Total from Investment Operations

(0.07)(g)
(1.21)
(1.28)

(0.13)(g)
0.70
0.57

(0.03)(g)
1.80
1.77

(0.01)
1.32
1.31
Less Distributions From:
   Net investment income
   Net realized gains
    Total Distributions

-
(0.15)
(0.15)

(0.06)
(0.44)
(0.50)

(0.08)
-
(0.08)

(0.03)
-
(0.03)
Net Asset Value, End of Period
 $11.61  $13.04  $12.97  $11.28
Total Return (c)
(9.84)%
4.64%
15.72%
13.12%(b)
Net Assets, End of Period (in thousands)
$6,160
$7,229
$178
$48
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment loss to average net assets (e)

2.22%
1.84%(i)
 (0.56)%(i)

2.25%
1.93%(h)
 (1.00)%(h)

1.70%
1.70%
(0.28)%

1.70%(a)
1.70%(a)
(0.87)%(a)
Portfolio Turnover Rate
284.69%
50.59%
3.26%
0.00%(b)
(a) Annualized.
(b) Not annualized.
(c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d) Does not include expenses of the investment companies in which the Fund invests.
(e) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(f) For a share outstanding during the period from September 26, 2012 (Date of Initial Public Investment) to May 31, 2013.
(g) Calculated using the average shares method.
(h) Includes reimbursement of acquired fund fees.
(i) Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.

130


CAVALIER HEDGED HIGH INCOME FUND
Institutional Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Period
ended
May 31,
2013 (f)
Net Asset Value, Beginning of Period
$9.63
$10.74
$10.23
$10.00
Income from Investment Operations
   Net investment income
   Net realized and unrealized gain (loss) on investments
    Total from Investment Operations

0.27(g)
(0.41)
(0.14)

0.54(g)
(0.79)
(0.25)

0.52(g)
0.58
1.10

0.33
0.20
0.53
Less Distributions From:
   Net investment income
   Net realized gains
    Total Distributions

(0.20)
(0.04)
(0.24)

(0.55)
(0.31)
(0.86)

(0.55)
(0.04)
(0.59)

(0.30)
(0.30)
Net Asset Value, End of Period
 $9.25  $9.63   $10 .74  $10.23
Total Return (c)
(1.40)%
(2.19)%
11.18%
   5.37%(b)
Net Assets, End of Period (in thousands)
$7,392
$32,214
$16,552
$9,366
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment income to average net assets (e)

2.00%
1.01%(i)
2.89%(i)

1.23%
0.90%(h)
5.40%(h)

0.70%
0.70%
5.26%

0.70%(a)
0.70%(a)
6.59%(a)
Portfolio Turnover Rate
327.01%
64.51%
75.79%
78.00%(b)
(a) Annualized.
(b) Not annualized.
(c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d) Does not include expenses of the investment companies in which the Fund invests.
(e) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(f) For a share outstanding during the period from September 20, 2012 (Date of Initial Public Investment) to May 31, 2013.
(g) Calculated using the average shares method.
(h) Includes reimbursement of acquired fund fees.
(i) Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.


131



CAVALIER HEDGED HIGH INCOME FUND
Advisor Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Period
ended
May 31,
2013 (f)
Net Asset Value, Beginning of Period
$9.67
$10.76
$10.17
$10.00
Income from Investment Operations
   Net investment income
   Net realized and unrealized gain (loss) on investments
    Total from Investment Operations

0.01(g)
(0.26)
(0.25)

0.45(g)
(0.79)
(0.34)

0.47(g)
0.61
1.08

0.24
0.19
0.43
Less Distributions From:
   Net investment income
   Net realized gains
    Total Distributions

(0.16)
(0.04)
(0.20)

(0.44)
(0.31)
(0.75)

(0.45)
(0.04)
(0.49)

(0.26)
(0.26)
Net Asset Value, End of Period
 $9.22  $9.67  $10.76  $10.17
Total Return (c)
(2.53)%
(3.01)%
11.00%
 4.36%(b)
Net Assets, End of Period (in thousands)
$850
$576
$644
$48
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment income to average net assets (e)

3.00%
 2.21%(i)
0.08%(i)

2.23%
 1.90%(h)
4.40%(h)

1.70%
1.70%
4.26%

1.76%(a)
1.76%(a)
5.71%(a)
Portfolio Turnover Rate
327.01%
64.51%
75.79%
 78.00%(b)
(a) Annualized.
(b) Not annualized.
(c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d) Does not include expenses of the investment companies in which the Fund invests.
(e) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(f) For a share outstanding during the period from September 26, 2012 (Date of Initial Public Investment) to May 31, 2013.
(g) Calculated using the average shares method.
(h) Includes reimbursement of acquired fund fees.
(i) Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.
132



CAVALIER MULTI STRATEGIST FUND
Institutional Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Period
ended
May 31,
2013 (f)
Net Asset Value, Beginning of Period
$12.09
$12.09
$11.06
$10.00
Income from Investment Operations
   Net investment income
   Net realized and unrealized gain (loss) on investments
    Total from Investment Operations

(0.00)(g)
(0.71)
(0.71)

0.10(g)
0.35
0.45

0.06(g)
1.29
1.35

0.12
1.09
1.21
Less Distributions
   From net investment income
   From net realized gains
    Total Distributions

-
(0.38)
(0.38)

(0.11)
(0.34)
(0.45)

(0.11)
(0.21)
(0.32)

(0.15)
(0.15)
Net Asset Value, End of Period
 $11.00  $12.09  $12.09  $11.06
Total Return (c)
(5.89)%
3.91%
12.37%
12.23%(b)
Net Assets, End of Period (in thousands)
$3,920
$11,650
$5,697
$1,862
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment income to average net assets (e)

3.92%
1.20%(i)
(0.02)%(i)

2.12%
0.94%(h)
0.81%(h)

0.70%
0.70%
0.56%

0.70%(a)
0.70%(a)
0.77%(a)
Portfolio Turnover Rate
173.62%
69.31%
26.97%
8.94%(b)
(a) Annualized.
(b) Not annualized.
(c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d) Does not include expenses of the investment companies in which the Fund invests.
(e) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(f) For a share outstanding during the period from September 20, 2012 (Date of Initial Public Investment) to May 31, 2013.
(g) Calculated using the average shares method.
(h) Includes reimbursement of acquired fund fees.
(i) Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.


133



CAVALIER MULTI STRATEGIST FUND
Advisor Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Period
ended
May 31,
2013 (f)
Net Asset Value, Beginning of Period
$11.91
$12.04
$11.16
$10.00
Income from Investment Operations
   Net investment income (loss)
   Net realized and unrealized gain (loss) on investments
    Total from Investment Operations

(0.12)(g)
(0.68)
(0.80)

0.01(g)
0.31
0.32

(0.05)(g)
1.24
1.19

--
1.29
1.29
Less Distributions
   From net investment income
   From net realized gains
    Total Distributions

-
(0.38)
(0.38)

(0.11)
(0.34)
(0.45)

(0.10)
(0.21)
(0.31)

(0.13)
(0.13)
Net Asset Value, End of Period
 $10.73  $11.91  $12.04  $11.16
Total Return (c)
(6.75)%
2.82%
 10.84%
13.04%(b)
Net Assets, End of Period (in thousands)
$381
$264
$122
$9
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment income (loss) to average net assets (e)

5.25%
2.27%(i)
(1.05)%(i)

3.12%
1.94%(h)
0.04%(h)

1.70%
1.70%
(0.43)%

1.70%(a)
1.70%(a)
0.68%(a)
Portfolio Turnover Rate
173.62%
69.31%
26.97%
8.94%(b)
(a) Annualized.
(b) Not annualized.
(c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d) Does not include expenses of the investment companies in which the Fund invests.
(e) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(f) For a share outstanding during the period from September 26, 2012 (Date of Initial Public Investment) to May 31, 2013.
(g) Calculated using the average shares method.
(h) Includes reimbursement of acquired fund fees.
(i) Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.




134



CAVALIER TACTICAL ROTATION FUND

Institutional Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Period
ended
May 31,
2013 (f)
Net Asset Value, Beginning of Period
$12.23
$11.74
$10.67
$10.00
Income from Investment Operations
   Net investment income (loss)
   Net realized and unrealized gain (loss) on investments
    Total from Investment Operations

(0.00)(g)(j)
(0.66)
(0.66)

0.04(g)
1.02
1.06

0.04(g)
1.60
1.64

(0.01)
0.75
0.74
Less Distributions From:
   Net investment income
   Net realized gains
    Total Distributions

-
(0.31)
(0.31)

(0.06)
(0.51)
(0.57)

(0.04)
(0.53)
(0.57)

(0.07)
(0.07)
Net Asset Value, End of Period
 $11.26  $12.23  $11.74  $10.67
Total Return (c)
(5.41)%
9.29%
15.71%
7.46%(b)
Net Assets, End of Period (in thousands)
$81,866
$92,098
$30,116
$12,573
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment income (loss) to average net assets (e)

1.42%
1.26%(i)
(0.03)%(i)

1.41%
1.20%(h)
0.36%(h)

1.25%
1.25 %
0.36 %

1.20%(a)
1.20%(a)
(0.33)%(a)
Portfolio Turnover Rate
633.50%
323.99%
394.35%
98.01%(b)
(a) Annualized.
(b) Not annualized.
(c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d) Does not include expenses of the investment companies in which the Fund invests.
(e) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(f) For a share outstanding during the period from September 20, 2012 (Date of Initial Public Investment) to May 31, 2013.
(g) Calculated using the average shares method.
(h) Includes reimbursement of acquired fund fees.
(i) Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.
(j) Less than $0.01 per share.

135




CAVALIER TACTICAL ROTATION FUND
Advisor Class Shares
(For a Share Outstanding Throughout the Period)
 
Year
ended
May 31,
2016
Year
ended
May 31,
2015
Year
ended
May 31,
2014
Period
ended
May 31,
2013 (f)
Net Asset Value, Beginning of Period
$12.06
$11.69
$10.65
$10.00
Income from Investment Operations
   Net investment loss
   Net realized and unrealized gain (loss) on investments
    Total from Investment Operations

(0.11)(g)
(0.65)
(0.76)

(0.11)(g)
1.04
0.93

(0.09)(g)
1.69
1.60

(0.02)
0.73
0.71
Less Distributions From:
   Net investment income
   Net realized gains
    Total Distributions

-
(0.31)
(0.31)

(0.05)
(0.51)
(0.56)

(0.03)
(0.53)
(0.56)

(0.06)
(0.06)
Net Asset Value, End of Period
 $10.99  $12.06  $11.69  $10.65
Total Return (c)
(6.33)%
8.24%
15.37%
 7.15%(b)
Net Assets, End of Period (in thousands)
$7,823
$9,955
$558
$126
Ratios of:
   Gross expenses to average net assets (d)
   Net expenses to average net assets (d)
   Net investment loss to average net assets (e)

2.41%
2.25%(i)
(0.99)%(i)

2.41%
2.20%(h)
(0.95)%(h)

2.25%
2.25%
(0.78)%

2.20%(a)
2.20%(a)
(2.19)%(a)
Portfolio Turnover Rate
633.50%
323.99%
394.35%
98.01%(b)
(a) Annualized.
(b) Not annualized.
(c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(d) Does not include expenses of the investment companies in which the Fund invests.
(e) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(f) For a share outstanding during the period from September 26, 2012 (Date of Initial Public Investment) to May 31, 2013.
(g) Calculated using the average shares method.
(h) Includes reimbursement of acquired fund fees.
(i) Includes reimbursement of acquired fund fees and expenses for the period from June 1, 2015 through December 17, 2015.  Expense limitation agreement was updated to exclude acquired fund fees and expenses from the waiver effective December 18, 2015.





136



ADDITIONAL INFORMATION

Cavalier Funds
INSTITUTIONAL CLASS SHARES
ADVISOR CLASS SHARES
CLASS P SHARES

More information about the Funds can be found in the Statement of Additional Information, which is incorporated by reference into this prospectus.  Additional information about the Funds' investments will be available in the annual and semi-annual reports to shareholders.  The annual reports will include discussions of market conditions and investment strategies that significantly affected the Funds' performance during its last fiscal year.
The Funds' Statement of Additional Information and the annual and semi-annual reports will be available, free of charge, on the website listed below and upon request by contacting the Funds (you may also request other information about the Funds or make shareholder inquiries) as follows:
 
By telephone:
1-800-773-3863
 
 
By mail:
Cavalier Funds
c/o Nottingham Shareholder Services
116 South Franklin Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
 
 
By e-mail:
shareholders@ncfunds.com
 
 
On the Internet:
www.ncfunds.com
 
Information about the Funds (including the Statement of Additional Information) can also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C.  Inquiries on the operations of the public reference room may be made by calling the SEC at 1-202-551-8090.  Reports and other information about the Funds are available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, D.C. 20549-1520.
 
Investment Company Act File Number 811-22298

PART B

FORM N-1A
STATEMENT OF ADDITIONAL INFORMATION
 
Cavalier Funds

Cavalier Investments
50 Braintree Hill Office Park, Suite 105
Braintree, Massachusetts 02184
 
 
Cavalier Adaptive Income Fund
(Previously, the Cavalier Stable Income Fund)
Institutional Class Shares CADTX
Advisor Class Shares CADAX
Class P Shares CDTRX
 
 
Cavalier Dividend Income Fund
Institutional Class Shares CDVDX
Advisor Class Shares CDVNX
Class P Shares CADDX
 
Cavalier Dynamic Growth Fund
Institutional Class Shares CDYGX
Advisor Class Shares CADYX
Class P Shares CDGPX
 
Cavalier Fundamental Growth Fund
Institutional Class Shares CAFGX
Advisor Class Shares CFGAX
Class P Shares CFUGX
 
Cavalier Global Opportunities Fund
Institutional Class Shares CATEX
Advisor Class Shares CATDX
Class P Shares CTEQX
 
Cavalier Hedged High Income Fund
Institutional Class Shares CHIIX
Advisor Class Shares CAHIX
Class P Shares CATHX
 
Cavalier Multi Strategist Fund
Institutional Class Shares CMSFX
Advisor Class Shares CMSYX
Class P Shares CAMPX
 
Cavalier Tactical Rotation Fund
Institutional Class Shares CTROX
Advisor Class Shares CATOX
Class P Shares CTRDX
 
 
 
ARS Investment Management, LLC
629 Highland Avenue, Suite 200
Needham, MA  02494
 
 
Alpha Risk Dividend Hedged Equity Fund
( Previously, the Cavalier Hedged Equity Fund)
Institutional Class Shares CADTX
Advisor Class Shares CANOX
 

September 28, 201 6

Each a series of the
Starboard Investment Trust
116 South Franklin Street
Rocky Mount, North Carolina 27804
Telephone 1-800-773-3863
This Statement of Additional Information is meant to be read in conjunction with the prospectus for the Cavalier Funds, dated the same date as this Statement of Additional Information, and is incorporated by reference in its entirety into the prospectus.  Because this Statement of Additional Information is not itself a prospectus, no investment in shares of the Cavalier Funds should be made solely upon the information contained herein.  Copies of the Cavalier Funds' prospectus, annual report, and/or semi-annual report may be obtained at no charge by writing or calling the Funds at the address or phone number shown above.  Capitalized terms used but not defined herein have the same meanings as in the Cavalier Funds' prospectus.


TABLE OF CONTENTS
Page
ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES
2
INVESTMENT LIMITATIONS
29
PORTFOLIO TRANSACTIONS
31
DESCRIPTION OF THE TRUST
33
MANAGEMENT AND OTHER SERVICE PROVIDERS
34
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
54
SPECIAL SHAREHOLDER SERVICES
57
DISCLOSURE OF PORTFOLIO HOLDINGS
58
NET ASSET VALUE
60
ADDITIONAL TAX INFORMATION
61
FINANCIAL STATEMENTS
64
APPENDIX A – DESCRIPTION OF RATINGS
65
APPENDIX B – PROXY VOTING POLICIES
69


ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES
Starboard Investment Trust ("Trust") was organized on May 13, 2009 as a Delaware statutory trust and is registered with the Securities and Exchange Commission ("SEC") as an open-end management investment company.  The Alpha Risk Dividend Hedged Equity Fund, Cavalier Adaptive Income Fund, Cavalier Dividend Income Fund Cavalier Dynamic Growth Fund, Cavalier Fundamental Growth Fund, Cavalier Global Opportunities Fund, Cavalier Hedged High Income Fund, Cavalier Multi Strategist Fund, and Cavalier Tactical Rotation Fund   (each a "Fund" and collectively, "Funds") are separate, diversified series of the Trust.  Prior to August 4, 2015, the Funds were known as the Rx Funds and each Fund's name included "Rx" in the title rather than "Cavalier." In addition, the Cavalier Multi Strategist Fund was known as the Rx Premier Managers Fund. Prior to May 3, 2013, the Funds (except the Cavalier Fundamental Growth Fund) were known as the FMX Funds and each Fund's name included "ISM" in the title rather than "RiskX."  In addition, the Cavalier Global Opportunities Fund was known as the ISM Strategic Equity Fund, the Cavalier Traditional Fixed Income Fund was known as the ISM Strategic Fixed Income Fund, the Cavalier Tactical Rotation Fund was known as the ISM Global Alpha Tactical Fund, and the Cavalier Multi Strategist Fund was known as was known as the ISM Premier Asset Management Fund.  Prior to September 18, 2012, the Cavalier Dynamic Growth Fund was known as that FMX Growth Allocation Fund and the Cavalier Stable Income Fund was known as the FMX Total Return Fund.  As of August 20, 2015, the Funds' interim investment advisor is Canter Compass Investments, Inc., doing business as Cavalier Investments (the "Advisor" or "Cavalier Investments"). During the period between August 1, 2015 and August 19, 2015, the Funds' investment advisor was Compass Capital Corporation. Prior to August 1, 2015, the Funds' investment advisor was FolioMetrix, LLC. The vote at a forthcoming shareholder meeting will determine whether Cavalier Investments will continue as the permanent advisor to the Funds. The Prospectus describes each Fund's investment objective and principal investment strategy, as well as the principal investment risks of the Funds.  The following descriptions and policies supplement these descriptions, and also include descriptions of certain types of investments that may be made by the Funds but are not principal investment strategies of the Funds.  Attached to the Statement of Additional Information is Appendix A, which contains descriptions of the rating symbols used by nationally recognized statistical rating organizations for securities in which the Funds may invest.  Appendix B contains copies of the Trust's Proxy Voting and Disclosure Policy and the Advisor's Proxy Voting Policy and Procedures.
Seven of the nine Funds are "fund of funds . " Cavalier Investments manages the Cavalier Dividend Income Fund and ARS Investment Management, Inc.  manages the Alpha Risk Hedged Dividend Equity Fund (the "Advisor").  Beaumont Capital Management, LLC manages the Cavalier Global Opportunities Fund and the Cavalier Tactical Rotation Fund, Bluestone Capital Management, LLC manages the Cavalier Multi-Strategist Fund, Carden Capital, LLC manages the Cavalier Hedged High Income Fund and the Multi-Strategist Fund, Efficient Market Advisors, LLC manages the Cavalier Adaptive Income Fun, Julex Capital Management, LLC manages the Multi-Strategist Fund, Navellier & Associates, Inc. manages the Cavalier Fundamental Growth Fund, Parasol Investment Management, LLC manages the Cavalier Multi-Strategist Fund, StratiFi, LLC manages the Cavalier Dynamic Growth Fund, and Validus Growth Investors, LLC manages the Cavalier Dynamic Growth Fund (the "Sub-Advisor s ").  The following sections provide additional information about the principal and non-principal investment strategies and risks of the Funds that are managed by the Advisor.  Additional information about the principal and non-principal investment strategies and risks of the Funds follows these sections.
Additional Information Regarding the Principal Strategies and Risks for the Funds
General Investment Risks.   All investments in securities and other financial instruments involve a risk of financial loss.  No assurance can be given that the Funds' investment program will be successful.  Investors should carefully review the descriptions of the Funds' investments and their risks described in the Funds' Prospectus and this Statement of Additional Information.
Common Stocks.  The equity portion of the Fund's portfolio will include common stocks traded on domestic securities exchanges.  Prices of common stocks in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes.  Such price fluctuations subject the Fund to potential losses.  In addition, regardless of any one company's particular prospects, a declining stock market may produce a decline in prices for all common stocks, which could also result in losses for the Fund.  Market declines may continue for an indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of common stocks will decline.
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Investment Companies.   The Funds will invest in securities of other investment companies, including, without limitation, money market funds and exchange traded funds.  The Funds investments in such securities involve certain additional expenses and certain tax results, which would not be present in a direct investment in the underlying fund. Due to legal limitations, the Funds will be prevented from: 1) purchasing more than 3% of an investment company's (including ETFs) outstanding shares; 2) investing more than 5% of a Fund's assets in any single such investment company, and 3) investing more than 10% of a Fund's assets in investment companies overall;  unless: (i) the underlying investment company and/or the applicable Fund has received an order for exemptive relief from such limitations from the Securities and Exchange Commission ("SEC"); and (ii) the underlying investment company and the Fund take appropriate steps to comply with any conditions in such order.  In the alternative, the Fund may rely on Rule 12d1-3, which allows unaffiliated mutual funds to exceed the 5% limitation and the 10% limitation, provided the aggregate sales loads any investor pays (i.e., the combined distribution expenses of both the acquiring fund and the acquired fund) does not exceed the limits on sales loads established by FINRA for funds of funds. In addition to ETFs, the Fund may invest in other investment companies, including open-end mutual funds or exchange-traded closed-end funds, within the limitations described above.  Also, in the event that there is a proxy vote with respect to shares of another investment company purchased and held by the Funds under Section 12(d)(1)(F), then the Funds will either (i) vote such shares in the same proportion as the vote of all other holders of such securities; or (ii) contact its shareholders for instructions regarding how to vote the proxy.  Investments by the Funds in other investment companies entail a number of risks unique to a fund of funds structure.  These risks include the following:
Multiple Layers of Fees.   By investing in other investment companies indirectly through the Funds, prospective investors will directly bear the fees and expenses of the Funds' Advisor and indirectly bear the fees and expenses of other investment companies and other investment companies' managers as well.  As such, this multiple or duplicative layer of fees will increase the cost of investments in the Funds.
Lack of Transparency.   The Advisor will not be able to monitor the investment activities of the other investment companies on a continuous basis and the other investment companies may use investment strategies that differ from its past practices and are not fully disclosed to the Advisor and that involve risks that are not anticipated by the Advisor.  The Funds have no control over the risks taken by the underlying investment companies in which they invest.
Valuation of Investment Companies.   Although the Advisor will attempt to review the valuation procedures used by other investment companies' managers, the Advisor will have little or no means of independently verifying valuations of the Funds' investments in investment companies and valuations of the underlying securities held by other investment companies.  As such, the Advisor will rely significantly on valuations of other investment companies and the securities underlying other investment companies that are reported by other investment companies' managers.  In the event that such valuations prove to be inaccurate, the NAV of the Funds could be adversely impacted and an investor could incur a loss of investment in the Funds.
Illiquidity of Investments By and In Other Investment Companies.   Other investment companies may invest in securities that are not registered, are subject to legal or other restrictions on transfer, or for which no liquid market exists.  The market prices, if any, for such securities tend to be volatile and restricted securities may sell at prices that are lower than similar securities that are not subject to legal restrictions on resale.  Further, the Funds may not be able to redeem their interests in other investment companies' securities that it has purchased in a timely manner.  If adverse market conditions were to develop during any period in which the Funds are unable to redeem interests in other investment companies, the Funds may suffer losses as a result of this illiquidity.  As such, the lack of liquidity and volatility of restricted securities held by other investment companies could adversely affect the value of the other investment companies.  Any such losses could adversely affect the value of the Funds' investments and an investor could incur a loss of investment in the Funds.
Lack of Control.   Although the Funds and the Advisor will evaluate regularly each Portfolio Fund to determine whether such Portfolio Fund's investment program is consistent with each respective Fund's investment objective, the Advisor will not have any control over the investments made by a Portfolio Fund.  Even though each Portfolio Fund is subject to certain constraints, the investment advisor to each such Portfolio Fund may change aspects of their investment strategies at any time.  The Advisor will not have the ability to control or influence the composition of the investment portfolio of any Portfolio Fund.
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Lack of Diversification.   There is no requirement that the underlying investments held by other investment companies be diversified.  As such, other investment companies' managers may target or concentrate other investment companies' investments in specific markets, sectors, or types of securities.  As a result, investments made by other investment companies are subject to greater volatility as a result of this concentration than if the other investment companies had non-concentrated and diversified portfolios of investments.  Thus, the Funds' portfolios (and by extension the value of an investment in the Funds) may therefore be subject to greater risk than the portfolio of a similar fund with investments in diversified investment companies.
Use of Leverage.   The other investment companies may utilize leverage (i.e., borrowing) to acquire their underlying portfolio investments.  When other investment companies borrow money or otherwise leverage their portfolio of investments, doing so may exaggerate changes in the net asset value of the shares of the other investment companies and in the return on the other investment companies' investments.  Borrowing will also cost other investment companies interest expense and other fees.  As such, the value of the Funds' investments in other investment companies may be more volatile and all other risks (including the risk of loss of an investment in other investment companies) tend to be compounded or magnified.  As a result, any losses suffered by other investment companies as a result of their use of leverage could adversely affect the value of the Funds' investments and an investor could incur a loss of investment in the Funds.
Exchange Traded Funds.  The Funds and the other investment companies in which the Funds invest may invest in exchange traded funds ("ETF").  An ETF is an investment company that holds a portfolio of common stock or bonds designed to track the performance of a securities index or sector of an index.  ETFs are traded on a securities exchange based on their market value.  An investment in an ETF presents the same risks as an investment in a conventional registered investment company (i.e., one that is not exchange traded).  In addition, all ETFs will have costs and expenses that will be passed on to the Funds and these costs and expenses will in turn increase the Funds' expenses.  ETFs are also subject to the following risks that often do not apply to conventional investment companies: (i) the market price of the ETF's shares may trade at a discount to the ETF's net asset value, and as a result, ETFs may experience more price volatility than other types of portfolio investments and such volatility could negatively impact the Funds' net asset values; (ii) an active trading market for an ETF's shares may not develop or be maintained at a sufficient volume; (iii) trading of an ETF's shares may be halted if the listing exchange deems such action appropriate; and (iv) ETF shares may be delisted from the exchange on which they trade, or "circuit breakers" (which are tied to large decreases in stock prices used by the exchange) may temporarily halt trading in the ETF's stock.  ETFs are also subject to the risks of the underlying securities or sectors that the ETF is designed to track.  Finally, there may be legal limitations and other conditions imposed by SEC rules on the amount of the ETF shares that the Funds may acquire.
Equity Securities.  The Funds and the other investment companies in which the Funds invest may invest in equity securities as a principal investment strategy.  The equity portion of a Fund's portfolio may be comprised of common stocks traded on domestic securities exchanges or on the over-the-counter market.  In addition to common stocks, the equity portion of each Fund's portfolio may also include preferred stocks, convertible preferred stocks, and convertible bonds.  Prices of equity securities in which the Funds invest may fluctuate in response to many factors, including the activities of the individual companies issuing the equity securities, general market and economic conditions, interest rates, and specific industry changes.  Such price fluctuations subject the Funds to potential losses.  In addition, regardless of any one company's particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Funds.  Market declines may continue for an indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of equity securities will decline.
Foreign Investment Risk.   The Funds and the other investment companies in which the Funds invest may invest in foreign securities as a principal investment strategy.  Foreign securities and foreign currency contracts involve investment risks different from those associated with domestic securities.  Changes in foreign economies and political climates are more likely to affect the Funds than a mutual fund that invests exclusively in domestic securities.  The value of foreign currency denominated securities or foreign currency contracts is affected by the value of the local currency relative to the U.S. dollar.  There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign currency denominated securities.  The value 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 often 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.
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Fixed-Income Securities.  The Funds and the other investment companies in which the Funds invest may invest in fixed-income securities as a principal investment strategy, including government and corporate bonds, money market instruments, junk bonds, and zero-coupon bonds.  Zero-coupon bonds are purchased at a discount from their face values and accrue interest at the applicable coupon rate over a period of time.  Fixed-income securities purchased by the Funds or other investment companies in which the Funds invest may consist of obligations of any rating.  Fixed-income securities in the lowest investment grade categories have speculative characteristics, with changes in the economy or other circumstances more likely to lead to a weakened capacity of the bonds to make principal and interest payments than would occur with bonds rated in higher categories.  High yield bonds are typically rated below "Baa" by Moody's Investors Service, Inc.  ("Moody's") or below "BBB" by Standard & Poor's Ratings Group ("S&P") or below investment grade by other recognized rating agencies.  The Funds may invest directly in unrated securities or indirectly through other investment companies that invest in unrated securities.  Such bonds are subject to greater market fluctuations and risk of loss of income and principal than higher rated bonds for a variety of reasons, including:
Sensitivity to Interest Rate and Economic Change.   The economy and interest rates affect high yield securities differently than other securities.  The prices of high yield bonds have been found to be less sensitive to interest rate changes than higher-rated investments, but more sensitive to adverse economic changes or individual corporate developments.  Also, during an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress which would adversely affect their ability to service their principal and interest obligations, to meet projected business goals, and to obtain additional financing.  If the issuer of a bond defaults, an underlying mutual fund may incur additional expenses to seek recovery.  In addition, periods of economic uncertainty and changes can be expected to result in increased volatility of market prices of high yield bonds and a Fund's asset values.
Payment Expectations.   High yield bonds present certain risks based on payment expectations.  For example, high yield bonds may contain redemption and call provisions.  If an issuer exercises these provisions in a declining interest rate market, a Fund or an investment company in which a Fund invests, as applicable, would have to replace the security with a lower yielding security, resulting in a decreased return for investors.  Conversely, a high yield bond's value will decrease in a rising interest rate market, as will the value of the other investment companies' assets.  If a Fund or an investment company in which a Fund invests, as applicable, experiences unexpected net redemptions, it may be forced to sell its high yield bonds without regard to their investment merits, thereby decreasing the asset base upon which expenses can be spread and possibly reducing the rate of return.
Liquidity and Valuation.   To the extent that there is no established retail secondary market, there may be thin trading of high yield bonds, and this may impact the ability of the Funds or the  investment companies in which the Funds invest to accurately value high yield bonds and may hinder their ability to dispose of the bonds.  Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield bonds, especially in a thinly traded market.
Credit Ratings.   Credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield bonds.  Also, because credit rating agencies may fail to timely change the credit ratings to reflect subsequent events, a Fund or an investment company in which a Fund invests must monitor the issuers of high yield bonds in their portfolios to determine if the issuers will have sufficient cash flow and profits to meet required principal and interest payments, and to assure the bonds' liquidity so a Fund or an investment company in which the Fund invests, as applicable, can meet redemption requests.
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High-yield securities are deemed speculative with respect to the issuer's capacity to pay interest and repay principal over a long period of time.  Special tax considerations are associated with investing in high-yield securities structured as zero coupon or "pay-in-kind" securities.  The Funds or the investment companies in which the Funds invest will report the interest on these securities as income even though it receives no cash interest until the security's maturity or payment date.  The payment of principal and interest on most fixed-income securities purchased by the Fund or an investment company in which a Fund invests will depend upon the ability of the issuers to meet their obligations.  An issuer's obligations under its fixed-income securities are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, including the Federal Bankruptcy Code, and laws, if any, which may be enacted by federal or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations.  The power or ability of an issuer to meet its obligations for the payment of interest on, and principal of, its fixed-income securities may be materially adversely affected by litigation or other conditions.
The ratings of S&P, Moody's and other nationally recognized rating agencies represent their opinions as to the quality of fixed-income securities.  It should be emphasized, however, that ratings are general and are not absolute standards of quality, and fixed-income securities with the same maturity, interest rate, and rating may have different yields while fixed-income securities of the same maturity and interest rate with different ratings may have the same yield.  For a more detailed description of ratings, please see Appendix A.
Money Market Instruments.   The Funds and the other investment companies in which the Funds invest may invest in money market instruments as a principal investment strategy, including U.S. Government obligations or corporate debt obligations (including those subject to repurchase agreements) provided that they are eligible for purchase by the Funds or such investment companies, as applicable.  Money market instruments also may include Banker's Acceptances and Certificates of Deposit of domestic branches of U.S. banks, Commercial Paper, and Variable Amount Demand Master Notes ("Master Notes").  Banker's Acceptances are time drafts drawn on and "accepted" by a bank.  When a bank "accepts" such a time draft, it assumes liability for its payment.  When the Funds or an investment company acquires a Banker's Acceptance, the bank that "accepted" the time draft is liable for payment of interest and principal when due.  The Banker's Acceptance carries the full faith and credit of such bank.  A Certificate of Deposit ("CD") is an unsecured, interest bearing debt obligation of a bank.  Commercial Paper is an unsecured, short-term debt obligation of a bank, corporation, or other borrower.  Commercial Paper maturity generally ranges from two to 270 days and is usually sold on a discounted basis rather than as an interest-bearing instrument.  Master Notes are unsecured obligations which are redeemable upon demand of the holder and which permit the investment of fluctuating amounts at varying rates of interest.
U.S. Government Securities and U.S. Government Agency Securities.   The Funds and the other investment companies in which the Funds invest may invest in U.S. Government Securities and U.S. Government Agency Securities as a principal investment strategy.   U.S. Government securities and U.S. Government Agency Securities include (i) U.S. Treasury notes, U.S. Treasury bonds, U.S. Treasury bills, and other U.S. Government obligations; (ii) obligations of the Government National Mortgage Association (GNMA) and other U.S. Government sponsored entities that are guaranteed by the U.S. Government; and (iii) obligations of the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal Housing Administration (FHA), Federal Farm Credit Bank (FFCB), Federal Home Loan Bank (FHLB), Student Loan Marketing Association (SLMA), The Tennessee Valley Authority (TVA) and other U.S. Government authorities, agencies, and instrumentalities.  While obligations of some U.S. Government agencies and sponsored entities are supported by the full faith and credit of the U.S. Government (e.g. GNMA), others are not.  No assurance can be given that the U.S. Government will provide financial support to U.S. Government agencies or instrumentalities in the future since it is not obligated to do so by law.  The guarantee of the U.S. Government does not extend to the yield or value of the Funds' shares.
Municipal Securities. Municipal securities share the attributes of debt obligations in general, but are generally issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multi-state agencies or authorities. The municipal securities include general obligation bonds and limited obligation bonds (or revenue bonds), including industrial development bonds formerly issued pursuant to federal tax law. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from such issuer's general revenues and not from any particular source. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Tax-exempt private activity bonds and industrial development bonds generally are also revenue bonds and thus are not payable from the issuer's general revenues. The credit and quality of private activity bonds and industrial development bonds are usually related to the credit of the user of the facilities. Payment of interest on and repayment of principal of such bonds is the responsibility of the user (and/or any guarantor).
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Municipal securities are subject to credit and market risk. Prices of higher quality issues tend to fluctuate less with changes in market interest rates than prices of lower quality issues, and prices of longer maturity issues tend to fluctuate more than prices of shorter maturity issues. Prices and yields on municipal bonds are dependent on a variety of factors, including general money-market conditions, the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time. Information about the financial condition of an issuer of municipal bonds may not be as extensive as that which is made available by corporations whose securities are publicly traded. Obligations of issuers of municipal bonds are subject to the provisions of bankruptcy, insolvency and other laws, including the Federal Bankruptcy Reform Act of 1978, affecting the rights and remedies of creditors. Congress or state legislatures may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. There is also the possibility that as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their municipal bonds may be materially affected or their obligations may be found to be invalid or unenforceable.
Debentures.   A debenture is long-term, unsecured, debt instrument backed only by the integrity of the borrower, not by collateral, and documented by an indenture.  Governments often issue debentures, in part because they cannot guarantee debt with assets (government assets are public property).  The principal risk with this type of investment is that the issuer will default or go into bankruptcy.  As an unsecured creditor, in the event of default or bankruptcy, the holder of a debenture does not have a claim against any specific assets of the issuing firm, so the investor will only be paid from the issuer's assets after the secured creditors have been paid.  While the Funds will not invest directly in debentures as a principal investment strategy, the Funds may invest in all types of debentures, including corporate and government debentures, directly or indirectly through investments in shares of other investment companies.
Mortgage-Backed and Asset-Backed Securities.   The Funds and the other investment companies in which the Funds invest may invest in mortgage-backed and asset-backed securities as a principal investment strategy.  Mortgage-backed securities are mortgage related securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or issued by nongovernment entities.  Mortgage-related securities represent ownership in pools of mortgage loans assembled for sale to investors by various government agencies and government-related organizations, as well as by nongovernment issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies.  Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured.  These securities differ from conventional bonds in that the principal is paid back to the investor as payments are made on the underlying mortgages in the pool.  Accordingly, the Funds or investment companies in which the Funds invest, as applicable, will receive scheduled payments of principal and interest along with any unscheduled principal prepayments on the underlying mortgages.  Because these scheduled and unscheduled principal payments must be reinvested at prevailing interest rates, mortgage-backed securities do not provide an effective means of locking in long-term interest rates for the investor.
Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales contracts or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements and from sales of personal property.  Regular payments received on asset-backed securities include both interest and principal.  Asset-backed securities typically have no U.S. Government backing, though they are usually guaranteed up to a certain amount and time period by a letter of credit issued by a financial institution.  If the letter of credit is exhausted and the full amounts due on the underlying loans are not received because of unanticipated costs, depreciation, damage, or loss of the collateral securing the contracts, or other factors, certificate holders may experience delays in payment or losses on asset-backed securities.  Additionally, the ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited.
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If the Fund or an investment company in which a Fund invests purchases a mortgage-backed or other asset-backed security at a premium, the premium may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying collateral.  As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates.  Although the value of a mortgage-backed or other asset-backed security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the higher rate is received.  When the interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received.  For these and other reasons, a mortgage-backed or other asset-backed security's average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore it is not possible to predict accurately the security's return.  In addition, while the trading market for short-term mortgages and asset-backed securities is ordinarily quite liquid, in times of financial stress the trading market for these securities may become restricted.
Mortgage-backed securities that are issued or guaranteed by the U.S. government, its agencies, or instrumentalities, are not subject to the Funds' industry concentration restrictions because securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities are excluded from the restriction.  Privately-issued mortgage-backed securities are, however, subject to the Funds' industry concentration restrictions.
Real Estate Securities.  The Funds and the other investment companies in which the Funds invest may invest in securities of issuers primarily engaged in or related to the real estate industry.  The Funds or investment companies in which the Funds invest may invest in real estate investment trusts ("REITs") and real estate operating companies, as well as other types of real estate securities including publicly traded common stock, preferred stock, limited partnerships (including real estate master limited partnerships), rights or warrants to purchase common stock or convertible securities of corporations engaged in real estate development.  A REIT is a pooled investment vehicle that is organized as a corporation or business trust which invests in income producing real estate or real estate loans or interests.  Therefore, an investment in REITs or other real estate securities is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general.  These risks include, among others:  possible declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes, and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes, or other natural disasters; limitations on and variations in rents; and changes in interest rates. To the extent that assets underlying the REIT's investments are concentrated geographically, by property type or in certain other respects, the REIT may be subject to certain of the foregoing risks to a greater extent.  Equity REITs invest the majority of their assets directly in real property and derive income from the collection of rents.  Equity REITs may be affected by changes in the value of the underlying property owned by the REITs.  Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments.  Mortgage REITs may be affected by the quality of any credit extended.  REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers, and self-liquidation.  REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the U.S. Internal Revenue Code and failing to maintain their exemptions from registration under the 1940 Act.
REITs (especially mortgage REITs) are also subject to interest rate risks.  When interest rates decline, the value of a REIT's investment in fixed rate obligations can be expected to rise.  Conversely, when interest rates rise, the value of a REIT's investment in fixed rate obligations can be expected to decline.  In contrast, as interest rates on adjustable rate mortgage loans are reset periodically, yields on a REIT's investment in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.  Investing in REITs involves risks similar to those associated with investing in small capitalization companies.  REITs may have limited financial resources, may trade less frequently and in a limited volume, and may be subject to more abrupt or erratic price movements than larger company securities.
Derivative Instruments.   W hen the Funds, or other investment companies in which the Funds invest, enter into short sales, options, futures, and other forms of financial derivatives specifically described below, the investments involve risks different from direct investments in the underlying securities While transactions in derivatives may reduce certain risks, these transactions themselves entail certain other risks.  Unanticipated changes in interest rates, securities prices, or currency exchange rates may result in a poorer overall performance of the Funds than if they had not entered into any derivatives transactions.  Derivatives may magnify the Funds' gains or losses, causing it to make or lose substantially more than it invested.
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The Funds may invest in derivative instruments for both speculative and hedging purposes.  These investments can be made as a substitute for taking a direct position in the underlying asset or as part of a strategy that is intended to reduce the exposure of the Funds to various risks.  To the extent that the Funds invests directly in financial derivatives, the Funds will comply with the applicable requirements of the Investment Company Act of 1940 and the guidance of no-action letters issued by the Securities and Exchange Commission, including SEC Release 10666 that require the Fund to segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.
When used for hedging purposes, increases in the value of the securities the Funds hold or intend to acquire should offset any losses incurred with a derivative.  Purchasing derivatives for purposes other than hedging could expose the Funds to greater risks.
The Funds' ability to hedge securities through derivatives depends on the degree to which price movements in the underlying index or instrument correlate with price movements in the relevant securities.  In the case of poor correlation, the price of the securities the Funds are hedging may not move in the same amount, or even in the same direction as the hedging instrument.  The Advisor will try to minimize this risk by investing only in those contracts whose behavior it expects to resemble with the portfolio securities it is trying to hedge.  However, if the Funds' prediction of interest and currency rates, market value, volatility, or other economic factors is incorrect, the Funds may lose money, or may not make as much money as it expected.
Derivative prices can diverge from the prices of their underlying instruments, even if the characteristics of the underlying instruments are very similar to the derivative.  Listed below are some of the factors that may cause such a divergence:
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current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract;
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a difference between the derivatives and securities markets, including different levels of demand, how the instruments are traded, the imposition of daily price fluctuation limits or trading of an instrument stops; and
·
differences between the derivatives, including different margin requirements, different liquidity of such markets, and the participation of speculators in such markets.
Derivatives based upon a narrow index of securities may present greater risk than derivatives based on a broad index. Since narrower indices are made up of a smaller number of securities, they are more susceptible to rapid and extreme price fluctuations because of changes in the value of those securities.
While currency futures and options values are expected to correlate with exchange rates, they may not reflect other factors that affect the value of the investments of the Funds.  A currency hedge should protect a yen-denominated security from a decline in the yen, but will not protect the Funds against a price decline resulting from deterioration in the issuer's creditworthiness.  Because the value of the Funds' foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency options and futures to the value of the Funds' investments precisely over time.
Before a futures contract or option is exercised or expires, the Funds can terminate it only by entering into a closing purchase or sale transaction.  Moreover, the Funds may close out a futures contract only on the exchange the contract was initially traded.  Although the Funds intend to purchase options and futures only where there appears to be an active market, there is no guarantee that such a liquid market will exist.  If there is no secondary market for the contract, or the market is illiquid, the Funds may not be able to close out a position.  In an illiquid market, the Funds may:
·
have to sell securities to meet its daily margin requirements at a time when it is disadvantageous to do so;
·
have to purchase or sell the instrument underlying the contract;
 
 
 
9

·
not be able to hedge its investments; and
·
not be able to realize profits or limit its losses.
Derivatives may become illiquid (i.e., difficult to sell at a desired time and price) under a variety of market conditions:
·
an exchange may suspend or limit trading in a particular derivative instrument, an entire category of derivatives, or all derivatives, which sometimes occurs because of increased market volatility;
·
unusual or unforeseen circumstances may interrupt normal operations of an exchange;
·
the facilities of the exchange may not be adequate to handle current trading volume;
·
equipment failures, government intervention, insolvency of a brokerage firm or clearing house, or other occurrences may disrupt normal trading activity; or
·
investors may lose interest in a particular derivative or category of derivatives.
If the Advisor incorrectly predicts securities market and interest rate trends, the Funds may lose money by investing in derivatives.  If the Funds were to write a call option based on the Advisor's expectation that the price of the underlying security would fall, but the price were to rise instead, the Funds could be required to sell the security upon exercise at a price below the current market price.  Similarly, if the Funds were to write a put option based on the Advisor's expectation that the price of the underlying security would rise, but the price were to fall instead, the Funds could be required to purchase the security upon exercise at a price higher than the current market price.
Because of the low margin deposits required upon the opening of a derivative position, such transactions involve an extremely high degree of leverage.  Consequently, a relatively small price movement in a derivative may result in an immediate and substantial loss (as well as gain) to the Funds and they may lose more than it originally invested in the derivative.
If the price of a futures contract changes adversely, the Funds may have to sell securities at a time when it is disadvantageous to do so to meet its minimum daily margin requirement.  The Funds may lose margin deposits if a broker with whom they have an open futures contract or related option becomes insolvent or declares bankruptcy.
The prices of derivatives are volatile (i.e., they may change rapidly, substantially, and unpredictably) and are influenced by a variety of factors, including:
·
actual and anticipated changes in interest rates;
·
fiscal and monetary policies; and
·
national and international political events.
Most exchanges limit the amount by which the price of a derivative can change during a single trading day.  Daily trading limits establish the maximum amount that the price of a derivative may vary from the settlement price of that derivative at the end of trading on the previous day.  Once the price of a derivative reaches this value, the Funds may not trade that derivative at a price beyond that limit.  The daily limit governs only price movements during a given day and does not limit potential gains or losses.  Derivative prices have occasionally moved to the daily limit for several consecutive trading days, preventing prompt liquidation of the derivative.
Short Sales.   While the Funds will not short securities as a principal investment strategy, the Funds will indirectly be subject to short sales risk to the extent an investment company held by a Fund shorts securities.  A short sale is a transaction in which a party sells a security it does not own or have the right to acquire (or that it owns but does not wish to deliver) in anticipation that the market price of that security will decline.  When a party makes a short sale, the broker-dealer through which the short sale is made must borrow the security sold short and deliver it to the party purchasing the security.  The party is required to make a margin deposit in connection with such short sales; the party may have to pay a fee to borrow particular securities and will often be obligated to pay over any dividends and accrued interest on borrowed securities.  If the price of the security sold short increases between the time of the short sale and the time the party covers the short position, the party will incur a loss; conversely, if the price declines, the party will realize a capital gain.  Any gain will be decreased, and any loss increased, by the transaction costs described above.
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Options.   The Funds and the other investment companies in which the Funds invest may purchase and write put and call options on securities.  The purchase and writing of options involves certain risks.  During the option period, a call writer that holds the underlying security has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying securities above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline.  The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option.  Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying securities at the exercise price.  If a put or call option is not sold when it has remaining value, and if the market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price or, in the case of a call, remains less than or equal to the exercise price, the entire investment in the option will be lost.  Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.  There can be no assurance that a liquid market will exist when an option position is closed out.  Furthermore, if trading restrictions or suspensions are imposed on the options market, it may not be possible to close out a position.
A Fund may write a call or put option only if the option is "covered" by holding a position in the underlying securities or by other means which would permit immediate satisfaction of the Fund's obligation as writer of the option.  A written call option creates a potential obligation to sell the underlying security.  In order to make sure that this obligation can be met, a Fund could (i) hold the security underlying the written option; (ii) hold an offsetting call option (one with a strike price that is the same or lower than the strike price of the written option); or (iii) segregate cash and liquid securities (which can be cash, U.S. Government securities, and other liquid debt or equity securities) that when added to collateral on deposit equals the market value of the underlying security.  A written put option creates a potential obligation to buy the underlying security.  In order to make sure that this obligation can be met, a Fund could (i) hold an offsetting put option (one with a strike price that is the same or higher than the strike price of the written option); or (ii) segregate cash and liquid securities that when added to collateral on deposit equals the strike price of the option.
Futures Contracts.  A futures contract is a bilateral agreement   to buy or sell a security (or deliver a cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contracts) for a set price in the future.  Futures contracts are designated by boards of trade which have been designated "contracts markets" by the Commodities Futures Trading Commission (CFTC).  No purchase price is paid or received when the contract is entered into.  Instead, the Funds or investment companies in which the Funds invest, upon entering into a futures contract (and to maintain the open positions in futures contracts), would be required to deposit with its custodian in a segregated account in the name of the futures broker an amount of cash, U.S. government securities, suitable money market instruments, or liquid, high-grade debt securities, known as "initial margin."  The margin required for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract.  Futures contracts are customarily purchased and sold on margin that may range upward from less than 5% of the value of the contract being traded.  By using futures contracts as a risk management technique, given the greater liquidity in the futures market than in the cash market, it may be possible to accomplish certain results more quickly and with lower transaction costs.
If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin.  However, if the value of a position increases because of favorable price changes in the futures contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Funds or investment companies in which the Funds invest.  These subsequent payments, called "variation margin," to and from the futures broker, are made on a daily basis as the price of the underlying assets fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as "marking to the market."  The Funds are expected to earn interest income on initial and variation margin deposits.
The Funds and investment companies in which the Funds invest will incur brokerage fees when they purchase and sell futures contracts.  Positions taken in the futures markets are not normally held until delivery or cash settlement is required, but are instead liquidated through offsetting transactions that may result in a gain or a loss.  While futures positions taken by the Funds and investment companies in which the Funds invest will usually be liquidated in this manner, the Funds and investment companies in which the Funds invest may instead make or take delivery of underlying securities whenever it appears economically advantageous to do so.  A clearing organization associated with the exchange on which futures are traded assumes responsibility for closing out transactions and guarantees that as between the clearing members of an exchange, the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.
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In addition to the margin restrictions discussed above, transactions in futures contracts may involve the segregation of funds pursuant to requirements imposed by the Securities and Exchange Commission.  Under those requirements, where a Fund has a long position in a futures contract, it may be required to establish a segregated account  (not with a futures commission merchant or broker) containing cash or certain liquid assets equal to the purchase price of the contract (less any margin on deposit).  However, segregation of assets is not required if a Fund "covers" a long position.  For a short position in futures or forward contracts held by a Fund, those requirements may mandate the establishment of a segregated account (not with a futures commission merchant or broker) with cash or certain liquid assets that, when added to the amounts deposited as margin, equal the market value of the instruments underlying the futures contracts (but are not less than the price at which the short positions were established).
Swaps.   The Funds, and the other investment companies in which the Funds invest, may invest in swap agreements.  A swap is an agreement between two parties (known as counterparties) where one stream of payments is exchanged for another.  The parties agree to exchange to exchange payments at specified dates (periodic payment dates) on the basis of a specified amount (the notional value of the agreement) with the payments calculated with reference to a specified asset, reference rate, or index.  Swaps allow for a wide variety of transactions. For example, fixed rate payments may be exchanged for floating rate payments; U.S. dollar-denominated payments may be exchanged for payments denominated in a different currency; and payments tied to the price of one asset, reference rate, or index may be exchanged for payments tied to the price of another asset, reference rate, or index.  For purposes of calculating the NAV, the Funds will price swaps at their market value based on prices supplied by an independent pricing service, if available, or quotations obtained from broker-dealers.
The Funds may use swaps for both speculative and hedging purposes.  Swaps can be used as part of a strategy that is intended to reduce a Fund's exposure to various risks or as a substitute for taking a direct position in the underlying asset.  The Funds may use swaps to limit or manage exposure to fluctuations in interest rates, currency exchange rates, or potential defaults by credit issuers.  The Funds may also attempt to enhance returns by investing in total return swaps.  A total return swap provides a Fund with a return based on the performance of an underlying asset, in exchange for fee payments to a counterparty based on a specific rate.  If the underlying asset declines in value over the term of the swap, the Fund would be required to pay the dollar value of that decline to the counterparty.  For example, the Fund may agree to pay a counterparty the total return earned or realized on the notional amount of a particular stock and any dividends declared with respect to that stock. In return, the Fund would make payments based on the notional amount calculated at the specified rate and would be required to pay amounts resulting from a decline in the value of the stock.
Most swaps provide that when the periodic payment dates for both parties are the same, payments are netted, and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a Fund's current obligations (or rights) under a swap will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by the Fund and the counterparty. During the term of a swap, the Fund is usually required to pledge to the counterparty, from time to time, an amount of cash or other assets equal to the total net amount (if any) that would be payable by the Fund to the counterparty if the swap were terminated on the date in question, including any early termination payments.
Since a swaps transaction can result in a loss greater than the amount invested, the Funds will comply with guidance from the staff of the Securities and Exchange Commission regarding asset coverage requirements, including Investment Company Act Release No. 10666 (Apr. 18, 1979), that require a Fund to segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  In particular, each Fund will ensure that its potential obligations with respect to the swap will be met by segregating liquid assets (which can be cash, U.S. Government securities, and other liquid debt or equity securities) on the Fund's books or in a segregated account at the Fund's custodian.  For swaps that call for periodic netting between the Fund and its counterparty, the segregated amount is the net amount due under the contract, as determined daily on a mark-to-market basis. For other kinds of swaps, the segregated amount is the notional value of the contract.
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The use of swaps subjects the Funds to the risk of default by the counterparty.  A loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. If there is a default by the counterparty to such a transaction, there may be contractual remedies pursuant to the agreements related to the transaction, although bankruptcy and insolvency laws could affect a Fund's rights as a creditor.   Additionally, the use of credit default swaps can result in losses if the Advisor does not correctly evaluate the creditworthiness of the issuer on which the credit default swap is based.
Because swaps are two-party contracts, they may subject the Funds to liquidity risk. If a swap is particularly large or if the relevant market is illiquid, a Fund may not be able to establish or liquidate a position at an advantageous time or price, which may result in significant losses. Participants in the swap markets are not required to make continuous markets in the swaps they trade. Participants could refuse to quote prices for swaps or quote prices with an unusually wide spread between the price at which they are prepared to buy and the price at which they are prepared to sell.
Swaps are highly specialized instruments, and their use involves investment techniques and risks different from those associated with other traditional investments. The use of swaps requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions.  Whether the Funds will be successful in using swaps to achieve its investment goals depends on the ability of the Advisor to correctly forecast future market trends or the values of assets, reference rates, indexes, or other economic factors when establishing swap positions.
Liquidity Impact of Margin and Segregation Requirements.  Although the Funds will segregate cash and liquid assets in an amount sufficient to cover its open obligations with respect to written options and short sales, the segregated assets will be available to the Funds immediately upon closing out the positions, while settlement of securities transactions could take several days. However, because the Funds' cash that may otherwise be invested would be held uninvested or invested in other liquid assets so long as the position remains open, the Funds' returns could be diminished due to the opportunity losses of foregoing other potential investments.
Portfolio Turnover.   Portfolio turnover is a ratio that indicates how often the securities in a mutual fund's portfolio change during a year's time.  Higher numbers indicate a greater number of changes, and lower numbers indicate a smaller number of changes.  The Funds may sell portfolio securities without regard to the length of time they have been held in order to take advantage of new investment opportunities or changing market conditions.  Since portfolio turnover may involve paying brokerage commissions and other transaction costs, there could be additional expenses for the Funds.  High rates of portfolio turnover could lower performance of the Funds due to increased costs and may also result in the realization of capital gains.  If the Funds realize capital gains when they sell portfolio investments, they must generally distribute those gains to shareholders, increasing their taxable distributions.
Information Regarding the Non-Principal Strategies and Risks for the Funds
Debentures.   A debenture is long-term, unsecured, debt instrument backed only by the integrity of the borrower, not by collateral, and documented by an indenture.  Governments often issue debentures, in part because they generally cannot guarantee debt with assets (government assets are public property).  The primary risk with this type of investment is that the issuer will default or go into bankruptcy.  As an unsecured creditor, in the event of default or bankruptcy, the holder of a debenture does not have a claim against any specific assets of the issuing firm, so the investor will only be paid from the issuer's assets after the secured creditors have been paid.  The Fund may invest in all types of debentures, including corporate and government debentures.
Derivative Instruments Risk.   When the Fund enters into futures, swaps, and other forms of financial derivatives specifically described below, the investments involve risks different from direct investments in the underlying securities.  While transactions in derivatives may reduce certain risks, these transactions themselves entail certain other risks.  For example, unanticipated changes in interest rates, securities prices, or currency exchange rates may result in a poorer overall performance of the Fund than if they had not entered into any derivatives transactions.  Derivatives may magnify the Fund's gains or losses, causing it to make or lose substantially more than it invested.
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The Fund may invest in derivative instruments for both speculative and hedging purposes.  These investments can be made as a substitute for taking a direct position in the underlying asset or as part of a strategy that is intended to reduce the exposure of the Fund to various risks.  When the Fund invests in financial derivatives, the Fund will comply with the applicable requirements of the Investment Company Act of 1940 and the guidance of no-action letters issued by the Securities and Exchange Commission, including SEC Release 10666 that requires the Fund to segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  The Fund has no specific limit on the amount it invest in derivatives, although practical limits are created by the requirement to segregate assets and hold offsetting positions in connection with such investments.
When used for hedging purposes, increases in the value of the securities the Fund holds or intends to acquire should offset any losses incurred with a derivative.  Purchasing derivatives for purposes other than hedging could expose the Fund to greater risks.
The Fund's ability to hedge securities through derivatives depends on the degree to which price movements in the underlying index or instrument correlate with price movements in the relevant securities.  In the case of poor correlation, the price of the securities the Fund is hedging may not move in the same amount, or even in the same direction as the hedging instrument.  The Sub-Advisor will try to minimize this risk by investing only in those contracts whose behavior it expects to resemble with the portfolio securities it is trying to hedge.  However, if the Fund's prediction of interest and currency rates, market value, volatility, or other economic factors is incorrect, the Fund may lose money, or may not make as much money as it expected.
Derivative prices can diverge from the prices of their underlying instruments, even if the characteristics of the underlying instruments are very similar to the derivative.  Listed below are some of the factors that may cause such a divergence:
·
current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract;
·
a difference between the derivatives and securities markets, including different levels of demand, how the instruments are traded, the imposition of daily price fluctuation limits or trading of an instrument stops; and
·
differences between the derivatives, such as different margin requirements, different liquidity of such markets, and the participation of speculators in such markets.
Derivatives based upon a narrow index of securities may present greater risk than derivatives based on a broad index.  Since narrower indices are made up of a smaller number of securities, they are more susceptible to rapid and extreme price fluctuations because of changes in the value of those securities.
While currency futures and options values are expected to correlate with exchange rates, they may not reflect other factors that affect the value of the investments of the Fund.  A currency hedge, for example, should protect a yen-denominated security from a decline in the yen, but will not protect the Fund against a price decline resulting from deterioration in the issuer's creditworthiness.  Because the value of the Fund's foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency options and futures to the value of the Fund's investments precisely over time.
Before a futures contract or option is exercised or expires, the Fund can terminate it only by entering into a closing purchase or sale transaction.  Moreover, the Fund may close out a futures contract only on the exchange the contract was initially traded.  Although the Fund intends to purchase options and futures only where there appears to be an active market, there is no guarantee that such a liquid market will exist.  If there is no secondary market for the contract, or the market is illiquid, the Fund may not be able to close out a position.  In an illiquid market, the Fund may:
·
have to sell securities to meet its daily margin requirements at a time when it is disadvantageous to do so;
·
have to purchase or sell the instrument underlying the contract;
 
 
14

·
not be able to hedge its investments; and
·
not be able to realize profits or limit its losses.
Derivatives may become illiquid (i.e., difficult to sell at a desired time and price) under a variety of market conditions.  For example:
·
an exchange may suspend or limit trading in a particular derivative instrument, an entire category of derivatives, or all derivatives, which sometimes occurs because of increased market volatility;
·
unusual or unforeseen circumstances may interrupt normal operations of an exchange;
·
the facilities of the exchange may not be adequate to handle current trading volume;
·
equipment failures, government intervention, insolvency of a brokerage firm or clearing house, or other occurrences may disrupt normal trading activity; or
·
investors may lose interest in a particular derivative or category of derivatives.
If the Sub-Advisor incorrectly predicts securities market and interest rate trends, the Fund may lose money by investing in derivatives.  For example, if the Fund were to write a call option based on the Sub-Advisor's expectation that the price of the underlying security would fall, but the price were to rise instead, the Fund could be required to sell the security upon exercise at a price below the current market price.  Similarly, if the Fund were to write a put option based on the Sub-Advisor's expectation that the price of the underlying security would rise, but the price were to fall instead, the Fund could be required to purchase the security upon exercise at a price higher than the current market price.
Because of the low margin deposits required upon the opening of a derivative position, such transactions involve an extremely high degree of leverage.  Consequently, a relatively small price movement in a derivative may result in an immediate and substantial loss (as well as gain) to the Fund and they may lose more than it originally invested in the derivative.
If the price of a futures contract changes adversely, the Fund may have to sell securities at a time when it is disadvantageous to do so to meet its minimum daily margin requirement.  The Fund may lose margin deposits if a broker with whom they have an open futures contract or related option becomes insolvent or declares bankruptcy.
The prices of derivatives are volatile (i.e., they may change rapidly, substantially, and unpredictably) and are influenced by a variety of factors, including:
·
actual and anticipated changes in interest rates;
·
fiscal and monetary policies; and
·
national and international political events.
Most exchanges limit the amount by which the price of a derivative can change during a single trading day.  Daily trading limits establish the maximum amount that the price of a derivative may vary from the settlement price of that derivative at the end of trading on the previous day.  Once the price of a derivative reaches this value, the Fund may not trade that derivative at a price beyond that limit.  The daily limit governs only price movements during a given day and does not limit potential gains or losses.  Derivative prices have occasionally moved to the daily limit for several consecutive trading days, preventing prompt liquidation of the derivative.
Exchange Traded Funds.  The Fund may invest in exchange traded funds ("ETFs").  An ETF is an investment company that holds a portfolio of common stock or bonds designed to track the performance of a securities index or sector of an index.  ETFs are traded on a securities exchange based on their market value.  An investment in an ETF generally presents the same primary risks as an investment in a conventional registered investment company (i.e., one that is not exchange traded).  In addition, all ETFs will have costs and expenses that will be passed on to the Fund and these costs and expenses will in turn increase the Fund's expenses.  ETFs are also subject to the following risks that often do not apply to conventional investment companies: (i) the market price of the ETF's shares may trade at a discount to the ETF's net asset value, and as a result, ETFs may experience more price volatility than other types of portfolio investments and such volatility could negatively impact the Fund's net asset values; (ii) an active trading market for an ETF's shares may not develop or be maintained at a sufficient volume; (iii) trading of an ETF's shares may be halted if the listing exchange deems such action appropriate; and (iv) ETF shares may be delisted from the exchange on which they trade, or "circuit breakers" (which are tied to large decreases in stock prices used by the exchange) may temporarily halt trading in the ETF's stock.  ETFs are also subject to the risks of the underlying securities or sectors that the ETF is designed to track.  Finally, there may be legal limitations and other conditions imposed by rules of the Securities and Exchange Commission on the amount of the ETF shares that the Fund may acquire.
15

Fixed-Income Securities.  The Fund may invest in fixed-income securities directly or indirectly through its investments in shares of ETFs, including government and corporate bonds, money market instruments, high yield securities or "junk bonds" and zero-coupon bonds.  Zero-coupon bonds are purchased at a discount from their face values and accrue interest at the applicable coupon rate over a period of time.  Fixed-income securities purchased by the Fund may consist of obligations of any rating.  Fixed-income securities in the lowest investment grade categories have speculative characteristics, with changes in the economy or other circumstances more likely to lead to a weakened capacity of the bonds to make principal and interest payments than would occur with bonds rated in higher categories.  High yield bonds are typically rated below "Baa" by Moody's Investors Service, Inc.  ("Moody's") or below "BBB" by Standard & Poor's Ratings Group ("S&P") or below investment grade by other recognized rating agencies.  The Fund may invest in unrated securities, but only if, at the time of purchase, the Sub-Advisor believes that they are of comparable quality to rated securities that the Fund may purchase.  The Fund may also invest indirectly in unrated securities through ETFs and other investment companies that invest in unrated securities under certain circumstances.  Such bonds are subject to greater market fluctuations and risk of loss of income and principal than higher rated bonds for a variety of reasons, including:
Sensitivity to Interest Rate and Economic Change.   The economy and interest rates affect high yield securities differently than other securities.  For example, the prices of high yield bonds have been found to be less sensitive to interest rate changes than higher-rated investments, but more sensitive to adverse economic changes or individual corporate developments.  Also, during an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress which would adversely affect their ability to service their principal and interest obligations, to meet projected business goals, and to obtain additional financing.  If the issuer of a bond defaults, an underlying mutual fund may incur additional expenses to seek recovery.  In addition, periods of economic uncertainty and changes can be expected to result in increased volatility or market prices of high yield bonds and the Fund's asset values.
Payment Expectations.   High yield bonds present certain risks based on payment expectations.  For example, high yield bonds may contain redemption and call provisions.  If an issuer exercises these provisions in a declining interest rate market, the Fund or an ETF the Fund invests in would have to replace the security with a lower yielding security, resulting in a decreased return for investors.  Conversely, a high yield bond's value will decrease in a rising interest rate market, as will the value of the Fund's or ETF's assets.  If the Fund or an ETF the Fund invests in experiences unexpected net redemptions, it may be forced to sell its high yield bonds without regard to their investment merits, thereby decreasing the asset base upon which the Fund's or ETF's expenses can be spread and possibly reducing the Fund's or ETF's rate of return.
Liquidity and Valuation.   To the extent that there is no established retail secondary market, there may be thin trading of high yield bonds, and this may impact a fund's ability to accurately value high yield bonds and may hinder a fund's ability to dispose of the bonds.  Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield bonds, especially in a thinly traded market.
Credit Ratings.   Credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield bonds.  Also, because credit rating agencies may fail to timely change the credit ratings to reflect subsequent events, the Fund or an ETF the Fund invests in must monitor the issuers of high yield bonds in their portfolios to determine if the issuers will have sufficient cash flow and profits to meet required principal and interest payments, and to assure the bonds' liquidity so the Fund or an ETF the Fund invests in can meet redemption requests.
High-yield securities are deemed speculative with respect to the issuer's capacity to pay interest and repay principal over a long period of time.  Special tax considerations are associated with investing in high-yield securities structured as zero coupon or "pay-in-kind" securities.  The Fund or an ETF the Fund invests in will report the interest on these securities as income even though it receives no cash interest until the security's maturity or payment date.  The payment of principal and interest on most fixed-income securities purchased by a fund will depend upon the ability of the issuers to meet their obligations.  An issuer's obligations under its fixed-income securities are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any, which may be enacted by federal or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations.  The power or ability of an issuer to meet its obligations for the payment of interest on, and principal of, its fixed-income securities may be materially adversely affected by litigation or other conditions.
16

The ratings of S&P, Moody's and other nationally recognized rating agencies represent their opinions as to the quality of fixed-income securities.  It should be emphasized, however, that ratings are general and are not absolute standards of quality, and fixed-income securities with the same maturity, interest rate, and rating may have different yields while fixed-income securities of the same maturity and interest rate with different ratings may have the same yield.  For a more detailed description of ratings, please see Appendix A.
Forward Commitment and When-Issued Securities.   The Fund may purchase securities on a when-issued basis or for settlement at a future date if the Fund holds sufficient assets to meet the purchase price.  In such purchase transactions, the Fund will not accrue interest on the purchased security until the actual settlement.  Similarly, if a security is sold for a forward date, the Fund will accrue the interest until the settlement of the sale.  When-issued security purchases and forward commitments have a higher degree of risk of price movement before settlement due to the extended time period between the execution and settlement of the purchase or sale.  As a result, the exposure to the counterparty of the purchase or sale is increased.  Although the Fund would generally purchase securities on a forward commitment or when-issued basis with the intention of taking delivery, the Fund may sell such a security prior to the settlement date if the Sub-Advisor feels such action is appropriate.  In such a case, the Fund could incur a short-term gain or loss.
Futures Contracts.  The Fund may enter into futures contracts.  A futures contract is a bilateral agreement   to buy or sell a security (or deliver a cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contracts) for a set price in the future.  Futures contracts are designated by boards of trade that have been designated "contracts markets" by the Commodities Futures Trading Commission (CFTC).  No purchase price is paid or received when the contract is entered into.  Instead, the Fund, upon entering into a futures contract (and to maintain the Fund's open positions in futures contracts), would be required to deposit with its custodian in a segregated account in the name of the futures broker an amount of cash, U.S. government securities, suitable money market instruments, or liquid, high-grade debt securities, known as "initial margin."  The margin required for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract.  Futures contracts are customarily purchased and sold on margin that may range upward from less than 5% of the value of the contract being traded.  By using futures contracts as a risk management technique, given the greater liquidity in the futures market than in the cash market, it may be possible to accomplish certain results more quickly and with lower transaction costs.
If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin.  However, if the value of a position increases because of favorable price changes in the futures contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Fund.  These subsequent payments, called "variation margin," to and from the futures broker, are made on a daily basis as the price of the underlying assets fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as "marking to the market."  The Fund is expected to earn interest income on initial and variation margin deposits.
The Fund will incur brokerage fees when it purchases and sells futures contracts.  Positions taken in the futures markets are not normally held until delivery or cash settlement is required, but are instead liquidated through offsetting transactions that may result in a gain or a loss.  While futures positions taken by the Fund will usually be liquidated in this manner, the Fund may instead make or take delivery of underlying securities whenever it appears economically advantageous for the Fund to do so.  A clearing organization associated with the exchange on which futures are traded assumes responsibility for closing out transactions and guarantees that as between the clearing members of an exchange, the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.
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In addition to the margin restrictions discussed above, transactions in futures contracts may involve the segregation of funds pursuant to requirements imposed by the Securities and Exchange Commission.  Under those requirements, where the Fund has a long position in a futures contract, it may be required to establish a segregated account  (not with a futures commission merchant or broker) containing cash or certain liquid assets equal to the purchase price of the contract (less any margin on deposit).  However, segregation of assets is not required if the Fund "covers" a long position. For a short position in futures or forward contracts held by the Fund, those requirements may mandate the establishment of a segregated account (not with a futures commission merchant or broker) with cash or certain liquid assets that, when added to the amounts deposited as margin, equal the market value of the instruments underlying the futures contracts (but are not less than the price at which the short positions were established).
Illiquid Investments.   The Fund may invest up to 15% of net assets in illiquid securities, which are investments that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the prices at which they are valued.  This restriction is not limited to the time of purchase.  Under the supervision of the Board of Trustees of the Trust (the "Board" or "Trustees"), the Sub-Advisor determines the liquidity of the Fund's investments, and through reports from the Sub-Advisor, the Trustees monitor investments in illiquid instruments.  In determining the liquidity of the Fund's investments, the Sub-Advisor may consider various factors including (i) the frequency of trades and quotations; (ii) the number of dealers and prospective purchasers in the marketplace; (iii) dealer undertakings to make a market; (iv) the nature of the security (including any demand or tender features); and (v) the nature of the marketplace for trades (including the ability to assign or offset the Fund's rights and obligations relating to the investment).  If through a change in values, net assets, or other circumstances, the Fund were in a position where more than 15% of its net assets were invested in illiquid securities, the Fund will take steps to reduce, in an orderly disposition, its holdings of illiquid securities and may dispose of some securities even though it may be disadvantageous from an investment standpoint at that time.  However, the Fund will not dispose of illiquid securities if the Sub-Advisor determines that doing so would not be in the best interests of the Fund.  Investment in illiquid securities poses risks of potential delays in resale and uncertainty in valuation.  Limitations on resale may have an adverse effect on the marketability of portfolio securities and the Fund may be unable to dispose of illiquid securities promptly or at reasonable prices.
Lending of Portfolio Securities.   In order to generate additional income, the Fund may lend portfolio securities in an amount up to 33% of total Fund assets to broker-dealers, major banks, or other recognized domestic institutional borrowers of securities which the Sub-Advisor has determined are creditworthy under guidelines established by the Board of Trustees.  In determining whether the Fund will lend securities, the Sub-Advisor will consider all relevant facts and circumstances.  The Fund may not lend securities to any company affiliated with the Sub-Advisor.  Each loan of securities will be collateralized by cash, securities, or equivalent collateral.  The Fund might experience a loss if the borrower defaults on the loan.
The borrower at all times during the loan must maintain with the Fund cash or cash equivalent collateral.  While the loan is outstanding, the borrower will pay the Fund any interest paid on the loaned securities, and the Fund may invest the cash collateral to earn additional income.  Alternatively, the Fund may receive an agreed-upon amount of interest income from the borrower who has delivered equivalent collateral.  It is anticipated that the Fund may share with the borrower some of the income received on the collateral for the loan or the Fund will be paid a premium for the loan.  Voting rights for loaned securities will typically pass to the borrower, but the Fund will retain the right to call any security in anticipation of a vote that the Advisor deems material to the security on loan.  Loans are subject to termination at the option of the Fund or the borrower at any time.  The Fund may pay reasonable administrative and custodial fees in connection with a loan, and may pay a negotiated portion of the income earned on the cash to the borrower or placing broker.  As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower fail financially.
Securities lending involves counterparty risk, including the risk that the loaned securities may not be returned or returned in a timely manner and/or a loss of rights in the collateral if the borrower or the lending agent defaults or fails financially.  This risk will be increased if a continuation of the current downturn in the economic conditions in the United States and around the world, particularly the recent failures of several major financial services firms, causes further declines in the securities markets and/or causes further financial instability in the borrowers or lending agents.  This risk is increased when the Fund's loans are concentrated with a single or limited number of borrowers.  There are no limits on the number of borrowers the Fund may use, and the Fund may lend securities to only one or a small group of borrowers.  Mutual funds participating in securities lending bear the risk of loss in connection with investments of the cash collateral received from the borrowers, which do not trigger additional collateral requirements from the borrower.
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Liquidity Impact of Margin and Segregation Requirements.  Although the Fund will segregate cash and liquid assets in an amount sufficient to cover its open obligations with respect to written options, short sales, and other derivative instruments as applicable, the segregated assets will be available to the Fund immediately upon closing out the positions, while settlement of securities transactions could take several days. However, because the Fund's cash that may otherwise be invested would be held uninvested or invested in other liquid assets so long as the position remains open, the Fund's return could be diminished due to the opportunity losses of foregoing other potential investments.
Money Market Instruments.   The Fund may invest in money market instruments including U.S. Government obligations or corporate debt obligations (including those subject to repurchase agreements) provided that they are eligible for purchase by the Fund.  Money market instruments also may include Banker's Acceptances and Certificates of Deposit of domestic branches of U.S. banks, Commercial Paper, and Variable Amount Demand Master Notes ("Master Notes").  Banker's Acceptances are time drafts drawn on and "accepted" by a bank.  When a bank "accepts" such a time draft, it assumes liability for its payment.  When the Fund acquires a Banker's Acceptance, the bank that "accepted" the time draft is liable for payment of interest and principal when due.  The Banker's Acceptance carries the full faith and credit of such bank.  A Certificate of Deposit ("CD") is an unsecured, interest bearing debt obligation of a bank.  Commercial Paper is an unsecured, short-term debt obligation of a bank, corporation, or other borrower.  Commercial Paper maturity generally ranges from two to 270 days and is usually sold on a discounted basis rather than as an interest-bearing instrument.  The Fund will invest in Commercial Paper only if it is rated in one of the top two rating categories by Moody's Investors Service, Inc., Standard & Poor's Ratings Services, or Fitch Investors Service, Inc., or if not rated, of equivalent quality in the Sub-Advisor's opinion.  Commercial Paper may include Master Notes of the same quality.  Master Notes are unsecured obligations that are redeemable upon demand of the holder and that permit the investment of fluctuating amounts at varying rates of interest.  Master Notes will be acquired by the Fund only through the Master Note program of the Fund's custodian bank, acting as administrator thereof.  The Sub-Advisor will monitor, on a continuous basis, the earnings power, cash flow, and other liquidity ratios of the issuer of a Master Note held by the Fund.
Options.   The Fund may purchase and write call and put options on securities.  The purchase and writing of options involves certain risks.  During the option period, a call writer that holds the underlying security has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying securities above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline.  The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option.  Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying securities at the exercise price.  If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price or, in the case of a call, remains less than or equal to the exercise price, the Fund will lose its entire investment in the option.  The potential losses from writing call options are theoretically unlimited because the underlying security's price may appreciate indefinitely.  Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.  There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position.  Furthermore, if trading restrictions or suspensions are imposed on the options market, the Fund may be unable to close out a position.
When the Fund invests in options, the Fund will comply with the applicable requirements of the Investment Company Act of 1940 and the guidance of no-action letters issued by the Securities and Exchange Commission, including Investment Company Act Release No. 10666 (Apr. 18, 1979) , that require the Fund to segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  The Fund may write a call or put option only if the option is "covered" by holding a position in the underlying securities or by other means which would permit immediate satisfaction of the Fund's obligation as writer of the option.  A written call option creates a potential obligation to sell the underlying security.  In order to make sure that this obligation can be met, the Fund could (i) hold the security underlying the written option; (ii) hold an offsetting call option (one with a strike price that is the same or lower than the strike price of the written option); or (iii) segregate cash and liquid securities (which can be cash, U.S. Government securities, and other liquid debt or equity securities) that when added to collateral on deposit equals the market value of the underlying security.  A written put option creates a potential obligation to buy the underlying security.  In order to make sure that this obligation can be met, the Fund could (i) sell short the underlying security at the same or higher price than the strike price of the written put option; (ii) hold an offsetting put option (one with a strike price that is the same or higher than the strike price of the written option); or (iii) segregate cash and liquid securities that when added to collateral on deposit equals the strike price of the option.
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Short Sales.   The Fund may sell securities short.  A short sale is a transaction in which the Fund sells a security it does not own or have the right to acquire (or that it owns but does not wish to deliver) in anticipation that the market price of that security will decline.  When the Fund makes a short sale, the broker-dealer through which the short sale is made must borrow the security sold short and deliver it to the party purchasing the security.  The Fund is required to make a margin deposit in connection with such short sales; the Fund may have to pay a fee to borrow particular securities and will often be obligated to pay over any dividends and accrued interest on borrowed securities.
If the price of the security sold short increases between the time of the short sale and the time the Fund covers the short position, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain.  Any gain will be decreased, and any loss increased, by the transaction costs described above.  The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
If the Fund does sell "short", the Fund will comply with current guidance from the staff of the Securities and Exchange Commission regarding asset coverage requirements, including Investment Company Act Release No. 10666 (Apr. 18, 1979) 18, 1979)   that require the Fund to segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss..  In particular, the Fund will take measures to ensure its obligation to purchase the security in the future will be met, including (i) holding the security sold short; (ii) holding an offsetting call option (one with a strike price that is the same or lower than the price at which the security was sold short); or (iii) segregating liquid assets (which can be cash, U.S. Government securities, and other liquid debt or equity securities) on the Fund's books or in a segregated account at the Fund's custodian in an amount sufficient to cover the current value of the securities to be replaced as well as any dividends, interest, and transaction costs due to the broker-dealer lender.  In determining the amount to be segregated, any securities that have been sold short by the Fund will be marked to market daily.  To the extent the market price of the securities sold short increases and more assets are required to meet the Fund's short sale obligations, additional assets will be segregated to ensure adequate coverage of the Fund's short position obligations.  If the Fund does not have the assets to cover a short sale, then the Fund's potential losses on the short will be unlimited because the security's price may appreciate indefinitely.
Swaps.   The Fund may invest in swap agreements.  A swap is an agreement between two parties (known as counterparties) where one stream of payments is exchanged for another.  The parties agree to exchange to exchange payments at specified dates (periodic payment dates) on the basis of a specified amount (the notional value of the agreement) with the payments calculated with reference to a specified asset, reference rate, or index.  Swaps allow for a wide variety of transactions. For example, fixed rate payments may be exchanged for floating rate payments; U.S. dollar-denominated payments may be exchanged for payments denominated in a different currency; and payments tied to the price of one asset, reference rate, or index may be exchanged for payments tied to the price of another asset, reference rate, or index.  For purposes of calculating the NAV, the Fund will price swaps at their market value based on prices supplied by an independent pricing service, if available, or quotations obtained from broker-dealers.
The Fund may use swaps for both speculative and hedging purposes.  Swaps can be used as part of a strategy that is intended to reduce the Fund's exposure to various risks or as a substitute for taking a direct position in the underlying asset.  The Fund may use swaps to limit or manage exposure to fluctuations in interest rates, currency exchange rates, or potential defaults by credit issuers.  The Fund may also attempt to enhance returns by investing in total return swaps.  A total return swap provides the Fund with a return based on the performance of an underlying asset, in exchange for fee payments to a counterparty based on a specific rate.  If the underlying asset declines in value over the term of the swap, the Fund would be required to pay the dollar value of that decline to the counterparty.  For example, the Fund may agree to pay a counterparty the total return earned or realized on the notional amount of a particular stock and any dividends declared with respect to that stock. In return, the Fund would make payments based on the notional amount calculated at the specified rate and would be required to pay amounts resulting from a decline in the value of the stock.
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Most swaps provide that when the periodic payment dates for both parties are the same, payments are netted, and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, the Fund's current obligations (or rights) under a swap will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by the Fund and the counterparty. During the term of a swap, the Fund is usually required to pledge to the counterparty, from time to time, an amount of cash or other assets equal to the total net amount (if any) that would be payable by the Fund to the counterparty if the swap were terminated on the date in question, including any early termination payments.
Since a swaps transaction can result in a loss greater than the amount invested, the Fund will comply with guidance from the staff of the Securities and Exchange Commission regarding asset coverage requirements, including Investment Company Act Release No. 10666 (Apr. 18, 1979), that require the Fund to segregate assets or otherwise "cover" its positions in a manner that limits the Fund's risk of loss.  In particular, the Fund will ensure that its potential obligations with respect to the swap will be met by segregating liquid assets (which can be cash, U.S. Government securities, and other liquid debt or equity securities) on the Fund's books or in a segregated account at the Fund's custodian.  For swaps that call for periodic netting between the Fund and its counterparty, the segregated amount is the net amount due under the contract, as determined daily on a mark-to-market basis. For other kinds of swaps, the segregated amount is the notional value of the contract.
The use of swaps subjects the Fund to the risk of default by the counterparty.  A loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. If there is a default by the counterparty to such a transaction, there may be contractual remedies pursuant to the agreements related to the transaction, although bankruptcy and insolvency laws could affect the Fund's rights as a creditor.   Additionally, the use of credit default swaps can result in losses if the Advisor does not correctly evaluate the creditworthiness of the issuer on which the credit default swap is based.
Because swaps are two-party contracts, they may subject the Fund to liquidity risk. If a swap is particularly large or if the relevant market is illiquid, the Fund may not be able to establish or liquidate a position at an advantageous time or price, which may result in significant losses. Participants in the swap markets are not required to make continuous markets in the swaps they trade. Participants could refuse to quote prices for swaps or quote prices with an unusually wide spread between the price at which they are prepared to buy and the price at which they are prepared to sell.
Swaps are highly specialized instruments, and their use involves investment techniques and risks different from those associated with other traditional investments. The use of swaps requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions.  Whether the Fund will be successful in using swaps to achieve its investment goals depends on the ability of the Advisor to correctly forecast future market trends or the values of assets, reference rates, indexes, or other economic factors when establishing swap positions.
Restricted Securities.   Within its limitation on investment in illiquid securities, the Fund may purchase restricted securities that generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the federal securities laws, or in a registered public offering.  Where registration is required, the Fund may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time the Fund may be permitted to sell a security under an effective registration statement.  If during such a period adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to seek registration of the security.  Restricted securities that can be offered and sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933 and are determined to be liquid under guidelines adopted by and subject to the supervision of the Trustees are not subject to the limitations on illiquid securities.
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Risks related to Other Equity Securities.  In addition to common stocks, the equity securities in the Funds' portfolio may include preferred stocks, convertible preferred stocks, convertible bonds, and warrants.  The value of these equity securities may fluctuate in response to many factors, including the activities of the issuer, general market and economic conditions, interest rates, and specific industry changes.  Such price fluctuations subject the Funds to potential losses.  In addition, regardless of any one company's particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Funds.  Convertible securities entitle the holder to receive interest payments or a dividend preference until the security matures or is redeemed, or the conversion privilege is exercised.  As a result of the conversion feature, the interest rate or dividend preference on a convertible security is generally less than would be the case if the securities were issued in non-convertible form.  Warrants entitle the holder to purchase equity securities at specific prices for a certain period of time.  The prices do not necessarily move parallel to the prices of the underlying securities and the warrants have no voting rights, receive no dividends, and have no rights with respect to the assets of the issuer.
Portfolio Turnover.   Portfolio turnover is a ratio that indicates how often the securities in a mutual fund's portfolio change during a year's time.  Higher numbers indicate a greater number of changes, and lower numbers indicate a smaller number of changes.  The Fund may sell portfolio securities without regard to the length of time they have been held in order to take advantage of new investment opportunities or changing market conditions.  Since portfolio turnover may involve paying brokerage commissions and other transaction costs, there could be additional expenses for the Fund.  High rates of portfolio turnover could lower performance of the Fund due to increased costs and may also result in the realization of capital gains.  If the Fund realizes capital gains when they sell portfolio investments, they must generally distribute those gains to shareholders, increasing their taxable distributions.  Under normal circumstances, the anticipated portfolio turnover rate for the Fund is expected to be less than 100%.
Private Investment Funds.  From time to time, the Funds  may invest a portion of its assets in one or more pooled investment vehicles that are not registered as an investment company under the Investment Company Act of 1940, and where the securities of such vehicles are offered pursuant to one or more exemptions from the Securities Act of 1933 (each a "Private Investment Fund" and collectively, the "Private Investment Funds").  The Fund may invest in a wide range of Private Investment Funds, including Private Investment Funds organized and operated outside of the United States and those that hold themselves out or otherwise operate as hedge funds.  The investment objective and strategy of any Private Investment Fund in which the Fund invests will be consistent with the investment objective and permitted investments of the Fund, as determined by the Advisor.
Private Investment Funds typically accept investments on a continuous basis, have quarterly repurchases, and do not have a defined termination date.  The Private Investment Funds may utilize leverage, pursuant to their operative documents, as a way to seek or enhance returns. Dependent upon the investment strategy, geographic focus and/or other economic or property specific factors, each Private Investment Fund will have differing limitations on the utilization of leverage.  Such limitations are Private Investment Fund specific and may apply to an overall portfolio limitation as well as an investment specific limitation.
Lack of Control Over Private Investment Funds.   Although the Fund and the Advisor will evaluate regularly each Private Investment Fund and its manager to determine whether their investment programs are consistent with the Fund's investment objectives and whether the investment performance is satisfactory, the Advisor will not have any control over the investments made by any Private Investment Fund.  Even though Private Investment Funds are subject to certain constraints, the managers may change aspects of their investment strategies.  The managers may do so at any time (for example, such change may occur immediately after providing the Advisor with the quarterly unaudited financial information for the Private Investment Fund).  The Advisor may reallocate the Fund's investments among the Private Investment Funds, but the Advisor's ability to do so may be constrained by the withdrawal limitations imposed by the Private Investment Funds. The Fund's investments in certain Private Investment Funds may be subject to lock-up periods, during which the Fund may not withdraw its investment.  These withdrawal limitations may prevent the Fund from reacting rapidly to market changes should a Private Investment Fund fail to effect portfolio changes consistent with such market changes and the demands of the Advisor. Such withdrawal limitations may also restrict the Advisor's ability to terminate investments in Private Investment Funds that are poorly performing or have otherwise had adverse changes. The Advisor will engage in the necessary due diligence to ensure that the Fund's assets are invested in Private Investment Funds which provide reports that will enable them to monitor the Fund's investments as to their overall performance, sources of income, asset valuations and liabilities, however, there is no assurance that such efforts will necessarily detect fraud, malfeasance, inadequate back office systems or other flaws or problems with respect to the operations and activities of the Private Investment Funds.  The Advisor will be dependent on information provided by the Private Investment Fund, including quarterly unaudited financial statements, which if inaccurate could adversely affect the Advisor's ability to manage the Fund's investment portfolio in accordance with its investment objectives.  To the extent the Fund holds non-voting securities of, or contractually foregoes the right to vote in respect of, any Private Investment Fund (which it intends to do in order to avoid being considered an "affiliate" of any Private Investment Fund within the meaning of the Investment Company Act of 1940), it will not be able to vote on matters that require the approval of the investors of the Private Investment Fund, including a matter that could adversely affect the Fund's investment, including changes to the Private Investment Fund's investment objectives or policies or the termination of the Investment Fund.
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Multiple Layers of Expenses.   By investing in the Private Investment Funds indirectly through the Fund, a shareholder bears two layers of asset- based fees and expenses—at the Fund level and the Private Investment Fund level. In the aggregate, these fees might exceed the fees that would typically be incurred by a direct investment with a single Private Investment Fund. The Fund may also invest in Private Investment Funds that invest in other investment vehicles, thereby subjecting the Fund, and Fund shareholders, to an additional level of fees.  In the aggregate, these fees and expenses could be substantial and adversely affect the value of any investment in the Fund.
Purchases of Non-Voting Securities.   In all or substantially all instances, the Fund expects to purchase a class of non-voting securities or enter into a contract, typically before the initial purchase, to relinquish the right to vote in respect of its investments in Private Investment Funds.  For any Private Investment Fund where the Fund would be unable to do either of the foregoing (and the Fund does not anticipate that it would not be able to do so), it intends to limit its holdings of the relevant Private Investment Fund to less than 10% of the Private Investment Fund's voting securities.  Where a separate non-voting security class is not otherwise available, the Fund would seek to create by contract the same result as owning a non-voting security class: namely, a security that affords the Fund, and each subsequent holder, no legal right to vote. This result would be accomplished through a written agreement between the Fund and the Private Investment Fund where the Fund irrevocably foregoes the right to vote, and does so in a manner that legally binds both the Fund and all subsequent holders. The agreement would grant the Private Investment Fund the right to enjoin any holder from voting. The agreement also will include a statement of the parties' intention that the agreement should be interpreted broadly to effect the parties' desire that the Fund's interest be identical to that of a separate non-voting class. In each instance, the Advisor will determine if the Fund will waive the Fund's voting rights. When it does so, the Advisor will consider only the interests of the Fund and not the interests of the Advisor or those of the Advisor's other clients. The waiver arrangement should benefit the Fund, as it will enable the Fund to invest in more interests of a Private Investment Fund that the Advisor believes is desirable, than the Fund would be able to if it were deemed to be an "affiliate" of the Private Investment Fund within the meaning of the Investment Company Act of 1940. The Advisor believes that the use of this waiver arrangement will not affect the ability of other clients of the Advisor to invest in the same Private Investment Funds.
Private Investment Funds Will Neither Be Subject to the Investment Company Act of 1940 Nor Will They Be Publicly Traded.   The Private Investment Funds will not be registered as investment companies under the Investment Company Act of 1940 and, therefore, the Fund will not be able to avail itself of the protections of the Investment Company Act of 1940 with respect to the Private Investment Funds, including certain corporate governance protections, such as the requirement of having a majority or 50% of the directors serving on a board as independent directors, statutory protections against self-dealings by the managers of the Private Investment Funds, and leverage limitations. Furthermore, some of the managers of the Private Investment Funds may not be registered under the Investment Advisers Act of 1940.
Valuation of Investments in Private Investment Funds.  The net asset values received by the Fund from any Private Investment Fund typically are only estimates.  In addition, certain securities and properties in which a Private Investment Fund may invest may not have a readily ascertainable market price. Such securities and properties will be valued by the managers or administrators of such Private Investment Funds, which valuation will be conclusive with respect to the Fund, even though such managers may face a conflict of interest in valuing such securities because the value thereof will affect their compensation.  The Fund may rely on estimates of the value of these investments when calculating its NAV. The Fund may suspend the calculation of its NAV under certain conditions.
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While the valuation of the Fund's publicly-traded securities are more readily ascertainable, the Fund's ownership interest in Private Investments Funds are not publicly traded and the Fund may depend on the manager to a Private Investment Fund to provide a valuation of the Fund's investment. Moreover, the valuation of the Fund's investment in a Private Investment Fund, as provided by the manager of any such fund as of a specific date, may vary from the fair value of the investment that may be obtained if such investment were sold to a third party. Shareholders should recognize that valuations of illiquid assets, including interests in Private Investment Funds, involve various judgments and consideration of factors that may be subjective. As a result, the NAV of the Fund, as determined based on the fair value of its investments in Private Investment Funds, may vary from the amount the Fund would realize on the withdrawal of its investments from the Private Investment Funds. This could adversely affect shareholders. The Advisor will attempt to resolve any conflicts between valuations assigned by a manager to a Private Investment Fund and fair value as determined by the Advisor by seeking information from the manager of such Private Investment Fund and reviewing all relevant available information. Such review may result in a determination to change the fair value of the Fund's investment.
The managers of the Private Investment Funds in which the Fund may invest may use proprietary investment strategies that are not fully disclosed to the Advisor, which may involve risks under some market conditions that are not anticipated by the Advisor.  The investment strategies and styles used by any such manager are subject to change without notice.  For information about the value of the Fund's investment in Private Investment Funds, the Advisor will be dependent on information provided by the Private Investment Funds, including quarterly unaudited financial statements, which if inaccurate could adversely affect the Advisor's ability to value accurately the Fund's Shares. Shareholders in the Fund have no individual right to receive information about the Private Investment Funds, will not be shareholders in the Private Investment Funds and will have no rights with respect to or standing or recourse against the Private Investment Funds or any of their affiliated persons.
Investment Companies.   The Funds may invest in securities of other investment companies, including, without limitation, money market funds, open-end mutual funds, and closed-end funds.  The Funds' investments in such securities involve certain additional expenses and certain tax results, which would not be present in a direct investment in the underlying fund. Due to legal limitations, the Funds will be prevented from: (i) purchasing more than 3% of an investment company's outstanding shares; (ii) investing more than 5% of a Funds' assets in any single such investment company, and (iii) investing more than 10% of a Funds' assets in investment companies overall;  unless: (a) the underlying investment company and/or the applicable Fund has received an order for exemptive relief from such limitations from the Securities and Exchange Commission; and (b) the underlying investment company and the Fund take appropriate steps to comply with any conditions in such order.  In the alternative, the Funds may rely on Section 12(d)(1)(F) of the Investment Company Act of 1940, which allows unaffiliated mutual funds to exceed the 5% limitation and the 10% limitation, provided that the offering price of the Fund does not include a sales load greater than 1.5%.  The foregoing notwithstanding, the Funds, in reliance on Rule 12d1-3 under the Investment Company Act of 1940, may impose a sales charge in excess of 1.5% where the aggregate sales loads any investor pays (i.e., the combined distribution expenses of both the acquiring fund and the acquired fund) does not exceed the limits on sales loads established by the Financial Industry Regulatory Authority pursuant to NASD Rule 2830(d)(3).  Also, in the event that there is a proxy vote with respect to shares of another investment company purchased and held by the Funds under Section 12(d)(1)(F), then the Funds will either (i) vote such shares in the same proportion as the vote of all other holders of such securities; or (ii) contact its shareholders for instructions regarding how to vote the proxy.  Investments by the Funds in other investment companies entail a number of risks unique to a fund of funds structure.  These risks include the following:
Multiple Layers of Fees.   By investing in other investment companies indirectly through the Funds, prospective investors will directly bear the fees and expenses of the Funds' Advisor and indirectly bear the fees and expenses of other investment companies and other investment companies' managers as well.  As such, this multiple or duplicative layer of fees will increase the cost of investments in the Fund.
Lack of Transparency.   The Sub-Advisor will not be able to monitor the investment activities of the other investment companies on a continuous basis and the other investment companies may use investment strategies that differ from its past practices and are not fully disclosed to the Sub-Advisor and that involve risks that are not anticipated by the Sub-Advisor.  The Fund has no control over the risks taken by the underlying investment companies in which they invest.
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Valuation of Investment Companies.   Although the Sub-Advisor will attempt to review the valuation procedures used by other investment companies' managers, the Sub-Advisor will have little or no means of independently verifying valuations of the Fund's investments in investment companies and valuations of the underlying securities held by other investment companies.  As such, the Sub-Advisor will rely significantly on valuations of other investment companies and the securities underlying other investment companies that are reported by other investment companies' managers.  In the event that such valuations prove to be inaccurate, the NAV of the Fund could be adversely impacted and an investor could incur a loss of investment in the Fund.
Illiquidity of Investments By and In Other Investment Companies.   Other investment companies may invest in securities that are not registered, are subject to legal or other restrictions on transfer, or for which no liquid market exists.  The market prices, if any, for such securities tend to be volatile and restricted securities may sell at prices that are lower than similar securities that are not subject to legal restrictions on resale.  Further, the Fund may not be able to redeem their interests in other investment companies' securities that it has purchased in a timely manner.  If adverse market conditions were to develop during any period in which the Fund is unable to redeem interests in other investment companies, the Fund may suffer losses as a result of this illiquidity.  As such, the lack of liquidity and volatility of restricted securities held by other investment companies could adversely affect the value of the other investment companies.  Any such losses could adversely affect the value of the Fund's investments and an investor could incur a loss of investment in the Fund.
Lack of Control.   Although the Fund and the Sub-Advisor will evaluate regularly other investment companies to determine whether their investment programs are consistent with the Fund's investment objective, the Sub-Advisor will not have any control over the investments made by other investment companies.  Even though other investment companies are subject to certain constraints, the investment advisor to each such investment company may change aspects of their investment strategies at any time.  The Sub-Advisor will not have the ability to control or influence the composition of the investment portfolio of other investment companies.
Lack of Diversification.   There is no requirement that the underlying investments held by other investment companies be diversified.  As such, other investment companies' managers may target or concentrate other investment companies' investments in specific markets, sectors, or types of securities.  As a result, investments made by other investment companies are subject to greater volatility as a result of this concentration than if the other investment companies had non-concentrated and diversified portfolios of investments.  Thus, the Fund's portfolios (and by extension the value of an investment in the Fund) may therefore be subject to greater risk than the portfolio of a similar fund with investments in diversified investment companies.
Use of Leverage.   The other investment companies may utilize leverage (i.e., borrowing) to acquire their underlying portfolio investments.  When other investment companies borrow money or otherwise leverage their portfolio of investments, doing so may exaggerate changes in the net asset value of the shares of the other investment companies and in the return on the other investment companies' investments.  Borrowing will also cost other investment companies interest expense and other fees.  As such, the value of the Fund's investments in other investment companies may be more volatile and all other risks (including the risk of loss of an investment in other investment companies) tend to be compounded or magnified.  As a result, any losses suffered by other investment companies as a result of their use of leverage could adversely affect the value of the Fund's investments and an investor could incur a loss of investment in the Fund.
Illiquid Investments.   The Funds may hold up to 15% of net assets in illiquid securities, which are investments that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the prices at which they are valued.  This restriction is not limited to the time of purchase.  Under the supervision of the Board of Trustees of the Trust (the "Board" or "Trustees"), the Advisor determines the liquidity of the Funds' investments, and through reports from the Advisor, the Trustees monitor investments in illiquid instruments.  In determining the liquidity of the Funds' investments, the Advisor may consider various factors including (i) the frequency of trades and quotations; (ii) the number of dealers and prospective purchasers in the marketplace; (iii) dealer undertakings to make a market; (iv) the nature of the security (including any demand or tender features); and (v) the nature of the marketplace for trades (including the ability to assign or offset the Funds' rights and obligations relating to the investment).  If through a change in values, net assets, or other circumstances, a Fund were in a position where more than 15% of its net assets were invested in illiquid securities, the Fund will take steps to reduce, in an orderly fashion, its holdings of illiquid securities and may dispose of some securities even though it may be disadvantageous from an investment standpoint at that time.  However, the Fund will not dispose of illiquid securities if the Advisor or Sub-Advisor determines that doing so would not be in the best interests of the Fund.  Investment in illiquid securities poses risks of potential delays in resale and uncertainty in valuation.  Limitations on resale may have an adverse effect on the marketability of portfolio securities and the Funds may be unable to dispose of illiquid securities promptly or at reasonable prices.
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Restricted Securities.   Within its limitation on investment in illiquid securities, the Funds may purchase restricted securities that generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the federal securities laws, or in a registered public offering.  Where registration is required, the Funds may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time the Funds may be permitted to sell a security under an effective registration statement.  If during such a period adverse market conditions were to develop, the Funds might obtain a less favorable price than prevailed when it decided to seek registration of the security.  Restricted securities that can be offered and sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933 and are determined to be liquid under guidelines adopted by and subject to the supervision of the Trustees are not subject to the limitations on illiquid securities.
Forward Commitment and When-Issued Securities.   The investment companies in which the Funds invest may purchase securities on a when-issued basis or for settlement at a future date if they hold sufficient assets to meet the purchase price.  In such purchase transactions, the investment company will not accrue interest on the purchased security until the actual settlement.  Similarly, if a security is sold for a forward date, the investment company will accrue the interest until the settlement of the sale.  When-issued security purchases and forward commitments have a higher degree of risk of price movement before settlement due to the extended time period between the execution and settlement of the purchase or sale.  As a result, the exposure to the counterparty of the purchase or sale is increased.  Although investors generally purchase securities on a forward commitment or when-issued basis with the intention of taking delivery, they may sell such a security prior to the settlement date if such action is believed to be appropriate.  In such a case, an investor could incur a short-term gain or loss.
Repurchase Agreements.   A repurchase transaction occurs when an investor purchases a security (normally a U.S. Treasury obligation), and it then resells it to the vendor (normally a member bank of the Federal Reserve or a registered government securities dealer) and is required to deliver the security (and/or securities substituted for them under the repurchase agreement) to the vendor on an agreed upon date in the future.  The repurchase price exceeds the purchase price by an amount which reflects an agreed upon market interest rate effective for the period of time during which the repurchase agreement is in effect.  Delivery pursuant to the resale normally will occur within one to seven days of the purchase.  Repurchase agreements are considered "loans" under the Investment Company Act of 1940, collateralized by the underlying security.  The Trust has implemented procedures to monitor on a continuous basis the value of the collateral serving as security for repurchase obligations.  The Advisor will consider the creditworthiness of the vendor.  If the vendor fails to pay the agreed upon resale price on the delivery date, the Funds will retain or attempt to dispose of the collateral.  The Funds' risk is that such default may include any decline in value of the collateral to an amount which is less than 100% of the repurchase price, any costs of disposing of such collateral, and any loss resulting from any delay in foreclosing on the collateral.  Repurchase agreements that do not provide for payment within seven days will be treated as illiquid securities.  The Funds will not invest in reverse repurchase agreements.
Lending of Portfolio Securities.   In order to generate additional income, the Funds may lend portfolio securities in an amount up to 33% of total Fund assets to broker-dealers, major banks, or other recognized domestic institutional borrowers of securities which the Advisor has determined are creditworthy under guidelines established by the Board of Trustees.  In determining whether the Funds will lend securities, the Advisor will consider all relevant facts and circumstances.  The Funds may not lend securities to any company affiliated with the Advisor.  Each loan of securities will be collateralized by cash, securities, or equivalent collateral.  The Funds might experience a loss if the borrower defaults on the loan.
The borrower at all times during the loan must maintain with the Funds cash or cash equivalent collateral.  While the loan is outstanding, the borrower will pay the Funds any interest paid on the loaned securities, and the Funds may invest the cash collateral to earn additional income.  Alternatively, the Funds may receive an agreed-upon amount of interest income from the borrower who has delivered equivalent collateral.  It is anticipated that the Funds may share with the borrower some of the income received on the collateral for the loan or the Funds will be paid a premium for the loan.  Voting rights for loaned securities will typically pass to the borrower, but the Funds will retain the right to call any security in anticipation of a vote that the Advisor deems material to the security on loan.  Loans are subject to termination at the option of the Funds or the borrower at any time.  The Funds may pay reasonable administrative and custodial fees in connection with a loan, and may pay a negotiated portion of the income earned on the cash to the borrower or placing broker.  As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower fail financially.
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Securities lending involves counterparty risk, including the risk that the loaned securities may not be returned or returned in a timely manner and/or a loss of rights in the collateral if the borrower or the lending agent defaults or fails financially. This risk will be increased if a continuation of the current downturn in the economic conditions in the United States and around the world, particularly the recent failures of several major financial services firms, causes further declines in the securities markets and/or causes further financial instability in the borrowers or lending agents.  This risk is increased when the Funds' loans are concentrated with a single or limited number of borrowers. There are no limits on the number of borrowers the Funds may use, and the Funds may lend securities to only one or a small group of borrowers.  Mutual Funds participating in securities lending bear the risk of loss in connection with investments of the cash collateral received from the borrowers, which do not trigger additional collateral requirements from the borrower.
Borrowing.   The Funds may borrow money for investment purposes, which is a form of leveraging.  Leveraging investments, by purchasing securities with borrowed money, is a speculative technique that increases investment risk while increasing investment opportunity.  Such borrowing may make the Funds' NAV more volatile than funds that do not borrow for investment purposes because leverage magnifies changes in the Funds' NAV and on the Funds' investments.  Although the principal of borrowings will be fixed, the Funds' assets may change in value during the time the borrowing is outstanding.  Leverage also creates interest expenses for the Funds.  To the extent the income derived from securities purchased with borrowed funds exceeds the interest the Funds will have to pay, the Funds' net income will be greater than it would be if leverage were not used.  Conversely, if the income from the assets obtained with borrowed funds is not sufficient to cover the cost of leveraging, the net income of the Funds will be less than it would be if leverage were not used, and therefore the amount available for distribution to shareholders as dividends will be reduced.  The use of derivatives in connection with leverage creates the potential for significant loss.  Each Fund does not intend to use leverage in excess of 5% of total assets and will not make additional investments when outstanding borrowings exceed 5% of the Fund's total assets.  Any leveraging will comply with the applicable requirements of the Investment Company Act of 1940 and the guidance of no-action letters issued by the Securities and Exchange Commission, including Investment Company Act Release No. 10666 (Apr. 18, 1979).
The Funds may also borrow money to meet redemptions or for other emergency purposes.  Such borrowings may be on a secured or unsecured basis at fixed or variable rates of interest.  The Investment Company Act of 1940 requires the Funds to maintain continuous asset coverage of not less than 300% with respect to all borrowings.  If such asset coverage should decline to less than 300% due to market fluctuations or other reasons, the Funds may be required to dispose of some portfolio holdings within three days in order to reduce the Funds' debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to dispose of assets at that time.  The Funds also may be required to maintain minimum average balances in connection with such borrowing or to pay a commitment or other fee to maintain a line of credit.  Either of these requirements would increase the cost of borrowing over the stated interest rate.
Temporary Defensive Positions.   The Funds may, from time to time, take temporary defensive positions that are inconsistent with the Funds' principal investment strategies in an attempt to respond to adverse market, economic, political, or other conditions.  During such an unusual set of circumstances, the Funds may hold up to 100% of their portfolios in cash or cash equivalent positions (e.g., money market securities, U.S. Government securities, and/or similar securities).  When the Funds take a temporary defensive position, the Funds may not be able to achieve their investment objectives.
U.S. Government Securities.   The Fund may invest in U.S. Government securities, defined to be (i) U.S. Treasury notes, U.S. Treasury bonds, U.S. Treasury bills, and other U.S. Government obligations; (ii) obligations of the Government National Mortgage Association (GNMA) and other U.S. Government sponsored entities that are guaranteed by the U.S. Government; and (iii) obligations of the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal Housing Administration (FHA), Federal Farm Credit Bank (FFCB), Federal Home Loan Bank (FHLB), Student Loan Marketing Association (SLMA), The Tennessee Valley Authority (TVA) and other U.S. Government authorities, agencies, and instrumentalities.  While obligations of some U.S. Government sponsored entities are supported by the full faith and credit of the U.S. Government (e.g. GNMA), others are not.  No assurance can be given that the U.S. Government will provide financial support to U.S. Government agencies or instrumentalities in the future since it is not obligated to do so by law.  The guarantee of the U.S. Government does not extend to the yield or value of the Fund's shares.
27

INVESTMENT LIMITATIONS
 
Each Fund has adopted the following investment limitations, which cannot be changed without approval by holders of a majority of the outstanding voting shares of the Fund.  A "majority" for this purpose means the lesser of (i) 67% of a Fund's outstanding shares represented in person or by proxy at a meeting at which more than 50% of its outstanding shares are represented; or (ii) more than 50% of its outstanding shares.
Fundamental Restrictions.   As a matter of fundamental policy, each Fund may not:
(1) Issue senior securities, except as permitted by the Investment Company Act of 1940;
(2) Borrow money, except to the extent permitted under the Investment Company Act of 1940 (including, without limitation, borrowing to meet redemptions).  For purposes of this investment restriction, the entry into options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices shall not constitute borrowing;
(3) Pledge, mortgage, or hypothecate its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the deposit of assets in escrow in connection with writing covered put and call options and the purchase of securities on a when-issued or forward commitment basis and collateral and initial or variation margin arrangements with respect to options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices;
(4) Act as an underwriter except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter under certain federal securities laws;
(5) Purchase or sell real estate or direct interests in real estate; provided, however, that the Fund may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate (including, without limitation, investments in REITs, mortgage-backed securities, and privately-held real estate funds);
(6) Invest in commodities, except that the Fund may purchase and sell options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices;
(7) Make investments for the purpose of exercising control or management over a portfolio company;
(8) Make loans, provided that the Fund may lend its portfolio securities in an amount up to 33% of total Fund assets, and provided further that, for purposes of this restriction, investment in U.S. Government obligations, short-term commercial paper, certificates of deposit, bankers' acceptances, and repurchase agreements shall not be deemed to be the making of a loan;
(9) With respect to 75% of its total assets, the Fund may not: (i) purchase 10% or more of the outstanding voting securities of any one issuer; or (ii) purchase securities of any issuer if, as a result, 5% or more of the Fund's total assets would be invested in that issuer's securities.  This limitation does not apply to investments in (i) cash and cash items; (ii) securities of other registered investment companies; and (iii) obligations of the United States Government, its agencies, or instrumentalities; or
(10) Each Fund will not concentrate its investments. Each Fund's concentration policy limits the aggregate value of holdings of a single industry or group of industries (except U.S. Government and cash items) to less than 25% of each Fund's total assets.
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Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The Investment Company Act of 1940 generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligations.
The Funds are allowed to pledge, mortgage, or hypothecate assets up to the amounts allowable under the Investment Company Act of 1940, which presently allows an investment company to borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 33 1/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets).
The Funds will not make additional investments in securities when outstanding borrowings exceed 5% of the Fund's total assets.
For purposes of the Fund's concentration policy, investments in other investment companies are not considered an investment in any particular industry or group of industries.  The Fund will not be concentrated in securities of issuers of a particular industry or group of industries if the portfolio securities of the other investment companies in which the Fund invests were deemed to be owned directly by the Fund rather than such other investment companies.  In determining the exposure of each Fund to a particular industry for purposes of the fundamental investment restriction on concentration, the Funds currently use Standard & Poor's Global Industry Classification Standard (GICS) in order to classify industries.
With respect to Funds with an 80% investment requirement pursuant to Rule 35d-1 under the Investment Company Act, other investment companies in which a Fund invests for purposes of compliance with the 80% investment requirement must also have a similar 80% investment requirement.  Accordingly, an investment company in which the Cavalier Global Opportunities Fund, Cavalier Traditional Fixed Income Fund, and Cavalier Tax Advantaged Fund invest for purposes of compliance with the 80% investment requirement must invest at least 80% of such investment company's net assets, plus borrowings for investment purposes, in equity securities, fixed income securities, and municipal bonds, respectively.   In addition, the Funds will invest so that they will not violate the 80% investment requirement if the portfolio securities of the other investment companies in which the Fund invests were deemed to be owned directly by the Fund rather than such other investment companies.
With respect to the fundamental investment restrictions above (other than those involving senior securities and borrowings), if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction (i.e., percentage limitations are determined at the time of purchase).
With respect to the Funds that principally invest in unaffiliated investment companies, neither the Funds nor the Advisor will have control or influence over the activities of the unaffiliated investment companies.  While other investment companies are subject to certain constraints of the Investment Company Act of 1940, the investment limitations of the other investment companies in which the Fund invests may differ from those of the Fund.
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PORTFOLIO TRANSACTIONS
Subject to the general supervision of the Trustees, the Advisor is responsible for, makes decisions with respect to, and places orders for all purchases and sales of portfolio securities for the Funds.  The Advisor shall manage the Funds' portfolios in accordance with the terms of the Investment Advisory Agreement by and between the Advisor and the Trust on behalf of the Funds, which is described in detail under "Management and Other Service Providers – Investment Advisor."  The Advisor serves as investment advisor for a number of client accounts, including the Funds.  Investment decisions for each Fund are made independently from those for any other series of the Trust, if any, and for any other investment companies and accounts advised or managed by the Advisor.
Brokerage Selection. The Funds have adopted, and the Trustees have approved, policies and procedures relating to the direction of mutual fund portfolio securities transactions to broker-dealers.  The Advisor may not give consideration to sales of shares of the Funds as a factor in selecting broker-dealers to execute portfolio securities transactions.  The Advisor may, however, place portfolio transactions with broker-dealers that promote or sell the Funds' shares so long as such transactions are done in accordance with the policies and procedures established by the Trustees that are designed to ensure that the selection is based on the quality of the broker's execution and not on its sales efforts.  In selecting brokers to be used in portfolio transactions, the Advisor's general guiding principle is to obtain the best overall execution for each trade, which is a combination of price and execution.  With respect to execution, the Advisor considers a number of discretionary factors, including, without limitation, the actual handling of the order, the ability of the broker to settle the trade promptly and accurately, the financial standing of the broker, the ability of the broker to position stock to facilitate execution, the Advisor's past experience with similar trades, and other factors that may be unique to a particular order.  Recognizing the value of these discretionary factors, the Advisor may select brokers who charge a brokerage commission that is higher than the lowest commission that might otherwise be available for any given trade.
Under Section 28(e) of the Securities Exchange Act of 1934 and the Investment Advisory Agreement, the Advisor is authorized to pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction, in recognition of the value of brokerage and/or research services provided by the broker.  The research received by the Advisor may include, without limitation: information on the United States and other world economies; information on specific industries, groups of securities, individual companies, and political and other relevant news developments affecting markets and specific securities; technical and quantitative information about markets; analysis of proxy proposals affecting specific companies; accounting and performance systems that allow the Advisor to determine and track investment results; and trading systems that allow the Advisor to interface electronically with brokerage firms, custodians, and other providers.  Research is received in the form of written reports, telephone contacts, personal meetings, research seminars, software programs, and access to computer databases.  In some instances, research products or services received by the Advisor may also be used by the Advisor for functions that are not research related (i.e. not related to the making of investment decisions).  Where a research product or service has a mixed use, the Advisor will make a reasonable allocation according to the use and will pay for the non-research function in cash using its own funds.
The research and investment information services described above make available to the Advisor for its analysis and consideration the views and information of individuals and research staffs of other securities firms.  These services may be useful to the Advisor in connection with advisory clients other than the Funds and not all such services may be useful to the Advisor in connection with the Funds.  Although such information may be a useful supplement to the Advisor's own investment information in rendering services to the Funds, the value of such research and services is not expected to reduce materially the expenses of the Advisor in the performance of its services under the Investment Advisory Agreement and will not reduce the management fees payable to the Advisor by the Funds.
The Funds may invest in securities traded in the over-the-counter market.  In these cases, the Funds may initiate trades through brokers on an agency basis and pay a commission in connection with the transaction.  The Funds may also effect these transactions by dealing directly with the dealers who make a market in the securities involved, in which case the costs of such transactions would involve dealer spreads rather than brokerage commissions.  With respect to securities traded only in the over-the-counter market, orders will be executed on a principal basis with primary market makers in such securities except where better prices or executions may be obtained on an agency basis or by dealing with those other than a primary market maker.
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The Funds may participate, if and when practicable, in bidding for the purchase of Fund securities directly from an issuer in order to take advantage of the lower purchase price available to members of a bidding group.  The Funds will engage in this practice, however, only when the Advisor, in its sole discretion, believes such practice to be otherwise in the Funds' interest.
The following shows the aggregate amount of brokerage commissions paid each Fund during its three most recent fiscal years, as applicable.
Fund
2016
2015
2014
Alpha Risk Hedged Dividend Equity Fund
$4,853
$1,528
$43
Cavalier Adaptive Income Fund
$3,324
$0
$0
Cavalier Dividend Income Fund
$1,697
$260
$785
Cavalier Dynamic Growth Fund
$24,494
$39,186
$42,337
Cavalier Fundamental Growth Fund
$91,630
$64,012
$14,041
Cavalier Global Opportunities Fund
$28,538
$7,993
$948
Cavalier Hedged High Income Fund
$12,079
$1,231
$1,142
Cavalier Multi Strategist Fund
$5,315
$1,913
$202
Cavalier Tactical Rotation Fund
$ 217,986
$83,226
$45,196
The increase in brokerage commissions of Cavalier Dynamic Growth Fund, Cavalier Adaptive Income Fund, Cavalier Hedged High Income Fund, Cavalier Global Opportunities Fund, Cavalier Tactical Rotation Fund, Cavalier Dividend Income Fund, Cavalier Multi Strategist Fund, and Cavalier Fundamental Growth Fund for the fiscal year s ended May 31, 2016 and May 31, 2015 from each previous fiscal year was due to increased trading activity and the larger asset size of the Funds.  The decrease in brokerage commissions of the Cavalier Dividend Income Fund for the fiscal year ended May 31, 2015 from the previous fiscal year was due to decreased trading activity and market fluctuation.
Aggregated Trades. While investment decisions for the Funds are made independently of the Advisor's other client accounts, the Advisor's other client accounts may invest in the same securities as the Funds.  To the extent permitted by law, the Advisor may aggregate the securities to be sold or purchased for a Fund with those to be sold or purchased for other investment companies or accounts in executing transactions.  When a purchase or sale of the same security is made at substantially the same time on behalf of a Fund and another investment company or account, the transaction will be averaged as to price and available investments allocated as to amount in a manner which the Advisor believes to be equitable to the Fund and such other investment company or account.  In some instances, this investment procedure may adversely affect the price paid or received by a Fund or the size of the position obtained or sold by a Fund.
Portfolio Turnover.   The annualized portfolio turnover rate for the Funds is calculated by dividing the lesser of purchases or sales of portfolio securities for the reporting period by the monthly average value of the portfolio securities owned during the reporting period.  The calculation excludes all securities whose maturities or expiration dates at the time of acquisition are one year or less.  Portfolio turnover of the Funds may vary greatly from year to year as well as within a particular year, and may be affected by cash requirements for redemption of shares and by requirements that enable the Funds to receive favorable tax treatment.  Portfolio turnover will not be a limiting factor in making Fund decisions, and the Funds may engage in short-term trading to achieve its investment objectives.  High rates of portfolio turnover could lower performance of the Funds due to increased transaction costs and may also result in the realization of short-term capital gains taxed at ordinary income tax rates.  The portfolio turnover rates for the Cavalier Dynamic Growth Fund, Cavalier Adaptive Income Fund, Cavalier Hedged High Income Fund, Cavalier Global Opportunities Fund, Cavalier Tactical Rotation Fund, Cavalier Dividend Income Fund, Cavalier Multi Strategist Fund, and Cavalier Fundamental Growth Fund were higher for the fiscal year ended May 31, 2016 from the prior year because of increased trading activity.  Cavalier Dynamic Growth Fund, Cavalier Adaptive Income Fund, Cavalier Hedged High Income Fund, Cavalier Global Opportunities Fund, Cavalier Tactical Rotation Fund, Cavalier Dividend Income Fund, Cavalier Multi Strategist Fund, and Cavalier Fundamental Growth Fund were each in excess of 100% for the fiscal year ended May 31, 2016 because of significant increases in trading volume and decreases in assets.
31

DESCRIPTION OF THE TRUST
The Trust, which is a statutory trust organized under Delaware law on May 13, 2009, is an open-end management investment company.  The Trust's Declaration of Trust ("Trust Instrument") authorizes the Trustees to divide shares into series, each series relating to a separate portfolio of investments, and to classify and reclassify any unissued shares into one or more classes of shares of each such series.  The Trust currently consists of 17 series . The shares are divided into classes which are described in their individual Prospectus.  Additional series and/or classes may be created from time to time.  The number of shares of each series in the Trust shall be unlimited.  When issued for payment as described in the Funds' Prospectus and this Statement of Additional Information, shares of the Funds will be fully paid and non‑assessable and shall have no preemptive rights.  The Trust normally does not issue share certificates.
In the event of a liquidation or dissolution of the Trust or an individual series, such as a Fund, shareholders of a particular series would be entitled to receive the assets available for distribution belonging to such series.  Shareholders of a series are entitled to participate equally in the net distributable assets of the particular series involved on liquidation, based on the number of shares of the series that are held by each shareholder.  If there are any assets, income, earnings, proceeds, funds, or payments that are not readily identifiable as belonging to any particular series, the Trustees shall allocate them among any one or more of the series as they, in their sole discretion, deem fair and equitable.
Shareholders of all of the series of the Trust, including the Funds, will vote together and not separately on a series‑by‑series or class-by-class basis, except as otherwise required by law or when the Trustees determine that the matter to be voted upon affects only the interests of the shareholders of a particular series or class.  The Trust has adopted a Rule 18f-3 Multi-class Plan for certain series that contain the general characteristics of and conditions under which such series may offer multiple classes of shares.  Rule 18f-2 under the Investment Company Act of 1940 provides that any matter required to be submitted to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each series or class affected by the matter.  A series or class is affected by a matter unless it is clear that the interests of each series or class in the matter are substantially identical or that the matter does not affect any interest of the series or class.  Under Rule 18f-2, the approval of an investment advisory agreement or any change in a fundamental investment policy would be effectively acted upon with respect to a series only if approved by a majority of the outstanding shares of such series.  However, the rule also provides that the ratification of the appointment of independent accountants, the approval of principal underwriting contracts, and the election of Trustees may be effectively acted upon by shareholders of the Trust voting together, without regard to a particular series or class.  Rights of shareholders can only be modified by a majority vote.
When used in the Prospectus or this Statement of Additional Information, a "majority" of shareholders means the vote of the lesser of (i) 67% of the shares of the Trust or the applicable series or class present at a meeting if the holders of more than 50% of the outstanding shares are present in person or by proxy or (ii) more than 50% of the outstanding shares of the Trust or the applicable series or class.
Shareholders are entitled to one vote for each full share and a fractional vote for each fractional share held.  Shares have non-cumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of Trustees can elect 100% of the Trustees, and in this event, the holders of the remaining shares voting will not be able to elect any Trustees.
The Trustees will hold office indefinitely, except that: (i) any Trustee may resign or retire, and (ii) any Trustee may be removed: (a) any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal; (b) at any meeting of shareholders of the Trust by a vote of two-thirds of the outstanding shares of the Trust; or (c) by a written declaration signed by shareholders holding not less than two-thirds of the outstanding shares of the Trust.  In case a vacancy on the Board of Trustees shall for any reason exist, the vacancy shall be filled by the affirmative vote of a majority of the remaining Trustees, subject to certain restrictions under the Investment Company Act of 1940.  Otherwise, there will normally be no meeting of shareholders for the purpose of electing Trustees, and the Trust does not expect to have an annual meeting of share-holders.
32

The Trust Instrument provides that the Trustees will not be liable in any event in connection with the affairs of the Trust, except as such liability may arise from a Trustee's bad faith, willful misfeasance, gross negligence, or reckless disregard of duties.  It also provides that all third parties shall look solely to the Trust's property for satisfaction of claims arising in connection with the affairs of the Trust.  With the exceptions stated, the Trust Instrument provides that a Trustee or officer is entitled to be indemnified against all liability in connection with the affairs of the Trust.
MANAGEMENT AND OTHER SERVICE PROVIDERS
The Trustees are responsible for the management and supervision of the Funds.  The Trustees approve all significant agreements between the Trust, on behalf of the Funds, and those companies that furnish services to the Funds; review performance of the Advisor and the Funds; and oversee activities of the Funds.  This section of the Statement of Additional Information provides information about the persons who serve as Trustees and officers to the Trust and Funds, respectively, as well as the entities that provide services to the Funds.
Trustees and Officers.   Following are the Trustees and officers of the Trust, their age and address, their present position with the Trust or the Funds, and their principal occupation during the past five years.  Those Trustees who are "interested persons" (as defined in the Investment Company Act of 1940) by virtue of their affiliation with either the Trust or the Advisor are indicated in the table.  The address of each Trustee and officer of the Trust, unless otherwise indicated, is 116 South Franklin Street, Rocky Mount, North Carolina 27804.
Name, Age
and Address
 
Position
held with
Funds or Trust
Length
of Time
Served
Principal Occupation
During Past 5 Years
Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
 
Other Directorships
Held by Trustee
During Past 5 Years
Independent Trustees
Michael G. Mosley
Date of Birth:   01/1953
Independent
Trustee
Since 7/10
Owner of Commercial Realty Services (real estate) since 2004.
17
None.
Theo H. Pitt, Jr.
Date of Birth:  04/1936
Independent Trustee
Since 9/10
Senior Partner, Community Financial Institutions Consulting (financial consulting) since 1999; Partner, Pikar Properties (real estate) since 2001.
17
Independent Trustee of World Funds Trust for its twenty two series, Gardner Lewis Investment Trust for its two series, Leeward Investment Trust for its one series and Hillman Capital Management Investment Trust for its one series (all registered investment companies).
James H. Speed, Jr.
Date of Birth:  06/1953
Independent Trustee, Chairman
Trustee since 7/09, Chair since 5/12
Previously President and CEO of NC Mutual Insurance Company (insurance company) from 2003 to 2015.
17
Independent Trustee of the Brown Capital Management Mutual Funds for its four series, Hillman Capital Management Investment Trust for its one series, and Centaur Mutual Funds Trust for its one series (all registered investment companies). Member of Board of Directors of NC Mutual Life Insurance Company.  Member of Board of Directors of M&F Bancorp. Previously, Independent Trustee of New Providence Investment Trust for its one series from 2009 until 2011 (registered investment company).
J. Buckley Strandberg
Date of Birth:  03/1960
Independent Trustee
Since 7/09
President of Standard Insurance and Realty (insurance and property management) since 1982.
17
None.
Other Officers
Katherine M. Honey
Date of Birth:  09/1973
President and Principal Executive Officer
Since 05/15
EVP of The Nottingham Company since 2008.
n/a
n/a
 
33

 
Matthew J. Beck
Date of Birth:  06/1988
Secretary
Since 05/15
General Counsel of The Nottingham Company since 2014.
n/a
n/a
Ashley E. Harris
Date of Birth:  03/1984
Treasurer, Assistant Secretary and
Principal Financial Officer
Since 05/15
Fund Accounting Manager and Financial Reporting, The Nottingham Company since 2008.
n/a
n/a
Stacey Gillespie
Date of Birth:  05/1974
Chief Compliance Officer
Since 03/16
Compliance Director, Cipperman Compliance Services, LLC (09/15-present). Formerly, Chief Compliance Officer of Boenning & Scattergood, Inc. (2013-2015) and Director of Investment Compliance at Boenning & Scattergood, Inc. (2007-2013).
n/a
n/a

The Board met 10 times during the fiscal year ended May 31, 2016.  Each Trustee attended all of the Board meetings.
Board Structure.  The Trust's Board of Trustees includes four independent Trustees, one of which, Mr. Speed, is Chairman of the Board of Trustees.  The Board has established several standing committees: the Audit Committee, Nominating Committee, Proxy Voting Committee, Governance Committee, and Qualified Legal Compliance Committee.  These standing committees are comprised entirely of the Independent Trustees.  Other information about these standing committees is set forth below.  The Board has determined that the Board's structure is appropriate given the characteristics, size, and operations of the Trust.  The Board also believes that its leadership structure, including its committees, helps facilitate effective oversight of Trust management.  The Board reviews its structure annually.
With respect to risk oversight, the Board considers risk management issues as part of its general oversight responsibilities throughout the year.  The Board holds four regular board meetings each year during which the Board receives risk management reports and/or assessments from Trust management, the Fund's advisor, administrator, transfer agent, and distributor, and receives an annual report from the Trust's Chief Compliance Officer ("CCO").  The Audit Committee also meets with the Trust's independent registered public accounting firm on an annual basis, to discuss among other things, the internal control structure of the Trust's financial reporting function.  When appropriate, the Board may hold special meeting or communicate directly with Trust management, the CCO, the Trust's third party service providers, legal counsel, or independent public accountants to address matters arising between regular board meeting or needing special attention.  In addition, the Board has adopted policies and procedures for the Trust to help detect and prevent and, if necessary, correct violations of federal securities laws.
Qualification of Trustees.  The Board has considered each Trustee's experience, qualifications, attributes and skills in light of the Board's function and the Trust's business and structure, and has determined that each Trustee possesses experience, qualifications, attributes, and skills that enable the Trustee to be an effective member of the Board.
Mr. Mosley has had business experience as an owner of a real estate company.  Mr. Pitt has experience as an investor, including his role as trustee of several other investment companies and business experience as Senior Partner of a financial consulting company, as a Partner of a real estate partnership and as an Account Administrator for a money management firm.  Mr. Speed also has experience as an investor as trustee of several other investment companies and business experience as President and CEO of an insurance company and as President of a company in the business of consulting and private investing.  Mr. Strandberg also has investment experience as a former trustee of another investment company and business experience as President of an insurance and property management company.
34

The Board has determined that each of the Trustees' careers and background, combined with their interpersonal skills and general understanding of financial and other matters, enable the Trustees to effectively participate in and contribute to the Board's functions and oversight of the Trust.
Trustee Standing Committees.   The Trustees have established the following standing committees:
Audit Committee.   All of the Independent Trustees are members of the Audit Committee.  The Audit Committee oversees the Fund's accounting and financial reporting policies and practices, reviews the results of the annual audits of the Fund's financial statements, and interacts with the Fund's independent auditors on behalf of all the Trustees.  The Audit Committee operates pursuant to an Audit Committee Charter and meets periodically as necessary.  The Audit Committee met eight times during the fiscal year ended May 31, 2016.
Nominating Committee.   All of the Independent Trustees are members of the Nominating Committee.  The Nominating Committee nominates, selects, and appoints independent trustees to fill vacancies on the Board of Trustees and to stand for election at meetings of the shareholders of the Trust.  The Nominating Committee meets only as necessary and did not meet during the fiscal year ended May 31, 2016.  The Nominating Committee generally will not consider nominees recommended by shareholders of the Trust.
Proxy Voting Committee.   All of the Independent Trustees are members of the Proxy Voting Committee.  The Proxy Voting Committee will determine how the Fund should vote, if called upon by the Board or the Advisor, when a matter with respect to which the Fund is entitled to vote presents a conflict between the interests of the Fund's shareholders, on the one hand, and those of the Fund's Advisor, principal underwriter, or an affiliated person of the Fund, its investment advisor, or principal underwriter, on the other hand.  The Proxy Voting Committee will also review the Trust's Proxy Voting Policy and recommend any changes to the Board as it deems necessary or advisable. The Proxy Voting Committee will also decide if the Fund should participate in a class action settlement, if called upon by the Advisor, in cases where a class action settlement with respect to which the Fund is eligible to participate presents a conflict between the interests of the Fund's shareholders, on the one hand, and those of the Advisor, on the other hand.  The Proxy Voting Committee meets only as necessary and did not meet during the fiscal year ended May 31, 2016.
Governance Committee. The Independent Trustees are the current members of the Governance Committee.  The Governance Committee assists the Board of Trustees in adopting fund governance practices and meeting certain fund governance standards.  The Governance Committee operates pursuant to a Governance Committee Charter and normally meets annually, but may also meet as often as necessary to carry out its purpose.  The Governance Committee met once during the fiscal year ended May 31, 2016.
Qualified Legal Compliance Committee.   The Independent Trustees are the current members of the Qualified Legal Compliance Committee.  The Qualified Legal Compliance Committee receives, investigates, and makes recommendations as to appropriate remedial action in connection with any report of evidence of a material violation of securities laws or breach of fiduciary duty or similar violation by the Trust, its officers, Trustees, or agents.  The Qualified Legal Compliance Committee meets only as necessary and did not meet during the fiscal year ended May 31, 2016.
Beneficial Equity Ownership Information.   The table below shows for each Trustee, the amount of Fund equity securities beneficially owned by each Trustee, and the aggregate value of all investments in equity securities of the Fund complex, as of valuation date of December 31, 2015 and stated as one of the following ranges:  A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; and E = over $100,000.
35

 
Name of Trustee
Fund
Dollar Range of Equity
Securities in the Fund
Aggregate Dollar Range of
Equity Securities in All
Funds Overseen or to be
Overseen by Trustee in
Family of Investment
Companies*
Michael G. Mosley
Cavalier Dynamic Growth Fund
A
 
Cavalier Adaptive Income Fund
(Previously, Cavalier Stable Income Fund)
A
 
Alpha Risk Hedged Dividend Equity Fund
(Previously, the Cavalier Hedged Equity Fund)
A
 
Cavalier Hedged High Income Fund
A
 
Cavalier Global Opportunities Fund
A
 
Cavalier Tactical Rotation Fund
A
 
Cavalier Dividend Income Fund
A
 
Cavalier Multi Strategist Fund
A
 
   
A
Theo H. Pitt, Jr.
Cavalier Dynamic Growth Fund
A
 
Cavalier Adaptive Income Fund
(Previously, Cavalier Stable Income Fund)
A
 
Alpha Risk Hedged Dividend Equity Fund
(Previously, the Cavalier Hedged Equity Fund)
A
 
Cavalier Hedged High Income Fund
A
 
Cavalier Global Opportunities Fund
A
 
Cavalier Tactical Rotation Fund
A
 
Cavalier Dividend Income Fund
A
 
Cavalier Multi Strategist Fund
A
 
Cavalier Dynamic Growth Fund
A
 
   
A
James H. Speed, Jr.
Cavalier Dynamic Growth Fund
A
 
Cavalier Adaptive Income Fund
(Previously, Cavalier Stable Income Fund)
A
 
Alpha Risk Hedged Dividend Equity Fund
(Previously, the Cavalier Hedged Equity Fund)
A
 
Cavalier Hedged High Income Fund
A
 
Cavalier Global Opportunities Fund
A
 
Cavalier Tactical Rotation Fund
A
 
Cavalier Dividend Income Fund
A
 
Cavalier Multi Strategist Fund
A
 
Cavalier Dynamic Growth Fund
A
 
   
A
J. Buckley Strandberg
Cavalier Dynamic Growth Fund
A
 
Cavalier Adaptive Income Fund
(Previously, Cavalier Stable Income Fund)
A
 
Alpha Risk Hedged Dividend Equity Fund
(Previously, the Cavalier Hedged Equity Fund)
A
 
Cavalier Hedged High Income Fund
A
 
Cavalier Global Opportunities Fund
A
 
Cavalier Tactical Rotation Fund
A
 
Cavalier Dividend Income Fund
A
 
Cavalier Multi Strategist Fund
A
 
Cavalier Dynamic Growth Fund
A
 
   
A
*Includes all the funds of the Trust managed by the Advisor.
36

Ownership of Securities of Advisor, Distributor, or Related Entities.   As of December 31, 2015 , none of the Independent Trustees and/or their immediate family members own securities of the Advisor, Distributor, or any entity controlling, controlled by, or under common control with the Advisor or Distributor.
Compensation.   Officers of the Trust and Trustees who are interested persons of the Trust or the Advisor will receive no salary or fees from the Trust.  Independent Trustees receive $2,000 per Fund each year.  The Trust reimburses each Trustee and officers of the Trust for his or her travel and other expenses relating to attendance at such meetings.  The following compensation is based on figures for the fiscal year ended May 31, 2016.  Each of the Trustees serves as a Trustee to all series of the Trust, including the Funds.
Name of Trustee
Aggregate
Compensation From
each Fund
Pension or Retirement
Benefits Accrued As
Part of Fund Expenses
Estimated Annual
Benefits Upon
Retirement
Total Compensation
From Funds and Fund
Complex Paid to
Trustees
Independent Trustees
Michael G. Mosley
$2,000
None
None
$39,624
Theo H. Pitt, Jr.
$2,000
None
None
$39,624
James H. Speed, Jr.
$2,000
None
None
$39,624
J. Buckley Strandberg
$2,000
None
None
$39,624
Codes of Ethics.   The Trust and Advisor each have adopted a code of ethics, as required under Rule 17j-1 of the Investment Company Act of 1940, which is designed to prevent affiliated persons of the Trust and Advisor from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Funds (which securities may also be held by persons subject to each such code of ethics).  There can be no assurance that the codes will be effective in preventing such activities.  The codes permit employees and officers of the Trust and Advisor to invest in securities, subject to certain restrictions and pre-approval requirements.  In addition, the Advisor's code requires that portfolio managers and other investment personnel of the Advisor report their personal securities transactions and holdings, which are reviewed for compliance with the Trust's and Advisor's code of ethics.
Anti-Money Laundering Program.   The Trust has adopted an anti-money laundering program, as required by applicable law, that is designed to prevent the Funds from being used for money laundering or the financing of terrorist activities.  The Trust's Chief Compliance Officer is responsible for implementing and monitoring the operations and internal controls of the program.  Compliance officers at certain of the Funds' service providers are also responsible for monitoring the program.  The anti-money laundering program is subject to the continuing oversight of the Trustees.
Proxy Voting Policies.   The Trust has adopted a proxy voting and disclosure policy that delegates to the Advisor the authority to vote proxies for the Funds, subject to oversight by the Trustees.  Copies of the Trust's Proxy Voting and Disclosure Policy and the Advisor's Proxy Voting Policy and Procedures are included as Appendix B to this Statement of Additional Information.  No later than August 31st of each year, the Funds will file Form N-PX stating how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th.  Information regarding how the Funds voted proxies as set forth in its most recent filing of Form N-PX will be available (i) without charge, upon request, by calling the Funds at 1-800-773-3863; and (ii) on the SEC's website at http://www.sec.gov.
Principal Holders of Voting Securities.   As of August 31, 2016 , the Trustees and officers of the Trust as a group owned beneficially (i.e., had direct or indirect voting and/or investment power) less than 1% of the then outstanding share of each class of the Funds.  On the same date, the following shareholders owned of record more than 5% of the outstanding shares of beneficial interest of each class of the Funds.  Except as provided below, no person is known by the Trust to be the beneficial owner of more than 5% of the outstanding shares of any class of the Funds as of August 31, 2016 .
37

Alpha Risk Hedged Dividend Equity Fund
 
 
Institutional Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
309,389.139 Shares
80.69 %**
LPL Financial
4707 Executive Drive
San Diego, CA  92121
48,334.256 Shares
12.61%
 
Advisor Class Shares  
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
8,266.696 Shares
7.67 %**
LPL Financial
4707 Executive Drive
San Diego, CA 92121-
85,793.119 Shares
79.56 %

 
Class P Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
None
   
 
Cavalier Adaptive Income Fund
 
 
Institutional Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
432,640.248 Shares
89.81 %**
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA  94104-4122
25,914.432 Shares
5.38%
 
Advisor Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
100,329.626 Shares
62.96 %**
 
 
38

 
LPL Financial
4707 Executive Drive
San Diego, CA 92121
17,703.069 Shares
11.11 %
Dean R. Diehl
6848 Woodmeadow Drive
Toledo, OH  43617
8,113.686 Shares
5.09%

 
Class P Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
None
   
 
Cavalier Dividend Income Fund
 
Institutional Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
61,258.500 Shares
48.60 %**
Charles Schwab & Co. Inc.
101 Montgomery Street
San Francisco, CA 94104-4122
41,995.137 Shares
33.32 % **
LPL Financial
4707 Executive Drive
San Diego, CA  92121
6,716.081 Shares
5.33%
The Nottingham Co. 401K
116 S. Franklin Street
Rocky Mount, NC  27804
9,285.575 Shares
7.37%
 
Advisor Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
701.187 Shares
9.04%**
LPL Financial
4707 Executive Drive
San Diego, CA 92121
2,811.201 Shares
32.99 %*
Patricia J Nathanson
6120 S Chanticleer Dr.
Maumee, OH 43537
695.489 Shares
8.16 %
David G. Fielding
1301 East Ridge Drive
Waterville, OH  43566
526.082 Shares
6.17%
 
 
39

Steven C. Fulton
7008 N. 154 th Street
Bennington, NE  68007
1,249.593 Shares
14.66%

 
Class P Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
None
   
     
Cavalier Dynamic Growth   Fund
 
Institutional Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399
629,428.958 Shares
77.86 %**
 
Advisor Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
68,029.007 Shares
69.93 %**
LPL Financial
4707 Executive Drive
San Diego, CA  92121
 
5,577.694 Shares
5.73 %

 
Class P Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
None
   
 
Cavalier Fundamental Growth Fund
 
Institutional Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
950,524.824 Shares
24.71 %**

40

LPL Financial
4707 Executive Drive
San Diego, CA  92121
362,297.243 Shares
9.42%
Charles Schwab & Co. Inc.
101 Montgomery St
San Francisco, CA 94104
737,590.168 Shares
19.17 %
Navellier/Milan Trust
2801 Market Street,
Saint Louis, MO 63103
193,537.861 Shares
5.03 %
Wendy Navellier
2801 Market Street,
Saint Louis, MO 63103
459,397.511 Shares
11.94 %
 
 
Advisor Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
94,866.563 Shares
14.91 %
 
LPL Financial
4707 Executive Drive
San Diego, CA  92121
434,950.360 Shares
68.35%**
UBS WM USA
1000 Harbor Blvd, 5 th Floor
Weehawken, NJ 07086
78,929.736 Shares
12.40 %

 
Class P Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
None
   


Cavalier Global Opportunities Fund
 
Institutional Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
263,080.341 Shares
43.38 %**
LPL Financial
4707 Executive Drive
San Diego, CA  92121
211,561.831 Shares
34.89%**
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA  94104-4122
53,403.020 Shares
8.81%
 
 
41

Advisor Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
LPL Financial
4707 Executive Drive
San Diego, CA  92121
494,185.008 Shares
96.24%**

 
Class P Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
None
   

Cavalier Hedged High Income Fund
 
Institutional Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
475,932.348 Shares
86.36 %**
 
Advisor Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
18,764.703 Shares
19.87 %**
LPL Financial
4707 Executive Drive
San Diego, CA 92121
41,757.294 Shares
44.22 % **
James M. McCormick
825 Wildlife Lane
Estes Park, CO  80517
5,393.743 Shares
5.71 %
 
Class P Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
None
   

 
 
42

Cavalier Multi Strategist Fund
 
Institutional Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
261,409.220 Shares
79.22%**
LPL Financial
4707 Executive Drive
San Diego, CA  92121
22,713.537 Shares
6.88%
 
Advisor Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
18,252.934 Shares
33.60%**
LPL Financial
4707 Executive Drive
San Diego, CA 92121
21,200.954 Shares
39.02%**
Dean R. Diehl
6848 Woodmeadow Drive
Toledo, OH  43617
4,443.597 Shares
8.18%
 
Class P Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
None
   

Cavalier Tactical Rotation Fund
 
Institutional Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing LLC
1 Pershing Plaza,
Jersey City, NJ 07399
1,333,686.811 Shares
19.78 %**
LPL Financial
4707 Executive Drive
San Diego, CA  92121
4,017,591.964 Shares
59.59%**
Charles Schwab & Co, Inc.
101 Montgomery St,
San Francisco, CA 94104
803,148.532 Shares
11.91 %
 
43

 
 
Advisor Class Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
None
   
 
Class P Shares
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
None
   

*Deemed a "control person" of the Fund as defined by applicable regulations of the Securities and Exchange Commission.  Such control may affect the voting rights of other shareholders.  For example, persons exercising control will have more ability to influence the outcome of matters submitted to shareholders to be voted upon.
** The Fund believes that such entity does not have a beneficial ownership interest in such shares.
Investment Advisor.   Information about the interim Advisor s , Cavalier Investments , Inc. of 50 Braintree Hill Office Park, Suite 105, Braintree, Massachusetts 02184, and ARS Investment Management, LLC of 629 Highland Avenue, Suite 200, Neeham, Massachusetts 02494 and their duties and compensation as Advisor s is contained in the Funds' Prospectus.  Cavalier Investments, Inc. is controlled by Compass Holding Group Inc. and Gregory Rutherford.  ARS Investment Management, LLC is controlled by Timothy Dolan, Francis Mulhern, and Joseph Nary.  The Advisor s supervise the Funds' investments pursuant to an Interim Investment Advisory Agreement, and permanent Investment Advisory Agreement s are scheduled to be considered at a forthcoming shareholder meeting.  The Interim Investment Advisory Agreement s became effective on August 1, 201 6 , and are effective for 150 days from that date. The forthcoming Investment Advisory Agreement s , if approved by the shareholders, will be effective for an initial two-year period and will be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Trustees or by vote of a majority of the Funds' outstanding voting securities, provided the continuance is also approved by a majority of the Trustees who are not parties to the Investment Advisory Agreement s or interested persons of any such party.  The Investment Advisory Agreement s will be terminable without penalty by the Trust upon 60 calendar days' written notice by the Trustees or by vote of a majority of the outstanding voting securities or upon 60 calendar days' written notice by the respective Advisor.  The Interim Investment Advisory Agreement s , along with, if approved, the forthcoming Investment Advisory Agreement s , provide that it will terminate automatically in the event of its "assignment," as such term is defined in the Investment Company Act of 1940.
The Advisor s manage the Funds' investments in accordance with the stated policies of the Funds, subject to the approval of the Trustees.  The Advisor is responsible for investment decisions, and provides the Funds with portfolio managers who are authorized by the Trustees to execute purchases and sales of securities.
Under the Interim Investment Advisory Agreement s , and, if approved, the forthcoming Investment Advisory Agreement s , the Advisor s are not liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the performance of such agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services; or a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Advisor s in the performance of its duties; or from its reckless disregard of its duties and obligations under the Investment Advisory Agreement s .
Until the approval of the forthcoming Investment Advisory Agreement s , the Advisors ' fees will be held in escrow. In the event that the agreement s are not approved, the Advisor s will be paid the lesser of the costs incurred in performing services for the respective Fund, or the total amount in the escrow account.
As full compensation for the investment advisory services provided to the following Funds, the Advisor s receive monthly compensation based on the Fund's average daily net assets at the annual rate of 0.45% for : Cavalier Hedged Equity Fund, Cavalier Dynamic Growth Fund, Cavalier Global Opportunities Fund, Cavalier Multi Strategist Fund, Cavalier Adaptive Income Fund, and Cavalier Hedged High Income Fund.  For its services to the Cavalier Tactical Rotation Fund and the Cavalier Fundamental Growth Fund, the Advisor receives monthly compensation based on the Fund's average daily net assets at the annual rate of 1.00%.  For its services to the Cavalier Dividend Income Fund, the Advisor receives monthly compensation based on the Fund's average daily net assets at the annual rate of 0.90%.
44

The following shows the total dollar amounts that each Fund paid to Cavalier Investments, the investment advisor to the Funds, for the period from August 1, 2015 through May 31, 2016:
For the period from August 1, 2015 through May 31, 2016
 
Fund
Amount Paid
Cavalier Hedged Equity Fund
$0
Cavalier Dynamic Growth Fund
$0
Cavalier Stable Income Fund
$0
Cavalier Hedged High Income Fund
$0
Cavalier Global Opportunities Fund
$9,803
Cavalier Tactical Rotation Fund
$581,151
Cavalier Dividend Income Fund
$0
Cavalier Multi Strategist Fund
$0
Cavalier Fundamental Growth Fund
$258,759

The following shows the total dollar amounts that each Fund paid to FolioMetrix, LLC, the prior investment advisor to the Funds, for the last three fiscal years:
For the period from June 1, 2015 through July 31, 2015
 
Fund
Amount Paid
Cavalier Hedged Equity Fund
$3,696
Cavalier Dynamic Growth Fund
$22,887
Cavalier  Stable Income Fund
$0
Cavalier Hedged High Income Fund
$4,648
Cavalier Global Opportunities Fund
$33,172
Cavalier Tactical Rotation Fund
$137,499
Cavalier Dividend Income Fund
$0
Cavalier Multi Strategist Fund
$0
Cavalier Fundamental Growth Fund
$75,143
2015
 
Fund
Amount Paid
Cavalier Hedged Equity Fund
$0
Cavalier Dynamic Growth Fund
$105,597
Cavalier Stable Income Fund
$0
Cavalier Hedged High Income Fund
$25,491
Cavalier Global Opportunities Fund
$27,047
 
45

2015
 
Fund
Amount Paid
Cavalier Tactical Rotation Fund
$415,356
Cavalier Dividend Income Fund
$0
Cavalier Multi Strategist Fund
$0
Cavalier Fundamental Growth Fund
$213,187

2014
 
Fund
Amount Incurred
Amount Waived by Advisor*
Cavalier Hedged Equity Fund
$37,164
$37,249
Cavalier Dynamic Growth Fund
$101,061
$36,817
Cavalier Stable Income Fund
$0
$0
Cavalier Hedged High Income Fund
$57,727
$53,934
Cavalier Global Opportunities Fund
$30,058
$30,114
Cavalier Tactical Rotation Fund
$248,018
$33,808
Cavalier Dividend Income Fund
$28,446
$14,083
Cavalier Multi Strategist Fund
$14,358
$14,381
Cavalier Fundamental Growth Fund
$52,614
$38,691
*During the 2014 fiscal year, above, the previous Adviser and the Administrator had entered into an Operating Plan designed to limit expenses to the Funds. During these periods, the listed portion of the Advisor's fee was recouped by the Administrator to reimburse and cover operational costs of the Fund.
Investment Sub-Advisor s .
Information about the Sub-Advisors and its duties and compensation as Sub-Advisor s to the Cavalier Fund s is contained in the Funds ' Prospectus.  The Sub-Advisor s assist the Advisor in supervising the Funds ' investments pursuant to Interim Investment Sub-Advisory Agreement s , and, if approved, the Investment Sub-Advisory Agreement s to be considered at a forthcoming shareholder meeting.    The Interim Investment Sub-Advisory Agreement s became effective on August 1, 201 6 , and will continue to be effective for 150 days from that date. The Investment Sub-Advisory Agreement s , if approved, will be effective for an initial two-year period and will be renewed for a period of one year only so long as such renewal and continuance is specifically approved at least annually by the Trustees, provided the continuance is also approved by a majority of the Trustees who are neither parties to the Investment Sub-Advisory Agreement s nor interested persons of any such party, or by vote of a majority of the Funds ' outstanding voting securities.  The Investment Sub-Advisory Agreement s will be terminable without penalty on 60-days' notice by the Trustees, by the Advisor or Sub-Advisor, or by vote of a majority of the outstanding voting securities of the applicable Fund.  The Interim Investment Sub-Advisory Agreement s , and, if approved, the forthcoming Investment Sub-Advisory Agreement s , provide that it will terminate automatically in the event of its "assignment," as such term is defined in the Investment Company Act of 1940.
Under the Interim Investment Sub-Advisory Agreement s , and, if approved, the forthcoming Investment Sub-Advisory Agreement s , the Sub-Advisor s are not liable for any error of judgment or mistake of law or for any loss suffered by a Fund in connection with the performance of the Investment Sub-Advisory Agreement s , except: a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services; a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of a Sub-Advisor in the performance of its duties; or a loss resulting from a Sub-Advisor's reckless disregard of its duties and obligations under the Agreement.
The Funds do not pay a direct fee to the Sub-Advisors. Until the approval of the forthcoming Investment Sub-Advisory Agreement s , the Sub-Advisors ' fees will be held in escrow. In the event that the agreement s are not approved, the Sub-Advisor s will be paid the lesser of the costs incurred in performing services for the Fund s , or the total amount in the escrow account.
46

Portfolio Managers.   Greg Rutherford and Scott Wetherington are the portfolio management team for the Cavalier Dividend Income Fund, David Haviland for the Cavalier Global Opportunities Fund and the Cavalier Tactical Rotation Fund, Brian Shevland and Lee Calfo for the Cavalier Multi-Strategist Fund, Gavan Duemke and Sean Wright for the Cavalier Hedged High Income Fund and the Cavalier Multi-Strategist Fund, Herb Morgan and Glen Amback for the Cavalier Adaptive Income Fund, Dr. Henry Ma for the Cavalier Multi-Strategist Fund, Joy Gruber, Joseph Styrna and Alexis Zemaitis for the Cavalier Multi-Strategist Fund, Justin Len for the Cavalier Dynamic Fund, Mark Scalzo for the Cavaliery Dynamic Growth Fund, and Louis Navellier for the Cavalier Fundamental Growth Fund.

Compensation.   The portfolio manager's compensation varies with the general success of the Advisor as a firm.  The portfolio manager's compensation consists of a fixed annual salary, plus additional remuneration based on the Advisor's assets under management.  The portfolio manager's compensation is not directly linked to the Funds' performance, although positive performance and growth in managed assets are factors that may contribute to the Advisor's distributable profits and assets under management.
Ownership of Fund Shares.   The table below shows the amount of each Fund's equity securities beneficially owned by the portfolio manager as of May 31, 201 6 and stated as one of the following ranges: A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; E = $100,001-$500,000; F = $500,001-$1,000,000; and G = over $1,000,000.
Name of
Portfolio Manager
Fund
Dollar Range of
Equity Securities in the Fund
Scott Wetherington
Cavalier Dynamic Growth   Fund
A
Cavalier Adaptive Income Fund
(Previously, the Cavalier Stable Income Fund)
A
Alpha Risk Hedged Dividend Equity Fund
(Previously, the Cavalier Hedged Equity Fund)
A
Cavalier Hedged High Income Fund
A
Cavalier Global Opportunities Fund
A
Cavalier Tactical Rotation Fund
A
Cavalier Dividend Income Fund
A
Cavalier Multi Strategist Fund
A
Cavalier Traditional Fixed Income
A
Louis Navellier
Cavalier Fundamental Growth Fund
G
David Haviland
 
Cavalier Global Opportunities Fund
 F
Cavalier Tactical Rotation Fund
F
 
47

Name of
Portfolio Manager
Fund
Dollar Range of
Equity Securities in the Fund
Brian Shevland
Cavalier Multi Strategist Fund
 
Lee Calfo
Cavalier Multi Strategist Fund
 
Gavan Duemke
 
Cavalier Hedged High Income Fund
A
Cavalier Multi Strategist Fund
A
Sean Wright
 
Cavalier Hedged High Income Fund
A
Cavalier Multi Strategist Fund
A
Herb Morgan
Cavalier Adaptive Income Fund
A
Glenn Ambach
Cavalier Adaptive Income Fund
A
Dr. Henry Ma
Cavalier Multi Strategist Fund
A
Joy Gruber
Cavalier Multi Strategist Fund
A
Joseph Styrna
Cavalier Multi Strategist Fund
A
Justin Lent
Cavalier Dynamic Growth
 
Mark Scalzo
Cavalier Dynamic Growth
A
Other Accounts.   In addition to the Funds, some of the portfolio managers are responsible for the day-to-day management of certain other accounts.  The table below shows the number of, and total assets in, such other accounts as of the end of the Funds' fiscal year ended May 31, 201 6 .
48

Portfolio Manager
Registered Investment
Companies
Other Pooled Investment
Vehicles
Other Accounts
Number of
Accounts
Total Assets
Number of
Accounts
Total Assets
Number of
Accounts
Total Assets
All Accounts
Scott Wetherington
328
$44,317m
0
$0
0
$0
Louis Navellier
1
$55.7m
0
$0
2242
$1.09b
David Haviland
2 $91,760,660  34 $1,159,741  9,638  $2,553,742,389
Brian Shevland
           
Lee Calfo
           
Gavan Duemke
0
$0
1
$4m
0
$0
Sean Wright
0
$0
1
$4m
0
$0
Herb Morgan
0 $0 0 $0 4,990 $860.4m
Glenn Ambach
0 $0 0 $0 4,990 $860.4m
Dr. Henry Ma
0 $0 0 $0 1,307 $225,102,030
Joy Gruber
31 $25,302,404 0 $0 0 $0
Joseph Styma
82 $67,680,205 2 $30,631,201 0 $0
Justin Lent
           
Mark Scalzo
1 $197,343,544.73 0 $0 11 $335,528,425.96
Accounts with Performance-Based Advisory Fee
Scott Wetherington
0
$0
0
$0
0
$0
Louis Navellier
0
$0
0
$0
81
$33.3m
David Haviland
0 $0 0 $0 0 $0
Brian Shevland
           
Lee Calfo
           
Gavan Duemke
0
$0
1
$4m
0
$0
Sean Wright
0
$0
1
$4m
0
$0
Herb Morgan
0 $ 0 $0 0 $0
Glenn Ambach
0 $0 0 $0 0 $0
Dr. Henry Ma
$0 0 $0 0 $0
Joy Gruber
0 $0 0 $0 0 $0
Joseph Styma
0 $0 0 $0 0 $0
Justin Lent
           
Mark Scalzo
0 $0 0 $0 0 $0
Conflicts of Interests.   The portfolio managers' management of "other accounts" may give rise to potential conflicts of interest in connection with their management of the Funds' investments, on the one hand, and the investments of the other accounts, on the other.  The other accounts consist of separately managed private clients ("Other Accounts").  The Other Accounts might have similar investment objectives as the Funds, be compared to the same index as the Funds, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by the Funds.
49

Knowledge of the Timing and Size of Fund Trades:   A potential conflict of interest may arise as a result of the portfolio manager's day-to-day management of the Funds.  The portfolio manager knows the size and timing of trades for the Funds and the Other Accounts, and may be able to predict the market impact of Fund trades.  It is theoretically possible that the portfolio manager could use this information to the advantage of Other Accounts it manages and to the possible detriment of the Funds, or vice versa.
Investment Opportunities:   The Advisor provides investment supervisory services for a number of investment products that have varying investment guidelines.  The portfolio manager works across different investment products.  Differences in the compensation structures of the Advisor's investment products may give rise to a conflict of interest by creating an incentive for the Advisor to allocate the investment opportunities it believes might be the most profitable to the client accounts where it might benefit the most from the investment gains.
Administrator.   The Trust has entered into a Fund Accounting and Administration Agreement with The Nottingham Company ("Administrator"), 116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802-0069. The Administrator performs the following services for the Funds: (i) procures on behalf of the Trust, and coordinates with the custodian and monitors the services it provides to the Funds; (ii) coordinates with and monitors any other third parties furnishing services to the Funds; (iii) provides the Funds with necessary office space, telephones and other communications facilities and personnel competent to perform administrative and clerical functions for the Funds; (iv) assists or supervises the maintenance by third parties of such books and records of the Funds as may be required by applicable federal or state law; (v) assists in the preparation of all federal, state, and local tax returns and reports of the Funds required by applicable law; (vi) assists in the preparation of and, after approval by the Trust, files and arranges for the distribution of proxy materials and periodic reports to shareholders of the Funds as required by applicable law; (vii) assists in the preparation of and, after approval by the Trust, arranges for the filing of such registration statements and other documents with the SEC and other federal and state regulatory authorities as may be required by applicable law; (viii) reviews and submits to the officers of the Trust for their approval invoices or other requests for payment of Funds expenses and instructs the Custodian to issue checks in payment thereof; and (ix) takes such other action with respect to the Funds as may be necessary in the opinion of the Administrator to perform its duties under the agreement. The Administrator will also provide certain accounting and pricing services for the Funds.
Compensation of the Administrator, which is based upon an administration fee on the average daily net assets of each Fund, is at the following annual rates: 0.100% of the Funds' first $100 million, 0.080% on the next $150 million, 0.060% on the next $250 million, and 0.050% on the next $500 million, and 0.040% on average daily net assets over $1 billion, with a monthly minimum general administration fee of $1,000.  The Administrator currently receives a monthly fund accounting fee of $2,250 per Fund for accounting and recordkeeping services with an additional fee of $500 per month for each additional class of shares plus an asset-based fee of 0.01% of the net assets of each Fund. The Administrator will also receive the following to procure and pay the custodian for the Funds: 0.02% on the first $100 million of each Funds' net assets and 0.009% on all assets over $100 million plus transaction fees with a minimum annual fee of $5,000.  The Administrator also charges the Funds for certain costs involved with the daily valuation of investment securities and is reimbursed for out‑of‑pocket expenses.
The following shows the total dollar amounts that each Fund paid to the Administrator for the last three fiscal years:
Fund
2016
2015
2014
Alpha Risk Hedged Dividend Equity Fund
$15,657
$13,549
$20,647
Cavalier Dynamic Growth Fund
$18,750
$23,531
$59,397
Cavalier Adaptive Income Fund
$18,084
$13,553
$55,279
Cavalier Hedged High Income Fund
$17,625
$22,438
$32,071
Cavalier Global Opportunities Fund
$35,188
$22,753
$16,699
Cavalier Tactical Rotation Fund
$86,854
$52,759
$62,004
Cavalier Dividend Income Fund
$13,498
$11,981
$8,070
Cavalier Multi Strategist Fund
$13,469
$12,051
$7,977
Cavalier Fundamental Growth Fund
$56,100
$36,847
$13,154
 
50

Distributor.   The Funds will conduct a continuous offering of their securities.  Capital Investment Group, Inc. ("Distributor"), 100 E. Six Forks Road, Suite 200,   Raleigh, North Carolina 27609, acts as the underwriter and distributor of the Funds' shares for the purpose of facilitating the registration of shares of the Funds under state securities laws and assisting in sales of Fund shares pursuant to a distribution agreement ("Distribution Agreement") approved by the Trustees.  In this regard, the Distributor has agreed at its own expense to qualify as a broker-dealer under all applicable federal or state laws in those states that the Funds shall from time to time identify to the Distributor as states in which each Fund wishes to offer its shares for sale, in order that state registrations may be maintained for the Funds.  The Distributor is a broker-dealer registered with the SEC and a member in good standing of the Financial Industry Regulatory Authority.   The Distributor is entitled to receive an annual fee of $5,000 per Fund for performing certain recordkeeping, communication, and other administrative services for the Fund.  Such administrative services include the following: (i) maintaining records with respect to submissions to the Financial Industry Regulatory Authority, dealer discounts and brokerage fees and commissions, and selling agreements; (ii) maintaining an account with the National Securities Clearing Corporation's Fund/SERV System for the purpose of processing account registrations, maintaining accounts, and communicating transaction data; (iii) preparing reports for the Board of Trustees as shall be reasonably requested from time to time; and (iv) performing other services for the Trust as agreed to by the Distributor and the Trust from time to time.  The Distributor and Trust agree that the services described above are of an administrative nature and such services, as well as the fee provided in connection therewith, are not, nor are they intended to be, payment for marketing and/or distribution services related to, or the promotion of, the sale of the Funds' shares.  The Distribution Agreement may be terminated by either party upon 60-days' prior written notice to the other party and will terminate automatically in the event of its assignment.  The Distributor serves as exclusive agent for the distribution of the shares of the Funds.
Rule 12b-1 Plan.   The Funds have each adopted a Plan of Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940 (collectively, the "Plans") with respect to the Advisor Class Shares.  Under the Plans, the Funds annually may expend a percentage of the average net asset value attributable to the Advisor Class Shares to finance any activity which is intended to result in the sale of those shares and the servicing of shareholder accounts with respect to those shares, provided the Trustees have approved the category of expenses for which payment is being made.  Each of the Funds may expend up to 1.00% of the average daily net assets attributable to its Advisor Class Shares.  The 1.00% fee for the Advisor Class Shares is comprised of a 0.25% service fee and a 0.75% distribution fee.  Such expenditures paid as service fees to any person who sells shares of a Fund may not exceed 0.25% of the average annual net asset value of such shares.  Potential benefits of the Plans to the Funds include improved shareholder servicing, savings to a Fund in transfer agency costs, benefits to the investment process from growth and stability of assets, and maintenance of a financially healthy management organization.
The Plan is a type of plan known as a "compensation" plan because payments are made for services rendered to the Advisor Class Shares of the Fund with respect to the Advisor Class Shares of the Fund regardless of the level of expenditures made by the Distributor.  The Trustees will, however, take into account such expenditures for purposes of reviewing operations under the Plan and considering the annual renewal of the Plan.  The Distributor has indicated that it expects its expenditures to include, without limitation, the costs of: (i) printing and mailing to prospective investors of Fund prospectuses, statements of additional information, any supplements thereto, and shareholder reports; (ii) development, preparation, printing, and mailing of advertisements, sales literature, and other promotional materials describing and/or relating to shares of the Fund; (iii) holding seminars and sales meetings designed to promote the distribution of Fund shares; (iv) obtaining information and providing explanations to wholesale and retail distributors of the Fund's investment objectives and policies and other information about the Fund; (v) training sales personnel regarding the sale of shares of the Fund; and (vi) any other activity that the Distributor determines is intended to result in the sale of Fund shares.  The Distributor may also use a portion of the 12b-1 fees received to provide compensation to financial intermediaries and third-party broker-dealers for their services in connection with the sale of Fund shares.  From time to time, the Distributor may pay additional amounts from its own resources to dealers for aid in distribution or for aid in providing administrative services to shareholders.  All of the distribution expenses incurred by the Distributor and others, such as broker dealers, in excess of the amount paid by a Fund will be borne by such persons without any reimbursement from a Fund.
The Plans and the Distribution Agreement have been approved by the Trustees, including a majority of the Trustees who are not "interested persons" (as defined in the Investment Company Act) of the Trust and who have no direct or indirect financial interest in the Plans or any related agreements, by vote cast in person at a meeting duly called for the purpose of voting on the Plans and the Distribution Agreement.  Continuation of the Plans and the Distribution Agreement must be approved annually by the Trustees in the same manner as specified above.
51

Each year the Trustees must determine whether continuation of each of the Plans is in the best interest of shareholders of the Funds and that there is a reasonable likelihood of it providing a benefit to the Funds.  The Trustees have made such a determination for the current year of operations under the Plans.  The Plans, the Distribution Agreement, and any dealer agreement with any broker/dealers (each, a "Dealer Agreement") may be terminated at any time without penalty by a majority of those Trustees who are not "interested persons" or, with respect to a particular class of shares, by a majority vote of the outstanding voting stock of that class.  Any amendment materially increasing the maximum percentage payable under the Plans, with respect to a particular class of shares, must likewise be approved by a majority vote of the outstanding shares of that class, as well as by a majority vote of those Trustees who are not "interested persons."  Any other material amendment to the Plans must be approved by a majority vote of the Trustees including a majority of the noninterested Trustees having no interest in the Plans.  In order for the Plans to remain effective, the selection and nomination of Trustees who are not "interested persons" of the Trust must be effected by the Trustees who themselves are not "interested persons" and who have no direct or indirect financial interest in the Plans.  Persons authorized to make payments under the Plans must provide written reports at least quarterly to the Trustees for their review.
The following shows the total dollar amounts that each Fund paid under the Plan for the last three fiscal years:
Fund
2016
2015
2014
Alpha Risk Hedged Dividend Equity Fund
$5,627
$2,769
$798
Cavalier Dynamic Growth Fund
$11,780
$11,737
$9,840
Cavalier Adaptive Income Fund
$10,477
$8,057
$7,306
Cavalier Hedged High Income Fund
$6,417
$6,305
$2,351
Cavalier Global Opportunities Fund
$65,432
$21,129
$794
Cavalier Tactical Rotation Fund
$87,821
$34,155
$2,988
Cavalier Dividend Income Fund
$962
$1,416
$541
Cavalier Multi Strategist Fund
$3,324
$2,347
$297
Cavalier Fundamental Growth Fund
$79,301
$21,776
$370
Transfer Agent.   The Trust has entered into a Dividend Disbursing and Transfer Agent Agreement with Nottingham Shareholder Services, LLC ("Transfer Agent"), a North Carolina limited liability company, to serve as transfer, dividend paying, and shareholder servicing agent for the Funds. The address of the Transfer Agent is 116 South Franklin Street, Post Office Box 4365, Rocky Mount, North Carolina 27803-0365.
Custodian.   UMB Bank, n.a., with its principal place of business located in Kansas City, Missouri, serves as custodian for the Funds' assets.  The custodian acts as the depository for the Funds, safe keeps their portfolio securities, collects all income and other payments with respect to portfolio securities, disburses monies at the Funds' request, and maintains records in connection with its duties as custodian.  For its services, the custodian is entitled to receive a monthly fee from the Administrator based on the average net assets of each Fund plus additional out-of-pocket and transaction expenses as incurred by the Funds.  The Custodian's compensation is subject to a minimum annual amount of $5,000 for each Fund.
Compliance Services Administrator.   The Trust has entered into a compliance services arrangement with Cipperman Compliance Services, LLC, located at 500 East Swedesford Road, Suite 104, Wayne, Pennsylvania, 19087. The Trust's Chief Compliance Officer will prepare and update the Trust's compliance manual and monitor and test compliance with the policies and procedures under the Trust's compliance manual.
Independent Registered Public Accounting Firm.   The Trustees have selected the firm of BBD, LLP to serve as the independent registered public accounting firm for the Funds for the current fiscal year and to audit the annual financial statements of the Funds, and prepare the Funds' federal, state, and excise tax returns.  The independent registered public accounting firm will audit the financial statements of the Funds at least once each year.  Shareholders will receive annual audited and semi-annual (unaudited) reports when published and written confirmation of all transactions in their account.  A copy of the most recent annual report will accompany the Statement of Additional Information whenever a shareholder or a prospective investor requests it.
52

Legal Counsel.   Holland & Knight LLP serves as legal counsel to the Trust and the Fund.
Additional Payments to Financial Firms.  The Distributor, Cavalier Investments and their affiliates may from time to time make payments and provide other incentives to financial firms as compensation for services such as providing the Funds with "shelf space." or a higher profile for the financial firms' financial advisors and their customers, placing the Funds on the financial firms' preferred or recommended fund list or otherwise identifying the Funds as being part of a complex to be accorded a higher degree of marketing support than complexes not making such payments, granting the Distributor access to the financial firms' financial advisors (including through the firms' internet websites or in customer newsletters, providing assistance in training and educating the financial firms' personnel, and furnishing marketing support and other specified services. The actual services provided, and the payments made for such services, vary from firm to firm. These payments may be significant to the financial firms.
A number of factors will be considered in determining the amount of these additional payments to financial firms. On some occasions, such payments may be conditioned upon levels of sales, including the sale of a specified minimum dollar amount of the shares of a Fund and/or all of the Funds and/or other funds sponsored by the Distributor, Cavalier Investments and their affiliates together or a particular class of shares, during a specified period of time. The Distributor, Cavalier Investments and their affiliates also may make payments to one or more financial firms based upon factors such as the amount of assets a financial firm's clients have invested in the Funds and the quality of the financial firm's relationship with the Distributor, Cavalier Investments and their affiliates.
In addition to the payments described above, further amounts may be paid to financial firms for providing services with respect to shareholders holding Fund shares in nominee or street name, including, but not limited to, the following services: providing explanations and answering inquiries regarding the Funds and their accounts; providing recordkeeping and other administrative services, including preparing record date shareholder lists for proxy solicitation; maintaining records of and facilitating shareholder purchases and redemptions; processing and mailing transaction confirmations, periodic statements, prospectuses, shareholder reports, shareholder notices and other Securities and Exchange Commission-required communications to shareholders; providing periodic statements to certain benefit plans and participants in such plans of the Funds held for the benefit of each participant in the plan; processing, collecting and posting distributions to their accounts; issuing and mailing dividend checks to shareholders who have selected cash distributions; assisting in the establishment and maintenance of shareholder accounts; providing account designations and other information; capturing and processing tax data; establishing and maintaining automatic withdrawals and automated investment plans and shareholder account registrations; providing sub-accounting services; providing recordkeeping services related to purchase and redemption transactions, including providing such information as may be necessary to assure compliance with applicable blue sky requirements; and performing similar administrative services as requested by the Distributor, Cavalier Investments or their affiliates to the extent that the firm is permitted by applicable statute, rule or regulation to provide such information or services. The actual services provided, and the payments made for such services, vary from firm to firm.
For these services, Cavalier Investments, the Distributor or their affiliates, may pay or cause to be paid: (i) an annual fee with respect to Class P shares of up to 0.25% per annum of the value of the assets in the relevant accounts. In addition, Cavalier Investments, the Distributor or their affiliates may pay or cause to be paid financial firms a flat fee to cover certain set-up costs by Fund or share class. These payments, taken together in the aggregate, may be material to financial firms relative to other compensation paid by a Fund and/or Cavalier Investments, the Distributor and their affiliates and may be in addition to any (i) distribution and/or servicing (12b-1) fees, and (ii) marketing support, revenue sharing or "shelf space" fees. The additional servicing payments and set-up fees described above may differ depending on the Fund and may vary from amounts paid to the Trust's transfer agent for providing similar services to other accounts.
The additional payments described above may be made from the Distributor's or Cavalier Investments' (or their affiliates') own assets (and sometimes, therefore referred to as "revenue sharing") pursuant to agreements with broker-dealers or other financial firms and do not change the price paid by investors for the purchase of a Fund's shares or the amount a Fund will receive as proceeds from such sales. These payments may be made to financial firms (as selected by the Distributor or Cavalier Investments) that have sold significant amounts of shares of the Funds. The level of payments made to a financial firm in any future year will vary. In some cases, the payments described in the preceding sentence may be subject to certain minimum payment levels.
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As of August 31, 2016 , the Distributor and Cavalier Investments anticipate that the firms that will receive the additional payments for marketing support, shelf space or other services as described above include:
LPL Financial
Cavalier Investments and the Distributor expect that additional firms may be added to this list from time to time.
If investment advisers, distributors or affiliated persons of mutual funds make or cause to be made payments and provide other incentives in differing amounts, financial firms and their financial advisors may have financial incentives for recommending a particular mutual fund over other mutual funds. In addition, depending on the arrangements in place at any particular time, a financial firm and its financial advisors also may have a financial incentive for recommending a particular share class over other share classes. Because financial firms and plan recordkeepers may be paid varying amounts per class for sub-accounting and related recordkeeping services, the service requirements of which also may vary by class, this may create an additional incentive for financial firms and their financial advisors to favor one fund complex over another or one fund class over another. You should review carefully any disclosure by the financial firm or plan recordkeepers as to its compensation.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Reference is made to "Purchasing Shares" and "Redeeming Shares" in the Funds' prospectus for more information concerning how to purchase and redeem shares.  The following information supplements the information regarding share purchases and share redemptions in the Funds' prospectus:
Purchases.   Institutional and Advisor Class shares of the Funds are offered and sold on a continuous basis and may be purchased through authorized investment dealers or directly by contacting the Distributor, or the Funds directly. Class P shares are only available through financial firms. Selling dealers have the responsibility of transmitting orders promptly to the Funds.  The purchase price of shares of the Funds is based on the net asset value next determined after the order is received, subject to the order being accepted by the Funds in good form.  Net asset value is normally determined at the time regular trading closes on the New York Stock Exchange on days the New York Stock Exchange is open for regular trading (currently 4:00 p.m. Eastern Time, Monday through Friday, except when the New York Stock Exchange closes earlier), as described under "Net Asset Value" above.  The net asset value per share of the Funds is not calculated on business holidays when the New York Stock Exchange is closed.  An order received prior to the time regular trading closes on the New York Stock Exchange will be executed at the price calculated on the date of receipt and an order received after the time regular trading closes on the New York Stock Exchange will be executed at the price calculated as of that time on the next business day.
The Funds reserve the right in its sole discretion: (i) to suspend the offering of its shares; (ii) to reject purchase orders when in the judgment of management such rejection is in the best interest of the Funds and their shareholders; and (iii) to reduce or waive the minimum for initial and subsequent investments under circumstances where certain economies can be achieved in sales of Fund shares.
Sales Charges.   No front-end sales charge is imposed with respect to the Institutional Class Shares, Advisor Class Shares, or Class P Shares of the Funds.  A 1.00% contingent deferred sales charge is imposed with respect to Advisor Class Shares redeemed within the first year of purchase.  The Distributor may, out of its own resources and assets or through an existing financing arrangement with the Advisor, pay commissions to broker-dealers for selling Advisor Class Shares, at net asset value, which at the time of investment would have been subject to the imposition of a contingent deferred sales charge if redeemed.  The Distributor may pay such broker-dealers a commission of up to 1% of the amount invested in Advisor Class Shares subject to a contingent deferred sales charge.  Should the Distributor decide to pay such commissions to broker-dealers through its existing financing arrangement with the Advisor, the financing arrangement will work as follows.  The Advisor will forward to the Distributor a payment equal to an estimated amount of commissions.  When the Distributor pays a commission to a broker-dealer for selling Advisor Class Shares, the Advisor will receive payments under the applicable Fund's Rule 12b-1 Plan for one year following the sale of such Advisor Class Shares.  These payments will equal 1.00% of the average daily net assets of the Advisor Class Shares that were sold.  If Advisor Class Shares are redeemed, then the Advisor will receive any contingent deferred sales charges collected by the Distributor and will no longer receive payments under the applicable Fund's Rule 12b-1 Plan with respect to the redeemed shares.  In the event that the Distributor pays such commissions out of its own resources (and not under such a financing arrangement), the Distributor may then receive any contingent deferred sales charges imposed on redemptions of those shares and all or a portion of the compensation with respect to those shares under the Funds' Rule 12b-1 Plans.  From time to time dealers who receive dealer discounts and brokerage commissions from the Distributor may reallow all or a portion of such dealer discounts and brokerage commissions to other dealers or brokers.  Pursuant to the terms of the Distribution Agreement, the sales charge payable to the Distributor and the dealer discounts may be suspended, terminated, or amended.
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Redemptions.   The Funds may suspend redemption privileges or postpone the date of payment (i) during any period that the New York Stock Exchange is closed for other than customary weekend and holiday closings, or that trading on the New York Stock Exchange is restricted as determined by the SEC; (ii) during any period when an emergency exists as defined by the rules of the SEC as a result of which it is not reasonably practicable for the Funds to dispose of securities owned by it, or to determine fairly the value of its assets; and (iii) for such other periods as the SEC may permit.  The Funds may also suspend or postpone the recordation of the transfer of shares upon the occurrence of any of the foregoing conditions.  Any redemption may be more or less than the shareholder's cost depending on the market value of the securities held by the Funds.  No charge is made by the Funds for redemptions other than the possible charge for wiring redemption proceeds. Class P Shares may only be redeemed through the investor's financial firm. Please contact the financial firm for details.
Involuntary Redemptions.   In addition to the situations described in the Funds' prospectus under "Redeeming Fund Shares," the Funds may redeem shares involuntarily to reimburse the Funds for any loss sustained by reason of the failure of a shareholder to make full payment for shares purchased by the shareholder or to collect any charge relating to a transaction effected for the benefit of a shareholder which is applicable to Fund shares as provided in the Funds' prospectus from time to time or to close a shareholder's account if the Funds are unable to verify the shareholder's identity.  Such redemptions will not be subject to an otherwise applicable contingent deferred sales charge.
Other Information.   If an investor realizes a gain on the redemption, the reinvestment will not affect the amount of any federal capital gains tax payable on the gain.  If an investor realizes a loss on the redemption, the reinvestment may cause some or all of the loss to be disallowed as a tax deduction, depending on the number of shares purchased by reinvestment and the period of time that has elapsed after the redemption, although for tax purposes, the amount disallowed is added to the cost of the shares acquired upon the reinvestment.

SPECIAL SHAREHOLDER SERVICES
The Funds offer the following special shareholder services:
Regular Account.   The regular account allows for voluntary investments to be made at any time.  Available to individuals, custodians, corporations, trusts, estates, corporate retirement plans, and others, investors are free to make additions to or withdrawals from their account.  When an investor makes an initial investment in a Fund, a shareholder account is opened in accordance with the investor's registration instructions.  Each time there is a transaction in a shareholder account, such as an additional investment or the reinvestment of a dividend or distribution, the shareholder will receive a confirmation statement showing the current transaction and all prior transactions in the shareholder account during the calendar year to date, along with a summary of the status of the account as of the transaction date.  As stated in the Funds' prospectus, share certificates are normally not issued.
Automatic Investment Plan. The automatic investment plan enables shareholders to make regular monthly or quarterly investments in shares through automatic charges to their checking account.  With shareholder authorization and bank approval, the Administrator will automatically charge the checking account for the amount specified ($50 minimum) which will be automatically invested in shares at the public offering price on or about the 21st day of the month.  The shareholder may change the amount of the investment or discontinue the plan at any time by writing to the Funds.
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Purchases In Kind.   The Funds may accept securities in lieu of payment for the purchase of shares in a Fund.  The acceptance of such securities is at the sole discretion of the Advisor based upon the suitability of the securities accepted for inclusion as a long-term investment of the Funds, the marketability of such securities, and other factors that the Advisor may deem appropriate.  If accepted, the securities will be valued using the same criteria and methods as described in "Purchase and Redemption Price – Determining the Funds' Net Asset Value" in the Funds' prospectus.
Systematic Withdrawal Plan.   Shareholders owning shares of a particular class with a value of $5,000 or more may establish a systematic withdrawal plan ("Systematic Withdrawal Plan") for the applicable class of shares.  A shareholder may receive monthly or quarterly payments, in amounts of not less than $50 per payment, by authorizing the Funds to redeem the necessary number of shares periodically (each month or quarterly) in order to make the payments requested.  The Funds have the capability of electronically depositing the proceeds of the systematic withdrawal directly to the shareholders personal bank account ($5,000 minimum per bank wire).  Instructions for establishing this service are included in the Fund Shares Application, enclosed in the Funds' prospectus, or are available by calling the Funds.  If the shareholder prefers to receive his systematic withdrawal proceeds in cash, or if such proceeds are less than the $5,000 minimum for a bank wire, checks will be made payable to the designated recipient and mailed with-in seven days of the valuation date.  If the designated recipient is other than the registered shareholder, the signature of each shareholder must be guaranteed on the application (see "Redeeming Shares – Signature Guarantees" in the Funds' prospectus).  A corporation (or partnership) must also submit a "Corporate Resolution" (or "Certification of Partnership") indi-cat-ing the names, titles, and required number of signatures auth-orized to act on its behalf.  The application must be signed by a duly authori-zed officer(s) and the corporate seal affixed.  Contingent deferred sales charges will not apply to shares redeemed under this plan.  Costs in conjunction with the administration of the plan are borne by the Funds.  Shareholders should be aware that such systematic withdrawals may deplete or use up entirely their initial investment and may result in real-ized long-term or short-term capital gains or losses.  The Syste-matic Withdrawal Plan may be terminated at any time by the Funds upon 60-days' written notice or by a shareholder upon written notice to the Funds.  Applications and further details may be obtained by calling the Funds at 1-800-773-3863 or by writing to:
Cavalier Funds
c/o Nottingham Shareholder Services
116 South Franklin Street
Post Office Box 4365
Rocky Mount, NC 27803-0365
Redemptions In-Kind. The Funds do not intend, under normal circumstances, to redeem its securities by payment in kind.  It is possible, however, that conditions may arise in the future which would, in the opinion of the Trustees, make it undesirable for a Fund to pay for all redemptions in cash.  In such case the Trustees may authorize payment to be made in readily marketable portfolio securities of a Fund.  Securities delivered in payment of redemptions would be valued at the same value assigned to them in computing the net asset value per share.  Shareholders receiving them would incur brokerage costs when these securities are sold.  An irrevocable election has been filed under Rule 18f‑1 of the Investment Company Act of 1940, wherein each Fund committed to pay redemptions in cash, rather than in kind, to any shareholder of record of a Fund who redeems during any ninety day period, the lesser of (a) $250,000 or (b) one percent (1%) of the Fund's net asset value at the beginning of such period.
Transfer of Registration.   To transfer shares to another owner, send a written request to the Funds at the address shown above.  Your request should include the following:  (i) the Fund name and existing account registration; (ii) signatures of the registered owners exactly as the signatures appear on the account registration; (iii) the new account registration, address, social security or taxpayer identification number, and how dividends and capital gains are to be distributed; (iv) signature guarantees (See the Funds' prospectus under the heading "Signature Guarantees"); and (v) any additional documents which are required for transfer by corporations, administrators, executors, trustees, guardians, etc.  If you have any questions about transferring shares, call or write the Funds.
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Employees and Affiliates of the Funds.   The Funds have adopted initial investment minimums for the purpose of reducing the cost to the Funds (and consequently to the shareholders) of communicating with and servicing its shareholders.  At the discretion of the Advisor, the Funds may allow investments in the Funds with a reduced minimum initial investment from its Trustees, officers, and employees; the Advisor and certain parties related thereto; including clients of the Advisor or any sponsor, officer, committee member thereof, or the immediate family of any of them.  In addition, accounts having the same mailing address may be aggregated for purposes of the minimum investment if they consent in writing to sharing a single mailing of shareholder reports, proxy statements (but each such shareholder would receive his/her own proxy), and other Fund literature.
Dealers.   The Distributor, at its expense, may provide additional compensation in addition to dealer discounts and brokerage commissions to dealers in connection with sales of shares of the Funds.  Compensation may include financial assistance to dealers in connection with conferences, sales or training programs for their employees, seminars for the public, advertising campaigns regarding the Funds, and/or other dealer-sponsored special events.  In some instances, this compensation may be made available only to certain dealers whose representatives have sold or are expected to sell a significant amount of such shares.  Compensation may include payment for travel expenses, including lodging, incurred in connection with trips taken by invited registered representatives and members of their families to locations within or outside of the United States for meetings or seminars of a business nature.  Dealers may not use sales of the Fund shares to qualify for this compensation to the extent such may be prohibited by the laws of any state or any self-regulatory agency, such as the Financial Industries Regulatory Authority.  None of the aforementioned compensation is paid directly by the Funds or their shareholders although the Distributor may use a portion of the payment it receives under the Plan to pay these expenses.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Trustees have adopted a policy that governs the disclosure of portfolio holdings.  This policy is intended to ensure that such disclosure is in the best interests of the shareholders of the Funds and to address possible conflicts of interest.  Under the Funds' policy, the Funds generally will not disclose the Funds' portfolio holdings to a third party unless such information is made available to the public.  The policy provides that the Funds may disclose non-public portfolio holdings information as required by law and under other limited circumstances that are set forth in more detail below.
The Funds may make portfolio holdings information available to the public, including the complete portfolio holdings from the previous business day.  Each Fund will generally make this information available to the public on the web pages noted in the following chart:
Cavalier Dividend Income Fund
http://www.ncfunds.com/holdings/current-848.htm
Cavalier Dynamic Growth Fund
http://www.ncfunds.com/holdings/current-800.htm
Cavalier Adaptive Income Fund
http://www.ncfunds.com/holdings/current-801.htm
Cavalier Fundamental Growth Fund
http://www.ncfunds.com/holdings/current-872.htm
Cavalier Hedged High Income Fund
http://www.ncfunds.com/holdings/current-854.htm
Cavalier Multi Strategist Fund
http://www.ncfunds.com/holdings/current-860.htm
Alpha Risk Hedged Dividend Equity Fund
http://www.ncfunds.com/holdings/current-857.htm
Cavalier Tactical Rotation Fund
http://www.ncfunds.com/holdings/current-851.htm
Cavalier Global Opportunities Fund
http://www.ncfunds.com/holdings/current-863.htm

This information is also generally available on a quarterly basis within 60 days of the Funds' fiscal quarter end and will remain available until the next fiscal quarter's portfolio holdings report becomes available.  You may obtain a copy of these quarterly portfolio holdings reports by calling the Funds at 1-800-773-3863.  The Funds will also file these quarterly portfolio holdings reports with the SEC on Form N-CSR or Form N-Q, as applicable.  The Funds' Form N-CSR and Form N-Q are available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC.  The first and third quarter portfolio holdings reports will be filed with the SEC on Form N-Q and the second and fourth fiscal quarter portfolio holdings reports will be included with the semi-annual and annual financial statements, respectively, which are sent to shareholders and filed with the SEC on Form N-CSR.
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To the extent that a Fund's portfolio holdings have previously been disclosed publicly either through a filing made with the SEC on Form N-CSR or Form N-Q, or by being posted to the Funds' website, such holdings may also be disclosed to any third party that requests them.
Consistent with policies approved by the Board, the officers of the Funds will share non-public portfolio holdings information with the Funds' service providers that require such information for legitimate business and Fund oversight purposes.  Recipients of non-public portfolio holdings information have a duty not to trade on that confidential information.   The Funds have not (and do not intend to) enter into any arrangement providing for the receipt of compensation or other consideration in exchange for the disclosure of non-public portfolio holdings information, other than the benefits that result to the Funds and their shareholders from providing such information, which include the publication of Fund ratings and rankings.
The Advisor, as well as the custodian, fund accountant and administrator, and compliance services administrator, have full daily access to the Funds' portfolio holdings.  These service providers are subject to obligations requiring them to keep non-public portfolio holdings information confidential.  In some, but not all, cases these confidentiality obligations are established by written agreements.  The Board of Trustees has concluded that the confidentiality obligations in place for these parties are adequate to safeguard the Fund from unauthorized disclosure of non-public portfolio holdings information.  In addition, the Advisor has a code of ethics that prohibits covered persons from disclosing or trading based on non-public portfolio holdings information.
The Funds' distributor, transfer agent, independent public accountants, and legal counsel have access to the Funds' portfolio holdings on an ad hoc, as needed basis.  The distributor and transfer agent are subject to written agreements that establish confidentiality obligations with respect to the Funds' portfolio holdings.  The independent public accountants and legal counsel are subject to professional obligations that require them to keep non-public portfolio holdings information confidential.  The Board of Trustees has concluded that the confidentiality obligations in place for these parties are adequate to safeguard the Fund from unauthorized disclosure of non-public portfolio holdings information.
Riverside Printing, Inc. and PrinterLink Communications Group, Inc. are financial printers the Funds may engage for, among other things, the printing and/or distribution of regulatory and compliance documents.  These service providers are subject to written agreements that establish confidentiality obligations with respect to the Funds' portfolio holdings.
The Funds and their service providers may also provide non-public portfolio holdings information to appropriate regulatory agencies as required by applicable laws and regulations.
The Funds currently do not provide non-public portfolio holdings information to any other third parties.  In the future, the Advisor may establish ongoing arrangements with other third parties if the Advisor determines that the Funds have a legitimate business purpose for doing so, determines that the disclosure is in the shareholders' best interest, and the recipient is subject to a duty of confidentiality.  These parties could include, by way of example, financial data processing companies that provide automated data scanning and monitoring services for the Funds, research companies that allow the Advisor to perform attribution analysis for the Funds; and the Advisor's proxy voting agent to assess and vote proxies on behalf of the Funds.  The Advisor is responsible for determining which other third parties have a legitimate business purpose for receiving the Funds' portfolio holdings information.
The Funds' policy regarding disclosure of portfolio holdings is subject to the continuing oversight and direction of the Trustees.  Oversight includes: (i) review and approval of the policy on disclosure of portfolio holdings as necessary, including review of the parties receiving non-public portfolio holdings information; (ii) periodic assessment of compliance in connection with a report from the Trust's Chief Compliance Officer, (iii) receipt of reports on any conflicts of interest where disclosure of information about portfolio holdings may conflict or appear to conflict with the interests of the Funds' investment advisor, any principal underwriter for the Trust or an affiliated person of the Trust, and (iv) receipt of reports on any known disclosure of the Funds' portfolio holdings to unauthorized third parties.  The Funds and Advisor are obligated to report issues that arise under the policy on disclosure of portfolio holdings to the Chief Compliance Officer.  Material compliance matters must be reported to the Board of Trustees.
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NET ASSET VALUE
The net asset value and net asset value per share of each class of shares of the Funds normally is determined at the time regular trading closes on the New York Stock Exchange (currently 4:00 p.m., New York time, Monday through Friday), except when the New York Stock Exchange closes earlier.  The Funds' net asset value for each class of shares is not calculated on business holidays when the New York Stock Exchange is closed.  The New York Stock Exchange generally recognizes the following holidays:  New Year's Day, Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.  Any other holiday recognized by the New York Stock Exchange will be deemed a business holiday on which the net asset value of each class of shares of the Funds will not be calculated.
The net asset value per share of each class of shares of the Funds is calculated separately by adding the value of a Fund's securities and other assets belonging to the Fund and attributable to a class of shares, subtracting the liabilities charged to the Fund and to the class of shares, and dividing the result by the number of outstanding shares of such class of shares.  "Assets belonging to" a Fund consist of the consideration received upon the issuance of shares of the Fund together with all net investment income, realized gains/losses and proceeds derived from the investment thereof, including any proceeds from the sale of such investments, any funds or payments derived from any reinvestment of such proceeds, and a portion of any general assets of the Trust not belonging to a particular Fund.  Income, realized and unrealized capital gains and losses, and any expenses of a Fund not allocated to a particular class of shares will be allocated to each class on the basis of the net asset value of that class in relation to the net asset value of the Fund.  Assets belonging to a Fund are charged with the direct liabilities of the Fund and with a share of the general liabilities of the Trust, which are normally allocated in proportion to the number of or the relative net asset values of all of the Trust's series at the time of allocation or in accordance with other allocation methods approved by the Trustees.  Certain expenses attributable to a particular class of shares (such as the distribution and service fees) will be charged against that class.  Certain other expenses attributable to a particular class of shares (such as registration fees, professional fees, and certain printing and postage expenses) may be charged against that class if such expenses are actually incurred in a different amount by that class or if the class receives services of a different kind or to a different degree than other classes, and the Trustees approve such allocation.  Subject to the provisions of the Trust Instrument, determinations by the Trustees as to the direct and allocable liabilities, and the allocable portion of any general assets, with respect to the Fund and the classes of the Funds are conclusive.
The pricing and valuation of portfolio securities is determined in good faith in accordance with procedures established by, and under the direction of, the Trustees.  Values are determined according to accepted accounting practices and all laws and regulations that apply.  Using methods approved by the Trustees, the assets of the Fund are valued as follows:
·
Securities that are listed on a securities exchange are valued at the last quoted sales price at the time the valuation is made.  Price information on listed securities is taken from the exchange where the security is primarily traded by the Funds.
 
·
Securities that are listed on an exchange and which are not traded on the valuation date are valued at the bid price.
 
·
Unlisted securities for which market quotations are readily available are valued at the latest quoted sales price, if available, at the time of valuation, otherwise, at the latest quoted bid price.
 
·
Options are valued at the mean of the last quoted bid and ask prices at the time of valuation.
 
·
Foreign securities listed on foreign exchanges are valued with quotations from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates.
 
·
Temporary cash investments with maturities of 60 days or less will be valued at amortized cost, which approximates market value.
 
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Securities for which no current quotations are readily available are valued at fair value as determined in good faith using methods approved by the Trustees.  Securities may be valued on the basis of prices provided by a pricing service when such prices are believed to reflect the fair market value of such securities.
ADDITIONAL TAX INFORMATION
The following summarizes certain additional tax considerations affecting each Fund and its shareholders that are not described in the Prospectuses.  No attempt is made to present a detailed explanation of the tax treatment of each Fund, its shareholders, or any special category of shareholders.  The discussions here and in the Prospectuses are not intended as a substitute for careful tax planning and are based on tax laws and regulations that are in effect on the date hereof, and which may be changed by legislative, judicial, or administrative action.  In addition, no attempt is made to address tax concerns applicable to an investor with a special tax status such as a financial institution, REIT, insurance company, regulated investment company, individual retirement account, other tax-exempt entity, dealer in securities or non-U.S. investor.  Furthermore, this discussion does not reflect possible application of the alternative minimum tax.  Unless otherwise noted, this discussion assumes the common shares are held by U.S. persons and that such shares are held as capital assets.  Investors are advised to consult their tax advisors with specific reference to their own tax situations.
Each series of the Trust, including each Fund, will be treated as a separate corporate entity under the Internal Revenue Code of 1986, as amended ("Code"), and intends to qualify or remain qualified as a regulated investment company under Subchapter M of the Code.  In order to so qualify, each series must elect to be a regulated investment company or have made such an election for a previous year and must satisfy certain requirements relating to the amount of distributions and source of its income for a taxable year.  At least 90% of the gross income of each series must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stocks, securities or foreign currencies, and other income derived with respect to the series' business of investing in such stock, securities, currencies and net income derived from an interest in a qualified publicly traded partnership.  Any income derived by a series from a partnership (other than a qualified publicly traded partnership) or trust is treated as derived with respect to the series' business of investing in stock, securities or currencies only to the extent that such income is attributable to items of income that would have been qualifying income if realized by the series in the same manner as by the partnership or trust.
An investment company may not qualify as a regulated investment company for any taxable year unless it satisfies certain requirements with respect to the diversification of its investments at the close of each quarter of the taxable year.  In general, at least 50% of the value of its total assets must be represented by cash, cash items, government securities, securities of other regulated investment companies and other securities which, with respect to any one issuer, do not represent more than 5% of the total assets of the fund nor more than 10% of the outstanding voting securities of such issuer.  In addition, not more than 25% of the value of the fund's total assets may be invested in the securities (other than government securities or the securities of other regulated investment companies) of any one issuer; the securities of two or more issuers (other than securities of another regulated investment company) if the issuers are controlled by the Fund and they are, pursuant to Internal Revenue Service Regulations, engaged in the same or similar or related trades or businesses; or the securities of one or more publicly traded partnerships.  Each Fund intends to satisfy all requirements on an ongoing basis for continued qualification as a regulated investment company.
Certain qualifying corporate dividends are taxable at long-term capital gains tax rates to individuals.  For tax years beginning after December 31, 2002, the long-term capital gains rate for individual taxpayers is currently at a rate of 15% for individuals who are subject to the 25% (or greater) tax bracket on their ordinary income and whose taxable income is less than $400,000 ($450,000 for married filing jointly) and at 20% for most individuals whose taxable income is more than $400,000.  Some, but not all, of the dividends paid by the Funds may be taxable at the reduced long-term capital gains tax rate for individual shareholders.  If a Fund designates a dividend as qualified dividend income, it generally will be taxable to individual shareholders at the long-term capital gains tax rate, provided certain holding period requirements are met.
Taxable dividends paid by the Funds to corporate shareholders will be taxed at corporate income tax rates.  Corporate shareholders may be entitled to a dividends received deduction ("DRD") for a portion of the dividends paid and designated by the Funds as qualifying for the DRD.
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If a Fund designates a dividend as a capital gains distribution, it generally will be taxable to shareholders as long-term capital gains, regardless of how long the shareholders have held their Fund shares or whether received in cash or reinvested in additional shares.  All taxable dividends paid by the Funds other than those designated as qualified dividend income or capital gains distributions will be taxable as ordinary income to shareholders, whether received in cash or reinvested in additional shares.  To the extent the Funds engage in increased portfolio turnover, short-term capital gains may be realized, and any distribution resulting from such gains will be considered ordinary income for federal tax purposes.
For tax years beginning after December 31, 2012 and after, certain individuals, estates and trusts must pay a 3.8% Medicare surtax on "net investment income" including, among other things, dividends and proceeds of sale in respect of securities like the shares, subject to certain exceptions.  Prospective investors should consult with their own tax advisors regarding the effect, if any, of this surtax on their ownership and disposition of the shares.
Shareholders who hold Fund shares in a tax-deferred account, such as a retirement plan, generally will not have to pay tax on Fund distributions until they receive distributions from their account.
Each series of the Trust, including each Fund, will designate (i) any dividend of qualified dividend income as qualified dividend income; (ii) any tax-exempt dividend as an exempt-interest dividend; (iii) any distribution of long-term capital gains as a capital gain dividend; and (iv) any dividend eligible for the corporate DRD as such in a written notice mailed to shareholders within 60 days after the close of the series' taxable year.  Shareholders should note that, upon the sale or exchange of series shares, if the shareholder has not held such shares for at least six months, any loss on the sale or exchange of those shares will be treated as long-term capital loss to the extent of the capital gain dividends received with respect to the shares.
To the extent that a distribution from the Fund is taxable, it is generally included in a shareholder's gross income for the taxable year in which the shareholder receives the distribution.  However, if the Funds declare a dividend in October, November, or December but pay it in January, it will be taxable to shareholders as if they received it in the year it was declared.  Every year, each shareholder will receive a statement detailing the tax status of any Fund distributions for that year.
A 4% nondeductible excise tax is imposed on regulated investment companies that fail to currently distribute an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses).  Each series of the Trust, including each Fund, intends to make sufficient distributions or deemed distributions of its ordinary taxable income and any capital gain net income prior to the end of each calendar year to avoid liability for this excise tax.
If for any taxable year a series does not qualify for the special federal income tax treatment afforded regulated investment companies, all of its taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders).  In such event, dividend distributions (whether or not derived from interest on tax-exempt securities) would be taxable as qualified dividends to individual shareholders in taxable years beginning after December 31, 2002, to the extent of the Fund's current and accumulated earnings and profits, and would be eligible for the DRD for corporations, provided in each case that certain holding period and other requirements are met.
In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term, depending upon the shareholder's holding period for the Fund shares.  An exchange of shares may be treated as a sale and any gain may be subject to tax.
The Funds must report cost basis information to the Internal Revenue Service on Form 1099-B for any sale of shares purchased in non-retirement accounts after January 1, 2012.  Registered investment companies must select a default cost basis calculation method and apply that method to reportable sales of shares unless an alternate Internal Revenue Service approved method is specifically elected in writing by the shareholder.  Average cost, which is the mutual fund industry standard, has been selected as the Funds' default cost basis calculation method.  If a shareholder determines that an Internal Revenue Service approved cost basis calculation method other than the Funds' default method of average cost is more appropriate, the shareholder must contact the Funds at the time of or in advance of a reportable sale of shares that are to be subject to such alternate election. Internal Revenue Service regulations do not permit the change of a cost basis election on previously executed trades.  Cost basis information will not be reported to the IRS or shareholder upon the sale of any shares not covered by these cost basis reporting requirements.
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The Funds will be required in certain cases to withhold and remit to the U.S. Treasury a percentage equal to the fourth lowest tax rate for unmarried individuals (presently 28%) of taxable dividends or of gross proceeds realized upon sale paid to shareholders who (i) have failed to provide a correct taxpayer identification number in the manner required; (ii) are subject to back-up withholding by the Internal Revenue Service for failure to include properly on their return payments of taxable interest or dividends; or (iii) have failed to certify to the Funds that they are not subject to backup withholding when required to do so or that they are "exempt recipients."  Back-up withholding is not an additional tax.  Any amounts withheld from payments to you may be refunded or credited against your U.S. federal income tax liability, if any, provided that the required information is furnished to the Internal Revenue Service.
Depending upon the extent of each Fund's activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located, or in which it is otherwise deemed to be conducting business, the Fund may be subject to the tax laws of such states or localities.  In addition, in those states and localities that have income tax laws, the treatment of the Fund and its shareholders under such laws may differ from their treatment under federal income tax laws.
Dividends paid by the Funds to non-U.S. shareholders may be subject to U.S. withholding tax at the rate of 30% unless reduced by treaty (and the shareholder files a valid Internal Revenue Service Form W-8BEN, or other applicable form, with the Fund certifying foreign status and treaty eligibility) or the non-U.S. shareholder files an Internal Revenue Service Form W-8ECI, or other applicable form, with the Fund certifying that the investment to which the distribution relates is effectively connected to a United States trade or business of such non-U.S. shareholder (and, if certain tax treaties apply, is attributable to a United States permanent establishment maintained by such non-U.S. shareholder).  The Funds may elect not to withhold the applicable withholding tax on any distribution representing a capital gain dividend to a non-U.S. shareholder.  Special rules may apply to non-U.S. shareholders with respect to the information reporting requirements and withholding taxes and non-U.S. shareholders should consult their tax advisors with respect to the application of such reporting requirements and withholding taxes.
The Funds will send shareholders information each year on the tax status of dividends and distributions.  A dividend or capital gains distribution paid shortly after shares have been purchased, although in effect a return of investment, is subject to federal income taxation.  Dividends from net investment income, along with capital gains, will be taxable to shareholders, whether received in cash or Fund shares and no matter how long the shareholder has held Fund shares, even if they reduce the net asset value of shares below the shareholder's cost and thus, in effect, result in a return of a part of the shareholder's investment.
FINANCIAL STATEMENTS
The audited financial statements of the Funds for the fiscal year ended May 31, 2016 , including the financial highlights appearing in the Annual Report to shareholders, are incorporated by reference and made a part of this document.  You may request a copy of the Funds' annual and semi-annual reports at no charge by calling the Funds at 1-800-773-3863.
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APPENDIX A – DESCRIPTION OF RATINGS
The Funds may acquire from time to time certain securities that meet the following minimum rating criteria ("Investment-Grade Debt Securities") (or if not rated, of equivalent quality as determined by the Advisor).  The various ratings used by the nationally recognized securities rating services are described below.
A rating by a rating service represents the service's opinion as to the credit quality of the security being rated.  However, the ratings are general and are not absolute standards of quality or guarantees as to the creditworthiness of an issuer.  Consequently, the Advisor believes that the quality of Investment-Grade Debt Securities in which the Funds may invest should be continuously reviewed and that individual analysts give different weightings to the various factors involved in credit analysis.  A rating is not a recommendation to purchase, sell, or hold a security, because it does not take into account market value or suitability for a particular investor.  When a security has received a rating from more than one service, each rating is evaluated independently.  Ratings are based on current information furnished by the issuer or obtained by the rating services from other sources that they consider reliable.  Ratings may be changed, suspended, or withdrawn as a result of changes in or unavailability of such information, or for other reasons.
Standard & Poor's Ratings Services.   The following summarizes the highest four ratings used by Standard & Poor's Ratings Services ("S&P"), a division of McGraw-Hill Companies, Inc., for bonds which are deemed to be Investment‑Grade Debt Securities by the Advisor:
AAA – This is the highest rating assigned by S&P to a debt obligation and indicates an extremely strong capacity of the obligor to meet its financial commitment on the obligation.
AA – Debt rated AA differs from AAA issues only in a small degree.  The obligor's capacity to meet its financial commitment on the obligation is very strong.
A – Debt rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher‑rated categories.  However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
BBB – Debt rated BBB exhibits adequate protection parameters.  However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
To provide more detailed indications of credit quality, the AA, A, and BBB ratings may be modified by the addition of a plus or minus sign to show relative standing within these major rating categories.
Bonds rated BB, B, CCC, CC, and C are not considered by the Advisor to be Investment‑Grade Debt Securities and are regarded as having significant speculative characteristics.  BB indicates the lowest degree of speculation and C the highest degree of speculation.  While such bonds may have some quality and protective characteristics, these may be outweighed by large uncertainties or major risk exposures to adverse conditions.
Commercial paper rated A‑1 by S&P indicates that the degree of safety regarding timely payment is strong.  Those issues determined to possess extremely strong safety characteristics are denoted A‑1+.  Capacity for timely payment on commercial paper rated A‑2 is satisfactory, but the relative degree of safety is not as high as for issues designated A‑1.
The rating SP‑1 is the highest rating assigned by S&P to short term notes and indicates strong capacity to pay principal and interest.  An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.  The rating SP‑2 indicates a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.  The rating SP-3 indicates a speculative capacity to pay principal and interest.
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Moody's Investor Service, Inc.   The following summarizes the highest four ratings used by Moody's Investors Service, Inc. ("Moody's") for fixed-income obligations with an original maturity of one year or more, which are deemed to be Investment-Grade Securities by the Advisor:
Aaa – Bond obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa – Bond obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A – Bond obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa – Bond obligations rated Baa are subject to moderate credit risk.  They are considered medium-grade and as such may possess certain speculative characteristics.
Obligations that are rated Ba, B, Caa, Ca, or C by Moody's are not considered "Investment-Grade Debt Securities" by the Advisor.  Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.  Obligations rated B are considered speculative and are subject to high credit risk.  Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa.  The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Short-Term Ratings.
Moody's short-term ratings are opinions of the ability of issuers to honor short-term financial obligations.  Ratings may be assigned to issuers, short-term programs, or individual short-term debt instruments.  Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
Moody's employs the following designations to indicate the relative repayment ability of rated issuers:
P-1 – Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2 – Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 – Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term debt obligations.
NP – Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor, or support-provider.
US Municipal Short-Term Debt And Demand Obligation Ratings.
Short-Term Debt Ratings.   There are three rating categories for short-term municipal obligations that are considered investment grade.  These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels – MIG 1 through MIG 3.  In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade.  MIG ratings expire at the maturity of the obligation.
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MIG 1 – This designation denotes superior credit quality.  Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2 – This designation denotes strong credit quality.  Margins of protection are ample, although not as large as in the preceding group.
MIG 3 – This designation denotes acceptable credit quality.  Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG – This designation denotes speculative-grade credit quality.  Debt instruments in this category may lack sufficient margins of protection.
Demand Obligation Ratings.   In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term debt rating and a demand obligation rating.  The first element represents Moody's evaluation of the degree of risk associated with scheduled principal and interest payments.  The second element represents Moody's evaluation of the degree of risk associated with the ability to receive purchase price upon demand ("demand feature"), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.
VMIG rating expirations are a function of each issue's specific structural or credit features.
VMIG 1 – This designation denotes superior credit quality.  Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2 – This designation denotes strong credit quality.  Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3 – This designation denotes acceptable credit quality.  Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG – This designation denotes speculative-grade credit quality.  Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
Fitch Ratings. The following summarizes the highest four ratings used by Fitch, Inc. ("Fitch"):
Long-Term Ratings.
AAA – Highest credit quality.  The rating AAA denotes that the lowest expectation of credit risk.  They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments.  This capacity is highly unlikely to be adversely affected by foreseeable events.
AA – Very high credit quality.  The rating AA denotes a very low expectation of credit risk.  They indicate very strong capacity for timely payment of financial commitments.  This capacity is not significantly vulnerable to foreseeable events.
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A – High credit quality.  The rating A denotes a low expectation of credit risk.  The capacity for timely payment of financial commitments is considered strong.  This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher rating.
BBB – Good credit quality.  The rating BBB indicates that there is currently a low expectation of credit risk.  The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity.  This is the lowest investment grade category.
Long-term securities rated below BBB by Fitch are not considered by the Advisor to be investment-grade securities.  Securities rated BB and B are regarded as speculative with regard to a possible credit risk developing.  BB is considered speculative and B is considered highly speculative.  Securities rated CCC, CC, and C are regarded as a high default risk.  A rating CC indicates that default of some kind appears probable, while a rating C signals imminent default.  Securities rated DDD, D, and D indicate a default has occurred.
Short-Term Ratings.
F1 – Highest credit quality.  The rating F1 indicates the strongest capacity for timely payment of financial commitments; may have an added (+) to denote any exceptionally strong credit feature.
F2 – Good credit quality.  The rating F2 indicates a satisfactory capacity for timely payment of financial commitment, but the margin of safety is not as great as in the case of the higher ratings.
F3 – Fair credit quality.  The rating F3 indicates the capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.
B – Speculative.  The rating B indicates minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.
Short-term rates B, C, and D by Fitch are considered by the Advisor to be below investment-grade securities.  Short-term securities rated B are considered speculative, securities rated C have a high default risk, and securities rated D denote actual or imminent payment default.
(+) or (-) suffixes may be appended to a rating to denote relative status within major rating categories.  Such suffixes are not added to long-term ratings "AAA" category, categories below "CCC", or short-term ratings other than "F1".  The suffix "NR" indicates that Fitch does not publicly rate the issuer or issue in question.
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APPENDIX B – PROXY VOTING POLICIES
The following proxy voting policies are provided:
(1) The Trust's Proxy Voting and Disclosure Policy; and
(2) The Advisors ' Proxy Voting and Disclosure Policy, including a detailed description of the Advisors ' specific proxy voting guidelines.
(3) The Sub-Advisors ' Proxy Voting and Disclosure Policy.

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Trust's Proxy Voting Disclosure Policy
The Securities and Exchange Commission has adopted rules and forms under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940 to require registered investment companies to provide disclosure about how they vote proxies for their portfolio securities.  Each series of shares of the Trust (individually and collectively referred to as the "Fund") is required to disclose the policies and procedures used to determine how to vote proxies for portfolio securities.  The Fund is also required to file with the Securities and Exchange Commission and to make available to their shareholders the specific proxy votes cast for portfolio securities.  This policy is designed to ensure that the Fund complies with these requirements and otherwise fulfills its obligations with respect to proxy voting, disclosure, and recordkeeping.  The overall goal is to ensure that the Fund's proxy voting is managed in an effort to act in the best interests of its shareholders.  While decisions about how to vote must be determined on a case-by-case basis, proxy voting decisions will be made considering these guidelines and following the procedures recited herein.
Specific Proxy Voting Policies and Procedures
A.       General
The Board of Trustees believes that the voting of proxies is an important part of portfolio management as it represents an opportunity for shareholders to make their voices heard and to influence the direction of a company.  The Trust and Fund are committed to voting corporate proxies in the manner that best serves the interests of the Fund's shareholders.
B.       Delegation to Fund's Investment Advisor
The Board of Trustees believes that the Fund's investment advisor is in the best position to make individual voting decisions for the Fund consistent with this policy.  Therefore, subject to the oversight of the Board of Trustees, the Fund's investment advisor is delegated the following duties:
1.
To make the proxy voting decisions for the Fund; and
2.
To assist the Fund in disclosing the Fund's proxy voting record as required by Rule 30b1-4 under the Investment Company Act of 1940, including providing the following information for each matter with respect to which the Fund was entitled to vote: (a) information identifying the matter voted on; (b) whether the matter was proposed by the issuer or by a security holder; (c) whether and how the Fund cast its vote; and (d) whether the Fund cast its vote for or against management.
The Board of Trustees, including a majority of the Independent Trustees, shall approve the Proxy Voting and Disclosure Policy of the Fund's investment advisor as it relates to the Fund.  The Board of Trustees shall also approve any material changes to such policy no later than six (6) months after adoption by the Fund's investment advisor.
C.       Conflicts
In cases where a matter with respect to which a Fund is entitled to vote presents a conflict between the interest of the Fund's shareholders, on the one hand, and those of the Fund's investment advisor, principal underwriter, or an affiliated person of the Fund, its investment advisor or principal underwriter, on the other hand, the Fund shall always vote in the best interest of the Fund's shareholders.  For purposes of this Policy, a vote shall be considered in the best interest of the Fund's shareholders (i) when a vote is cast consistent with a specific voting policy set forth in the Proxy Voting and Disclosure Policy of the Fund's investment advisor, provided such specific voting policy was approved by the Board of Trustees, or (ii) when a vote is cast consistent with the decision of the Trust's Proxy Voting Committee.  In addition, provided the Fund's investment advisor is not affiliated with the Fund's principal underwriter or an affiliated person of the principal underwriter and neither the Fund's principal underwriter nor an affiliated person of the principal underwriter has influenced the advisor with respect to a matter to which the Fund is entitled to vote, a vote by the advisor shall not be considered a conflict between the Fund's shareholders and the Fund's principal underwriter or affiliated person of the principal underwriter.
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D.       Other Investment Companies
To the extent the Fund invests in shares of other investment companies in accordance with the safe harbor provisions of Section 12(d)(1)(F) of the Investment Company Act of 1940, the Fund's investment advisor shall vote proxies with respect to such investment company securities in the same proportion as the vote of all other holders of such securities.
Fund Disclosure
A. Disclosure of Fund Policies and Procedures With Respect to Voting Proxies Relating to Portfolio Securities
The Fund shall disclose this policy, or a description of the policy, to its shareholders by including it as an appendix to its Statement of Additional Information on Form N-1A.  The Fund will also notify its shareholders in the Fund's shareholder reports that a description of this policy is available upon request, without charge, by calling a specified toll-free telephone number.  The Fund will send this description of the policy within three business days of receipt of any shareholder request, by first-class mail, or other means designed to ensure equally prompt delivery.
B. Disclosure of the Fund's Complete Proxy Voting Record
In accordance with Rule 30b1-4 of the Investment Company Act of 1940, the Fund will file Form N‑PX with the Securities and Exchange Commission no later than August 31 of each year, even if August 31 falls on a non-business day.  The Fund shall disclose to its shareholders on Form N‑PX the Fund's complete proxy voting record for the twelve-month period ended June 30.
The Fund shall disclose the following information on Form N‑PX for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which to the Fund was entitled to vote:
(i) The name of the issuer of the portfolio security;
(ii) The exchange ticker symbol of the portfolio security (if available through reasonably practicable means);
(iii) The Council on Uniform Security Identification Procedures ("CUSIP") number for the portfolio security (if available through reasonably practicable means);
(iv) The shareholder meeting date;
(v) A brief identification of the matter voted on;
(vi) Whether the matter was proposed by the issuer or by a security holder;
(vii) Whether the Fund cast its vote on the matter;
(viii) How the Fund cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
(ix) Whether the Fund cast its vote for or against management.
The Fund shall make its proxy voting record available to shareholders either upon request or by making available an electronic version on or through the Fund's website, if applicable.  If the Fund discloses its proxy voting record on or through its website, the Fund shall post the information disclosed in the Fund's most recently filed report on Form N‑PX on the website beginning the same day it files such information with the Securities and Exchange Commission.
The Fund shall also include a statement in its annual reports, semi-annual reports, and Statement of Additional Information that information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available (i) without charge upon request, by calling a specified toll-free (or collect) telephone number, or (if applicable) on or through the Fund's website at a specified internet address; and (ii) on the website of the Securities and Exchange Commission.  If the Fund discloses that its proxy voting record is available by calling a toll-free (or collect) telephone number, it shall send the information disclosed in the Fund's most recently filed report on Form N‑PX within three business days of receipt of a request for this information, by first-class mail or other means designed to ensure equally prompt delivery.
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Recordkeeping
The Trust shall keep the following records for a period of at least five years, the first two in an easily accessible place:
(i)
A copy of this Policy;
(ii)
Proxy statements received regarding the Fund's securities;
(iii)
Records of votes cast on behalf of the Fund; and
(iv)
A record of each shareholder request for proxy voting information and the Fund's response, including the date of the request, the name of the shareholder, and the date of the response.
The foregoing records may be kept as part of the records of the Fund's investment advisor.
A Fund may rely on proxy statements filed on the SEC EDGAR system instead of keeping its own copies, and may rely on proxy statements and records of proxy votes cast by the Fund's investment advisor that are maintained with a third party such as a proxy voting service, provided that an undertaking is obtained from the third party to provide a copy of the documents promptly upon request.
Proxy Voting Committee
A.
General
The Trust's Proxy Voting Committee shall be composed entirely of Independent Trustees and may be comprised of one or more such Independent Trustees as the Board of Trustees may, from time to time, decide.  The purpose of the Proxy Voting Committee shall be to determine how the Fund should cast its vote, if called upon by the Board of Trustees or the Fund's investment advisor, when a matter with respect to which the Fund is entitled to vote presents a conflict between the interest of the Fund's shareholders, on the one hand, and those of the Fund's investment advisor, principal underwriter, or an affiliated person of the Fund, its investment advisor, or principal underwriter, on the other hand.
B.
Powers and Methods of Operation
The Proxy Voting Committee shall have all the powers necessary to fulfill its purpose as set forth above and such other powers and perform such other duties as the Board of Trustees may, from time to time, grant or assign to the Proxy Voting Committee.  The Proxy Voting Committee shall meet at such times and places as the Proxy Voting Committee or the Board of Trustees may, from time to time, determine.  The act of a majority of the members of the Proxy Voting Committee in person, by telephone conference, or by consent in writing without a meeting shall be the act of the Proxy Voting Committee.  The Proxy Voting Committee shall have the authority to utilize Trust counsel at the expense of the Trust if necessary.  The Proxy Voting Committee shall prepare minutes of each meeting and keep such minutes with the Trust's records.  The Proxy Voting Committee shall review this Policy and recommend any changes to the Board of Trustees as it deems necessary or advisable.
Other
This policy may be amended, from time to time, as determined by the Board of Trustees.
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Proxy Policy - Cavalier Investments, Inc.
VII.A.PROXY VOTING
Policy
With respect to accounts over which Cavalier performs proxy voting, it maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting and makes appropriate disclosures about Adviser's proxy policies and practices. Our policy and practice includes the responsibility to receive and vote Client proxies where authorized and disclose any potential conflicts of interest as well as making information available to Clients about the voting of proxies for their portfolio securities and maintaining relevant and required records. Adviser's Advisory Agreements evidence whether voting authority has been retained by the Client. Under ERISA, Adviser is responsible to vote proxies for the Client in the absence of specific written acknowledgement by the Client that the authority has been retained or granted elsewhere.
Background & Description
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. The purpose of these proxy voting policies and procedures are to set forth the principles, guidelines and procedures by which Cavalier votes the securities owned by its Clients for which Adviser exercises voting authority and discretion (the "Proxies").
These policies and procedures have been designed to ensure that Proxies are voted in the best interests of our Clients in accordance with our fiduciary duties and Rule 206(4)-6 under the Advisers Act. 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.
Responsibility for voting the Proxies is established by investment management agreements or comparable documents with our Clients, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations.  In addition, our proxy guidelines reflect the fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Bulletin 94-2. These policies and procedures do not apply to any Client that has retained authority and discretion to vote its own proxies or delegated such authority and discretion to a third party; Adviser takes no responsibility for the voting of any proxies on behalf of any such Client. For those Clients that have delegated such authority and discretion to Adviser, these policies and procedures apply equally to registered investment companies, institutional and retail accounts. These proxy voting policies and procedures are available to all Clients of Adviser upon request, subject to the provision that these policies and procedures are subject to change at any time without notice.
Responsibility
The Proxy Committee is responsible for the implementation and monitoring of Adviser's Proxy Voting Policies  and  Procedures,  including  associated  practices,  disclosures  and  recordkeeping, as  well  as oversight of a third party voting agent, if one exists. The Proxy Committee may delegate responsibility for the performance of these activities (provided that it maintains records evidencing individuals to whom authority has been delegated) but oversight and ultimate responsibility remain with the Proxy Committee.
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Procedures
Cavalier has delegated to Institutional Shareholder Services Inc. ("ISS"), an independent service provider, the administration of proxy voting for the Funds' portfolio securities, subject to oversight by the Proxy Voting Committee, which consists of the same members as the Compliance Committee. Cavalier has a adopted the ISS Voting Guidelines ("Guidelines"), and absent a conflict, will vote the proxies consistent with the Guidelines. Once a year, prior to each proxy voting season, Cavalier will review the Guidelines to ensure they wish to vote consistent with the Guidelines.
If Cavalier detects a material conflict of interest in connection with a proxy solicitation, it will abide by the following procedures:
x With respect to clients that are registered investment companies, the Advisor will notify the client of the conflict and will vote the client's shares in accordance with the client's instructions; and
x With respect to other clients, the Advisor will vote the proxy in accordance with the specifics of the Voting Guidelines (if addressed in the Voting Guidelines) or may abstain (if not addressed in the Voting Guidelines).

Cavalier will not neglect its proxy voting responsibilities, but it may abstain from voting if it deems that abstaining is in its Clients' best interests. For example, Cavalier may be unable to vote securities that have been lent by the custodian. Also, proxy voting in certain countries involves "share blocking," which limits Cavalier's ability to sell the affected security during a blocking period that can last for several weeks. Cavalier believes that the potential consequences of being unable to sell a security usually outweigh the benefits of participating in a proxy vote, so Cavalier generally abstains from voting when share blocking is required. A member of the Proxy Committee will prepare and maintain memoranda describing the rationale for any instance in which Cavalier does not vote a Client's proxy.
Cavalier will ensure that its third-party proxy voting vendor, ISS, is retaining the following information in connection with each proxy vote:
x   The Issuer's name;
x   The security' s ticker symbol or CUSIP, as applicable;
x   The shareholder meeting date;
x   The number of shares that Cavalier voted;
x   A brief identification of the matter voted on;
x   Whether the matter was proposed by the Issuer or a security-holder;
x   Whether Cavalier casts a vote;
x   How Cavalier casts its vote (for the proposal, against the proposal, or abstain); and
x   Whether Cavalier casts its vote with or against management.


Any attempt to influence the proxy voting process by Issuers or others not identified in these policies and procedures should be promptly reported to the CCO. Similarly, any Client's attempt to influence proxy voting with respect to other Clients' securities should be promptly reported to the CCO.
Under the Employee Retirement Income Security Act of 1974 ("ERISA"), investment advisers have special fiduciary responsibilities. Under ERISA, if the authority to manage a plan has been delegated to an investment manager, only the investment manager has the authority to vote proxies on behalf of the plan except, when the plan named fiduciary has reserved to itself or to another named fiduciary (as authorized by the plan document) the right to direct a plan trustee regarding the voting of proxies.
Cavalier will vote proxies on behalf of the Funds that are managed by the firm upon receiving written authorization from the fund board.  In voting on each and every issue, Cavalier  has established a Proxy Voting Committee. This Committee will be responsible for voting proxies in the best interests of the Funds.
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PROXY VOTING GUIDELINES: GENERAL
Cavalier   believes   the   best   financial   interest   of   its   clients   is   consistent   with   management's recommendations. Therefore, Cavalier will generally vote consistent with management's recommendations absent a compelling documented basis to vote otherwise. This will mean voting "for" proposals that are determined to improve the management of a company, increase the rights or preferences of the voted securities, and/or increase the chance that a premium offer would be made for the company or for the voted securities.
Cavalier's  decision  to  vote  in  support  or  opposition  of  a  proposal  will  be  based  on  the  specific circumstances described in the proxy statement and other available information.
Cavalier will also consider any voting guidelines issued by clients, so long as these guidelines are consistent with Cavalier's duties under applicable law, including ERISA.
VOTING GUIDELINES: ROUTINE MATTERS
Cavalier expects to vote proxies in favor of routine proposals, unless there is specific information that approval of the proposal would adversely affect the value of the investment or would not be in the best interest of clients.  Such routine matters generally include, among others:  election of directors, appointment of independent auditors, increase in the outstanding common stock or other equity classes, date and place of the annual meeting, ratification of directors' actions on routine matters, and indemnification of directors and/or officers.
VOTING PROCEDURES: SOCIAL CONSCIENCE/MORAL ISSUES
Cavalier will generally vote against proxies requiring management action on a moral or social issue unless such issue has escalated to the point where the company may be adversely affected by protests, governmental actions, or other serious economic consequences if no action is taken.   Where the economic impact of a proposal is not clear, a vote to "abstain" may be appropriate.
VOTING PROCEDURES: FINANCIAL OR CORPORATE GOVERNANCE QUESTIONS
Financial and corporate governance issues take more time to consider and may be complicated by activities such as hostile takeovers and mergers.  Cavalier will generally vote in favor of the following types of proposals:  incentive compensation plans for certain key employees and directors, mandatory retirement age for directors, confidential voting, cumulative voting, proposals to  lower barriers to shareholder action, proposals to restore shareholder ability to remove directors with or without cause.
Cavalier will generally vote against the following types of financial and corporate governance proposals: board entrenchment proposals and anti-takeover measures, such as "poison pill" and "golden parachute" provisions,  limitations  on  shareholder  ability  to  act,  blank  check  preferred  stock  authorizations, eliminating cumulative voting rights, and proposals to adopt classified boards.
VOTING GUIDELINES: CLIENT GUIDELINES
Some Cavalier clients may have their own set of proxy voting guidelines. These may conflict with the proxy guidelines discussed above or the voting guidelines of another client.  If such a situation arises, Cavalier  will  comply  with  client  guidelines  by  voting  the  proxies  attributable to  that  client  on  a proportionate basis (based on the number of shares held by the client).
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CLASS ACTIONS
As a fiduciary, Cavalier always seeks to act in Clients' best interests with good faith, loyalty, and due care. Cavalier's standard advisory contract authorizes the Company to direct Client participation in class actions. The Proxy Voting Committee will determine whether Clients will (a) participate in a recovery achieved througha class actions, or (b) opt out of the class action and separately pursue their own remedy. The  Proxy  Voting  Committee oversees  the  completion of  Proof  of  Claim  forms  and  any associated documentation, the submission of such documents to the claim administrator, and the receipt of any recovered monies. The CCO will maintain documentation associated with Clients' participation in class actions.
Employees must notify the CCO if they are aware of any material conflict of interest associated with Clients' participation in class actions. The Proxy Voting Committee will evaluate any such conflicts and determine an appropriate course of action for Cavalier.
Cavalier generally does not serve as the lead plaintiff in class actions because the costs of such participation typically exceed any extra benefits that accrue to lead plaintiffs.
DISCLOSURES TO CLIENTS
Cavalier includes a description of its policies and procedures regarding proxy voting and class actions in Part 2 of Form ADV, along with a statement that Clients can contact the CCO to obtain a copy of these policies and procedures and information about how Cavalier voted with respect to the Client's securities.
Any request for information about proxy voting or class actions should be promptly forwarded to the CCO, who will respond to any such requests.
As a matter of policy, Cavalier does not disclose how it expects to vote on upcoming proxies. Additionally, Cavalier does not disclose the way it voted proxies to unaffiliated third parties without a legitimate need to know such information.
INVESTMENTS IN REGISTERED INVESTMENT COMPANIES
Section 12(d)(1)(F) of the Act provides a conditional exemption from the 5% and 10% limits in Section 12(d)(1)(A). Section 12(d)(1)(F) permits an acquiring fund to purchase or otherwise acquire shares of an underlying fund if, immediately after the purchase or acquisition, the acquiring fund and all of its affiliated persons would not own more than 3% of the underlying fund's total outstanding stock, and if certain sales load restrictions are met. In addition, Section 12(d)(1)(F) provides that the acquiring fund "shall exercise voting rights by proxy or otherwise with respect to any security purchased or acquired pursuant to Section 12(d)(1)(F) in the manner prescribed by Section 12(d)(1)(E)."
In the event that there is a proxy vote with respect to shares of another investment company purchased and held by the Funds under Section 12(d)(1)(F), then the Funds will either (i) vote such shares in the same proportion as the vote of all other holders of such securities; or (ii) contact its shareholders for instructions regarding how to vote the proxy.
ADVISER TO A RIC
Cavalier has agreed to be responsible for voting proxies of issuers of securities held in the Cavalier Funds, a series of funds within the Starboard Investment Trust, in accordance with its proxy voting policies and procedures, outlined above.  The purposes of this procedure is to ensure that the Investment Manager complies with other obligations for disclosure and filing requirements that is required to be performed as the RIC's Proxy Administrator. Each RIC is required to describe the policies and procedures that each adviser uses to determine how to vote proxies relating to portfolio securities. As such, Cavalier will provide its Proxy Voting Policy, and if requested by the Starboard Investment Trust, a summary of such Proxy Voting Policy for inclusion in the RIC's Registration Statement, and will promptly provide the Starboard Investment Trust with any material amendments to the Proxy Voting Policy within a reasonable time after such amendment has taken effect.
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Annually, through the review of the RIC's registration statement, Cavalier's CCO, or his designee, will review the disclosures in the registration statement and identify whether the appendix to the SAI with Cavalier's Proxy Voting Policy is current.
Securities on Loan
The RIC may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the RIC's Board of Trustees. Voting rights on the loaned securities may pass to the borrower.  However, the RIC's policy states that the RIC must be entitled to exercise voting rights over the loaned securities in the event of a material event affecting its portfolio securities on loan. Cavalier will determine if a vote is material enough to warrant calling back the security out on loan, and will vote the securities in accordance with its proxy voting policies and procedures.
Quarterly Certification
On a quarterly basis, Cavalier will certify to the RICs' Board that:
1.   Cavalier has followed the Trust's and the Advisor's Proxy Voting and Disclosure Policies in voting proxies on behalf of the Funds.
2.   If there have been any material issues or other items to report with respect to the Trust's and Advisor's Proxy Voting Policies.
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Proxy Voting Policy - ARS Investment Management, LLC
Alpha Risk Solutions has delegated proxy voting decisions on securities held in each Fund's portfolio to its investment advisor, ARS Investment Management, LLC ("ARS"). ARS has adopted Proxy Voting Policies and Procedures ("Proxy Voting Policies") that provide that proxies on portfolio securities will be voted for the exclusive benefit, and in the best economic interest of the Funds' shareholders, as determined by ARS in good faith, subject to any restrictions or directions of a Fund. Such voting responsibilities will be exercised in a manner that is consistent with the general antifraud provisions of the Investment Advisors Act of 1940, as well as ARS's fiduciary duties under the federal and state law to act in the best interest of its clients. The Board of Trustees of the Funds has approved the Proxy Voting Policies.
On certain routine proposals (such as those which do not change the structures, bylaws or operations of a company), ARS will generally vote in the manner recommended by management. Non-routine proposals (such as those affecting corporate governance, compensation and other corporate events) and shareholder proposals will generally be reviewed on a case-by-case basis. An investment analyst/portfolio manager will review each such proposal and decide how the proxy will be voted. With respect to all non-routine proposals and shareholder proposals, if a decision is made to consider voting in a manner other than that recommended by management, the analyst/portfolio manager will make a recommendation to the Chief Investment Officer, who will make the final determination as to how to vote the proxy in the best economic interests of the client.
In certain circumstances where, for example, restrictions on ownership of a particular security beyond the control of ARS make it impossible for ARS to acquire as large a position in that security as it determines is in the best interests of its clients, ARS may, from time to time, enter into a voting agreement with an issuer of securities held in the account of a client which provides that the issuer will vote certain of the issuer's proxies. ARS will enter into such voting agreements only when it determines that it is in the best interests of the client to do so. Any such voting agreement will provide that any shares subject to the agreement be voted by the issuer in a manner that mirrors the votes cast on such matter by all other shareholders.
If ARS determines that voting a particular proxy would create a conflict of interest between the interests of a Fund and its shareholders on the one hand, and ARS's own interests, the interests of the Funds' distributor, or the interests of an affiliated person of the Funds, ARS, or the Funds' distributor on the other hand, ARS will either (i) disclose such conflict of interest to the Corporate Governance Committee of the Board of Trustees and obtain the consent of the committee before voting the proxy; (ii) vote such proxy based upon the recommendations of an independent third party such as a proxy voting service; or (iii) delegate the responsibility for voting the particular proxy to the Corporate Governance Committee of the Board of Trustees.
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Proxy Voting Policy - Navellier & Associates, Inc.

PROXY VOTING
Policy
Navellier, as a matter of policy and as a fiduciary to our clients who request that the firm vote on corporate matters on their behalf, 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 policy and practice includes the responsibility to receive and vote client proxies and disclose any potential conflicts of interest as well as make information available to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.
Class Actions and Other Litigation Matters
As a matter of policy, we disclaim any responsibility or obligation to:
·
Monitor for the initiation of any class action or other litigation involving any past or current holdings of client accounts;
·
Advise about "Proofs of Claims" or settlement elections; or
·
Prepare, file, or otherwise process "Proofs of Claims" or settlement elections, other than to confirm, upon a client's request, past account holdings of specific securities.

Should a client notify us of a litigation matter and provide adequate advance notice, we will forward the requisite information in our possession. It will be the client's responsibility to make whatever filings or elections necessary or wished. These services are not provided to third parties, which may include account custodians, claim administrators, actual or prospective "lead plaintiffs."
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.
Responsibility
The Lead Programmer has the responsibility for the implementation and monitoring of the firm's proxy voting policy, practices, disclosures, and recordkeeping, including outlining our voting guidelines in our procedures.
Voting Procedures
All employees will forward any proxy materials received on behalf of clients to the Lead Programmer.
Without limiting its obligations to its clients regarding proxy voting, Navellier will generally engage a third party proxy voting service. The President shall be responsible for the selection of the third party proxy voting service. The President and the Portfolio Managers shall be responsible for reviewing and approving the proxy voting guidelines provided by the third party proxy voting service.
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The Lead Programmer will determine which client accounts hold the security to which the proxy relates.
Disclosure
Navellier will provide conspicuously displayed information in its Disclosure Document summarizing its proxy voting policy and procedures, including a statement that clients may request information regarding how Navellier voted a client's proxies and that clients may request a copy of these policies and procedures.
The President will also send a copy of this summary to all existing clients who have previously received Navellier's Disclosure Document, or the President may send each client the amended Disclosure Document. Either mailing shall highlight the inclusion of information regarding proxy voting.
Navellier & Associates, Inc. shall maintain a link to its proxy voting policy and procedures on its website.
Client Requests for Information
All client requests for information regarding proxy votes or policies and procedures received by any employee should be forwarded to the Lead Programmer.
In response to any request, the Lead Programmer will prepare a written response to the client with the information requested, and as applicable, will include the name of the issuer, the proposal voted upon, and how Navellier voted the client's proxy with respect to each proposal about which the client inquired.
Voting Guidelines
In the absence of specific voting guidelines from the client, Navellier will vote proxies in the best interests of each particular client. Navellier's policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from a client. Clients are permitted to place reasonable restrictions on Navellier's voting authority in the same manner that they may place such restrictions on the actual selection of account securities.
Navellier will generally vote in favor of routine corporate housekeeping proposals, such as the election of directors and selection of auditors absent conflicts of interest raised by an auditors non-audit services.
Navellier will generally vote against proposals that cause board members to become entrenched or cause unequal voting rights.
In reviewing proposals, Navellier will further consider the opinion of management and the effect on management and the effect on shareholder value and the issuer's business practices.
Conflicts of Interest
Navellier will identify any conflicts that exist between the interests of the adviser and the client by reviewing the relationship of Navellier with the issuer of each security to determine if Navellier or any of its employees has any financial, business, or personal relationship with the issuer.
If a material conflict of interest exists, the Lead Programmer 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.
Navellier will maintain a record of the voting resolution of any conflict of interest.
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Recordkeeping
The Lead Programmer shall retain the following proxy records in accordance with the firm's six-year retention requirement.
1.
These policies and procedures and any amendments;
2.
Each proxy statement that Navellier receives;
3.
A record of each vote that Navellier casts;
4.
Any document Navellier created that was material to making a decision how to vote proxies or that memorializes that decision;
5.
A copy of each written request from a client for information on how Navellier voted such client's proxies and a copy of any written response;
6.
Without limiting its obligations to its clients regarding proxy voting, Navellier may use a third party proxy voting service for certain recordkeeping requirements.

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Proxy Voting Procedures - Carden Capital, LLC


The Adviser currently does not vote client proxies.  Should this change, policies and procedures will be established.
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Proxy Policy – Efficient Market Advisors, LLC

The CCO shall maintain all registration records for each IAR, including copies of Forms U-4 and U-5, employment applications, and other important records for a minimum of five (5) years.
4.1 Investment Advisor Representative Registration Amendments
Each IAR is obligated to notify EMA's CCO if any information required by the Form U-4 changes or becomes outdated. The CCO will review the information and determine whether an amendment to the IAR's Form U-4 must be filed. It is the responsibility of the CCO to file amendments to the Form U-4 with the appropriate jurisdiction. The CCO will file a U-5 when an IAR terminates their relationship with EMA.
5.  ANNUAL COMPLIANCE PROGRAM REVIEW
At least annually, the CCO will review and evaluate the effectiveness of the compliance procedures and policies contained in this Manual and ensure that the various policies and procedures are being strictly complied with and such compliance is being documented.
6.  PROXY VOTING
EMA may vote proxies on behalf of clients, but it will generally not provide advice to clients on how the client should vote. All proxy materials received on behalf of a client account are to be sent directly to client or a designated representative of the client, who is responsible for voting the proxy. Some participants in managed money platforms (e.g., Schwab Managed Account Access) may require EMA to vote proxies.
7.  TRADING PRACTICES
7.1 Code of Ethics & Insider Trading Policy
A client's interests may be harmed if an EMA employee somehow benefits from his/her position with EMA when making a personal securities trade. Trades of securities where an EMA employee has a proprietary interest are strictly prohibited.
EMA has adopted a Code of Ethics and Insider Trading Policy (attached as Exhibit A). The core principles of the Code of Ethics and Insider Trading Policy include:
x The interests of clients will be placed ahead of EMA's or any EMA employee's own investment interests.
x EMA  employees  are  expected  to  conduct  their  personal  securities  transactions  in accordance with the Code of Ethics and Insider Trading Policy and strive to avoid any actual or perceived conflict of interest with the client. Questions regarding the appearance of a conflict with a client should be discussed with the CCO or an EMA principal before any action is taken that could result in an actual conflict.

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Julex Capital Management, LLC
Proxy Voting Policies and Procedures
December 31, 2015

1 Introduction
As a registered investment adviser, Julex Capital Management, LLC ("Julex" or the "Adviser")  has a fiduciary  duty to act solely in the best interests of its clients. If the client is a registered investment company under the Investment Company Act of 1940 or the client requests Julex to do so in writing, the Adviser will vote proxy materials for its clients.
In cases where the client has delegated proxy voting responsibility and authority to the Adviser, the Adviser has adopted and implemented the following policies and procedures, which it believes are reasonably designed to ensure that proxies are voted in the best interests of its clients.  In pursuing this policy, proxies should be voted in a manner that is intended to maximize value to the client. In situations where Adviser accepts such delegation and agrees to vote proxies, Adviser will do so in accordance with these Policies and Procedures. The Adviser may delegate its responsibilities under these Policies and Procedures to a third party, provided that no such delegation shall relieve the Adviser of its responsibilities hereunder and the Adviser shall retain final authority and fiduciary responsibility for such proxy voting.
2.  General
a. In the event requests for proxies are received with respect to the voting of equity securities on routine matters, such as election of directors or approval of auditors, the proxies usually will be voted with management unless the Adviser determines it has a conflict or the Adviser determines there  are other reasons not to vote with management.  On non-routine matters, such as amendments to governing instruments, proposals relating to compensation and stock option and equity compensation plans, corporate governance proposals and shareholder proposals, the Adviser will vote, or abstain from voting if deemed appropriate, on a case by case basis in a manner it believes to be in the best interest of the Company's shareholders.  In the event requests for proxies are received with respect to debt securities, the Adviser will vote on a case by case basis in a manner it believes to be in the best economic interest of the Company's shareholders.
b. The Chief Compliance Officer or his/her  designate is responsible for monitoring Adviser's proxy voting actions and ensuring that (i) proxies are received and forwarded to the appropriate decision makers; and  (ii) proxies are voted in a timely manner upon receipt of voting instructions. The Adviser is not responsible for voting proxies it does not receive, but will make reasonable efforts to obtain missing proxies.
c. The Chief Compliance Officer or his/her designate shall implement procedures to identify and monitor potential conflicts of interest that could affect the proxy voting process, including (i) significant client relationships; (ii) other potential material business relationships; and (iii) material personal and family relationships.
d. All decisions regarding proxy voting shall be determined by the Investment Committee of the Adviser and shall be executed by the Chief Compliance Officer or his/her designate.  Every effort shall be made to consult with the portfolio manager and/or analyst covering the security.
e. The Adviser may determine not to vote a particular proxy, if the costs and burdens exceed the benefits of voting {e.g., when securities are subject to loan or to share blocking restrictions).
3. Registered Investment Companies
In cases in which the client is a registered investment company under the Investment Company Act of 1940,delegates proxy voting  {e.g., where Julex acts as a sub-adviser of a closed-end fund) and required by law, Julex will vote such proxies in the same proportion as the vote of all other shareholders of the fund (i.e. "echo vote" or "mirror vote"),unless otherwise  required by law. When required by law, Julex will also echo vote proxies of securities in unaffiliated investment vehicles. For example, section 12{d){1){F} of the Investment Company Act of 1940 requires echo voting of registered investment companies that sub-advise or manage securities of other registered investment companies.
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4.  Conflicts of Interest
In the event an employee determines that the Adviser has a conflict  of interest  due to, for example, a relationship with a company or an affiliate of a company, or for any other reason which could influence the advice given, the employee will advise the Chief Compliance Officer who will advise the Investment Committee, and the Investment Committee will decide whether the Adviser should either (1) disclose to the client the conflict to enable the client to evaluate the advice in light of the conflict  or (2) disclose to the client the conflict  and decline to provide  the advice.
The Adviser shall use commercially reasonable efforts to determine whether a potential conflict may exist, and a potential conflict shall be deemed to exist only if one or more of the managers of the Adviser actually knew or should have known of the conflict. The Adviser is sensitive to conflicts of interest that may arise in the proxy decision-making process and has identified the following potential conflicts of interest:
·
A principal of the Adviser or any person involved in the proxy decision-making process currently serves on the Board of the portfolio company.
·
An immediate family member of a principal of the Adviser or any person involved in the proxy decision-making process currently serves as a director or executive officer of the portfolio company.
·
The Adviser, any fund managed by the Adviser, or any affiliate holds a significant ownership interest in the portfolio company.
This list is not intended to be exclusive. All employees are obligated to disclose any potential conflict to the Adviser's Chief Compliance Officer.
If a material conflict is identified, Adviser management may (i) disclose the potential conflict to the client and obtain consent; or (ii) establish an ethical wall or other informational barriers between the person(s) that are involved in the conflict and the persons making the voting decisions.
5. Recordkeeping
The Chief Compliance Officer or his/her designate is responsible for maintaining the following records:
·
proxy voting policies and procedures;
·
proxy statements (provided, however, that the Adviser may rely on the Securities and Exchange Commission's EDGAR system if the issuer filed its proxy statements via EDGAR or may rely on a third party as long as the third party has provided the Adviser with a copy of the proxy statement promptly upon request);
·
records of votes cast and abstentions; and
·
any records prepared by the Adviser that were material to a proxy voting decision or that memorialized a decision .

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Proxy Policy – Parasol Investment Management, LLC

4.7   Voting Proxies
Where a firm votes proxies on behalf of clients, the Advisers Act Rule 206(4) Ͳ 6 requires Parasol to establish written policies and procedures regarding how it exercises proxy voting authority with respect to client securities.
Parasol does not vote proxies for clients but will provide guidance at the client's request.
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Proxy Policy – Validus Growth Investors, LLC
Rev.  7.15.2015
Money laundering is the attempt to disguise the source of proceeds derived from illegal activity including drug trafficking, terrorism, organized crime, fraud and many other crimes. Generally, it involves the following three phases:
(a)
Placement.  The physical disposal of cash obtained from illegal activities.  This can include deposits into banks, brokers, currency exchanges and casinos.
(b)
Layering. The use of numerous layers of financial transactions to conceal the source of proceeds of criminal activity.
(c)
Integration. The arrangement for the laundered proceeds to re-enter the legitimate economy.
22.2 Responsibility
At a minimum, it will be the AML compliance officer's responsibility to:
(a)
Prevent Validus from being used to launder money or finance terrorist activities, including but not limited to achieving compliance with applicable provisions of the Bank Secrecy Act (BSA) and the Financial Crimes Enforcement Network's (FinCEN) implementing regulations and the AML regulations of other countries and jurisdictions with authority over any transaction to which Validus is a party. The AML compliance officer will periodically review the types of services Validus provides and the nature of its clients in order to identify Validus's vulnerability to any money laundering activities and amend these policies and procedures that would reasonably address such issues.
(b)
Provide, at least annually, training for any employee involved in managing client assets. The AML compliance officer will create a list  of these individuals. These employees will be made aware of BSA requirements relevant to their functions and trained in recognizing possible signs of money laundering that could arise in the course of their duties. The AML compliance officer will evaluate the effectiveness of such training programs and make adjustment in the program(s) offered as needed. Further, the AML compliance officer will document such training sessions by recording the names of those individuals attending and the dates of attendance.
(c)
Report suspicious activity to the appropriate government officials when, in the opinion of the AML compliance officer, such reporting is required under applicable law.
SECTION 23. PROXY VOTING/CLASS ACTION LAWSUITS
23.1 PROXY VOTING
(a)
Validus does not vote Proxies.  Validus will not vote proxies on behalf of client accounts. Although, on rare occasions and only at the client's request, Validus may offer clients advice regarding corporate actions and the exercise of proxy voting rights.  Clients owning shares of common stock or mutual funds must exercise their own right to vote as a shareholder.
(b)
Validus will keep a record of:
1.
any advice given to a client regarding proxy voting.
2.
any proxy material received on behalf of a client and the steps taken to forward such material to the client.

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23.2 CLASS ACTION LAWSUITS
From time to time, securities held in client accounts could be the subject of class action lawsuits. Validus has no obligation to determine if securities held by clients are subject to a pending or resolved class action lawsuit. It also has no duty to evaluate a client's eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, Validus has no obligation  or responsibility to initiate litigation to recover damages on behalf of clients who may have suffered losses due to actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients.
(a)   Notification Procedures Re Securities Class Action Lawsuits.  Where Validus receives written or electronic notice of a securities class action lawsuit, settlement or verdict, the notification procedure is as follows:
1.
all notices, proof of claim forms and other materials will be forwarded upon receipt to the CCO, or a person designated by the CCO.
2.
The CCO, or the designated person, will log in the notices, proof of claim forms, and other materials.
3.
The CCO, or the designated person, will verify whether Validus
4.
has discretion over the account(s) in which the securities are held.
5.
The CCO, or the designated person, will forward all documentation and proof of claim forms received to the client. Electronic mail is acceptable where appropriate, and the client has authorized contact in this manner.
6.
Validus will retain records of these notifications in accordance with Rule 204-2 under the Investm ent Advisers Act of 1940.
(b)   Validus has no obligation or responsibility to initiate litigation to recover damages on behalf of clients who may have been injured as a result of actions, misconduct or negligence by corporate management of issuers whose securities are held by clients .
SECTION 24. FEDERAL FILINGS
Validus may be subject to the reporting requirements in the United States under certain provisions of the Securities Exchange Act of 1934, the Securities Act of 1933
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Proxy Voting – Beaumont Capital Management, LLC

Proxy Policy
In accordance with SEC Rule 206(4)-6 of the Investment Advisers Act of 1940 relating to Proxy Voting, this serves as BFP's notification of its Proxy Policy: As a matter of current policy, BFP, does not vote proxies on behalf of its clients. While all BFP's Investment Advisory Agreements grant the firm the legal ability to do so, we are not required to. If our current proxy policy changes, we will notify our clients promptly.
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Proxy Voting – Bluestone Capital Management,  LLC
Bluestone Capital Management, 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 policy and practice includes the responsibility to monitor corporate actions, receive and vote client proxies and disclose any potential conflicts of interest as well as making information available to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.
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.
Responsibility
Lee Calfo, has the responsibility for the implementation and monitoring of our proxy voting policy, practices, disclosures and record keeping, including outlining our voting guidelines in our procedures.
Procedure
Bluestone Capital Management has adopted procedures to implement the firm's policy and reviews to monitor and insure the firm's policy is observed, implemented properly and amended or updated, as appropriate, which include the following:
Voting Procedures
All employees will forward any proxy materials received on behalf of clients to Lee Calfo;
Lee Calfo, will determine which client accounts hold the security to which the proxy relates;
Absent material conflicts, Lee Calfo , will determine how Bluestone Capital Management should vote the proxy in accordance with applicable voting guidelines , complete the proxy and vote the proxy in a timely and appropriate manner.
Disclosure
·
Bluestone Capital Management will provide conspicuously displayed information in its Disclosure Document summarizing this proxy voting policy and procedures , including a statement that clients may request information regarding how Bluestone Capital Management voted a client's proxies , and that clients may request a copy of these policies and procedures.
·
Kenneth Smith, will also send a copy of this summary to all existing clients who have previously received Bluestone Capital Management's Disclosure Document; or Kenneth Smith may send each client the amended Disclosure Document. Either mailing shall highlight the inclusion of information regarding proxy voting.

88

Client Requests for Information
All client requests for information regarding proxy votes , or policies and procedures , received by any employee should be forwarded to Lee Calfo.
In response to any request Lee Calfo will prepare a written response to the client with the information requested, and as applicable will include the name of the issuer , the proposal voted upon , and how Bluestone Capital Management voted the client's proxy with respect to each proposal about which client inquired.
Voting Guidelines
In the absence of specific voting guidelines from the client, Bluestone Capital Management will vote proxies in the best interests of each particular client. Bluestone Capital Management's policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from a client. Clients are permitted to place reasonable restrictions on Bluestone Capital Management's voting authority in the same manner that they may place such restrictions on the actual selection of account securities .
As a general policy , Bluestone Capital Management believes that the management of each of the invested companies makes proxy voting recommendations that are in the best interest for the company and its shareholders. Bluestone Capital Management will therefore , as a matter of procedure, vote in a manner that is consistent with management recommendations except in certain specific situations where Bluestone Capital Management determines management recommendation is not consistent with its client's interests. Any vote cast inconsistent with management recommendations will be specifically documented.
Conflicts of Interest
Bluestone Capital Management will identify any conflicts that exist between the interests of the adviser and the client by reviewing the relationship of Bluestone Capital Management with the issuer of each security to determine if Bluestone Capital Management or any of its employees has any financial, business or personal relationship with the issuer.
If a material conflict of interest exists, Kenneth Smith or Lee Calfo 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.
Bluestone Capital Management will maintain a record of the voting resolution of any conflict of interest .
Recordkeeping
Bluestone Capital Management retains records in accordance with the SEC's five-year retention requirement and can be accessed by Bluestone Capital Management at any time.
Each proxy statement that Bluestone Capital Management receives;
A record of each vote that Bluestone Capital Management casts;
Furthermore, Bluestone Capital Management will retain any records that relate to the following.
Any document Bluestone Capital Management created that was material to making a decision how to vote proxies inconsistent with management recommendations.
A copy of each written request from a client for information on how Bluestone Capital
Management voted such client's proxies, and a copy of any written response.
89

PROXY POLICY – STRATI-FI, LLC
8.1 Proxy Voting
Without exception, LogE does not vote proxies on behalf of clients.  All proxy materials received on behalf of a client account are to be sent directly to our client or a designated representative of the client, who is responsible for voting the proxy.  LogE personnel may answer client questions regarding proxy-voting matters in an effort to assist the client in determining how to vote the proxy.  However, the final decision of how to vote the proxy rests with the client.

90

 
PART C

FORM N-1A

OTHER INFORMATION


ITEM 28.   Exhibits
(a)
Declaration of Trust ("Trust Instrument"). 1
(b)
By-Laws. 1
(c)
Articles III, V, and VI of the Trust Instrument, Exhibit 23(a) hereto, defines the rights of holders of the securities being registered.  (Certificates for shares are not issued.)
(d)(1)
Interim Investment Advisory Agreement between the Registrant and ARS Investment Management, LLC, as investment advisor for the Alpha Risk Hedged Dividend Equity Fund. 77
(d)(2)
Interim Investment Advisory Agreement between the Registrant and Cavalier Investments, Inc., as investment advisor for the Cavalier Funds. 77
(d)(3)
Investment Advisory Agreement between Registrant and Goodwood Advisors, LLC, as investment advisor for the   Goodwood SMID Cap Discovery Fund. 39
(d)(4)
Investment Advisory Agreement between Registrant and Roumell Asset Management, LLC, as investment advisor for the Roumell Opportunistic Value Fund. 5
(d)(5)
Investment Advisory Agreement between Registrant and Navigator Money Management, Inc., as investment advisor for the Sector Rotation Fund. 7
(d)(6)
Investment Advisory Agreement between Registrant and Sentinel Capital Solutions, as investment advisor for the SCS Tactical Allocation Fund. 10
(d)(7)
Investment Advisory Agreement, as amended, between Registrant and Arin Risk Advisors, LLC, as investment advisor for the Arin Large Cap Theta Fund . 17
(d)(8)
Investment Advisory Agreement between Registrant and Deschutes Portfolio Strategies, Inc. , as investment advisor for the Matisse Discounted Closed-End Fund Strategy . 18
(d)(9)
Investment Advisory Agreement between Registrant and QCI Asset Management, Inc., as investment advisor for the QCI Balanced Fund. 38
(d)(10)
Investment Advisory Agreement between Registrant and  Sirius Funds Advisors, Inc , as investment advisor for the Sirius S&P Strategic Large-Cap Allocation Fund. 40
(d)(11)
Interim Investment Sub-Advisory Agreement between the Registrant, Cavalier Investments and Beaumont Financial Partners, LLC, as sub-advisor for the Cavalier Global Opportunities Fund. 77
(d)(12)
Interim Investment Sub-Advisory Agreement between the Registrant, Cavalier Investments and Beaumont Financial Partners, LLC, as sub-advisor for the Cavalier Tactical Rotation Fund. 77
 
 

 
 
(d)(13)
Interim Investment Sub-Advisory Agreement between the Registrant, Cavalier Investments and Bluestone Capital Management, LLC, as sub-advisor for the Cavalier Multi Strategist Fund. 77
(d)(14)
Interim Investment Sub-Advisory Agreement between the Registrant, Cavalier Investments and Carden Capital, LLC, as sub-advisor for the Cavalier Multi Strategist Fund and the Cavalier Hedged High Income Fund. 77
(d)(15)
Interim Investment Sub-Advisory Agreement between the Registrant, Cavalier Investments and Efficient Market Advisors, LLC, as sub-advisor for the Cavalier Adaptive Income Fund. 77
(d)(16)
Interim Investment Sub-Advisory Agreement between the Registrant, Cavalier Investments and Julex Capital Management, LLC, as sub-advisor for the Cavalier Multi Strategist Fund. 77
(d)(17)
Interim Investment Sub-Advisory Agreement between the Registrant, Canter Compass Investments, d/b/a Cavalier Investments, and Navellier & Associates, as sub-advisor for the Cavalier Fundamental Growth Fund. 77
(d)(18)
Interim Investment Sub-Advisory Agreement between the Registrant, Cavalier Investments and Parasol Investment Management, LLC as sub-advisor for the Cavalier Multi Strategist Fund. 77
(d)(19)
Interim Investment Sub-Advisory Agreement between the Registrant, Cavalier Investments and  StratiFi, LLC, as sub-advisor for the Cavalier Dynamic Growth Fund. 77
(d)(20)
Interim Investment Sub-Advisory Agreement between the Registrant, Cavalier Investments and Validus Growth Investors, LLC, as sub-advisor for the Cavalier Dynamic Growth Fund. 77
(e)
Distribution Agreement between the Registrant and Capital Investment Group, Inc., as distributor for each series of the Trust. 76
(f)
Not Applicable.
(g)
Custody Agreement between the Registrant, UMB Bank, n.a., and The Nottingham Company. 72
(h)(1)
Fund Accounting and Administration Agreement between the Registrant and The Nottingham Company, as administrator for the Starboard Investment Trust. 72
(h)(2)
Dividend Disbursing and Transfer Agent Agreement between the Registrant and Nottingham Shareholder Services, LLC, as transfer agent for the Registrant. 76
(h)(3)
Expense Limitation Agreement between the Registrant and Sentinel Capital Solutions as investment advisor for the   SCS Tactical Allocation Fund . 21
(h)(4)
Expense Limitation Agreement between the Registrant and QCI Asset Management, Inc., as investment advisor for the   QCI Balanced Fund . 38
(h)(5)
Expense Limitation Agreement between the Registrant and Sirius Funds Advisors, Inc as investment advisor for the   Sirius S&P Strategic Large-Cap Allocation Fund . 62

 
(h)(6)
Expense Limitation Agreement between the Registrant and Deschutes Portfolio Strategies, LLC as investment advisor for the   Matisse Discounted Closed-End Fund Strategy . 61
(h)(7)
Expense Limitation Agreement between the Registrant and Goodwood Advisors, LLC, as investment advisor for the Goodwood SMID Long/Short Fund. 76
(h)(8)
Interim Expense Limitation Agreement between the Registrant and ARS Investment Management, LLC, as investment advisor for the Alpha Risk Hedged Dividend Equity Fund. 77
(h)(9)
Interim Expense Limitation Agreement between the Registrant and Cavalier Investments, Inc., as investment advisor for the Cavalier Funds. 77
(h)(10)
Amended Operating Plan between Roumell Asset Management, LLC and The Nottingham Company. 29
(h)(11)
Operating Plan between Navigator Money Management, Inc. and The Nottingham Company. 37
(h)(11)
Operating Plan between Arin Risk Advisors, LLC and The Nottingham Company. 15
(i)
Opinion and Consent of counsel. 8
(j)
Consent of BBD, LLP, independent public accountants. 77
(k)
Not applicable.
(l)(1)
Initial Subscription Agreement for the Rx Dynamic Growth Fund and the Rx Dynamic Total Return Fund. 3
(l)(2)
Initial Subscription Agreement for the Roumell Opportunistic Value Fund. 13
(l)(3)
Initial Subscription Agreement for the SCS Tactical Allocation Fund. 14
(l)(4)
Initial Subscription Agreement for the Arin Large Cap Theta Fund . 20
(l)(5)
Initial Subscription Agreement for the Rx Non Traditional Fund, Rx High Income Fund, Rx Traditional Equity Fund, Rx Traditional Fixed Income Fund, Rx Tactical Rotation Fund, Rx Tax Advantaged Fund, Rx Dividend Income Fund, and Rx Premier Managers Fund. 20
(l)(6)
Initial Subscription Agreement for the Matisse Discounted Closed-End Fund Strategy . 20
(l)(7)
Initial Subscription Agreement for the QCI Balanced Fund. 43
(l)(8)
Initial Subscription Agreement for the Sirius S&P Strategic Large-Cap Allocation Fund. 40
(m)(1)
Distribution Plan under Rule 12b-1 for the Alpha Risk Hedged Equity Fund. 77
(m)(2)
Distribution Plan under Rule 12b-1 for the Goodwood SMID Cap Discovery Fund. 39
(m)(3)
Amended Distribution Plan under Rule 12b-1 for the Roumell Opportunistic Value Fund. 27
 
 

 
(m)(4)
Amended Distribution Plan under Rule 12b-1 for the Cavalier Adaptive Income Fund, Cavalier Dividend Income Fund, Cavalier Dynamic Growth FundCavalier Fundamental Growth Fund, Cavalier Global Opportunities Fund, Cavalier High Income Fund, Cavalier Multi Strategist Fund, Cavalier Tactical Rotation Fund. 77
(m)(5)
Distribution Plan under Rule 12b-1 for the SCS Tactical Allocation Fund. 10
(m)(6)
Distribution Plan under Rule 12b-1 for the Arin Large Cap Theta Fund . 41
(m)(7)
Distribution Plan under Rule 12b-1 for the Matisse Discounted Closed-End Fund Strategy . 25
(m)(8)
Distribution Plan under Rule 12b-1 for the QCI Balanced Fund. 36
(m)(9)
Distribution Plan under Rule 12b-1 for the Sirius S&P Strategic Large-Cap Allocation Fund. 40
(n)(1)
Amended Multiple Class Plan Pursuant to Rule 18f-3 for the Alpha Risk Hedged Equity Fund. 77
(n)(2)
Amended Multiple Class Plan Pursuant to Rule 18f-3 for the Roumell Opportunistic Value Fund. 27
(n)(3)
Amended Multiple Class Plan Pursuant to Rule 18f-3 for the Cavalier Funds. 77
(n)(4)
Multiple Class Plan Pursuant to Rule 18f-3 for the Arin Large Cap Theta Fund . 15
(n)(5)
Multiple Class Plan Pursuant to Rule 18f-3 for the Matisse Discounted Closed-End Fund Strategy. 25
(n)(6)
Multiple Class Plan Pursuant to Rule 18f-3 for the QCI Balanced Fund. 38
(n)(7)
Multiple Class Plan Pursuant to Rule 18f-3 for the Goodwood SMID Cap Discovery Fund Fund. 39
(o)
Reserved.
(p)(1)
Code of Ethics for the Registrant. 2
(p)(2)
Code of Ethics for Cavalier Investments, Inc.,  investment advisors to the Cavalier Funds. 77
(p)(3)
Code of Ethics for Roumell Asset Management, LLC, investment advisor to the Roumell Opportunistic Value Fund. 67
(p)(4)
Code of Ethics for Grimaldi Portfolio Solutions, Inc., investment advisor to The Sector Rotation Fund. 55
(p)(5)
Code of Ethics for Sentinel Capital Solutions, investment advisor to the SCS Tactical Allocation Fund. 52
(p)(6)
Code of Ethics for Arin Risk Advisors, LLC, investment advisor to the Arin Large Cap Theta Fund . 72
(p)(7)
Code of Ethics for Deschutes Portfolio Strategies, Inc. , investment advisor to the Matisse Discounted Closed-End Strategy . 75
 

(p)(8)
Code of Ethics for Goodwood Advisors, LLC , investment advisor to the Goodwood SMID Cap Discovery Fund . 39
(p)(9)
Code of Ethics for Navellier & Associates, Inc., investment sub-advisor to the Cavalier Fundamental Growth Fund. 30
(p)(10)
Code of Ethics for QCI Asset Management, Inc., investment advisor to the QCI Balanced Fund . 69
(p)(11)
Code of Ethics for Sirius Point Advisors, Inc., investment advisor to the Sirius S&P Strategic Large-Cap Allocation Fund . 74
(p)(12)
Code of Ethics for ARS Investment Management, LLC, investment advisor to the Alpha Risk Hedged Dividend Equity Fund. 77
(p)(13)
Code of Ethics for Beaumont Capital Management, LLC, investment sub-advisor to the Cavalier Global Opportunities Fund and Cavalier Tactical Rotation Fund. 77
(p)(14)
Code of Ethics for Bluestone Capital Management, LLC, investment sub-advisor to the Cavalier Multi Strategist Fund. 77
(p)(15)
Code of Ethics for Carden Capital, LLC, investment sub-advisor to the Cavalier Hedged High Income Fund and the Cavalier Multi Strategist Fund. 77
(p)(16)
Code of Ethics for Efficient Market Advisors, LLC, investment sub-advisor to the Cavalier Adaptive Income Fund. 77
(p)(17)
Code of Ethics for Julex Capital Management, LLC, investment sub-advisor to the Cavalier Multi Strategist Fund. 77
(p)(18)
Code of Ethics for Parasol Investment Management, LLC, investment sub-advisor to the Cavalier Multi Strategist Fund. 77
(p)(19)
Code of Ethics for StratiFi, LLC, investment sub-advisor to the Cavalier Dynamic Growth Fund. 77
(p)(20)
Code of Ethics for Validus Growth Investors, LLC, investment sub-advisor to the Cavalier Dynamic Growth Fund. 77
(q)
Copy of Power of Attorney. 74
 
 
1. Incorporated herein by reference to Registrant's Registration Statement on Form N-1A filed on May 26, 2009.
2.    
Incorporated herein by reference to Pre-Effective Amendment No. 2 to Registrant's Registration Statement on Form N-1A filed on July 24, 2009.
3.    
Incorporated herein by reference to Pre-Effective Amendment No. 3 to Registrant's Registration Statement on Form N-1A filed on August 19, 2009.
4.    
Incorporated herein by reference to Post-Effective Amendment No. 7 to Registrant's Registration Statement on Form N-1A filed on February 26, 2010.
5.    
Incorporated herein by reference to Post-Effective Amendment No. 27 to Registrant's Registration Statement on Form N-1A filed on November 15, 2010.
6.    
Incorporated herein by reference to Post-Effective Amendment No. 28 to Registrant's Registration Statement on Form N-1A filed on November 19, 2010.
7.    
Incorporated herein by reference to Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form N-1A filed on June 27, 2011.
 
 

8.    
Incorporated herein by reference to Post-Effective Amendment No. 46 to Registrant's Registration Statement on Form N-1A filed on September 28, 2011.
9.    
Incorporated herein by reference to Post-Effective Amendment No. 48 to Registrant's Registration Statement on Form N-1A filed on September 28, 2011.
10.    
Incorporated herein by reference to Post-Effective Amendment No. 54 to Registrant's Registration Statement on Form N-1A filed on November 4, 2011.
11.    
Incorporated herein by reference to Post-Effective Amendment No. 55 to Registrant's Registration Statement on Form N-1A filed on November 14, 2011.
12.    
Incorporated herein by reference to Post-Effective Amendment No. 58 to Registrant's Registration Statement on Form N-1A filed on December 1, 2011.
13.    
Incorporated herein by reference to Post-Effective Amendment No. 61 to Registrant's Registration Statement on Form N-1A filed on December 29, 2011.
14.    
Incorporated herein by reference to Post-Effective Amendment No. 63 to Registrant's Registration Statement on Form N-1A filed on January 30, 2012.
15.    
Incorporated herein by reference to Post-Effective Amendment No. 65 to Registrant's Registration Statement on Form N-1A filed on May 4, 2012.
16.    
Incorporated herein by reference to Post-Effective Amendment No. 66 to Registrant's Registration Statement on Form N-1A filed on July 7, 2012.
17.    
Incorporated herein by reference to Post-Effective Amendment No. 67 to Registrant's Registration Statement on Form N-1A filed on July 12, 2012.
18.    
Incorporated herein by reference to Post-Effective Amendment No. 69 to Registrant's Registration Statement on Form N-1A filed on July 31, 2012.
19.    
Incorporated herein by reference to Post-Effective Amendment No. 71 to Registrant's Registration Statement on Form N-1A filed on August 29, 2012.
20.    
Incorporated herein by reference to Post-Effective Amendment No. 80 to Registrant's Registration Statement on Form N-1A filed on October 22, 2012.
21.    
Incorporated herein by reference to Post-Effective Amendment No. 91 to Registrant's Registration Statement on Form N-1A filed on December 31, 2012.
22.    
Incorporated herein by reference to Post-Effective Amendment No. 92 to Registrant's Registration Statement on Form N-1A filed on January 15, 2013.
23.    
Incorporated herein by reference to Post-Effective Amendment No. 93 to Registrant's Registration Statement on Form N-1A filed on January 15, 2013.
24.    
Incorporated herein by reference to Post-Effective Amendment No. 98 to Registrant's Registration Statement on Form N-1A filed on February 4, 2013.
25.    
Incorporated herein by reference to Post-Effective Amendment No. 100 to Registrant's Registration Statement on Form N-1A filed on March 15, 2013.
26.    
Incorporated herein by reference to Post-Effective Amendment No. 105 to Registrant's Registration Statement on Form N-1A filed on April 4, 2013.
27.    
Incorporated herein by reference to Post-Effective Amendment No. 117 to Registrant's Registration Statement on Form N-1A filed on May 24, 2013.
28.    
Incorporated herein by reference to Post-Effective Amendment No. 129 to Registrant's Registration Statement on Form N-1A filed on July 17, 2013.
29.    
Incorporated herein by reference to Post-Effective Amendment No. 130 to Registrant's Registration Statement on Form N-1A filed on July 23, 2013.
30.    
Incorporated herein by reference to Post-Effective Amendment No. 134 to Registrant's Registration Statement on Form N-1A filed on August 2, 2013.
31.    
Incorporated herein by reference to Post-Effective Amendment No. 136 to Registrant's Registration Statement on Form N-1A filed on August 13, 2013.
32.    
Incorporated herein by reference to Post-Effective Amendment No. 147 to Registrant's Registration Statement on Form N-1A filed on September 30, 2013.
33.    
Incorporated herein by reference to Post-Effective Amendment No. 148 to Registrant's Registration Statement on Form N-1A filed on September 30, 2013.
34.    
Incorporated herein by reference to Post-Effective Amendment No. 151 to Registrant's Registration Statement on Form N-1A filed on October 11, 2013.
35.    
Incorporated herein by reference to Post-Effective Amendment No. 156 to Registrant's Registration Statement on Form N-1A filed on October 24, 2013.
 
 

36.    
Incorporated herein by reference to Post-Effective Amendment No. 160 to Registrant's Registration Statement on Form N-1A filed on November 15, 2013.
37.    
Incorporated herein by reference to Post-Effective Amendment No. 166 to Registrant's Registration Statement on Form N-1A filed on January 28, 2014.
38.    
Incorporated herein by reference to Post-Effective Amendment No. 167 to Registrant's Registration Statement on Form N-1A filed on January 29, 2014.
39.    
Incorporated herein by reference to Post-Effective Amendment No. 170 to Registrant's Registration Statement on Form N-1A filed on May 16, 2014.
40.    
Incorporated herein by reference to Post-Effective Amendment No. 171 to Registrant's Registration Statement on Form N-1A filed on May 19, 2014.
41.    
Incorporated herein by reference to Post-Effective Amendment No. 172 to Registrant's Registration Statement on Form N-1A filed on June 30, 2014.
42.    
Incorporated herein by reference to Post-Effective Amendment No. 173 to Registrant's Registration Statement on Form N-1A filed on July 15, 2014.
43.    
Incorporated herein by reference to Post-Effective Amendment No. 175 to Registrant's Registration Statement on Form N-1A filed on July 29, 2014.
44.    
Incorporated herein by reference to Post-Effective Amendment No. 176 to Registrant's Registration Statement on Form N-1A filed on July 29, 2014.
45.    
Incorporated herein by reference to Post-Effective Amendment No. 177 to Registrant's Registration Statement on Form N-1A filed on August 1, 2014.
46.    
Incorporated herein by reference to Post-Effective Amendment No. 178 to Registrant's Registration Statement on Form N-1A filed on August 8, 2014.
47.    
Incorporated herein by reference to Post-Effective Amendment No. 180 to Registrant's Registration Statement on Form N-1A filed on August 15, 2014.
48.    
Incorporated herein by reference to Post-Effective Amendment No. 186 to Registrant's Registration Statement on Form N-1A filed on September 29, 2014.
49.    
Incorporated herein by reference to Post-Effective Amendment No. 186 to Registrant's Registration Statement on Form N-1A filed on September 29, 2014.
50.    
Incorporated herein by reference to Post-Effective Amendment No. 187 to Registrant's Registration Statement on Form N-1A filed on October 10, 2014.
51.    
Incorporated herein by reference to Post-Effective Amendment No. 190 to Registrant's Registration Statement on Form N-1A filed on December 11, 2014.
52.    
Incorporated herein by reference to Post-Effective Amendment No. 192 to Registrant's Registration Statement on Form N-1A filed on December 29, 2014.
53.    
Incorporated herein by reference to Post-Effective Amendment No. 193 to Registrant's Registration Statement on Form N-1A filed on December 29, 2014.
54.    
Incorporated herein by reference to Post-Effective Amendment No. 196 to Registrant's Registration Statement on Form N-1A filed on January 6, 2015.
55.    
Incorporated herein by reference to Post-Effective Amendment No. 197 to Registrant's Registration Statement on Form N-1A filed on January 28, 2015.
56.    
Incorporated herein by reference to Post-Effective Amendment No. 198 to Registrant's Registration Statement on Form N-1A filed on January 28, 2015.
57.    
Incorporated herein by reference to Post-Effective Amendment No. 204 to Registrant's Registration Statement on Form N-1A filed on February 27, 2015.
58.    
Incorporated herein by reference to Post-Effective Amendment No. 206 to Registrant's Registration Statement on Form N-1A filed on March 24, 2015.
59.    
Incorporated herein by reference to Post-Effective Amendment No. 208 to Registrant's Registration Statement on Form N-1A filed on June 29, 2015.
60.    
Incorporated herein by reference to Post-Effective Amendment No. 210 to Registrant's Registration Statement on Form N-1A filed on July 29, 2015.
61.    
Incorporated herein by reference to Post-Effective Amendment No. 211 to Registrant's Registration Statement on Form N-1A filed on July 29, 2015.
62.    
Incorporated herein by reference to Post-Effective Amendment No. 212 to Registrant's Registration Statement on Form N-1A filed on July 29, 2015.
63.    
Incorporated herein by reference to Post-Effective Amendment No. 216 to Registrant's Registration Statement on Form N-1A filed on August 28, 2015.
 
 

64.    
Incorporated herein by reference to Post-Effective Amendment No. 218 to Registrant's Registration Statement on Form N-1A filed on September 28, 2015.
65.    
Incorporated herein by reference to Post-Effective Amendment No. 219 to Registrant's Registration Statement on Form N-1A filed on September 28, 2015.
66.    
Incorporated herein by reference to Post-Effective Amendment No. 222 to Registrant's Registration Statement on Form N-1A filed on December 29, 2015.
67.    
Incorporated herein by reference to Post-Effective Amendment No. 223 to Registrant's Registration Statement on Form N-1A filed on December 29, 2015.
68.    
Incorporated herein by reference to Post-Effective Amendment No. 226 to Registrant's Registration Statement on Form N-1A filed on January 28, 2016.
69.    
Incorporated herein by reference to Post-Effective Amendment No. 227 to Registrant's Registration Statement on Form N-1A filed on January 28, 2016.
70.    
Incorporated herein by reference to Post-Effective Amendment No. 228 to Registrant's Registration Statement on Form N-1A filed on February 17, 2016.
71.    
Incorporated herein by reference to Post-Effective Amendment No. 229 to Registrant's Registration Statement on Form N-1A filed on February 17, 2016.
72.    
Incorporated herein by reference to Post-Effective Amendment No. 230 to Registrant's Registration Statement on Form N-1A filed on June 28, 2016.
73.    
Incorporated herein by reference to Post-Effective Amendment No. 231 to Registrant's Registration Statement on Form N-1A filed on July 20, 2016.
74.    
Incorporated herein by reference to Post-Effective Amendment No. 232 to Registrant's Registration Statement on Form N-1A filed on July 29, 2016.
75.    
Incorporated herein by reference to Post-Effective Amendment No. 233 to Registrant's Registration Statement on Form N-1A filed on July 29, 2016.
76.    
Incorporated herein by reference to Post-Effective Amendment No. 236 to Registrant's Registration Statement on Form N-1A filed on September 28, 2016.
77.    
Filed herewith.
 
ITEM 29.   Persons Controlled by or Under Common Control with the Registrant
 
No person is controlled by or under common control with the Registrant.

ITEM 30.   Indemnification

Under Delaware law, Section 3817 of the Treatment of Delaware Statutory Trusts empowers Delaware business trusts to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions as may be set forth in the governing instrument of the business trust.  The Registrant's Trust Instrument contains the following provisions:
Article VII. Section 2.   Indemnification and Limitation of Liability .  The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, Advisor or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, as provided in Section 3 of this Article VII, the Trust out of its assets shall indemnify and hold harmless each and every Trustee and officer of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Trustee's performance of his or her duties as a Trustee or officer of the Trust; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.

Article VII. Section 3.   Indemnification.
(a)  Subject to the exceptions and limitations contained in Subsection (b) below:
(i)  every person who is, or has been, a Trustee or an officer, employee or agent of the Trust (including any individual who serves at its request as director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise) ("Covered Person") shall be indemnified by the Trust or the appropriate Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in the settlement thereof; and
(ii)  as used herein, the words "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened, and the words "liability" and "expenses" shall include, without limitation, attorneys, fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
(b)  No indemnification shall be provided hereunder to a Covered Person:
(i)  who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office, or (B) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or
(ii)  in the event the matter is not adjudicated by a court or other appropriate body, unless there has been a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office: by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).
(c)  The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, and shall inure to the benefit of the heirs, executors and administrators of a Covered Person.
(d)  To the maximum extent permitted by applicable law, expenses incurred in defending any proceeding may be advanced by the Trust before the disposition of the proceeding upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the Trust or applicable Series if it is ultimately determined that he is not entitled to indemnification under this Section; provided, however, that either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such Covered Person will not be disqualified from indemnification under this Section.
(e)  Any repeal or modification of this Article VII by the Shareholders, or adoption or modification of any other provision of the Declaration or By-laws inconsistent with this Article, shall be prospective only, to the extent that such repeal, or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification available to any Covered Person with respect to any act or omission which occurred prior to such repeal, modification or adoption.
In addition, the Registrant has entered into Investment Advisory Agreements with its Advisors and Distribution Agreements with its Distributor.  These agreements provide indemnification for those entities and their respective affiliates.  The Advisors' and Distributor's personnel may serve as trustees and officers of the Trust.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended ("Securities Act"), may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Trust Instrument or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and, therefore, is 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 trustees, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues.
ITEM 31.  Business and other Connections of the Investment Advisor
See the section of the Prospectuses entitled "Management of the Fund – The Investment Advisor" and the section of the Statements of Additional Information entitled "Management and Other Service Providers" for the activities and affiliations of the officers and directors of the investment advisors to the Registrant.  The investment advisors provide investment advisory services to numerous institutional and individual clients in addition to the Registrant.
ITEM 32.  Principal Underwriter
(a)  Capital Investment Group, Inc. is underwriter and distributor for Alpha Risk Hedged Dividend Equity Fund, Arin Large Cap Theta Fund, Cavalier Dividend Income Fund, Cavalier Dynamic Growth Fund, Cavalier Fundamental Growth Fund, Cavalier Global Opportunities Fund,Cavalier Hedged High Income Fund, Cavalier Multi Strategist Fund, Cavalier Adaptive Income Fund, Cavalier Tactical Rotation Fund, Goodwood SMID Long/Short Fund,  Matisse Discounted Closed-End Fund Strategy, QCI Balanced Fund, Roumell Opportunistic Value Fund, SCS Tactical Allocation Fund , Sector Rotation Fund and Sirius S&P Strategic Large-Cap Allocation Fund,
(b)  Set forth below is information concerning each director and officer of the Distributor.  The principal business address of the Distributor and each such person is 100 E Six Forks Road, Suite 200, Raleigh, NC 27609.
(1)
(2)
(3)
Name
Position and Offices
With Underwriter
 
Positions and Offices
with Registrant
Richard K. Bryant
President
None
E.O. Edgerton, Jr.
Vice President
None
Con T. McDonald
Assistant Vice-President
None
W. Harold Eddins, Jr.
Assistant Vice-President
None
Kurt A. Dressler
Assistant Vice-President
None
Ronald L. King
Chief Compliance Officer
None
 
(c)  Not applicable.
ITEM 33.  Location of Accounts and Records
All account books and records not normally held by UMB Bank, n.a., the custodian to the Registrant, are held by the Registrant in the offices of The Nottingham Company, fund accountant and administrator to the Registrant; Nottingham Shareholder Services, LLC, transfer agent to the Registrant; or by each of the investment advisors to the Registrant.

The address of UMB Bank, n.a., is 928 Grand Boulevard, 5th Floor, Kansas City, Missouri  64106.  The address of The Nottingham Company is 116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802-0069.  The address of Nottingham Shareholder Services, LLC is 116 South Franklin Street, Post Office Box 4365, Rocky Mount, North Carolina 27803-0365.  The address for Arin Risk Advisors, LLC, investment advisor for the Arin Large Cap Theta Fund , is 200 Four Falls Corporate Center, Suite 211, Conshohocken, Pennsylvania 19428. The address of Cavalier Investments, Inc., investment advisor to certain of the Cavalier Funds is 50 Braintree Hill Office Park, Suite 105, Braintree, Massachusetts 02184.  The address for Beaumont Financial Partners, LLC, investment sub-advisor for the Cavalier Global Opportunities Fund and the Cavalier Tacticla Rotation Fund, is 250 1st Avenue, Suite 101, Needham, MA  02494.  The address for Bluestone Capital Management, LLC, the investment sub-advisor for the Cavalier Multi Strategist Fund, is 37 West Avenue, Suite 201, Wayne, PA  19087.  The address for Carden Capital, LLC, the investment sub-advisor for the Cavalier Hedged  High Income Fund and the Cavalier Multi Strategist Fund, is 101 N. Acacia Avenue, Suite 112, Solana Beach, CA  92075.    The address for Efficient Market Advisors, LLC, the investment sub-advisor for the Cavalier Adaptive Income Fund, is 4180 La Jolla Village Drive, Suite 315, La Jolla, CA  92037.  The address for Julex Capital Management, LLC, the investment sub-advisor for the Cavalier Multi Strategist Fund, is 101 Federal Street, Suite 1900, Boston, MA  02110.   The address for Navellier & Associates, Inc., the investment sub-advisor for the Cavalier Fundamental Growth Fund, is One E. Liberty, Suite 504, Reno, NV  89501.  The address for Parasol Investment Management, LLC, the investment sub-advisor for the Cavalier Multi Strategist Fund, is 520 North Cass Avenue, Suite 200, Westmont, IL  60559.  The address for StratiFi, LLC, investment sub-advisor for the Cavalier Dynamic Growth Fund, is 50 Congress Street, Suite 340, Boston, MA  021109.  The address for Validus Growth Investors, LLC, the investment sub-advisor for the Cavalier Dynamic Growth Fund, is 13520 Evening Creek Drive North, Suite 300B, San Diego, CA  92128.  The address for ARS Investment Management, LLC, investment advisor to the Alhpa Risk Hedged Dividend Equity Fund is 629 Highland Avenue, Suite 200, Needham, MA  02494.  The address of Deschutes Portfolio Strategies, Inc., investment advisor to the Matisse Discounted Closed-End Fund Strategy, is 4949 Meadows Road, Suite 200, Lake Oswego, Oregon 97035. The address for Goodwood Advisors, LLC, investment advisor for the Goodwood SMID Long/Short Fund, is 450 Laurel Street Suite 2105, Baton Rouge, LA 70801. The address for Grimaldi Portfolio Solutions, Inc., investment advisor to The Sector Rotation Fund, is 1207 Route 9, Suite 10, Wappingers Falls, NY 12590. The address for Roumell Asset Management, LLC, investment advisor to the Roumell Opportunistic Value Fund, is 2 Wisconsin Circle, Suite 660, Chevy Chase, Maryland 20815.  The address for Sentinel Capital Solutions, Inc., investment advisor to the SCS Tactical Allocation Fund , is 38 S. Potomac Street, Suite 203, Hagerstown, MD 21740.  The address for Sirius Point Advisors, Inc., investment advisor for the Sirius S&P Strategic Large-Cap Allocation Fund, is 11390 PO Box 277, Lovettsville, Virginia 20180.  The address for QCI Asset Management, Inc., investment advisor for the QCI Balanced Fund, is 40A Grove Street, Pittsford, New York 14534.
ITEM 34.  Management Services
None.
ITEM 35.  Undertakings
None.



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended ("Securities Act"), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this amendment to the 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, thereto duly authorized, in the City of Rocky Mount, and State of North Carolina on this 28 th day of September, 2016.
 
 
STARBOARD INVESTMENT TRUST
    
  By: /s/ Matthew J. Beck
 
 
Matthew J. Beck
    Secretary and Attorney-in-Fact
     

              
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following person in the capacities and on the date indicated.

Signature
Title
Date
     
     
                               *                              
Trustee and Chairman
September 28, 2016
James H. Speed, Jr.
   
     
                               *                              
Trustee
September 28, 2016
J. Buckley Strandberg
   
     
                               *                              
Trustee
September 28, 2016
Michael G. Mosley
   
     
                               *                              
Trustee
September 28, 2016
Theo H. Pitt, Jr.
   
     
                               *                              
President and Principal Executive Officer
September 28, 2016
Katherine M. Honey
   
     
                               *                              
Treasurer, Assistant Secretary and Principal
September 28, 2016
Ashley E. Harris
Financial Officer
 
     
* By: /s/  Matthew J. Beck
Dated: September 28, 2016
 
Matthew J. Beck
Secretary and Attorney-in-Fact
 


INTERIM INVESTMENT SUB-ADVISORY AGREEMENT


This Interim Investment Sub-advisory Agreement ("Agreement") is made and entered into as of August 1, 2016 by and among Starboard Investment Trust , a Delaware Statutory Trust ("Trust"), Canter Compass Investments, Inc., doing business as Cavalier Investments , a Massachusetts corporation ("Advisor") and Carden Capital LLC , a California Limited Liability Company ("Sub-Advisor").

WHEREAS , the Advisor acts as the investment advisor to the Cavalier Multi Strategist Fund, and the Cavalier Hedged High Income Fund, each a series of the Trust (the "Funds," and each a "Fund"), pursuant to that certain Interim Investment Advisory Agreement, dated August 1, 2016, between the Advisor and the Trust with respect to the Fund ("Advisory Agreement");

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

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

WHEREAS , the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future;

WHEREAS, each of the Advisor and Sub-Advisor is registered as an investment advisor under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and engages in the business of asset management; and

WHEREAS , the Advisor, subject to the approval of the Board of Trustees of the Trust ("Trustees"), desires to retain the Sub-Advisor  on an interim basis subject to Rule 15(a)(4) under the Inverstment Company Act to assist the Advisor in rendering certain investment management services to the Fund, and the Sub-Advisor is willing to render such services;

WHEREAS , the Trustees, including a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, by a vote cast in person at a meeting called for the purpose of voting on such approval have approved this Agreement;

NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.   Engagement and Obligations of Sub-Advisor.  The Advisor hereby appoints and retains the Sub-Advisor to act as a sub-advisor to the Advisor and to provide the following services for the period and on the terms and conditions set forth in this Agreement.
1

  (a)  Services .  The Sub-Advisor agrees to perform the following services (the "Services"):

(i) subject to the supervision of the Trustee's and the Advisor, the Sub-Advisor will provide a continuous investment program for the portion of the Fund's portfolio allocated to the Sub-Advisor by the Advisor and determine the composition of the assets of the Fund's portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in such portion of the Fund's portfolio;

(ii) select brokers and dealers to execute the purchase and/or sale, consistent with the Sub-Advisor's duty to seek "best execution" on behalf of the Fund, of portfolio securities of the Fund;

(iii) provide the Advisor and the Fund with such records concerning the Sub-Advisor's activities under this Agreement as the Advisor and the Fund may request from time to time or as otherwise required by applicable law; and

(iv) render regular reports to the Advisor and the Trustees concerning the Sub-Advisor's discharge of the foregoing responsibilities.

The Sub-Advisor shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Fund and in compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund's objectives, policies, and limitations as set forth in its prospectus ("Prospectus"), as the same may be amended from time to time; and (iii) with all applicable laws and regulations.  All Services to be furnished by the Sub-Advisor under this Agreement may be furnished through the medium of any directors, officers or employees of the Sub-Advisor or through such other parties as the Sub-Advisor may determine from time to time.

(b)   Expenses and Personnel .  The Sub-Advisor agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required to perform the Services on the terms and for the compensation provided herein.

(c)   Books and Records .  All books and records prepared and maintained by the Sub-Advisor for the Advisor and/or the Fund under this Agreement shall be the property of the Advisor and/or the Fund and, upon request therefor, the Sub-Advisor shall surrender to the appropriate party such of the books and records so requested.

2.   Compensation of the Sub-Advisor .  The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows:
2



Cavalier Multi Strategist Fund
Fund Net Assets
Fee Rate
$0 to $20 Million
15 basis points on assets under management ("AUM")
>$20 Million to $100 Million
35 basis points only on those AUM above $20 Million
Above $100 Million
35 basis points (on all AUM)

Cavalier Hedged High Income Fund
Fund Net Assets
Fee Rate
$0 to $20 Million
15 basis points on assets under management ("AUM")
>$20 Million to $100 Million
35 basis points only on those AUM above $20 Million
Above $100 Million
35 basis points (on all AUM)

The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a specified period of time at the conclusion of each quarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor.

The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount").  The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation;

If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor.

If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account).  Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.
3


3.   Status of Investment Sub-Advisor .  The services of the Sub-Advisor to the Advisor, and the Fund are not to be deemed exclusive, and the Sub-Advisor shall be free to render similar services to others (including, without limitation, any other registered investment management company, or series thereof) so long as its Services to the Fund are not impaired thereby.  The Sub-Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Advisor or the Fund in any way or otherwise be deemed an agent of the Advisor or the Fund.  Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Advisor, who may also be a trustee, officer or employee of the Advisor or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

4.   Permissible Interests .  Trustees, agents, and stockholders of the Fund and the Advisor are or may be interested in the Sub-Advisor (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise; and directors, partners, officers, agents, and stockholders of the Sub-Advisor are or may be interested in the Advisor or the Fund as trustees, directors, officers, stockholders or otherwise; and the Sub-Advisor (or any successor) is or may be interested in the Advisor or the Fund as a stockholder or otherwise.

5.   Limits of Liability; Indemnification .  The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder.  The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein.

The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement.

The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.
4


6.   Term.   This Agreement shall remain in effect for an initial term of 150 days from the effective date, provided that:

(a). The Trust may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 10 calendar days' written notice of a decision to terminate this Interim Sub-Advisory Agreement by (i) the Trust's trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;
(b). The Interim Sub-Advisory Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act and the rules thereunder);
(c). The Sub-Advisor may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 60 calendar days' written notice to the Fund and Trust; and
(d). The Interim Sub-Advisory Agreement shall terminate immediately upon approval by the Fund's shareholders of a new investment advisory agreement between the Trust and the Advisor.

7.   Prohibited Conduct.   The Sub-Advisor may not consult with any other sub-advisor of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Fund, except that such consultations are permitted between the current and successor sub-advisor of the Fund in order to effect an orderly transition of portfolio management duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Act.

8.   Use of Names.

(a)   It is understood that the name "Cavalier Investments" or any derivative thereof or logo associated with that name is the valuable property of the Advisor and/or its affiliates, and that the Sub-Advisor has the right to use such name (or derivative or logo) only with the approval of the Advisor and only so long as the Advisor is Advisor to the Trust and/or the Fund.  Upon termination of the Advisory Agreement between the Trust and the Advisor, the Trust or the Advisor shall notify the Sub-Advisor of the termination of the Advisory Agreement and the Sub-Advisor shall as soon as is reasonably possible cease to use such name (or derivative or logo).

(b)   It is understood that the names "Carden Capital" or any derivative thereof or logos associated with those names are the valuable property of the Sub-Advisor and its affiliates and that the Trust and/or the Fund have the right to use such names (or derivatives or logos) in offering materials of the Trust with the approval of the Sub-Advisor and for so long as the Sub-Advisor is a sub-advisor to the Trust and/or the Fund.  Upon termination of this Agreement between the Advisor, and the Sub-Advisor, the Trust shall as soon as is reasonably possible cease to use such names (or derivatives or logos).
5


9.   Cooperation; Confidentiality .  Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the U.S. Securities and Exchange Commission (the "SEC") in connection with any investigation or inquiry relating to this Agreement or the Trust.

Subject to the foregoing, the Sub-Advisor shall treat as confidential all information pertaining to the Trust and actions of the Trust, the Advisor and the Sub-Advisor, and the Advisor shall treat as confidential and use only in connection with the Fund all information furnished to the Trust or the Advisor by the Sub-Advisor, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under Applicable Law or at the request of regulators or self-regulatory organizations, if generally available to the public through means other than by disclosure by the Sub-Advisor or the Advisor, or if available from a source other than the Advisor, Sub-Advisor or the Trust.  Notwithstanding any of the foregoing the Sub-Advisor may disclose confidential information if specifically authorized by the Advisor or the Trust and the Advisor or the Trust may disclose confidential information if specifically authorized by the Sub-Advisor.

10.   Amendments .  No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Trust's outstanding voting securities.

11.   Applicable Law .  This Agreement shall be construed in accordance with, and governed by, the substantive laws of the State of Delaware, without regard to the principles of the conflict of laws or the choice of laws,   provided that nothing herein shall be construed in a manner inconsistent with the Act, the Advisers Act or rules or orders of the SEC thereunder..

12.   Representations and Warranties .

(a)   Representations and Warranties of the Sub-Advisor .  The Sub-Advisor hereby represents and warrants to the Advisor and the Fund as follows: (i) the Sub-Advisor is a Limited Liability Company duly organized and in good standing under the laws of the State of California and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

(b)   Representations and Warranties of the Advisor .  The Advisor hereby represents and warrants to the Sub-Advisor as follows: (i) the Advisor is a corporation duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.
6


13.   Severability .  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

14.   Notice.  Any notice must be in writing and shall be deemed to have been given when (1) delivered in person, (2) dispatched by telegram or electric facsimile transfer (confirmed in writing by postage prepaid first class mail simultaneously dispatched), (3) sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Trust:
Starboard Investment Trust
116 S Franklin Street
Rocky Mount, NC 27802

If to the Advisor:
Cavalier Investments
50 Braintree Hill Park #105
Braintree, MA 02184

If to the Sub-Advisor
Carden Capital
101 N. Acacia Avenue, Suite 112
Solana Beach, CA 92075

15.   Notice of Certain Changes in Sub-Advisor.  The Sub-Advisor is hereby obligated to notify the Fund and Advisor if there is a material change in the Sub-Advisor's equity ownership, whether, as the case may be, of members, shareholders, general or limited partners, or senior executive personnel, within a reasonable time after such change takes place.
16.   Miscellaneous.
(a)   The term "affiliate" or "affiliated person" as used in this Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the Act.

(b)   The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
 
(c)   If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.
7


(d)   Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Advisor, or constituting the Advisor as an agent of the Sub-Advisor.

(e)   The Advisor and the Sub-Advisor each affirm that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information.

(f)   The Trust, the Advisor and the Sub-Advisor acknowledge that each may have obligations under the laws and regulations of the United States to verify the source of funds and identity of investors in accordance with the USA Patriot Act, and any rules or regulations adopted thereunder (collectively the "Patriot Act").  Each party agrees to assist the other parties in monitoring transactions in accordance with the Patriot Act.  If required by applicable law or regulation, each party shall provide the other parties with documentation evidencing the identity of a beneficial owner or owners of shares of the Fund upon request when a party is required by a law, court order, or by administrative or regulatory entity to disclose the identity of the beneficial owner(s).

(g)   This Agreement may be executed in counterparts.



[Remainder of page left intentionally blank]
[Signature pages follow]
8




IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the day and the year first written above.



TRUST
INVESTMENT ADVISOR
 
STARBOARD INVESTMENT TRUST
 
 
 
  /s/ Katherine M. Honey  
CAVALIER INVESTMENTS
 
 
 
  /s/ Gregory A. Rutherford  
   
BY:  Katherine M.  Honey
BY: 
   
TITLE:  President
TITLE:  CEO
   
   
   
INVESTMENT SUB-ADVISOR
 
 
CARDEN CAPITAL
 
  /s/ Sean Wright      
 
   
BY:   Sean Wright
 
   
TITLE:
 

9
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT


This Interim Investment Sub-advisory Agreement ("Agreement") is made and entered into as of August 1, 2016 by and among Starboard Investment Trust , a Delaware Statutory Trust ("Trust"), Canter Compass Investments, Inc., doing business as Cavalier Investments , a Massachusetts corporation ("Advisor") and StratiFi LLC , a Delaware Limited Liability Company ("Sub-Advisor").

WHEREAS , the Advisor acts as the investment advisor to the Cavalier Dynamic Growth Fund, a series of the Trust ("Fund"), pursuant to that certain Interim Investment Advisory Agreement, dated August 1, 2016, between the Advisor and the Trust with respect to the Fund ("Advisory Agreement");

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

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

WHEREAS , the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future;

WHEREAS, each of the Advisor and Sub-Advisor is registered as an investment advisor under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and engages in the business of asset management; and

WHEREAS , the Advisor, subject to the approval of the Board of Trustees of the Trust ("Trustees"), desires to retain the Sub-Advisor  on an interim basis subject to Rule 15(a)(4) under the Investment Company Act to assist the Advisor in rendering certain investment management services to the Fund, and the Sub-Advisor is willing to render such services;

WHEREAS , the Trustees, including a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, by a vote cast in person at a meeting called for the purpose of voting on such approval have approved this Agreement;

NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.  Engagement and Obligations of Sub-Advisor.  The Advisor hereby appoints and retains the Sub-Advisor to act as a sub-advisor to the Advisor and to provide the following services for the period and on the terms and conditions set forth in this Agreement.

  (a)  Services .  The Sub-Advisor agrees to perform the following services (the "Services"):

(i) subject to the supervision of the Trustee's and the Advisor, the Sub-Advisor will provide a continuous investment program for the portion of the Fund's portfolio allocated to the Sub-Advisor by the Advisor and have the investment discretion to determine the composition of such assets in the Fund's portfolio, including determination and execution of the purchase, retention, or sale of the securities, cash, and other investments contained in such portion of the Fund's portfolio. Provided, however, that the Sub-Advisor requires the Advisor to coordinate with the portfolio managers of other various sleeves of allocation in the Fund, in order to provide the information necessary for the Sub-Advisor to enact its overlay and investment program;

(ii) select brokers and dealers to execute the purchase and/or sale, consistent with the Sub-Advisor's duty to seek "best execution" on behalf of the Fund, of portfolio securities of the Fund;

(iii) provide the Advisor and the Fund with such records concerning the Sub-Advisor's activities under this Agreement as the Advisor and the Fund may request from time to time or as otherwise required by applicable law; and

(iv) render regular reports to the Advisor and the Trustees concerning the Sub-Advisor's discharge of the foregoing responsibilities.

The Sub-Advisor shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Fund and in compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund's objectives, policies, and limitations as set forth in its prospectus ("Prospectus"), as the same may be amended from time to time; and (iii) with all applicable laws and regulations.  All Services to be furnished by the Sub-Advisor under this Agreement may be furnished through the medium of any directors, officers or employees of the Sub-Advisor or through such other parties as the Sub-Advisor may determine from time to time.

(b)  Expenses and Personnel .  The Sub-Advisor agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required to perform the Services on the terms and for the compensation provided herein.

(c)  Books and Records .  All books and records prepared and maintained by the Sub-Advisor for the Advisor and/or the Fund under this Agreement shall be the property of the Advisor and/or the Fund and, upon request therefor, the Sub-Advisor shall surrender to the appropriate party such of the books and records so requested. Notwithstanding the foregoing, Sub-Advisor is authorized to maintain copies of all such records.


2.  Compensation of the Sub-Advisor .  The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows:

Fund Net Assets
Fee Rate
$0 to $10 Million
Zero
<$10 Million to $20 Million
5 basis points
<$20 Million to $100 Million
15 basis points only on those assets under management ("AUM") above $20 Million
Above $100 Million
15 basis points (on all AUM)

The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a specified period of time at the conclusion of each quarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor.

The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount").  The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation;

If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor.

If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account).  Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

3.  Status of Investment Sub-Advisor .  The services of the Sub-Advisor to the Advisor, and the Fund are not to be deemed exclusive, and the Sub-Advisor shall be free to render similar services to others (including, without limitation, any other registered investment management company, or series thereof) so long as its Services to the Fund are not reasonably impaired thereby.  The Sub-Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Advisor or the Fund in any way or otherwise be deemed an agent of the Advisor or the Fund.  Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Advisor, who may also be a trustee, officer or employee of the Advisor or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.


4.  Permissible Interests .  Trustees, agents, and stockholders of the Fund and the Advisor are or may be interested in the Sub-Advisor (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise; and directors, partners, officers, agents, and stockholders of the Sub-Advisor are or may be interested in the Advisor or the Fund as trustees, directors, officers, stockholders or otherwise; and the Sub-Advisor (or any successor) is or may be interested in the Advisor or the Fund as a stockholder or otherwise.

5.  Limits of Liability; Indemnification .  The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder.  The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein.

The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement.

The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

6.  Term.   This Agreement shall remain in effect for an initial term of 150 days from the effective date, provided that:

(a). The Trust may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 10 calendar days' written notice of a decision to terminate this Interim Sub-Advisory Agreement by (i) the Trust's trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;
 
 

 
 
(b). The Interim Sub-Advisory Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act and the rules thereunder);
(c). The Sub-Advisor may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 60 calendar days' written notice to the Fund and Trust; and
(d). The Interim Sub-Advisory Agreement shall terminate immediately upon approval by the Fund's shareholders of a new investment advisory agreement between the Trust and the Advisor.

7.  Prohibited Conduct.   The Sub-Advisor may not consult with any other sub-advisor of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Fund, except that such consultations are permitted between the current and successor sub-advisor of the Fund in order to effect an orderly transition of portfolio management duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Act.

8.  Use of Names.

(a)  It is understood that the name "Cavalier Investments" or any derivative thereof or logo associated with that name is the valuable property of the Advisor and/or its affiliates, and that the Sub-Advisor has the right to use such name (or derivative or logo) only with the approval of the Advisor and only so long as the Advisor is Advisor to the Trust and/or the Fund.  Upon termination of the Advisory Agreement between the Trust and the Advisor, the Trust or the Advisor shall notify the Sub-Advisor of the termination of the Advisory Agreement and the Sub-Advisor shall as soon as is reasonably possible cease to use such name (or derivative or logo).  

(b)   It is understood that the names "StratiFi" or any derivative thereof or logos associated with those names are the valuable property of the Sub-Advisor and its affiliates and that the Trust and/or the Fund have the right to use such names (or derivatives or logos) in offering materials of the Trust with the approval of the Sub-Advisor and for so long as the Sub-Advisor is a sub-advisor to the Trust and/or the Fund.  Upon termination of this Agreement between the Advisor, and the Sub-Advisor, the Trust shall as soon as is reasonably possible cease to use such names (or derivatives or logos).

9.  Cooperation; Confidentiality .  Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the U.S. Securities and Exchange Commission (the "SEC") in connection with any investigation or inquiry relating to this Agreement or the Trust.

          Subject to the foregoing, the Sub-Advisor shall treat as confidential all information pertaining to the Trust and actions of the Trust, the Advisor and the Sub-Advisor, and the Advisor shall treat as confidential and use only in connection with the Fund all information furnished to the Trust or the Advisor by the Sub-Advisor, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under Applicable Law or at the request of regulators or self-regulatory organizations, if generally available to the public through means other than by disclosure by the Sub-Advisor or the Advisor, or if available from a source other than the Advisor, Sub-Advisor or the Trust.  Notwithstanding any of the foregoing the Sub-Advisor may disclose confidential information if specifically authorized by the Advisor or the Trust and the Advisor or the Trust may disclose confidential information if specifically authorized by the Sub-Advisor.

10.  Amendments .  No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Trust's outstanding voting securities.

11.  Applicable Law .  This Agreement shall be construed in accordance with, and governed by, the substantive laws of the State of Delaware, without regard to the principles of the conflict of laws or the choice of laws,   provided that nothing herein shall be construed in a manner inconsistent with the Act, the Advisers Act or rules or orders of the SEC thereunder..

12.  Representations and Warranties .

(a)  Representations and Warranties of the Sub-Advisor .  The Sub-Advisor hereby represents and warrants to the Advisor and the Fund as follows: (i) the Sub-Advisor is a Limited Liability Company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

(b)  Representations and Warranties of the Advisor .  The Advisor hereby represents and warrants to the Sub-Advisor as follows: (i) the Advisor is a corporation duly organized and in good standing under the laws of the State of Masachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

13.  Severability .  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.


14.  Notice.  Any notice must be in writing and shall be deemed to have been given when (1) delivered in person, (2) dispatched by telegram or electric facsimile transfer (confirmed in writing by postage prepaid first class mail simultaneously dispatched), (3) sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Trust:
Starboard Investment Trust
116 S Franklin Street, PO Box 69
Rocky Mount, NC 27802-0069

If to the Advisor:
Cavalier Investment Inc.
50 Braintree Hill Office Park #105
Braintree, MA 02184

If to the Sub-Advisor
StratiFi
50 Congress Street, Suite 340
Boston, MA 02109

15.  Notice of Certain Changes in Sub-Advisor.  The Sub-Advisor is hereby obligated to notify the Fund and Advisor if there is a material change in the Sub-Advisor's equity ownership, whether, as the case may be, of members, shareholders, general or limited partners, or senior executive personnel, within a reasonable time after such change takes place.
16.  Miscellaneous.
(a)  The term "affiliate" or "affiliated person" as used in this Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the Act.

(b)  The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
 
(c)  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.

(d)  Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Advisor, or constituting the Advisor as an agent of the Sub-Advisor.

(e)  T he Advisor and the Sub-Advisor each affirm that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information.


(f)  The Trust, the Advisor and the Sub-Advisor acknowledge that each may have obligations under the laws and regulations of the United States to verify the source of funds and identity of investors in accordance with the USA Patriot Act, and any rules or regulations adopted thereunder (collectively the "Patriot Act").  Each party agrees to assist the other parties in monitoring transactions in accordance with the Patriot Act.  If required by applicable law or regulation, each party shall provide the other parties with documentation evidencing the identity of a beneficial owner or owners of shares of the Fund upon request when a party is required by a law, court order, or by administrative or regulatory entity to disclose the identity of the beneficial owner(s).

(g)   This Agreement may be executed in counterparts.



[Remainder of page left intentionally blank]
[Signature pages follow]




IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the day and the year first written above.



TRUST
INVESTMENT ADVISOR
 
STARBOARD INVESTMENT TRUST
 
 
 /s/ Katherine M. Honey 
CAVALIER INVESTMENTS
 
 
 /s/ Gregory A. Rutherford 
   
BY:   Katherine M. Honey
BY:  Gregory A. Rutherford
   
TITLE:  President
TITLE:   CEO
   
   
INVESTMENT SUB-ADVISOR
 
 
STRATIFI
 
 
/s/ Akhil Lodha 
 
   
BY:   Akhil Lodha
 
   
TITLE:   CEO
 



INTERIM INVESTMENT ADVISORY AGREEMENT
Between
STARBOARDINVESTMENTTRUST
and

CAVALIER INVESTMENTS, INC.
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INDEX

1.
APPOINTMENT OF THE ADVISOR
pg 3
2.
OBLIGATIONS OF THE ADVISOR
pg 3
3 .
COMPENSATION
pg 5
4.
LIMITATION OF LIABILITY AND INDEMNIFICATION
pg 6
5 .
STATUS OF ADVISOR
pg 7
6.
RETENTION OF SUB-ADVISOR
pg 7
7 .
LIABILITY OF SHAREHOLDERS
pg 7
8 .
REPRESENTATIONS AND WARRANTIES
pg 7
9.
NOTICE OF CHANGE IN CONTROL
pg 8
10 .
DURATION AND TERMINATION
pg 8
11 .
AMENDMENT OF INTERIM AGREEMENT
pg 8
12.
APPLICABLE LAW
pg 9
13.
STRUCTURE OF AGREEMENT
pg 9
14.
SEVERABILITY
pg 9
15 .
MISCELLANEOUS
pg 9
     
  APPENDIX A   pg 11


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INTERIM INVESTMENT ADVISORY AGREEMENT


This Interim Investment Advisory Agreement ("Interim Agreement") is made and entered into effective as of August 1, 2016 by and between Cavalier Investments, Inc., a Massachusetts corporation (the "Advisor"), and the Starboard Investment Trust (the "Trust"), a Delaware statutory trust, on behalf of the Cavalier Funds (each a "Fund" and, together, the "Funds"), each a series of the Trust.
WHEREAS , the Trust is registered as an open-end management investment company under the Investment Company Act of 1940;
WHEREAS , the Trust has designated the Funds as series of interests in the Trust;
WHEREAS , the Advisor is registered as an  investment advisor under the  Investment Advisers Act of 1940, and engages in the business of asset management; and
WHEREAS , the Trust desires to retain the Advisor, on an interim basis and subject to Rule 15(a)(4) under the Investment Company Act to furnish investment advisory and administrative services to the Funds and the Advisor is willing to so furnish such services;
NOW THEREFORE , in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1.
Appointment of the  Advisor .   The Trust  appoints the  Advisor as  investment advisor to the Funds, each a series  of the Trust,  for the period and  on the terms set forth  in this Interim Agreement. The Advisor accepts such  appointment and agrees  to furnish the services  set forth  herein, for the compensation indicated in Appendix A.
2.
Obligations of the Advisor .  Subject to the supervision of the Trust's Board  of Trustees, the  Advisor will  provide a  continuous investment program for  the Funds.
(a)
Services.     The  Advisor agrees  to  perform the following services  for  the Funds and Trust:
(i)
Manage the investment and reinvestment of the assets of the Funds;
(ii)
Continuously review, supervise, and administer the investment program of the Funds;

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(iii)
Determine , in its discretion, the securities to be purchased, retained, or sold (and implement those decisions) with respect to the Funds;
(iv)
Provide the Funds and Trust with records  concerning the Advisor's activities under this Interim Agreement which  the Funds and Trust are required to maintain;
(v)
Render     regular   reports   to   the   Trust's  trustees  and    officers concerning the Advisor's discharge of the foregoing responsibilities; and
(vi)
Perform such other services  as agreed  by the Advisor and  the Trust from time to time.
The Advisor shall discharge the foregoing responsibilities subject to the control of the trustees and officers of the Trust and in compliance with (i) such policies as the trustees may from time to time establish; (ii) the Funds' objectives, policies, and limitations as set forth in their prospectus and statement of additional information, as the same may be amended from time to time; and (iii) with all applicable laws and regulations. All services to be furnished by the Advisor under this Interim Agreement may be furnished through the medium of any directors, officers, or employees of the Advisor or through such other parties as the Advisor may determine from time to time.
(b)
Expenses and  Personnel .  The Advisor agrees, at its own  expense or at the expense   of  one  or  more   of  its  affiliates, to  render its  services   and   to provide the office space, furnishings, equipment, and  personnel as may be reasonably required in  the  judgment of the  trustees and  officers  of  the Trust   to  perform the  services   on  the  terms  and  for  the  compensation provided  herein.   The  Advisor shall  authorize and   permit any  of  its officers,  directors, and   employees, who   may  be  elected   as  trustees or officers  of the Trust,  to serve  in the  capacities in which  they  are  elected. Except to the extent  expressly assumed by the Advisor herein and  except to the  extent  required by law  to be paid  by  the  Advisor, the  Trust  shall pay all costs and  expenses in connection with its operation.
(c)
Fund Transactions.    The Advisor is  authorized to  select  the  brokers or dealers that will execute  the purchases and  sales of portfolio securities for the Funds . With respect to brokerage selection , the Advisor shall seek to obtain  the best overall execution for fund  transactions, which  is a combination of price, quality of execution, and  other  factors . The Advisor  may,  in its discretion, purchase and  sell portfolio securities from  and  to brokers and  dealers who  provide the  Advisor with  brokerage, research, analysis , advice,  and  similar  services,  and  the  Advisor may  pay  to these brokers and  dealers, in return for such  services, a higher commission or spread than  may  be charged by other  brokers and  dealers, provided that the  Advisor determines in good  faith  that  such  commission is reasonable in terms  either  of that particular transaction or of the overall responsibility of  the  Advisor  to  the  Funds and   its  other   clients   and   that   the  total commission  paid   by  the  Funds will  be  reasonable  in  relation  to  the benefits  to the Funds and its other  clients over the long-term. The Advisor will promptly communicate to  the  officers  and  the  trustees of the Trust such  information relating to portfolio transactions as they may reasonably request.

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(d)
Books and Records.     All books  and  records prepared and  maintained by the  Advisor for  the Funds and  Trust  under this Interim Agreement shall be the  property of the Funds and  Trust  and,  upon request therefore, the Advisor shall  surrender to  the  Funds and  Trust  such  of the  books  and records so requested.
(e)
  Compliance Procedures.     The  Advisor  will,  in  accordance  with   Rule 206(4)-7 of the Investment Advisers Act of 1940, adopt and implement written policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 and will provide the Trust with copies of such written policies and procedures upon request.
3.
Compensation.  The Trust  will pay, or cause  to be paid  to, the Advisor and  the Advisor will accept as full compensation an investment advisory fee, based  upon the  daily  average net  assets  of each  Fund, computed at  the end  of each  month and   payable within  five  business  days   thereafter,  based   upon the  schedule attached hereto as Appendix A.
 
The investment advisory fee shall be held  in an interest-bearing escrow  account with  the  Funds' custodian ("Escrow Amount").   The Escrow  Amount shall  be calculated as of the last business day of each month based upon the average daily net  assets   of  the  Funds determined  in  the  manner  described in  the  Funds' Prospectus and/ or Statement of Additional Information, and  shall  be paid  into the escrow  account within five (5) days after such calculation;
 
 
 
 
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  If a majority of the Funds' oustanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow accounting) will be paid to the Advisor. 
 
If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Agreement, the Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Advisor in performing services  under this Interim  Agreement (including interest, but  less any  bank fee on  the  escrow  account); or  (ii) the  Escrow  Amount (including interest, but  less any  bank  fee on  the  escrow  account).  Any fee paid  to the  Advisor under this paragraph must  be pre-approved by the Trust's Board of Trustees.
   
4.
Limitation of   Liability  and    Indemnification.    The   Advisor assumes  no responsibility under this  Interim Agreement other  than  to  render the  services called  for hereunder.  The Advisor shall  not be liable for any  error  of judgment or for any loss suffered by the Funds or Trust  in connection with  the matters to which  this Interim Agreement relates,  except  a loss  resulting from  a breach  of fiduciary duty   with  respect to  receipt  of  compensation for  services   or  a  loss resulting from  willful  misfeasance, bad  faith,  or gross  negligence on  the  part  of the  Advisor  in  the  performance of its duties or from  reckless  disregard by  the Advisor  of its obligations and  duties under this Interim Agreement.  It is agreed that the Advisor shall have no responsibility or liability  for the accuracy  or completeness  of   the   Trust's  registration  statement  under  the   Investment Company  Act  of 1940  or  the  Securities  Act  of 1933,  except  for  information supplied by the Advisor for inclusion therein. The Trust agrees  to indemnify the Advisor  to the full extent  permitted by the Trust's Declaration of Trust.
 
Any liability of the Advisor to the Funds shall not automatically impart liability on the part of the Advisor to any other series of the Trust.  The Funds shall not be liable  for  the  obligations of any  other  series  of the  Trust,  nor  shall  any  other series  of the Trust  be liable for  the obligations of the Funds.  The limitations of liability provided under this section  are not  to be construed so as to provide for limitation  of  liability   for  any  liability   (including liability   under  U.S.  federal securities  laws   that,   under  certain  circumstances, impose  liability   even   on persons  that  act in  good  faith)  to  the  extent  (but  only  to  the  extent)  that  such limitation  of  liability   would  be  in  violation  of  applicable  law,   but   will  be construed so  as  to  effectuate the  applicable provisions of  this  section   to  the maximum extent  permitted by applicable law.
 
 
 
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5.
Status of Advisor.   The services of the Advisor to the Funds and  Trust  are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Funds and Trust are not impaired thereby; provided, however, that without the written consent of the Trust's Board of Trustees, the Advisor will not serve as investment advisor to any other investment company having a similar investment strategy to that of the Funds . The Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Funds in any way or otherwise be deemed an agent of the Funds or Trust. Nothing in this Interim Agreement shall limit or restrict the right of any director, officer, or employee of the Advisor, who may also be a trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature. If a   majority  of   the   Funds'   outstanding  voting  securities  ("majority  of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Advisor.

6.
Liability   of   Shareholders.     Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Interim Agreement are not binding upon any of the shareholders of the Trust individually but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit.
 
7.
Representations and Warranties.
   
  (a) The Advisor represents and warrants to the Trust as follows: (i) the Advisor is a corporation duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Interim Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940, and shall maintain such registration in effect at all times during the term of this Interim Agreement.
     
  (b) The Trust represents and warrants to the Advisor as follows: (i) the Trust has been duly organized as a statutory trust under the laws of the State of Delaware and is authorized to enter into this Interim Agreement and carry out its terms; (ii) the Trust is registered as an investment company with the Securities and Exchange Commission under the Investment Company Act of 1940; (iii) shares of the Funds are (or will be) registered for offer and  sale  to the  public  under the Securities  Act of 1933; and  (iv) such registrations will be kept in effect during the term of this Interim Agreement.
 
 
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8.
Notice of  Change in  Control.  The Advisor is obligated to notify  the Trust  if there is a change in the members of the Advisor within a reasonable time after such change takes place .
   
9. Duration and Termination. This Interim Agreement shall remain in effect for a term of 150 days from  the effective date, provided that:
   
  (a) The Trust may, at any time and without the payment of any penalty, terminate this Interim Agreement upon 10 calendar days' written notice of a decision to terminate this Interim Agreement by (i) the Trust's trustees; or (ii) the vote of a majority of the outstanding voting securities of the Funds;
     
  (b).  The Interim Agreement shall immediately terminate in the event  of its assignment (within the meaning of the Investment Company Act and  the rules thereunder);
     
  (c). The Advisor may, at any time and without the payment of any penalty, terminate this Interim Agreement upon 60 calendar days' written notice to the Funds and Trust; and
     
  (d) The Interim Agreement shall terminate immediately upon approval by the Funds' shareholders of a new investment advisory agreement between the Trust and the Advisor.
     
 10. Amendment of Interim Agreement.  No provision of this  Interim Agreement may be changed, waived, discharged, or terminated orally,  but only  by a written instrument signed by the party  against which  enforcement of the change, waiver, discharge or  termination is  sought.   No  material amendment of  this  Interim Agreement shall  be effective  until  approved by vote  of the holders of a majority of  the  Funds'  outstanding  voting  securities (as  defined  in   the   Investment Company Act) .
   
11. Applicable Law. This Interim Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware .

 
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12. 
Structure of Agreement.  The Trust   is  entering into  this  Interim  Agreement solely on  behalf  of the Funds.  Without limiting the  generality of the foregoing: (i) no breach of any term of this Interim Agreement shall create a right or obligation with respect to any series of the Trust other than the Funds; (ii) under no circumstances shall the Advisor have the right to set off claims relating to the Funds by applying property of any other series of the Trust; and (iii) the business and contractual relationships created by this Interim Agreement, consideration for entering into this Interim Agreement, and the consequences of such relationship and consideration relate solely to the Funds.
   
13. Severability. If any provision of this Interim Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Interim Agreement shall not be affected thereby.
   
14. Miscellaneous. The captions in this Interim 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.
 
 

[Signature Page Follows]
9 of 11

[Signature Page to Interim Investment Advisory; Agreement]


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

Starboard Investment Trust
On behalf of the Cavalier Funds



By:  /s/ Katherine M. Honey         

Name: Kate M. Honey

Title: Principal Executive Officer



 
Cavalier Investments, Inc.


By:  /s/ Gregory A. Rutherford   

Name:  Gregory A. Rutherford, CFP

Title:  CEO

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APPENDIX A
 
COMPENSATION SCHEDULE
 
For the services delineated in this Agreement, the Advisor shall  receive  an investment advisory fee equal to an  annualized rate  of the  average daily  net  assets  of each  of the Funds as listed  below.    The fee shall be calculated as of the last  business day  of each month based  upon the average daily  net assets  of each Fund  determined in the manner described in the Funds' Prospectus and Statement of Additional Information.

Fund
Investment Advisory
Fee
 
1. Cavalier Hedged High Income
 
0.45%
 
2. Cavalier Dividend Income
 
0.90%
 
3. Cavalier Fundamental Growth
 
1.00%
 
4 Cavalier Dynamic Growth
 
0.45%
 
5. Cavalier Global Opportunities
 
0.45%
 
6. Cavalier Tactical Rotation
 
1.00%
 
7. Cavalier Multi Strategist
 
0.45%
 
8. Cavalier Adaptive Income
(Previously, the Cavalier Stable Income Fund)
 
0.45%

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INTERIM INVESTMENT SUB-ADVISORY AGREEMENT

 
This Interim Investment Sub-advisory Agreement ("Agreement") is made and entered into as of August 1, 2016 by and among Starboard Trust, a Delaware Statutory Trust ("Trust"), Cavalier Investments Inc., a Massachusetts Limited Liability Company ("Advisor") and Beaumont Financial Partners LLC., DBA Beaumont Capital Management, a Massachusetts Limited Liability Company ("Sub-Advisor").
 
WHEREAS ,  the   Advisor  acts  as  the   investment  advisor  to  the   Cavalier  Global Opportunities Fund, a series of the Trust ("Fund"), pursuant to that certain Interim Investment Advisory Agreement, dated August 1, 2016, between the Advisor and the Trust with respect to the Fund ("Advisory Agreement");
 
WHEREAS , the Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the "Act");
 
WHEREAS , the Trust is authorized to issue separate series, each of which will offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies, and limitations;
 
WHEREAS , the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future;
 
WHEREAS , each of the Advisor and Sub-Advisor is registered as an investment advisor under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and engages in the business of asset management; and
 
WHEREAS , the Advisor, subject to the approval of the Board of Trustees of the Trust ("Trustees"), desires to r etain the Sub-Advisor  on an interim basis subject to Rule 15(a)(4) under the Investment Company Act to assist the Advisor in rendering certain investment management services to the Fund, and the Sub-Advisor is willing to render such services;
 
WHEREAS , the Trustees, including a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, by a vote cast in person at a meeting called for the purpose of voting on such approval have approved this Agreement;
 
NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
 
1.  Engagement and Obligations  of Sub-Advisor .   The Advisor hereby appoints and retains the Sub-Advisor to act as a sub-advisor to the Advisor and to provide the following services for the period and on the terms and conditions set forth in this Agreement.
1


(a)  Services.    The Sub-Advisor agrees to perform the following services (the
"Services"):
 
 
(i)
subject to the supervision of the Trustee's and the Advisor, the Sub-Advisor will provide a continuous investment program for the portion of the Fund's portfolio allocated to the Sub-Advisor by the Advisor and determine the composition of the assets of the Fund's  portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in such portion of the Fund's portfolio;
     
  (ii)  select brokers and dealers to execute the purchase and/or sale, consistent with the Sub-Advisor's duty to seek "best execution" on behalf of the Fund, of portfolio securities of the Fund;
     
  (iii) provide the Advisor and the Fund with such records concerning the Sub- Advisor's activities under this Agreement as the Advisor and the Fund may request from time to time or as otherwise required by applicable law; and
     
  (iv) render regular reports to the Advisor and the Trustees concerning the Sub- Advisor's discharge of the foregoing responsibilities.
 
The Sub-Advisor shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Fund and in compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund's objectives, policies, and limitations as set forth in its prospectus ("Prospectus"), as the same may be amended from time to time; and (iii) with all applicable laws and regulations.  All Services to be furnished by the Sub-Advisor under this Agreement may be furnished through the medium of any directors, officers or employees of the Sub-Advisor or through such other parties as the Sub-Advisor may determine from time to time.

(b)  Expenses and  Personnel .  The Sub-Advisor agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required to perform the Services on the terms and for the compensation provided herein .

(c)  Books and Records .   All books and records prepared and maintained by the Sub-Advisor for the Advisor and/or the Fund under this Agreement shall be the property of the Advisor and/or the Fund and, upon reasonable request therefor, the Sub-Advisor shall surrender to the appropriate party such of the books and records so reasonably requested.

2.  Compensation of the Sub-Advisor .   The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows :
 
 
2



Fund Net Assets
Fee Rate
$0 to $10 Million
0 basis points
$10 to $20 Million
10 basis points
$20 Million to $100 Million
45 basis points only on those assets under management ("AUM") above 20 Million
Above $100 Million
45 basis points (on all AUM)

The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of  the  Fund  determined  in  the  manner described in  the  Fund's  Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day period at the conclusion of each quarter. The Fund will not pay a direct fee to the Sub-Advisor.
 
The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount").  The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation;
 
If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor.
 
If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account).  Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.
 
        3.  Status  of Investment Sub-Advisor. The services of the Sub-Advisor to the Advisor, and the Fund are not to be deemed exclusive, and the Sub-Advisor shall be free to render similar services to others (including, without limitation, any other registered investment management company, or series thereof) so long as its Services to the Fund are not impaired thereby.  The Sub- Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Advisor or the Fund in any way or otherwise be deemed an agent of the Advisor or the Fund. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Advisor, who may also be a trustee, officer or employee of the Advisor or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
 
3

 
4.        Permissible Interests.   Trustees,  agents, and  stockholders  of  the  Fund  and  the Advisor are or may be interested in the Sub-Advisor (or any successor thereof) as directors, partners , officers, or stockholders, or otherwise; and directors, partners, officers, agents, and stockholders of the Sub-Advisor are or may be interested in the Advisor or the Fund as trustees, directors, officers, stockholders or otherwise; and the Sub-Advisor (or any successor) is or may be interested in the Advisor or the Fund as a stockholder or otherwise .
 
5.        Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder.  The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund  in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933 , as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein.
 
The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from  any claim, demand, action or suit which  results from the Sub-Advisor Parties'  (as  such  term  is  defined  immediately  below)  willful  misfeasance,  bad  faith,  gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement.
 
The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor ' s obligations and duties under this Agreement.
 
6.        Term.  This Agreement shall remain in effect for an initial term of 150 days from the effective date, provided that:
 
 
(a). 
The Trust may, at any time and without the payment of any penalty, terminate this Interim  Sub-Advisory  Agreement  upon  10  calendar  days'  written  notice  of  a decision  to  terminate  this  Interim  Sub-Advisory  Agreement  by  (i)  the  Trust's trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;

    
4

 
(b).
The Interim Sub-Advisory Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act and the rules thereunder);
     
  (c).
The Sub-Advisor may, at any time and without the payment of any penalty, terminate this Interime Sub-Advisory Agreement upon 60 calendar days' written notice to the Fund and Trust; and
     
  (d). The Interim Sub-Advisory Agreement shall terminate immediately upon approval by the Fund's shareholders of a new investment advisory agreement between the Trust and the Advisor.

7.  Prohibited  Conduct The Sub-Advisor  may not consult with any other sub-advisor of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Fund, except that such consultations are permitted between the current  and successor sub-advisor of the Fund in order to effect an orderly transition of portfolio management duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Act.

8.  Use of Names.

(a)  I t is understood that the name "Cavalier Investments and Cavalier Global Opportunities  Fund"  or any  derivative  thereof  or  logo  associated  with  that  name  is  the valuable property of the Advisor and/or its affiliates, and that the Sub-Advisor has the right to use such name (or derivative or logo) only with the approval of the Advisor and only so long as the Advisor is Advisor to the Trust and/or the Fund.  Upon termination of the Advisory Agreement between the Trust and the Advisor, the Trust or the Advisor shall notify the Sub- Advisor ofthe termination of the Advisory Agreement and the Sub-Advisor shall as soon as is reasonably possible cease to use such name (or derivative or logo).

(b)  It is  understood  that  the  names  "Beaumont  Financial  Partners,  Beaumont Capital Management,  BCM and BCM Decathlon Growth Tactics" or any derivative thereof or logos associated with those names are the valuable property of the Sub-Advisor and its affiliates and that the Trust and/or the Fund have the right to use such names (or derivatives or logos) in offering materials ofthe Trust with the approval of the Sub-Advisor and for so long as the Sub-Advisor  is a sub-advisor to the Trust and/or the Fund.  Upon termination of this Agreement  between  the  Advisor,  and  the  Sub-Advisor,  the  Trust  shall  as  soon  as  is reasonably possible cease to use such names (or derivatives or logos).

9.  Cooperation; Confidentiality.   Each  party to  this  Agreement  agrees  to cooperate with  each  other  party  and  with  all  appropriate  governmental  authorities  having  the  requisite jurisdiction (including,  but  not  limited  to, the  U.S. Securities  and  Exchange  Commission  (the "SEC") in connection with any investigation or inquiry relating to this Agreement or the Trust.  If any party to this Agreement becomes legally compelled to disclose any confidential information of the other party or is served with any regulatory request, subpoena, discovery device, court order or other legal process seeking confidential information of the other party, the party being so compelled, prior to such disclosure and to the extent permitted by law, shall first provide the other party with prompt written notice of such disclosure obligation and cooperate, if requested, with the other party in its attempts to prevent such disclosure.
5


Subject to the foregoing, the Sub-Advisor shall treat as confidential all information pertaining to the Trust and actions of the Trust, the Advisor and the Sub-Advisor, and the Advisor shall treat as confidential and use only in connection with the Fund all information furnished to the Trust or the Advisor by the Sub-Advisor, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under Applicable Law or at the request of regulators or self-regulatory organizations, if generally available to the public through means other than by disclosure by the Sub-Advisor or the Advisor, or  if available from a source other than the Advisor, Sub-Advisor or the Trust.  Notwithstanding any of the foregoing the Sub-Advisor may disclose confidential information if specifically authorized by the Advisor or the Trust and the Advisor or the Trust may disclose confidential information if specifically authorized by the Sub-Advisor.

10.  Amendments.  No provision of this Agreement may be changed, waived, discharged or terminated orally, but only  by an  instrument in  writing signed by the  party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Trust's outstanding voting securities.

11.  Applicable   Law.    This  Agreement  shall  be construed  in  accordance  with,  and governed by, the substantive laws of the State ofDelaware,  without regard to the principles ofthe conflict of laws or the choice of laws, provided that nothing herein shall be construed in a manner inconsistent with the Act, the Advisers Act or rules or orders of the SEC thereunder..

12.  Representations and Warranties.

(a)  Representations and  Warranties of the Sub-Advisor.   The Sub-Advisor hereby represents and warrants to the Advisor and the Fund as follows: (i) the Sub-Advisor is a Limited Liability Company duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

(b)  Representations and Warranties of the Advisor.   The Advisor hereby represents and warrants to the Sub-Advisor as follows: (i) the Advisor is a Limited Liability Company duly organized and in good standing under the laws of the State of [State] and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

6


 
13.  Severability.  If any provision of this Agreement shall be held or made invalid by a court decision, statute, r ule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 
 
14.  Notice. Any notice must be in writing and shall be deemed to have been given when (1) delivered in  person, (2)  dispatched  by telegram or electric facsimile  transfer  (confinned  in writing by postage prepaid first class mail simultaneously dispatched), (3) sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Trust: Starboard Trust
116 S Franklin Street, PO Box 69
Rocky Mount, NC 27802-0069

If to the Advisor:
Cavalier Investments Inc.
50 Braintree Hill Office Park #105
Braintree, MA  02184

If to the Sub-Advisor
Beaumont Financial Partners, LLC
250 1st Avenue
Needham, MA 02494
Attn: David M. Haviland

15.  Notice of Certain Changes in Sub-Advisor. The Sub-Advisor is hereby obligated to notify the Fund and Advisor if there is a material change in the Sub-Advisor's  equity ownership, whether, as the case may be, of members, shareholders, general or limited partners, or senior executive personnel, within a reasonable time after such change takes place

16.  Arbitration. In the event of any dispute or disagreement  between the parties to this contract arising out of or in relation to the interpretation, application or meaning of this Agreement, or with respect to compliance with its provisions, the Trust, Advisor and Sub-Advisor will meet in good faith to attempt to resolve such dispute or disagreement. If the parties are unable to resolve such dispute or disagreement through such meetings, within thirty days after receipt of written notice by either  party  from  the other  that such a dispute or disagreement  exists, such dispute or disagreement  will be submitted for arbitration to the American Arbitration Association ("Association")  at its offices in Boston, Massachusetts, in accordance  with the procedures, rules and regulations of the Association.  Any dispute or disagreement submitted for arbitration, wherein money damages are claimed, shall be only for  actual damages and we expressly  agree that no claims for punitive damages or multiple damages in excess of actual damages shall be made by either party against the other. Any judgment  upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. In any such arbitration, each party will bear its own with the arbitration. Unless mutually agreed to by both parties in writing, there shall be no obligation to arbitrate changes in or additions to the terms of this Agreement and no arbitrator shall have the power to add or subtract from the terms of this Agreement. All arbitration proceedings will be conducted in Massachusetts.
7


17.  Miscellaneous.

(a)       The term "affiliate" or "affiliated person" as used in this Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the Act.

(b)       The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
 
(c)       If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.

(d)       Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Advisor, or constituting the Advisor as an agent of the Sub-Advisor.

(e)       The Advisor and the Sub-Advisor each affirm that it has procedures in place reasonably designed to  protect the privacy of  non-public personal consumer/customer financial information.

(f)        The Trust, the Advisor and the Sub-Advisor acknowledge that each may have obligations under the laws and regulations of the United States to verifY the source of funds and identity of investors in accordance with the USA Patriot Act, and any rules or regulations adopted thereunder (collectively the "Patriot Act"). Each party agrees to assist the other parties in monitoring transactions in accordance with the Patriot Act. If required by applicable law or regulation, each party shall provide the other parties with documentation evidencing the identity of a beneficial owner or owners of shares of the Fund upon request when a party is required by a law, court order, or by administrative or regulatory entity to disclose the identity of the beneficial owner(s).

(g)      This Agreement may be executed in counterparts, all of which together shall constitute one Agreement, binding on all the parties.

[Remainder of page left intentionally blank]
[Signature pages follow]

8

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the day and the year first written above.

 
 
TRUST
INVESTMENT ADVISOR
 
 
 
 
STARBOARD TRUST
CAVALIER INVESTMENTS
 
 
 
 
  /s/ Katherine M. Honey            
/s/ Gregory A. Rutherford          
 
     
By:  Katherine M. Honey By:  Gregory A. Rutherford, CFP  
     
Title:  President Title:   
     
     

INVESTMENT SUB-ADVISOR    
     
BEAUMONT FINANCIAL PARTNERS, LLC.    
     
/s/ David M. Haviland            
     
By:  David M.  Haviland    
     
Title:  Partner    

 
9

INTERIM INVESTMENT SUB-ADVISORY AGREEMENT



          This Interim Investment Sub-advisory Agreement ("Agreement") is made and entered into as of August 1, 2016 by and among Starboard Trust, a Delaware Statutory Trust ("Trust"), Cavalier Investments Inc., a Massachusetts Limited Liability Company ("Advisor") and Beaumont Financial Partners LLC., DBA Beaumont Capital Management, a Massachusetts Limited Liability Company ("Sub-Advisor").
 
          WHEREAS ,  the   Advisor  acts  as  the   investment  advisor  to  the   Cavalier  Global Opportunities Fund, a series of the Trust ("Fund"), pursuant to that certain Interim Investment Advisory Agreement, dated August 1, 2016, between the Advisor and the Trust with respect to the Fund ("Advisory Agreement");
 
          WHEREAS , the Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the "Act");
 
          WHEREAS , the Trust is authorized to issue separate series, each of which will offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies, and limitations;
 
          WHEREAS , the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future;
 
          WHEREAS , each of the Advisor and Sub-Advisor is registered as an investment advisor under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and engages in the business of asset management; and
 
          WHEREAS , the Advisor, subject to the approval of the Board of Trustees of the Trust ("Trustees"), desires to retain the Sub-Advisor  on an interim basis subject to Rule 15(a)(4) under the Investment Company Act to assist the Advisor in rendering certain investment management services to the Fund, and the Sub-Advisor is willing to render such services;
 
          WHEREAS , the Trustees, including a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, by a vote cast in person at a meeting called for the purpose of voting on such approval have approved this Agreement;
 
          NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
 
          1.  Engagement and Obligations  of Sub-Advisor.    The Advisor hereby appoints and retains the Sub-Advisor to act as a sub-advisor to the Advisor and to provide the following services for the period and on the terms and conditions set forth in this Agreement.
1


            (a)  Services.   The Sub-Advisor agrees to perform the following services (the "Services"):
 
 
(i)
subject to the supervision of the Trustee's and the Advisor, the Sub-Advisor will provide a continuous investment program for the portion of the Fund's portfolio allocated to the Sub-Advisor by the Advisor and determine the composition of the assets of the Fund's  portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in such portion of the Fund's portfolio;
     
  (ii) select brokers and dealers to execute the purchase and/or sale, consistent with the Sub-Advisor's duty to seek "best execution" on behalf of the Fund, of portfolio securities of the Fund;
     
  (iii)  provide the Advisor and the Fund with such records concerning the Sub- Advisor's activities under this Agreement as the Advisor and the Fund may request from time to time or as otherwise required by applicable law; and
     
  (iv)  render regular reports to the Advisor and the Trustees concerning the Sub- Advisor's discharge of the foregoing responsibilities.
     
  The Sub-Advisor shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Fund and in compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund's objectives, policies, and limitations as set forth in its prospectus ("Prospectus"), as the same may be amended from time to time; and (iii) with all applicable laws and regulations.  All Services to be furnished by the Sub-Advisor under this Agreement may be furnished through the medium of any directors, officers or employees of the Sub-Advisor or through such other parties as the Sub-Advisor may determine from time to time.
 
            (b)  Expenses and  Personnel.   The Sub-Advisor agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required to perform the Services on the terms and for the compensation provided herein .
 
            (c )  Books and Records.    All books and records prepared and maintained by the Sub-Advisor for the Advisor and/or the Fund under this Agreement shall be the property of the Advisor and/or the Fund and, upon reasonable request therefor, the Sub-Advisor shall surrender to the appropriate party such of the books and records so reasonably requested.
 
          2.  Compensation of the Sub-Advisor .   The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows :
2



Fund Net Assets
Fee Rate
$0 to $10 Million
0 basis points
$10 to $20 Million
10 basis points
$20 Million to $100 Million
45 basis points only on those assets under management ("AUM") above 20 Million
Above $100 Million
45 basis points (on all AUM)

The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of  the  Fund  determined  in  the  manner described in  the  Fund's  Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day period at the conclusion of each quarter. The Fund will not pay a direct fee to the Sub-Advisor.
 
The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount").  The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation;
 
If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor.
 
If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account).  Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.
 
          3.  Status  of Investment Sub-Advisor. The services of the Sub-Advisor to the Advisor, and the Fund are not to be deemed exclusive, and the Sub-Advisor shall be free to render similar services to others (including, without limitation, any other registered investment management company, or series thereof) so long as its Services to the Fund are not impaired thereby.  The Sub- Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Advisor or the Fund in any way or otherwise be deemed an agent of the Advisor or the Fund. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Advisor, who may also be a trustee, officer or employee of the Advisor or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
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          4.   Permissible Interests.   Trustees,  agents, and  stockholders  of  the  Fund  and  the Advisor are or may be interested in the Sub-Advisor (or any successor thereof) as directors, partners , officers, or stockholders, or otherwise; and directors, partners, officers, agents, and stockholders of the Sub-Advisor are or may be interested in the Advisor or the Fund as trustees, directors, officers, stockholders or otherwise; and the Sub-Advisor (or any successor) is or may be interested in the Advisor or the Fund as a stockholder or otherwise .
 
          5.  L imits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder.  The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund  in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933 , as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein.
 
          The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from  any claim, demand, action or suit which  results from the Sub-Advisor Parties'  (as  such  term  is  defined  immediately  below)  willful  misfeasance,  bad  faith,  gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement.
 
          The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor ' s obligations and duties under this Agreement.
 
          6.  Term.  This Agreement shall remain in effect for an initial term of 150 days from the effective date, provided that:
 
 
(a). 
The Trust may, at any time and without the payment of any penalty, terminate this Interim  Sub-Advisory  Agreement  upon  10  calendar  days'  written  notice  of  a decision  to  terminate  this  Interim  Sub-Advisory  Agreement  by  (i)  the  Trust's trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;
 
              
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(b).
The Interim Sub-Advisory Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act and the rules thereunder);
     
  (c).  The  Sub-Advisor  may,  at  any  time  and  without  the  payment  of  any  penalty, terminate  this  Interim  Sub-Advisory  Agreement  upon 60  calendar  days'  written notice to the Fund and Trust; and
     
  (d). The Interim Sub-Advisory Agreement shall terminate immediately upon approval by the Fund's  shareholders of a new investment advisory agreement between the Trust and the Advisor.
    
          7 .     Prohibited  Conduct.  The Sub-Advisor  may not consult with any other sub-advisor of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Fund, except that such consultations are permitted between the current  and successor sub-advisor of the Fund in order to effect an orderly transition of portfolio management duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Act.
 
          8.  U se of Names .

(a)       It is understood that the name "Cavalier Investments and Cavalier Global Opportunities  Fund"  or any  derivative  thereof  or  logo  associated  with  that  name  is  the valuable property of the Advisor and/or its affiliates, and that the Sub-Advisor has the right to use such name (or derivative or logo) only with the approval of the Advisor and only so long as the Advisor is Advisor to the Trust and/or the Fund.  Upon termination of the Advisory Agreement between the Trust and the Advisor, the Trust or the Advisor shall notify the Sub- Advisor ofthe termination of the Advisory Agreement and the Sub-Advisor shall as soon as is reasonably possible cease to use such name (or derivative or logo).
 
(b)        It is  understood  that  the  names  "Beaumont  Financial  Partners,  Beaumont Capital Management,  BCM and BCM Decathlon Growth Tactics" or any derivative thereof or logos associated with those names are the valuable property of the Sub-Advisor and its affiliates and that the Trust and/or the Fund have the right to use such names (or derivatives or logos) in offering materials ofthe Trust with the approval of the Sub-Advisor and for so long as the Sub-Advisor  is a sub-advisor to the Trust and/or the Fund.  Upon termination of this Agreement  between  the  Advisor,  and  the  Sub-Advisor,  the  Trust  shall  as  soon  as  is reasonably possible cease to use such names (or derivatives or logos).
 
          9.  Cooperation; Confidentiality.   Each  party to  this  Agreement  agrees  to cooperate with  each  other  party  and  with  all  appropriate  governmental  authorities  having  the  requisite jurisdiction (including,  but  not  limited  to, the  U.S. Securities  and  Exchange  Commission  (the "SEC") in connection with any investigation or inquiry relating to this Agreement or the Trust.  If any party to this Agreement becomes legally compelled to disclose any confidential information of the other party or is served with any regulatory request, subpoena, discovery device, court order or other legal process seeking confidential information of the other party, the party being so compelled, prior to such disclosure and to the extent permitted by law, shall first provide the other party with prompt written notice of such disclosure obligation and cooperate, if requested, with the other party in its attempts to prevent such disclosure.
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          Subject to the foregoing, the Sub-Advisor shall treat as confidential all information pertaining to the Trust and actions of the Trust, the Advisor and the Sub-Advisor, and the Advisor shall treat as confidential and use only in connection with the Fund all information furnished to the Trust or the Advisor by the Sub-Advisor, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under Applicable Law or at the request of regulators or self-regulatory organizations, if generally available to the public through means other than by disclosure by the Sub-Advisor or the Advisor, or  if available from a source other than the Advisor, Sub-Advisor or the Trust.  Notwithstanding any of the foregoing the Sub-Advisor may disclose confidential information if specifically authorized by the Advisor or the Trust and the Advisor or the Trust may disclose confidential information if specifically authorized by the Sub-Advisor.
 
          10.     Amendments.  No provision of this Agreement may be changed, waived, discharged or terminated orally, but only  by an  instrument in  writing signed by the  party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Trust's outstanding voting securities.
 
          11.  Applicable   Law.    This  Agreement  shall  be construed  in  accordance  with,  and governed by, the substantive laws of the State ofDelaware,  without regard to the principles ofthe conflict of laws or the choice of laws, provided that nothing herein shall be construed in a manner inconsistent with the Act, the Advisers Act or rules or orders of the SEC thereunder.
 
          12 .  R epresentations and Warranties.

(a)       Representations and  Warranties of the Sub-Advisor.  The Sub-Advisor hereby represents and warrants to the Advisor and the Fund as follows: (i) the Sub-Advisor is a Limited Liability Company duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.
 
(b)       Representations and Warranties of the Advisor.   The Advisor hereby represents and warrants to the Sub-Advisor as follows: (i) the Advisor is a Limited Liability Company duly organized and in good standing under the laws of the State of [State] and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

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          13.  Severability.   If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemd to be severable. 
 
          14.      Notice. Any notice must be in writing and shall be deemed to have been given when (1) delivered in  person, (2)  dispatched  by telegram or electric facsimile  transfer  (confinned  in writing by postage prepaid first class mail simultaneously dispatched), (3) sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Trust: Starboard Trust
116 S Franklin Street, PO Box 69
Rocky Mount, NC 27802-0069

If to the Advisor:
Cavalier Investments Inc.
50 Braintree Hill Office Park #105
Braintree, MA  02184

If to the Sub-Advisor
Beaumont Financial Partners, LLC
250 1st Avenue
Needham, MA 02494
Attn: David M. Haviland

          15.  Notice of Certain Changes in Sub-Advisor. The Sub-Advisor is hereby obligated to notify the Fund and Advisor if there is a material change in the Sub-Advisor's  equity ownership, whether, as the case may be, of members, shareholders, general or limited partners, or senior executive personnel, within a reasonable time after such change takes place.
 
          16.  Arbitration. In the event of any dispute or disagreement  between the parties to this contract arising out of or in relation to the interpretation, application or meaning of this Agreement, or with respect to compliance with its provisions, the Trust, Advisor and Sub-Advisor will meet in good faith to attempt to resolve such dispute or disagreement. If the parties are unable to resolve such dispute or disagreement through such meetings, within thirty days after receipt of written notice by either  party  from  the other  that such a dispute or disagreement  exists, such dispute or disagreement  will be submitted for arbitration to the American Arbitration Association ("Association")  at its offices in Boston, Massachusetts, in accordance  with the procedures, rules and regulations of the Association.  Any dispute or disagreement submitted for arbitration, wherein money damages are claimed, shall be only for  actual damages and we expressly  agree that no claims for punitive damages or multiple damages in excess of actual damages shall be made by either party against the other. Any judgment  upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. In any such arbitration, each party will bear its own with the arbitration. Unless mutually agreed to by both parties in writing, there shall be no obligation to arbitrate changes in or additions to the terms of this Agreement and no arbitrator shall have the power to add or subtract from the terms of this Agreement. All arbitration proceedings will be conducted in Massachusetts.
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          17.  M iscellaneous.

              (a)       The term "affiliate" or "affiliated person" as used in this Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the Act.
 
              (b)       The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
 
              (c)       If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.
 
              (d)       Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Advisor, or constituting the Advisor as an agent of the Sub-Advisor.
 
              (e)       The Advisor and the Sub-Advisor each affirm that it has procedures in place reasonably designed to  protect the privacy of  non-public personal consumer/customer financial information.
 
              ( f)        The Trust, the Advisor and the Sub-Advisor acknowledge that each may have obligations under the laws and regulations of the United States to verifY the source of funds and identity of investors in accordance with the USA Patriot Act, and any rules or regulations adopted thereunder (collectively the "Patriot Act"). Each party agrees to assist the other parties in monitoring transactions in accordance with the Patriot Act. If required by applicable law or regulation, each party shall provide the other parties with documentation evidencing the identity of a beneficial owner or owners of shares of the Fund upon request when a party is required by a law, court order, or by administrative or regulatory entity to disclose the identity of the beneficial owner(s).
 
              (g)       This Agreement may be executed in counterparts, all of which together shall constitute one Agreement, binding on all the parties.

[Remainder of page left intentionally blank]
[Signature pages follow]

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          IN WITNESS WHEREOF , the parties have caused this AGreement to be executed as of the day and the year first written above.


TRUST
INVESTMENT ADVISOR
 
     
/s/ Katherine M. Honey   /s/ Gregory A. Rutherford       
     
By:  Katherine M. Honey By:  Gregory A. Rutherford, CFP  
     
Title:  President Title:  
     
     
     
INVESTMENT SUB-ADVISOR    
     
BEAUMONT FINANCIAL PARTNERS, LLC.    
     
/s/ David M. Haviland         
     
By:  David M. Haviland    
     
Title:  Partner    

 

 
 
9
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT


This Interim Investment Sub-advisory Agreement ("Agreement") is made and entered into as of August 1, 2016 by and among Starboard Investment Trust , a Delaware Statutory Trust ("Trust"), Canter Compass Investments, Inc., doing business as Cavalier Investments , a Massachusetts corporation ("Advisor") and Bluestone Capital Management LLC , a Pennsylvania Limited Liability Company ("Sub-Advisor").

WHEREAS , the Advisor acts as the investment advisor to the Cavalier Multi Strategist Fund, a series of the Trust ("Fund"), pursuant to that certain Interim Investment Advisory Agreement, dated August 1, 2016, between the Advisor and the Trust with respect to the Fund ("Advisory Agreement");

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

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

WHEREAS , the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future;

WHEREAS, each of the Advisor and Sub-Advisor is registered as an investment advisor under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and engages in the business of asset management; and

WHEREAS , the Advisor, subject to the approval of the Board of Trustees of the Trust ("Trustees"), desires to retain the Sub-Advisor  on an interim basis subject to Rule 15(a)(4) under the Investment Company Act to assist the Advisor in rendering certain investment management services to the Fund, and the Sub-Advisor is willing to render such services;

WHEREAS , the Trustees, including a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, by a vote cast in person at a meeting called for the purpose of voting on such approval have approved this Agreement;

NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.  Engagement and Obligations of Sub-Advisor.  The Advisor hereby appoints and retains the Sub-Advisor to act as a sub-advisor to the Advisor and to provide the following services for the period and on the terms and conditions set forth in this Agreement.
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  (a)  Services .  The Sub-Advisor agrees to perform the following services (the "Services"):

(i) subject to the supervision of the Trustee's and the Advisor, the Sub-Advisor will provide a continuous investment program for the portion of the Fund's portfolio allocated to the Sub-Advisor by the Advisor and determine the composition of the assets of the Fund's portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in such portion of the Fund's portfolio;
 
(ii) select brokers and dealers to execute the purchase and/or sale, consistent with the Sub-Advisor's duty to seek "best execution" on behalf of the Fund, of portfolio securities of the Fund;

(iii) provide the Advisor and the Fund with such records concerning the Sub-Advisor's activities under this Agreement as the Advisor and the Fund may request from time to time or as otherwise required by applicable law; and

(iv) render regular reports to the Advisor and the Trustees concerning the Sub-Advisor's discharge of the foregoing responsibilities.

The Sub-Advisor shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Fund and in compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund's objectives, policies, and limitations as set forth in its prospectus ("Prospectus"), as the same may be amended from time to time; and (iii) with all applicable laws and regulations.  All Services to be furnished by the Sub-Advisor under this Agreement may be furnished through the medium of any directors, officers or employees of the Sub-Advisor or through such other parties as the Sub-Advisor may determine from time to time.

(b)  Expenses and Personnel .  The Sub-Advisor agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required to perform the Services on the terms and for the compensation provided herein.

(c)  Books and Records .  All books and records prepared and maintained by the Sub-Advisor for the Advisor and/or the Fund under this Agreement shall be the property of the Advisor and/or the Fund and, upon request therefor, the Sub-Advisor shall surrender to the appropriate party such of the books and records so requested.

2.  Compensation of the Sub-Advisor .  The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows:
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Fund Net Assets
Fee Rate
$0 to $10 Million
Zero
>$10 to $20 Million
Zero
>$20 Million to $100 Million
30 basis points only on those assets under management ("AUM") above $20 Million
Above $100 Million
30 basis points (on all AUM)

The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a specified period of time at the conclusion of each quarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor.

The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount").  The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation;

If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor.

If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account).  Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

3.  Status of Investment Sub-Advisor .  The services of the Sub-Advisor to the Advisor, and the Fund are not to be deemed exclusive, and the Sub-Advisor shall be free to render similar services to others (including, without limitation, any other registered investment management company, or series thereof) so long as its Services to the Fund are not impaired thereby.  The Sub-Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Advisor or the Fund in any way or otherwise be deemed an agent of the Advisor or the Fund.  Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Advisor, who may also be a trustee, officer or employee of the Advisor or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
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4.  Permissible Interests .  Trustees, agents, and stockholders of the Fund and the Advisor are or may be interested in the Sub-Advisor (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise; and directors, partners, officers, agents, and stockholders of the Sub-Advisor are or may be interested in the Advisor or the Fund as trustees, directors, officers, stockholders or otherwise; and the Sub-Advisor (or any successor) is or may be interested in the Advisor or the Fund as a stockholder or otherwise.

5.  Limits of Liability; Indemnification .  The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder.  The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein.

The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement.

The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

6.  Term.   This Agreement shall remain in effect for an initial term of 150 days from the effective date, provided that:

(a). The Trust may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 10 calendar days' written notice of a decision to terminate this Interim Sub-Advisory Agreement by (i) the Trust's trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;
 
 
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(b). The Interim Sub-Advisory Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act and the rules thereunder);
(c). The Sub-Advisor may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 60 calendar days' written notice to the Fund and Trust; and
(d). The Interim Sub-Advisory Agreement shall terminate immediately upon approval by the Fund's shareholders of a new investment advisory agreement between the Trust and the Advisor.

7.  Prohibited Conduct.   The Sub-Advisor may not consult with any other sub-advisor of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Fund, except that such consultations are permitted between the current and successor sub-advisor of the Fund in order to effect an orderly transition of portfolio management duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Act.

8.  Use of Names.

(a)   It is understood that the name "Cavalier Investments" or any derivative thereof or logo associated with that name is the valuable property of the Advisor and/or its affiliates, and that the Sub-Advisor has the right to use such name (or derivative or logo) only with the approval of the Advisor and only so long as the Advisor is Advisor to the Trust and/or the Fund.  Upon termination of the Advisory Agreement between the Trust and the Advisor, the Trust or the Advisor shall notify the Sub-Advisor of the termination of the Advisory Agreement and the Sub-Advisor shall as soon as is reasonably possible cease to use such name (or derivative or logo).  

(b)   It is understood that the names "Bluestone Capital" or any derivative thereof or logos associated with those names are the valuable property of the Sub-Advisor and its affiliates and that the Trust and/or the Fund have the right to use such names (or derivatives or logos) in offering materials of the Trust with the approval of the Sub-Advisor and for so long as the Sub-Advisor is a sub-advisor to the Trust and/or the Fund.  Upon termination of this Agreement between the Advisor, and the Sub-Advisor, the Trust shall as soon as is reasonably possible cease to use such names (or derivatives or logos).

9.  Cooperation; Confidentiality .  Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the U.S. Securities and Exchange Commission (the "SEC") in connection with any investigation or inquiry relating to this Agreement or the Trust.
 
            Subject to the foregoing, the Sub-Advisor shall treat as confidential all information pertaining to the Trust and actions of the Trust, the Advisor and the Sub-Advisor, and the Advisor shall treat as confidential and use only in connection with the Fund all information furnished to the Trust or the Advisor by the Sub-Advisor, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under Applicable Law or at the request of regulators or self-regulatory organizations, if generally available to the public through means other than by disclosure by the Sub-Advisor or the Advisor, or if available from a source other than the Advisor, Sub-Advisor or the Trust.  Notwithstanding any of the foregoing the Sub-Advisor may disclose confidential information if specifically authorized by the Advisor or the Trust and the Advisor or the Trust may disclose confidential information if specifically authorized by the Sub-Advisor.

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10.  Amendments .  No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Trust's outstanding voting securities.

11.  Applicable Law .  This Agreement shall be construed in accordance with, and governed by, the substantive laws of the State of Delaware, without regard to the principles of the conflict of laws or the choice of laws,   provided that nothing herein shall be construed in a manner inconsistent with the Act, the Advisers Act or rules or orders of the SEC thereunder..

12.  Representations and Warranties .

(a)  Representations and Warranties of the Sub-Advisor .  The Sub-Advisor hereby represents and warrants to the Advisor and the Fund as follows: (i) the Sub-Advisor is a Limited Liability Company duly organized and in good standing under the laws of the State of Pennsylvania and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

(b)  Representations and Warranties of the Advisor .  The Advisor hereby represents and warrants to the Sub-Advisor as follows: (i) the Advisor is a corporation duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

13.  Severability .  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
 
14.  Notice.  Any notice must be in writing and shall be deemed to have been given when (1) delivered in person, (2) dispatched by telegram or electric facsimile transfer (confirmed in writing by postage prepaid first class mail simultaneously dispatched), (3) sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
6


If to the Trust:
Starboard Investment Trust
116 S Franklin Street
Rocky Mount, NC 27802

If to the Advisor:
Cavalier Investments
50 Braintree Hill Park #105
Braintree, MA 02184

If to the Sub-Advisor
Bluestone Capital Management
37 West Ave, Suite 201
Wayne, PA 19087

15.  Notice of Certain Changes in Sub-Advisor.  The Sub-Advisor is hereby obligated to notify the Fund and Advisor if there is a material change in the Sub-Advisor's equity ownership, whether, as the case may be, of members, shareholders, general or limited partners, or senior executive personnel, within a reasonable time after such change takes place.
16.  Miscellaneous.
(a)  The term "affiliate" or "affiliated person" as used in this Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the Act.

(b)  The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
(c)  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.

(d)  Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Advisor, or constituting the Advisor as an agent of the Sub-Advisor.

(e)  The Advisor and the Sub-Advisor each affirm that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information.

(f)  The Trust, the Advisor and the Sub-Advisor acknowledge that each may have obligations under the laws and regulations of the United States to verify the source of funds and identity of investors in accordance with the USA Patriot Act, and any rules or regulations adopted thereunder (collectively the "Patriot Act").  Each party agrees to assist the other parties in monitoring transactions in accordance with the Patriot Act.  If required by applicable law or regulation, each party shall provide the other parties with documentation evidencing the identity of a beneficial owner or owners of shares of the Fund upon request when a party is required by a law, court order, or by administrative or regulatory entity to disclose the identity of the beneficial owner(s).
7


(g)  This Agreement may be executed in counterparts.



[Remainder of page left intentionally blank]
[Signature pages follow]


8


IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the day and the year first written above.



TRUST
INVESTMENT ADVISOR
 
STARBOARD INVESTMENT TRUST
 
/s/ Katherine M. Honey 
CAVALIER INVESTMENTS
 
/s/ Gregory A. Rutherford 
   
BY:  Katherine M. Honey
BY: Gregory A. Rutherford, CFP
   
TITLE:  President
TITLE:  CEO
   
   
   
INVESTMENT SUB-ADVISOR
 
 
BLUESTONE CAPITAL MANAGEMENT
 
/s/  Lee Calfo 
 
   
BY:  Lee Calfo
 
   
TITLE:  President
 

9
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT


This Interim Investment Sub-advisory Agreement ("Agreement") is made and entered into as of August 1, 2016 by and among Starboard Investment Trust , a Delaware Statutory Trust ("Trust"), Canter Compass Investments, Inc., doing business as Cavalier Investments , a Massachusetts corporation ("Advisor") and Efficient Market Advisors LLC , a California Limited Liability Company ("Sub-Advisor").

WHEREAS , the Advisor acts as the investment advisor to the Cavalier Adaptive Income Fund, a series of the Trust ("Fund"), pursuant to that certain Interim Investment Advisory Agreement, dated August 1, 2016, between the Advisor and the Trust with respect to the Fund ("Advisory Agreement");

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

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

WHEREAS , the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future;

WHEREAS, each of the Advisor and Sub-Advisor is registered as an investment advisor under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and engages in the business of asset management; and

WHEREAS , the Advisor, subject to the approval of the Board of Trustees of the Trust ("Trustees"), desires to retain the Sub-Advisor  on an interim basis subject to Rule 15(a)(4) under the Investment Company Act to assist the Advisor in rendering certain investment management services to the Fund, and the Sub-Advisor is willing to render such services;

WHEREAS , the Trustees, including a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, by a vote cast in person at a meeting called for the purpose of voting on such approval have approved this Agreement;

NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.   Engagement and Obligations of Sub-Advisor.  The Advisor hereby appoints and retains the Sub-Advisor to act as a sub-advisor to the Advisor and to provide the following services for the period and on the terms and conditions set forth in this Agreement.
1

  (a)  Services .  The Sub-Advisor agrees to perform the following services (the "Services"):

(i) subject to the supervision of the Trustee's and the Advisor, the Sub-Advisor will provide a continuous investment program for the portion of the Fund's portfolio allocated to the Sub-Advisor by the Advisor and determine the composition of the assets of the Fund's portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in such portion of the Fund's portfolio;

(ii) select brokers and dealers to execute the purchase and/or sale, consistent with the Sub-Advisor's duty to seek "best execution" on behalf of the Fund, of portfolio securities of the Fund;

(iii) provide the Advisor and the Fund with such records concerning the Sub-Advisor's activities under this Agreement as the Advisor and the Fund may request from time to time or as otherwise required by applicable law; and

(iv) render regular reports to the Advisor and the Trustees concerning the Sub-Advisor's discharge of the foregoing responsibilities.

The Sub-Advisor shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Fund and in compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund's objectives, policies, and limitations as set forth in its prospectus ("Prospectus"), as the same may be amended from time to time; and (iii) with all applicable laws and regulations.  All Services to be furnished by the Sub-Advisor under this Agreement may be furnished through the medium of any directors, officers or employees of the Sub-Advisor or through such other parties as the Sub-Advisor may determine from time to time.

(b)   Expenses and Personnel .  The Sub-Advisor agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required to perform the Services on the terms and for the compensation provided herein.

(c)   Books and Records .  All books and records prepared and maintained by the Sub-Advisor for the Advisor and/or the Fund under this Agreement shall be the property of the Advisor and/or the Fund and, upon request therefor, the Sub-Advisor shall surrender to the appropriate party such of the books and records so requested.

2.   Compensation of the Sub-Advisor .  The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows:
2


Fund Net Assets
Fee Rate
$0 to $10 Million
10 basis points on assets under management ("AUM")
>$10 Million to $20 Million
15 basis points only on those AUM above $10 Million
>$20 Million to $100 Million
30 basis points only on those AUM above $20 Million
Above $100 Million
30 basis points (on all AUM)

The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a specified period of time at the conclusion of each quarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor.

The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount").  The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation;

If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor.

If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account).  Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

3.   Status of Investment Sub-Advisor .  The services of the Sub-Advisor to the Advisor, and the Fund are not to be deemed exclusive, and the Sub-Advisor shall be free to render similar services to others (including, without limitation, any other registered investment management company, or series thereof) so long as its Services to the Fund are not impaired thereby.  The Sub-Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Advisor or the Fund in any way or otherwise be deemed an agent of the Advisor or the Fund.  Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Advisor, who may also be a trustee, officer or employee of the Advisor or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
3


4.   Permissible Interests .  Trustees, agents, and stockholders of the Fund and the Advisor are or may be interested in the Sub-Advisor (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise; and directors, partners, officers, agents, and stockholders of the Sub-Advisor are or may be interested in the Advisor or the Fund as trustees, directors, officers, stockholders or otherwise; and the Sub-Advisor (or any successor) is or may be interested in the Advisor or the Fund as a stockholder or otherwise.

5.   Limits of Liability; Indemnification .  The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder.  The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein.

The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement.

The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

6.   Term.   This Agreement shall remain in effect for an initial term of 150 days from the effective date, provided that:

(a). The Trust may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 10 calendar days' written notice of a decision to terminate this Interim Sub-Advisory Agreement by (i) the Trust's trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;
 
4

 
(b). The Interim Sub-Advisory Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act and the rules thereunder);
(c). The Sub-Advisor may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 60 calendar days' written notice to the Fund and Trust; and
(d). The Interim Sub-Advisory Agreement shall terminate immediately upon approval by the Fund's shareholders of a new investment advisory agreement between the Trust and the Advisor.

7.   Prohibited Conduct.   The Sub-Advisor may not consult with any other sub-advisor of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Fund, except that such consultations are permitted between the current and successor sub-advisor of the Fund in order to effect an orderly transition of portfolio management duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Act.

8.   Use of Names.

(a)   It is understood that the name "Cavalier Investments" or any derivative thereof or logo associated with that name is the valuable property of the Advisor and/or its affiliates, and that the Sub-Advisor has the right to use such name (or derivative or logo) only with the approval of the Advisor and only so long as the Advisor is Advisor to the Trust and/or the Fund.  Upon termination of the Advisory Agreement between the Trust and the Advisor, the Trust or the Advisor shall notify the Sub-Advisor of the termination of the Advisory Agreement and the Sub-Advisor shall as soon as is reasonably possible cease to use such name (or derivative or logo).

(b)   It is understood that the names "Efficient Market Advisors" or any derivative thereof or logos associated with those names are the valuable property of the Sub-Advisor and its affiliates and that the Trust and/or the Fund have the right to use such names (or derivatives or logos) in offering materials of the Trust with the approval of the Sub-Advisor and for so long as the Sub-Advisor is a sub-advisor to the Trust and/or the Fund.  Upon termination of this Agreement between the Advisor, and the Sub-Advisor, the Trust shall as soon as is reasonably possible cease to use such names (or derivatives or logos).

9.   Cooperation; Confidentiality .  Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the U.S. Securities and Exchange Commission (the "SEC") in connection with any investigation or inquiry relating to this Agreement or the Trust.

Subject to the foregoing, the Sub-Advisor shall treat as confidential all information pertaining to the Trust and actions of the Trust, the Advisor and the Sub-Advisor, and the Advisor shall treat as confidential and use only in connection with the Fund all information furnished to the Trust or the Advisor by the Sub-Advisor, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under Applicable Law or at the request of regulators or self-regulatory organizations, if generally available to the public through means other than by disclosure by the Sub-Advisor or the Advisor, or if available from a source other than the Advisor, Sub-Advisor or the Trust.  Notwithstanding any of the foregoing the Sub-Advisor may disclose confidential information if specifically authorized by the Advisor or the Trust and the Advisor or the Trust may disclose confidential information if specifically authorized by the Sub-Advisor.
5


10.   Amendments .  No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Trust's outstanding voting securities.

11.   Applicable Law .  This Agreement shall be construed in accordance with, and governed by, the substantive laws of the State of Delaware, without regard to the principles of the conflict of laws or the choice of laws,   provided that nothing herein shall be construed in a manner inconsistent with the Act, the Advisers Act or rules or orders of the SEC thereunder..

12.   Representations and Warranties .

(a)   Representations and Warranties of the Sub-Advisor .  The Sub-Advisor hereby represents and warrants to the Advisor and the Fund as follows: (i) the Sub-Advisor is a Limited Liability Company duly organized and in good standing under the laws of the State of California and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

(b)   Representations and Warranties of the Advisor .  The Advisor hereby represents and warrants to the Sub-Advisor as follows: (i) the Advisor is a corporation duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

13.   Severability .  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

14.   Notice.  Any notice must be in writing and shall be deemed to have been given when (1) delivered in person, (2) dispatched by telegram or electric facsimile transfer (confirmed in writing by postage prepaid first class mail simultaneously dispatched), (3) sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
6


If to the Trust:
Starboard Investment Trust
116 S Franklin Street
Rocky Mount, NC 27802

If to the Advisor:
Cavalier Investments
50 Braintree Hill Park #105
Braintree, MA 02184

If to the Sub-Advisor
Efficient Market Advisors
4180 La Jolla Village Dr., Suite 315
La Jolla, CA 92037

15.   Notice of Certain Changes in Sub-Advisor.  The Sub-Advisor is hereby obligated to notify the Fund and Advisor if there is a material change in the Sub-Advisor's equity ownership, whether, as the case may be, of members, shareholders, general or limited partners, or senior executive personnel, within a reasonable time after such change takes place.
16.   Miscellaneous.
(a)   The term "affiliate" or "affiliated person" as used in this Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the Act.

(b)   The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
(c)   If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.

(d)   Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Advisor, or constituting the Advisor as an agent of the Sub-Advisor.

(e)   The Advisor and the Sub-Advisor each affirm that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information.

(f)   The Trust, the Advisor and the Sub-Advisor acknowledge that each may have obligations under the laws and regulations of the United States to verify the source of funds and identity of investors in accordance with the USA Patriot Act, and any rules or regulations adopted thereunder (collectively the "Patriot Act").  Each party agrees to assist the other parties in monitoring transactions in accordance with the Patriot Act.  If required by applicable law or regulation, each party shall provide the other parties with documentation evidencing the identity of a beneficial owner or owners of shares of the Fund upon request when a party is required by a law, court order, or by administrative or regulatory entity to disclose the identity of the beneficial owner(s).
7


(g)   This Agreement may be executed in counterparts.



[Remainder of page left intentionally blank]
[Signature pages follow]
8




IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the day and the year first written above.



TRUST
INVESTMENT ADVISOR
 
   
STARBOARD INVESTMENT TRUST
 
 
  /s/ Katherine M. Honey 
CAVALIER INVESTMENTS
 
 
  /s/ Gregory A. Rutherford
BY:  Katherine M.  Honey
BY:  Gregory A. Rutherford
   
TITLE:  President
TITLE:  CEO
   
   
INVESTMENT SUB-ADVISOR
 
 
EFFICIENT MARKET ADVISORS
 
 
  /s/ Herb W. Morgan 
 
   
BY:  Herb W. Morgan
 
   
TITLE:  Founder, CEO & Chief Investment Officer
 

9
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT


This Interim Investment Sub-advisory Agreement ("Agreement") is made and entered into as of August 1, 2016 by and among Starboard Investment Trust , a Delaware Statutory Trust ("Trust"), Cavalier Investments, Inc. , a Massachusetts corporation ("Advisor") and Julex Capital Management LLC , a Massachusetts Limited Liability Company ("Sub-Advisor").

WHEREAS , the Advisor acts as the investment advisor to the Cavalier Multi Strategist  Fund, a series of the Trust ("Fund"), pursuant to that certain Interim Investment Advisory Agreement, dated August 1, 2016, between the Advisor and the Trust with respect to the Fund ("Advisory Agreement");

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

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

WHEREAS , the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future;

WHEREAS, each of the Advisor and Sub-Advisor is registered as an investment advisor under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and engages in the business of asset management; and

WHEREAS , the Advisor, subject to the approval of the Board of Trustees of the Trust ("Trustees"), desires to retain the Sub-Advisor  on an interim basis subject to Rule 15(a)(4) under the Inverstment Company Act to assist the Advisor in rendering certain investment management services to the Fund, and the Sub-Advisor is willing to render such services;

WHEREAS , the Trustees, including a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, by a vote cast in person at a meeting called for the purpose of voting on such approval have approved this Agreement;

NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.   Engagement and Obligations of Sub-Advisor.  The Advisor hereby appoints and retains the Sub-Advisor to act as a sub-advisor to the Advisor and to provide the following services for the period and on the terms and conditions set forth in this Agreement.
1

  (a)        Services .  The Sub-Advisor agrees to perform the following services (the "Services"):

(i) subject to the supervision of the Trustee's and the Advisor, the Sub-Advisor will provide a continuous investment program for the portion of the Fund's portfolio allocated to the Sub-Advisor by the Advisor and determine the composition of the assets of the Fund's portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in such portion of the Fund's portfolio;

(ii) select brokers and dealers to execute the purchase and/or sale, consistent with the Sub-Advisor's duty to seek "best execution" on behalf of the Fund, of portfolio securities of the Fund;

(iii) provide the Advisor and the Fund with such records concerning the Sub-Advisor's activities under this Agreement as the Advisor and the Fund may request from time to time or as otherwise required by applicable law; and

(iv) render regular reports to the Advisor and the Trustees concerning the Sub-Advisor's discharge of the foregoing responsibilities.

The Sub-Advisor shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Fund and in compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund's objectives, policies, and limitations as set forth in its prospectus ("Prospectus"), as the same may be amended from time to time; and (iii) with all applicable laws and regulations.  All Services to be furnished by the Sub-Advisor under this Agreement may be furnished through the medium of any directors, officers or employees of the Sub-Advisor or through such other parties as the Sub-Advisor may determine from time to time.

(b)   Expenses and Personnel .  The Sub-Advisor agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required to perform the Services on the terms and for the compensation provided herein.

(c)   Books and Records .  All books and records prepared and maintained by the Sub-Advisor for the Advisor and/or the Fund under this Agreement shall be the property of the Advisor and/or the Fund and, upon request therefor, the Sub-Advisor shall surrender to the appropriate party such of the books and records so requested.

2.   Compensation of the Sub-Advisor .  The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows:
2


Fund Net Assets
Fee Rate
$0 to $17 Million
Zero
>$17 Million
30 basis points (on all AUM)

The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a specified period of time at the conclusion of each quarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor.

The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount").  The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation;

If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor.

If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account).  Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

3.   Status of Investment Sub-Advisor .  The services of the Sub-Advisor to the Advisor, and the Fund are not to be deemed exclusive, and the Sub-Advisor shall be free to render similar services to others (including, without limitation, any other registered investment management company, or series thereof) so long as its Services to the Fund are not impaired thereby.  The Sub-Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Advisor or the Fund in any way or otherwise be deemed an agent of the Advisor or the Fund.  Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Advisor, who may also be a trustee, officer or employee of the Advisor or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

4.   Permissible Interests .  Trustees, agents, and stockholders of the Fund and the Advisor are or may be interested in the Sub-Advisor (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise; and directors, partners, officers, agents, and stockholders of the Sub-Advisor are or may be interested in the Advisor or the Fund as trustees, directors, officers, stockholders or otherwise; and the Sub-Advisor (or any successor) is or may be interested in the Advisor or the Fund as a stockholder or otherwise.
3


5.   Limits of Liability; Indemnification .  The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder.  The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein.

The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement.

The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

6.   Term.   This Agreement shall remain in effect for an initial term of 150 days from the effective date, provided that:

(a). The Trust may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 10 calendar days' written notice of a decision to terminate this Interim Sub-Advisory Agreement by (i) the Trust's trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;
(b). The Interim Sub-Advisory Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act and the rules thereunder);
 
 
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(c). The Sub-Advisor may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 60 calendar days' written notice to the Fund and Trust; and
(d). The Interim Sub-Advisory Agreement shall terminate immediately upon approval by the Fund's shareholders of a new investment advisory agreement between the Trust and the Advisor.

7.   Prohibited Conduct.   The Sub-Advisor may not consult with any other sub-advisor of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Fund, except that such consultations are permitted between the current and successor sub-advisor of the Fund in order to effect an orderly transition of portfolio management duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Act.

8.   Use of Names.

(a)   It is understood that the name "Cavalier Investments" or any derivative thereof or logo associated with that name is the valuable property of the Advisor and/or its affiliates, and that the Sub-Advisor has the right to use such name (or derivative or logo) only with the approval of the Advisor and only so long as the Advisor is Advisor to the Trust and/or the Fund.  Upon termination of the Advisory Agreement between the Trust and the Advisor, the Trust or the Advisor shall notify the Sub-Advisor of the termination of the Advisory Agreement and the Sub-Advisor shall as soon as is reasonably possible cease to use such name (or derivative or logo).  

(b)   It is understood that the names "Julex Capital" or any derivative thereof or logos associated with those names are the valuable property of the Sub-Advisor and its affiliates and that the Trust and/or the Fund have the right to use such names (or derivatives or logos) in offering materials of the Trust with the approval of the Sub-Advisor and for so long as the Sub-Advisor is a sub-advisor to the Trust and/or the Fund.  Upon termination of this Agreement between the Advisor, and the Sub-Advisor, the Trust shall as soon as is reasonably possible cease to use such names (or derivatives or logos).

9.   Cooperation; Confidentiality .  Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the U.S. Securities and Exchange Commission (the "SEC") in connection with any investigation or inquiry relating to this Agreement or the Trust.

Subject to the foregoing, the Sub-Advisor shall treat as confidential all information pertaining to the Trust and actions of the Trust, the Advisor and the Sub-Advisor, and the Advisor shall treat as confidential and use only in connection with the Fund all information furnished to the Trust or the Advisor by the Sub-Advisor, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under Applicable Law or at the request of regulators or self-regulatory organizations, if generally available to the public through means other than by disclosure by the Sub-Advisor or the Advisor, or if available from a source other than the Advisor, Sub-Advisor or the Trust.  Notwithstanding any of the foregoing the Sub-Advisor may disclose confidential information if specifically authorized by the Advisor or the Trust and the Advisor or the Trust may disclose confidential information if specifically authorized by the Sub-Advisor.
5


10.   Amendments .  No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Trust's outstanding voting securities.

11.   Applicable Law .  This Agreement shall be construed in accordance with, and governed by, the substantive laws of the State of Delaware, without regard to the principles of the conflict of laws or the choice of laws,   provided that nothing herein shall be construed in a manner inconsistent with the Act, the Advisers Act or rules or orders of the SEC thereunder..

12.   Representations and Warranties .

(a)   Representations and Warranties of the Sub-Advisor .  The Sub-Advisor hereby represents and warrants to the Advisor and the Fund as follows: (i) the Sub-Advisor is a Limited Liability Company duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

(b)   Representations and Warranties of the Advisor .  The Advisor hereby represents and warrants to the Sub-Advisor as follows: (i) the Advisor is a corporation duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

13.   Severability .  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

14.   Notice.  Any notice must be in writing and shall be deemed to have been given when (1) delivered in person, (2) dispatched by telegram or electric facsimile transfer (confirmed in writing by postage prepaid first class mail simultaneously dispatched), (3) sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
6


If to the Trust:
Starboard Investment Trust
116 S Franklin Street
Rocky Mount, NC 27802

If to the Advisor:
Cavalier Investments
50 Braintree Hill Park #105
Braintree, MA 02184

If to the Sub-Advisor
Julex Capital Management
101 Federal Street, Suite 1900
Boston, MA 02110

15.   Notice of Certain Changes in Sub-Advisor.  The Sub-Advisor is hereby obligated to notify the Fund and Advisor if there is a material change in the Sub-Advisor's equity ownership, whether, as the case may be, of members, shareholders, general or limited partners, or senior executive personnel, within a reasonable time after such change takes place.
16.   Miscellaneous.
(a)   The term "affiliate" or "affiliated person" as used in this Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the Act.

(b)   The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
 
(c)   If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.

(d)   Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Advisor, or constituting the Advisor as an agent of the Sub-Advisor.

(e)   The Advisor and the Sub-Advisor each affirm that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information.

(f)   The Trust, the Advisor and the Sub-Advisor acknowledge that each may have obligations under the laws and regulations of the United States to verify the source of funds and identity of investors in accordance with the USA Patriot Act, and any rules or regulations adopted thereunder (collectively the "Patriot Act").  Each party agrees to assist the other parties in monitoring transactions in accordance with the Patriot Act.  If required by applicable law or regulation, each party shall provide the other parties with documentation evidencing the identity of a beneficial owner or owners of shares of the Fund upon request when a party is required by a law, court order, or by administrative or regulatory entity to disclose the identity of the beneficial owner(s).
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(g)   This Agreement may be executed in counterparts.



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[Signature pages follow]

8



IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the day and the year first written above.



TRUST
INVESTMENT ADVISOR
 
STARBOARD INVESTMENT TRUST
 
 
 /s/ Katherine M. Honey 
CAVALIER INVESTMENTS
 
 
 /s/ Gregory A. Rutherford 
   
BY:  Katherine M. Honey 
BY:  Gregory A. Rutherford, CFP
   
TITLE:  President
TITLE:  President & CEO
   
   
INVESTMENT SUB-ADVISOR
 
 
JULEX CAPITAL MANEGEMENT
 
 
  /s/ Henry Ma 
 
   
BY:   Henry Ma
 
   
TITLE:  President and Chief Investment Officer
 

9
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT


This Interim Investment Sub-advisory Agreement ("Agreement") is made and entered into as of August 1, 2016 by and among Starboard Investment Trust , a Delaware Statutory Trust ("Trust"), Canter Compass Investments, Inc., doing business as Cavalier Investments , a Massachusetts corporation ("Advisor") and Navellier & Associates, Inc. , a Nevada corporation ("Sub-Advisor").

WHEREAS , the Advisor acts as the investment advisor to the Cavalier Fundamental Growth Fund, a series of the Trust (the "Fund"), pursuant to that certain Interim Investment Advisory Agreement, dated August 1, 2016, between the Advisor and the Trust with respect to the Fund ("Advisory Agreement");

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

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

WHEREAS , the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future;

WHEREAS, each of the Advisor and Sub-Advisor is registered as an investment advisor under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and engages in the business of asset management; and

WHEREAS , the Advisor, subject to the approval of the Board of Trustees of the Trust ("Trustees"), desires to retain the Sub-Advisor on an interim basis subject to Rule 15(a)(4) under the Investment Company Act to assist the Advisor in rendering certain investment management services to the Fund, and the Sub-Advisor is willing to render such services;

WHEREAS , the Trustees, including a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, by a vote cast in person at a meeting called for the purpose of voting on such approval have approved this Agreement;
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NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.  Engagement and Obligations of Sub-Advisor.  The Advisor hereby appoints and retains the Sub-Advisor to act as a sub-advisor to the Advisor and to provide the following services for the period and on the terms and conditions set forth in this Agreement.
  (a)     Services .  The Sub-Advisor agrees to perform the following services (the "Services"):

(i) subject to the supervision of the Trustee's and the Advisor, the Sub-Advisor will provide a continuous investment program for the portion of the Fund's portfolio allocated to the Sub-Advisor by the Advisor and determine the composition of the assets of the Fund's portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in such portion of the Fund's portfolio;

(ii) select brokers and dealers to execute the purchase and/or sale, consistent with the Sub-Advisor's duty to seek "best execution" on behalf of the Fund, of portfolio securities of the Fund;

(iii) provide the Advisor and the Fund with such records concerning the Sub-Advisor's activities under this Agreement as the Advisor and the Fund may request from time to time or as otherwise required by applicable law; and

(iv) render regular reports to the Advisor and the Trustees concerning the Sub-Advisor's discharge of the foregoing responsibilities.

The Sub-Advisor shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Fund and in compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund's objectives, policies, and limitations as set forth in its prospectus ("Prospectus"), as the same may be amended from time to time; and (iii) with all applicable laws and regulations.  All Services to be furnished by the Sub-Advisor under this Agreement may be furnished through the medium of any directors, officers or employees of the Sub-Advisor or through such other parties as the Sub-Advisor may determine from time to time.
2


(b)  Expenses and Personnel .  The Sub-Advisor agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required to perform the Services on the terms and for the compensation provided herein.

(c)  Books and Records .  All books and records prepared and maintained by the Sub-Advisor for the Advisor and/or the Fund under this Agreement shall be the property of the Advisor and/or the Fund and, upon request therefor, the Sub-Advisor shall surrender to the appropriate party such of the books and records so requested.

2.  Compensation of the Sub-Advisor .  The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows:

Fund Net Assets
Fee Rate
$0 to $20 Million
Zero
$20,000,001 to $100 Million
30 basis points only on those assets under management ("AUM") above $20 Million
Above $100 Million
30 basis points (on all AUM)

The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be payable on a quarterly basis within fifteen (15) days of the conclusion of each quarter unless otherwise agreed to in writing signed by the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor.
3


The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount").  The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation;

If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor.

If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account).  Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

3.  Status of Investment Sub-Advisor .  The services of the Sub-Advisor to the Advisor, and the Fund are not to be deemed exclusive, and the Sub-Advisor shall be free to render similar services to others (including, without limitation, any other registered investment management company, or series thereof) so long as its Services to the Fund are not impaired thereby.  The Sub-Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Advisor or the Fund in any way or otherwise be deemed an agent of the Advisor or the Fund.  Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Advisor, who may also be a trustee, officer or employee of the Advisor or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

4.  Permissible Interests .  Trustees, agents, and stockholders of the Fund and the Advisor are or may be interested in the Sub-Advisor (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise; and directors, partners, officers, agents, and stockholders of the Sub-Advisor are or may be interested in the Advisor or the Fund as trustees, directors, officers, stockholders or otherwise; and the Sub-Advisor (or any successor) is or may be interested in the Advisor or the Fund as a stockholder or otherwise.
4


5.  Limits of Liability; Indemnification .  The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder.  The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein.

The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement.

The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

6.  Term.   This Interim Sub-Advisory Agreement shall remain in effect for a term of 150 days from the effective date, provided that:
5

 
(a).   The Trust may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 10 calendar days' written notice of a decision to terminate this Interim Sub-Advisory Agreement by (i) the Trust's trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;
 
(b).   The Interim Sub-Advisory Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act and the rules thereunder);
 
(c).   The Sub-Advisor may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 60 calendar days' written notice to the Fund and Trust; and
 
(d).   The Interim Sub-Advisory Agreement shall terminate immediately upon approval by the Fund's shareholders of a new investment advisory agreement between the Trust and the Advisor.

7.  Prohibited Conduct.   The Sub-Advisor may not consult with any other sub-advisor of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Fund, except that such consultations are permitted between the current and successor sub-advisor of the Fund in order to effect an orderly transition of portfolio management duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Act.

8.  Use of Names.

(a)  It is understood that the name "Canter Compass Investments, Inc.," or "Cavalier Investments," or any derivative thereof or logo associated with that name is the valuable property of the Advisor and/or its affiliates, and that the Sub-Advisor has the right to use such name (or derivative or logo) only with the approval of the Advisor and only so long as the Advisor is Advisor to the Trust and/or the Fund.  Upon termination of the Advisory Agreement between the Trust and the Advisor, the Trust or the Advisor shall notify the Sub-Advisor of the termination of the Advisory Agreement and the Sub-Advisor shall as soon as is reasonably possible cease to use such name (or derivative or logo).  

(b)  It is understood that the names "Navellier & Associates, Inc." or any derivative thereof or logos associated with those names are the valuable property of the Sub-Advisor and its affiliates and that the Trust and/or the Fund have the right to use such names (or derivatives or logos) in offering materials of the Trust with the approval of the Sub-Advisor and for so long as the Sub-Advisor is a sub-advisor to the Trust and/or the Fund.  Upon termination of this Agreement between the Advisor, and the Sub-Advisor, the Trust shall as soon as is reasonably possible cease to use such names (or derivatives or logos).
6


9.  Cooperation; Confidentiality .  Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the U.S. Securities and Exchange Commission (the "SEC") in connection with any investigation or inquiry relating to this Agreement or the Trust.

Subject to the foregoing, the Sub-Advisor shall treat as confidential all information pertaining to the Trust and actions of the Trust, the Advisor and the Sub-Advisor, and the Advisor shall treat as confidential and use only in connection with the Fund all information furnished to the Trust or the Advisor by the Sub-Advisor, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under Applicable Law or at the request of regulators or self-regulatory organizations, if generally available to the public through means other than by disclosure by the Sub-Advisor or the Advisor, or if available from a source other than the Advisor, Sub-Advisor or the Trust.  Notwithstanding any of the foregoing the Sub-Advisor may disclose confidential information if specifically authorized by the Advisor or the Trust and the Advisor or the Trust may disclose confidential information if specifically authorized by the Sub-Advisor.

10.  Amendments .  No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Trust's outstanding voting securities.

11.  Applicable Law .  This Agreement shall be construed in accordance with, and governed by, the substantive laws of the State of Delaware, without regard to the principles of the conflict of laws or the choice of laws,   provided that nothing herein shall be construed in a manner inconsistent with the Act, the Advisers Act or rules or orders of the SEC thereunder.
7


12.  Representations and Warranties .

(a)  Representations and Warranties of the Sub-Advisor .  The Sub-Advisor hereby represents and warrants to the Advisor and the Fund as follows: (i) the Sub-Advisor is a corporation duly organized and in good standing under the laws of the State of Nevada and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

(b)  Representations and Warranties of the Advisor .  The Advisor hereby represents and warrants to the Sub-Advisor as follows: (i) the Advisor is a corporation duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

13.  Severability .  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

14.   Notice.  Any notice must be in writing and shall be deemed to have been given when (1) delivered in person, (2) dispatched by telegram or electric facsimile transfer (confirmed in writing by postage prepaid first class mail simultaneously dispatched), (3) sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.


If to the Trust:
Starboard Investment Trust
116 S Franklin Street,
Rocky Mount, NC 27802
8


If to the Advisor:
Cavalier Investments
50 Braintree Hill Park,
Suite 105,
Braintree, MA 02184

If to the Sub-Advisor
Navellier & Associates, Inc.
One E. Liberty,
Suite 504,
Reno, Nevada 89501
15.  Notice of Certain Changes in Sub-Advisor.  The Sub-Advisor is hereby obligated to notify the Fund and Advisor if there is a material change in the Sub-Advisor's equity ownership, whether, as the case may be, of members, shareholders, general or limited partners, or senior executive personnel, within a reasonable time after such change takes place.
16.  Miscellaneous.
(a)  The term "affiliate" or "affiliated person" as used in this Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the Act.

(b)  The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
 
(c)  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.
9


(d)  Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Advisor, or constituting the Advisor as an agent of the Sub-Advisor.

(e)  The Advisor and the Sub-Advisor each affirm that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information.

(f)  The Trust, the Advisor and the Sub-Advisor acknowledge that each may have obligations under the laws and regulations of the United States to verify the source of funds and identity of investors in accordance with the USA Patriot Act, and any rules or regulations adopted thereunder (collectively the "Patriot Act").  Each party agrees to assist the other parties in monitoring transactions in accordance with the Patriot Act.  If required by applicable law or regulation, each party shall provide the other parties with documentation evidencing the identity of a beneficial owner or owners of shares of the Fund upon request when a party is required by a law, court order, or by administrative or regulatory entity to disclose the identity of the beneficial owner(s).

(g)  This Agreement may be executed in counterparts.



[Remainder of page left intentionally blank]
[Signature pages follow]
10

[Signature Page to Interim Advisory Agreement]

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the day and the year first written above.



TRUST
INVESTMENT ADVISOR
 
STARBOARD INVESTMENT TRUST
 
 
  /s/ Katherine M. Honey 
CAVALIER INVESTMENTS
 
 
 /s/ Gregory Rutherford 
   
BY:  Katherine M. Honey
BY:   Gregory Rutherford
   
TITLE:  President
TITLE  CEO
   
   
INVESTMENT SUB-ADVISOR
 
 
NAVELLIER & ASSOCIATES, INC
 
 
 /s/ Louis S. Navellier
 
   
BY:   Louis S. Navellier
 
   
TITLE:   CEO
 

11

INTERIM INVESTMENT SUB-ADVISORY AGREEMENT



This Interim Investment Sub-advisory Agreement ("Agreement") is made and entered into as of September 10, 2016 by and among Starboard Investment Trust, a Delaware Statutory Trust ("Trust"), Cavalier Investments, Inc., a Massachusetts corporation ("Advisor") and Parasol Investment Management LLC, a Delaware Limited Liability Company ("Sub-Advisor").
WHEREAS, the Advisor acts as the investment advisor to the  Cavalier Multi Strategist Fund,  a  series  of  the  Trust  ("Fund"),   pursuant   to  that  certain  Interim  Investment  Advisory Agreement, dated August 1, 2016, between the Advisor and the Trust with respect to the Fund ("Advisory Agreement");
WHEREAS, the Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the "Act");
WHEREAS, the Trust is authorized to issue separate series, each  of which will offer a separate class of shares of beneficial interest , each series having its own investment objective or objectives, policies, and limitations;
WHEREAS, the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future;
WHEREAS, each of the Advisor and Sub-Advisor is registered as an investment advisor under the Investment Advisers Act of 1940 , as amended ("Advisers Act"), and engages in the business of asset management; and
WHEREAS, the Advisor, subject to the approval of the Board of Trustees of the Trust ("Trustees"),  desires to retain the Sub-Advisor  on an interim basis subject to Rule 15(a)(4) under the Investment Company Act to assist the Advisor in rendering certain investment management services to the Fund, and the Sub-Advisor is willing to render such services;
WHEREAS, the Trustees, including a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, by a vote cast in person at a meeting called for the purpose of voting on such approval have approved this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1.  Engagement and Obligation of Sub-Advisor.   The Advisor hereby appoints and retains the Sub-Advisor to act as a sub-advisor to the Advisor and to provide the following services for the period and on the terms and conditions set forth in this Agreement.



(a)
Services.  The Sub-Advisor agrees to perform the following services (the "Services''):
(i)
subject to the supervision of the Trustee's and the Advisor, the Sub-Advisor will provide a continuous investment program for the portion of the Fund's portfolio allocated to the Sub-Advisor by the Advisor and determine the composition of the assets of the Fund's portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in such portion of the Fund's portfolio;
(ii)
select brokers and dealers to execute the purchase and/or sale, consistent with the Sub-Advisor's duty to seek "best execution" on behalf of the Fund, of portfolio securities of the Fund;
(iii)
provide the Advisor and the Fund with such records concerning the Sub- Advisor's activities under this Agreement as the Advisor and the Fund may request from time to time or as otherwise required by applicable law; and
(iv)
render regular reports to the Advisor and the Trustees concerning the Sub- Advisor's discharge of the foregoing responsibilities .
The Sub-Advisor shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Fund and in compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund's objectives, policies, and limitations as set forth in its prospectus ("Prospectus") , as the same may be amended from time to time; and (iii) with all applicable laws and regulations. All Services to be furnished by the Sub-Advisor under this Agreement may be furnished through the medium of any directors, officers or employees of the Sub-Advisor or through such other parties as the Sub-Advisor may determine from time to time.

(b)
Expenses and Personnel. The Sub-Advisor agrees,  at its own expense or at the expense  of one or more  of its affiliates,  to render the Services  and to provide  the office space,  furnishings,  equipment and personnel  as may  be reasonably required  to perform  the Services  on the terms and for the compensation provided herein.

(c)
Books and Records. All books and records prepared and maintained by the Sub-Advisor for the Advisor and/or the Fund under this Agreement shall be the property of the Advisor and/or the Fund and, upon request therefor, the Sub-Advisor shall surrender to the appropriate party such of the books and records so requested.

2.  Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee")  equal to an annualized rate of the average daily net assets of the Fund as follows:


Fund Net Assets
Fee Rate
$0 to $20 Million
Zero
>$20 Million to$ I 00 Million
30 basis points (on AUM over $20 Million)
>$100 Million
30 basis points (on all AUM)

The Fee shall be calculated as of the last business day of each month based upon the average daily net  assets  of  the  Fund  determined  in the  manner  described  in  the  Fund's  Prospectus  and/or Statement  of Additional Information, and shall  be paid to the Sub-Advisor  by the Advisor on a quarterly  basis within  a specified period of time at the conclusion of each  quarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor.
The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation;
If a majority of the Fund's  outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor.
If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account).  Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.
3.  Status of Investment Sub-Advisor. The services of the Sub-Advisor to the Advisor, and the Fund are not to be deemed exclusive, and the Sub-Advisor shall be free to render similar services to others (including, without limitation, any other registered investment management company, or series thereof) so long as its Services to the Fund are not impaired thereby. The Sub- Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Advisor or the Fund in any way or otherwise be deemed an agent of the Advisor or the Fund. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Advisor, who may also be a trustee, officer or employee of the Advisor or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.


 
4.  Permissible Interests.    Trustees,  agents,  and  stockholders  of  the  Fund  and  the Advisor are or may be interested in the Sub-Advisor (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise; and directors, partners, officers, agents,  and stockholders of the Sub-Advisor are or may be interested in the Advisor or the Fund as trustees , directors, officers, stockholders or otherwise; and the Sub-Advisor (or any successor) is or may be interested in the Advisor or the Fund as a stockholder or otherwise.

5.  Limits of Liability; Indemnification.  The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder.  The Sub-Advisor shall not be liable for any error  of judgment or for any loss suffered  by the Advisor  or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein.

The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement.
The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor  Parties") against and hold the Sub-Advisor  Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.
6.  Term.  This Agreement shall remain in effect for an initial term of 150 days from the effective date, provided that:
(a)
The Trust may, at any time and without the payment of any penalty, terminate this Interim Sub-Advisory Agreement upon 10 calendar days' written notice of a decision to terminate this Interim Sub-Advisory Agreement by (i) the Trust's trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;



(b)
The Interim Sub-Advisory Agreement shall immediately terminate in the event of its assignment ( within the meaning of the Investment  Company Act and the rules thereunder);
(c)
The  Sub-Advisor  may,  at  any  time  and   without   the  payment   of  any  penalty, terminate this  Interim   Sub-Advisory  Agreement  upon  60  calendar  days'   written notice to the Fund and Trust; and
(d)
The Interim Sub-Advisory Agreement shall terminate immediately upon approval by the Fund's shareholders of a new investment advisory agreement between the Trust and the Advisor.
7.  Prohibited Conduct.  The Sub-Advisor may not consult with any other sub-advisor of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Fund, except that such consultations are permitted between the current and successor sub-advisor of the Fund in order to effect an orderly transition of portfolio management duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Act.

8.  Use of Names.
(a)  It is understood that the name "Cavalier Investments" or any derivative thereof or logo associated with that name is the valuable prope1ty of the Advisor and/or its affiliates, and that the Sub-Advisor has the right to use such name (or derivative or logo) only with the approval of the Advisor and only so long as the Advisor is Advisor to the Trust and/or the Fund. Upon termination of the Advisory Agreement between the Trust and the Advisor, the Trust or the Advisor shall notify the Sub-Advisor of the termination of the Advisory Agreement and the Sub-Advisor shall as soon as is reasonably possible cease to use such name (or derivative or logo).
(b)  I t is understood that the names "Parasol Investment Management" or any derivative thereof or logos associated with those names are the valuable property of the Sub- Advisor and its affiliates and that the Trust and/or the Fund have the right to use such names (or derivatives or logos) in offering materials of the Trust with the approval of the Sub- Advisor and for so long as the Sub-Advisor is a sub-advisor to the Trust and/or the Fund. Upon termination of this Agreement between the Advisor, and the Sub-Advisor, the Trust shall as soon as is reasonably possible cease to use such names (or derivatives or logos).

9.  Cooperation; Confidentiality.  Each  party  to  this  Agreement agrees  to  cooperate with  each  other   party  and  with  all  appropriate   governmental  authorities   having  the  requisite jurisdiction (including,   but  not  limited  to,  the  U.S.  Securities   and Exchange Commission   (the "SEC") in connection with any investigation or inquiry relating to this Agreement or the Trust.
 
           Subject  to the foregoing,  the Sub-Advisor shall treat as confidential  all  information pertaining  to the Trust and actions of the Trust, the Advisor  and the Sub-Advisor, and the Advisor shall  treat as confidential  and use only in connection  with the Fund all information furnished to the Trust or the Advisor by the Sub-Advisor, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under Applicable Law or at the request of regulators or self-regulatory organizations, if generally available to the public through means other than by disclosure by the Sub-Advisor or the Advisor, or if available from a source other than the Advisor, Sub-Advisor or the Trust. Notwithstanding any of the foregoing the Sub-Advisor may disclose confidential information if specifically authorized by the Advisor or the Trust and the Advisor or the Trust may disclose confidential information if specifically authorized by the Sub-Advisor.

10.  Amendments.   No provision of this Agreement may be changed, waived, discharged or  terminated  orally, but only  by an  instrument in writing  signed  by  the  party against  which enforcement of the change, waiver, discharge or termination is sought , and  no amendment of this Agreement shall be effective until approved  by vote of the 0holders of  a majority of the Trust's · outstanding voting securities .

11.  Applicable Law .     This  Agreement  shall  be  construed  in  accordance  with,  and governed by, the substantive laws of the State of Delaware, without regard to the principles of the conflict of laws or the choice of laws, provided that nothing herein shall be construed in a manner inconsistent with the Act, the Advisers Act or rules or orders of the SEC thereunder..

12.  Representations and Warranties.

(a)  Representations and Warranties of the Sub-Advisor.    The Sub-Advisor hereby represents and warrants to the Advisor and the Fund as follows: (i) the Sub-Advisor is a Limited Liability Company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Sub-Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

(b)  Representations and Warranties of the Advisor.     The Advisor hereby represents and warrants to the Sub-Advisor as follows: (i) the Advisor is a corporation duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

13.  Severability.   If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder   of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

14.  Notice. Any notice must be in writing and shall be deemed to have been given when (I)  delivered  in  person, (2) dispatched  by telegram or electric facsimile  transfer (confirmed in writing by postage prepaid first class mail simultaneously dispatched ), (3) sent by internationally  recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Trust:
Starboard Investment Trust
116 S Franklin Street
Rocky Mount, NC 27802
If to the Advisor: Cavalier Investments
50 Braintree Hill Park #105
Braintree, MA 02184
If to the Sub-Advisor
Parasol Investment Management
520 North Cass Avenue, Suite 200
Westmont, IL 60559
 
15.  Notice of Certain Changes in Sub-Advisor.   The Sub-Advisor  is hereby obligated to notify the Fund and Advisor if there  is a material change in the Sub-Advisor's equity ownership, whether, as the case may be, of members, shareholders, general or limited partners, or senior executive personnel, within a reasonable time after such change takes place.
16.  Miscellaneous.

(a)  The term "affiliate" or "affiliated person" as used in this Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the Act.
(b)  The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
(c)  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.
(d)  Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Advisor, or constituting the Advisor as an agent of the Sub-Advisor.
(e)  The Advisor and the Sub-Advisor each affirm that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information.
(f)  The Trust, the Advisor and the Sub-Advisor acknowledge that each may have obligations under the laws and regulations of the United States to verify the source of funds and identity of investors in accordance with the USA Patriot Act, and any rules or regulations adopted thereunder (collectively the "Patriot Act") Each party agrees to assist the other parties in monitoring transactions in accordance with the Patriot Act. If required by applicable law or regulation, each party shall provide the other parties with documentation evidencing the identity of a beneficial owner or owners of shares of the Fund upon request when a party is required by a law, court order, or by administrative or regulatory entity to disclose the identity of the beneficial owner(s).

(g)  This Agreement may be executed in counterparts.



[Remainder of page left intentionally blank]
[S i gnature pages follow]



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and the year first written above.

TRUST
INVESTMENT ADVISOR
   
STARBOARD INVESTMENT TRUST
CAVALIER INVESTMENTS
   
/s/ Katherine M. Honey  /s/ Gregory A. Rutherford, CFP 
   
BY: Katherine M. Honey
BY: Gregory A. Rutherford, CFP
   
TITLE: President
TITLE: President & CEO
   
   
INVESTMENT SUB-ADVISOR
 
   
PARASOL INVESTMENT MANAGEMENT
 
   
/s/ Joy A. Gruber   
   
BY: Joy A. Gruber
 
   
TITLE: Chief Investment Officer
 


INTERIM INVESTMENT ADVISORY AGREEMENT
 
between
 
STARBOARD INVESTMENT TRUST
 
and
 
ARS INVESTMENT MANAGEMENT, LLC
1 of 11

INDEX
 
 
1.
APPOINTMENT OF THE ADVISOR
pg  3
2.
OBLIGATIONS OF THE ADVISOR
pg  3
3.
COMPENSATION
pg  5
4.
LIMITATION OF LIABILITY AND INDEMNIFICATION
pg  6
5.
STATUS OF ADVISOR
pg  7
6.
RETENTION OF SUB-ADVISOR
pg  7
7. LIABILITY OF SHAREHOLDERS pg  7
8.  REPRESENTATIONS AND WARRANTIES pg  7
9. NOTICE OF CHANGE IN CONTROL pg  8
10. DURATION AND TERMINATION pg  8
11.  AMENDMENT OF INTERIM AGREEMENT pg  8
12. APPLICABLE LAW pg  9
13. STRUCTURE OF AGREEMENT pg  9
14. SEVERABILITY pg  9
15. MISCELLANEOUS pg  9
     
APPENDIX A pg  11
 
 
 
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  INTERIM INVESTMENT ADVISORY AGREEMENT
 
This Interim Investment Advisory Agreement ("Interim Agreement") is made and entered into effective as of August 1, 2016 by and between ARS Investment Management, LLC , a Massachusetts limited liability company (the "Advisor"), and the Starboard Investment Trust (the "Trust"), a Delaware statutory trust, on behalf of the Alpha Risk Hedged Dividend Equity Fund, previously known as the Cavalier Hedged Equity Fund (the "Fund"), a series of the Trust.
WHEREAS , the Trust is registered as an open-end management investment company under the Investment Company Act of 1940;
WHEREAS , the Trust has designated the Funds as series of interests in the Trust;
WHEREAS , the Advisor is registered as an investment advisor under the Investment Advisers Act of 1940, and engages in the business of asset management; and
WHEREAS , the Trust desires to retain the Advisor, on an interim basis and subject to Rule 15(a)(4) under the Investment Company Act to furnish investment advisory and administrative services to the Funds and the Advisor is willing to so furnish such services;
NOW THEREFORE , in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment of the Advisor. The Trust appoints the Advisor as investment advisor to the Funds, each a series of the Trust, for the period and on the terms set forth in this Interim Agreement.  The Advisor accepts such appointment and agrees to furnish the services set forth herein, for the compensation indicated in Appendix A.
2. Obligations of the Advisor.   Subject to the supervision of the Trust's Board of Trustees, the Advisor will provide a continuous investment program for the Funds.
(a) Services.   The Advisor agrees to perform the following services for the Funds and Trust:
(i) Manage the investment and reinvestment of the assets of the Funds;
(ii) Continuously review, supervise, and administer the investment program of the Funds;
 
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(iii) Determine, in its discretion, the securities to be purchased, retained, or sold (and implement those decisions) with respect to the Funds;
(iv) Provide the Funds and Trust with records concerning the Advisor's activities under this Interim Agreement which the Funds and Trust are required to maintain;
(v) Render regular reports to the Trust's trustees and officers concerning the Advisor's discharge of the foregoing responsibilities; and
(vi) Perform such other services as agreed by the Advisor and the Trust from time to time.
The Advisor shall discharge the foregoing responsibilities subject to the control of the trustees and officers of the Trust and in compliance with (i) such policies as the trustees may from time to time establish; (ii) the Funds' objectives, policies, and limitations as set forth in their prospectus and statement of additional information, as the same may be amended from time to time; and (iii) with all applicable laws and regulations.  All services to be furnished by the Advisor under this Interim Agreement may be furnished through the medium of any directors, officers, or employees of the Advisor or through such other parties as the Advisor may determine from time to time.
(b) Expenses and Personnel.   The Advisor agrees, at its own expense or at the expense of one or more of its affiliates, to render its services and to provide the office space, furnishings, equipment, and personnel as may be reasonably required in the judgment of the trustees and officers of the Trust to perform the services on the terms and for the compensation provided herein.  The Advisor shall authorize and permit any of its officers, directors, and employees, who may be elected as trustees or officers of the Trust, to serve in the capacities in which they are elected.  Except to the extent expressly assumed by the Advisor herein and except to the extent required by law to be paid by the Advisor, the Trust shall pay all costs and expenses in connection with its operation.
(c) Fund Transactions.   The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Funds.  With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution, and other factors.  The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice, and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Funds and its other clients and that the total commission paid by the Funds will be reasonable in relation to the benefits to the Funds and its other clients over the long-term.  The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.
 
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(d) Books and Records.   All books and records prepared and maintained by the Advisor for the Funds and Trust under this Interim Agreement shall be the property of the Funds and Trust and, upon request therefore, the Advisor shall surrender to the Funds and Trust such of the books and records so requested.
(e) Compliance Procedures.   The Advisor will, in accordance with Rule 206(4)-7 of the Investment Advisers Act of 1940, adopt and implement written policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 and will provide the Trust with copies of such written policies and procedures upon request.
3. Compensation.   The Trust will pay, or cause to be paid to, the Advisor and the Advisor will accept as full compensation an investment advisory fee, based upon the daily average net assets of each Fund, computed at the end of each month and payable within five business days thereafter, based upon the schedule attached hereto as Appendix A.
The investment advisory fee shall be held in an interest-bearing escrow account with the Funds' custodian ("Escrow Amount").  The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Funds determined in the manner described in the Funds' Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation;
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If a majority of the Funds' outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Advisor.
If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Agreement, the Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Advisor in performing services under this Interim Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account).  Any fee paid to the Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees.
4. Limitation of Liability and Indemnification.   The Advisor assumes no responsibility under this Interim Agreement other than to render the services called for hereunder.  The Advisor shall not be liable for any error of judgment or for any loss suffered by the Funds or Trust in connection with the matters to which this Interim Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services or a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Advisor in the performance of its duties or from reckless disregard by the Advisor of its obligations and duties under this Interim Agreement.  It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Investment Company Act of 1940 or the Securities Act of 1933, except for information supplied by the Advisor for inclusion therein.  The Trust agrees to indemnify the Advisor to the full extent permitted by the Trust's Declaration of Trust.
Any liability of the Advisor to the Funds shall not automatically impart liability on the part of the Advisor to any other series of the Trust.  The Funds shall not be liable for the obligations of any other series of the Trust, nor shall any other series of the Trust be liable for the obligations of the Funds.  The limitations of liability provided under this section are not to be construed so as to provide for limitation of liability for any liability (including liability under U.S. federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that such limitation of liability would be in violation of applicable law, but will be construed so as to effectuate the applicable provisions of this section to the maximum extent permitted by applicable law.
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5. Status of Advisor.   The services of the Advisor to the Funds and Trust are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Funds and Trust are not impaired thereby; provided, however, that without the written consent of the Trust's Board of Trustees, the Advisor will not serve as investment advisor to any other investment company having a similar investment strategy to that of the Funds.  The Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Funds in any way or otherwise be deemed an agent of the Funds or Trust.  Nothing in this Interim Agreement shall limit or restrict the right of any director, officer, or employee of the Advisor, who may also be a trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
6. Liability of Shareholders.   Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Interim Agreement are not binding upon any of the shareholders of the Trust individually but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit.
7. Representations and Warranties.
(a) The Advisor represents and warrants to the Trust as follows: (i) the Advisor is a corporation duly organized and in good standing under the laws of the State of Massachusetts and is fully authorized to enter into this Interim Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940, and shall maintain such registration in effect at all times during the term of this Interim Agreement.
(b) The Trust represents and warrants to the Advisor as follows: (i) the Trust has been duly organized as a statutory trust under the laws of the State of Delaware and is authorized to enter into this Interim Agreement and carry out its terms; (ii) the Trust is registered as an investment company with the Securities and Exchange Commission under the Investment Company Act of 1940; (iii) shares of the Funds are (or will be) registered for offer and sale to the public under the Securities Act of 1933; and (iv) such registrations will be kept in effect during the term of this Interim Agreement.
 
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8. Notice of Change in Control.   The Advisor is obligated to notify the Trust if there is a change in the members of the Advisor within a reasonable time after such change takes place.
9. Duration and Termination.   This Interim Agreement shall remain in effect for a term of 150 days from the effective date, provided that:
(a). The Trust may, at any time and without the payment of any penalty, terminate this Interim Agreement upon 10 calendar days' written notice of a decision to terminate this Interim Agreement by (i) the Trust's trustees; or (ii) the vote of a majority of the outstanding voting securities of the Funds;
(b). The Interim Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act and the rules thereunder);
(c). The Advisor may, at any time and without the payment of any penalty, terminate this Interim Agreement upon 60 calendar days' written notice to the Funds and Trust; and
(d). The Interim Agreement shall terminate immediately upon approval by the Funds' shareholders of a new investment advisory agreement between the Trust and the Advisor.
10. Amendment of Interim Agreement.   No provision of this Interim Agreement may be changed, waived, discharged, or terminated orally, but only by a written instrument signed by the party against which enforcement of the change, waiver, discharge or termination is sought.  No material amendment of this Interim Agreement shall be effective until approved by vote of the holders of a majority of the Funds' outstanding voting securities (as defined in the Investment Company Act).
 
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11. Applicable Law.   This Interim Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
12. Structure of Agreement.   The Trust is entering into this Interim Agreement solely on behalf of the Funds.  Without limiting the generality of the foregoing: (i) no breach of any term of this Interim Agreement shall create a right or obligation with respect to any series of the Trust other than the Funds; (ii) under no circumstances shall the Advisor have the right to set off claims relating to the Funds by applying property of any other series of the Trust; and (iii) the business and contractual relationships created by this Interim Agreement, consideration for entering into this Interim Agreement, and the consequences of such relationship and consideration relate solely to the Funds.
13. Severability.   If any provision of this Interim Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Interim Agreement shall not be affected thereby.
14. Miscellaneous.   The captions in this Interim 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.
[Signature Page Follows]
9 of 11

[Signature Page to Interim Investment Advisory Agreement]
IN WITNESS WHEREOF , the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
Starboard Investment Trust
On behalf of the Alpha Risk Hedged Dividend Equity Fund

By:  /s/ Katherine M. Honey
Name: Kate M. Honey
Title:  Principal Executive Officer

ARS Investment Management


By:   /s/ T.W. Dolan
Name:  Timothy Dolan
Title:  Managing Partner



10 of 11

APPENDIX A
COMPENSATION SCHEDULE
For the services delineated in this Agreement, the Advisor shall receive an investment advisory fee equal to an annualized rate of the average daily net assets of each of the Funds as listed below.  The fee shall be calculated as of the last business day of each month based upon the average daily net assets of each Fund determined in the manner described in the Funds' Prospectus and Statement of Additional Information.
Fund
Interim Investment
Advisory Fee
1.   Alpha Risk Hedged Dividend Equity Fund
   Previously known as the Cavalier Hedged Equity Fund
0.45%


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INTERIM EXPENSE LIMITATION AGREEMENT

between

STARBOARD INVESTMENT TRUST

and

ARS INVESTMENT MANAGEMENT, LLC











1 of 7



INDEX
 
 
1.
EXPENSE LIMITATION
pg 3
2.
TERM AND TERMINATION
pg 5
3.
MISCELLANEOUS
pg 5
     
APPENDIX A  pg 8
     
APPENDIX B  pg 9


 
2 of 7



INTERIM EXPENSE LIMITATION AGREEMENT

THIS EXPENSE LIMITATION AGREEMENT ("Agreement") is made and entered into effective as this 1st day of August , 2016 by and between Starboard Investment Trust , a Delaware statutory trust (the "Trust"), on behalf of its series, the Alpha Risk Hedged Dividend Equity Fund , previously known as the Cavalier Hedged Equity Fund (the "Fund(s)"), and ARS Investment Management LLC , a Massachusetts Limited Liability Company (the "Advisor").
WHEREAS, the Trust is a statutory trust organized under the Certificate of Trust ("Trust Instrument") and is registered under the Investment Company Act of 1940 (the "Act") as an open-end management investment company; and
WHEREAS, each Fund is a series of the Trust; and
WHEREAS, the Funds and the Advisor have entered into an Investment Advisory Agreement dated August 1, 2016 ("Advisory Agreement"), pursuant to which the Advisor provides investment advisory services to the Fund(s); and
WHEREAS, the Fund(s) and the Advisor have determined that it is appropriate and in the best interests of each Fund and its shareholders to limit the expenses of the Fund(s), and, therefore, have entered into this Agreement, in order to maintain the Fund(s)' expense ratios within the Operating Expense Limit, as defined below;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.
EXPENSE LIMITATION
(a)
Applicable Expense Limit.   Each Fund has set an Operating Expense Limit, outlined below and stated in Appendix A. Applicable Expense shall be defined as the aggregate expenses of every character, including but not limited to investment advisory fees of the Advisor, fees and expenses, but excluding those expenses and other expenditures which are capitalized in accordance with generally accepted accounting principles, acquired fund fees and expenses, other extraordinary expenses not incurred in the ordinary course of each Fund's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940) incurred by each Fund in any fiscal year. These expenses are typically shown on the financial statements of each Fund and are classified as the Fund Operating Expenses.
 
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(b)
Due from Advisor Reimbursement . To the extent that each Fund's Operating Expenses exceed the Operating Expense Limit, as defined in Section 1(b) below, such excess amount (the "Excess Amount") shall be the liability of the Advisor.  Those expenses incurred on behalf of each Fund and the Advisor, particularly those expenses advanced on the Advisor's behalf for Fund marketing and distribution, shall also be the liability of the Advisor and payable to the party advancing such expenses on the Advisor's behalf. Marketing expenses are specifically excluded as being deemed a liability of any party other than the Advisor. In determining the Fund Operating Expenses, expenses that each Fund would have incurred but did not actually pay because of expense offset or brokerage/services arrangements shall be added to the aggregate expenses so as not to benefit the Advisor.
(c)
Expense Limit Calculation.   Each Fund's maximum operating expense limits   in any year shall be calculated as a percentage of the average daily net assets of that Fund. The fee shall be calculated as of the last business day of each month based upon the average daily net assets of each Fund determined in the manner described in that Fund's Prospectus and Statement of Additional Information. For purposes of the Operating Expense Limit, that calculation shall include all the expenses directly charged to the net asset value of that Fund.
(d)
Method of Computation.   To determine the Advisor's liability with respect to the Excess Amount, each month the Funds' Operating Expenses shall be annualized as of the last day of the month.  If the annualized Fund Operating Expenses for any month exceeds the Operating Expense Limit of a Fund, the Advisor shall first waive or reduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Operating Expense Limit.  If the amount of the waived or reduced investment advisory fee for any such month is insufficient to pay the Excess Amount, the Advisor shall also remit to that Fund an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such Excess Amount.
(e)
Year-End Adjustment.   If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Advisor to each Fund with respect to the previous fiscal year shall equal the Excess Amount.
 
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2.
TERM AND TERMINATION
This Agreement shall continue in effect until September 30 , 2017 and shall thereafter continue in effect from year to year for successive one-year periods unless terminated as provided in this paragraph.  This Agreement may be terminated, without payment of any penalty, by: (i) the Trust at any time, so long as such action has been authorized by resolution of a majority of the Trustees who are not party to this Agreement or "interested persons" of the Trust, as defined in the Investment Company Act of 1940, or by a vote of a majority of the outstanding voting securities of the Trust; and (ii) by the Advisor upon thirty days' prior written notice to the Trust at its principal place of business, such termination to be effective as of the close of business on the last day of the then-current one-year period. In addition, this Agreement shall terminate with respect to each Fund upon termination of that Fund's Advisory Agreement.
3.
MISCELLANEOUS
(a)
Captions.   The captions in this Agreement are included for convenience only and in no other way define or delineate any provisions hereof or otherwise affect their construction or effect.
(b)
Interpretation.   Nothing herein contained shall be deemed to require the Trust or any Fund to take any action contrary to the Trust's Declaration of Trust or by-laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust's Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or any Fund.
(c)
Definitions.   Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the Investment Company Act of 1940, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the Investment Company Act of 1940.

[Signatures on Following Page]
5 of 7




 [Signature Page to Expense Limitation Agreement]

REPRESENTATION OF SIGNATORIES.  Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first above written.

STARBOARD INVESTMENT   TRUST
On behalf of the Alpha Risk Hedged Dividend Equity Fund

By: /s/ Katherine Honey
Name:  Katherine Honey
Title:  President

ARS Investment Management


By:  /s/ T. W. Dolan
Name:  Timothy Dolan
Title:  Managing Partner


6 of 7

INTERIM EXPENSE LIMITATION AGREEMENT
Appendix A
OPERATING EXPENSE LIMIT SCHEDULE

FUND
OPERATING EXPENSE LIMIT
Alpha Risk Hedged Dividend Equity Fund
1.99%




































7 of 7

INTERIM EXPENSE LIMITATION AGREEMENT
Between
STARBOARD INVESTMENTTRUST
and
CAVALIER INVESTMENTS, INC.
 
1 of 7


INDEX
1.  EXPENSE LIMITATION
pg 3
2.  TERM AND TERMINATION
pg 5
3.  MISCELLANEOUS
pg 5
   
APPENDIX A
pg 8
 
 

 
2 of 7

EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT ("Agreement")  is  made and   entered into  effective  as  this  1st   day  of  August ,  2016  by  and   between Starboard Investment Trust , a Delaware statutory trust  (the "Trust"), on behalf of its  series,  the Cavalier  Funds   (the  "Fund(s)"), and  Cavalier Investments, Inc. , a Massachusetts corporation (the "Advisor").
WHEREAS, the Trust is a statutory trust organized under the Certificate of Trust ("Trust Instrument") and is registered under the Investment Company Act of 1940 (the "Act") as an open-end management investment company; and
WHEREAS, each Fund is a series of the Trust; and
WHEREAS, the Funds and the Advisor have entered into an Investment Advisory Agreement dated August 1, 2016 ("Advisory Agreement"), pursuant to which the Advisor provides investment advisory services to the Fund(s); and
WHEREAS, the Fund(s) and the Advisor have determined that it is appropriate and in the best interests of each Fund and its shareholders to limit the expenses of the Fund(s), and, therefore, have entered into this Agreement, in order to maintain the Fund(s)' expense ratios within the Operating Expense Limit, as defined below;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.
EXPENSE LIMITATION
(a)
Applicable Expense Limit . Each Fund has set an Operating Expense Limit, outlined below and stated in Appendix A. Applicable Expense shall be defined as the aggregate expenses of every character, including but not limited to investment advisory fees of the Advisor, fees and expenses, but excluding those expenses and other expenditures which are capitalized in accordance with generally accepted accounting principles, acquired fund fees and expenses, other extraordinary expenses not incurred in the ordinary course of each Fund's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940) incurred by each Fund in any fiscal year. These expenses are typically shown on the financial statements of each Fund and are classified as the Fund Operating Expenses.
 
 
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(b)
Due from Advisor Reimbursement . To the extent that each Fund's Operating Expenses exceed the Operating Expense Limit, as defined in Section l(b) below, such excess amount (the "Excess Amount") shall be the liability of the Advisor. Those expenses incurred on behalf of each Fund and the Advisor, particularly those expenses advanced on the Advisor's behalf for Fund marketing and distribution, shall also be the liability of the Advisor and payable to the party advancing such expenses on the Advisor's behalf. Marketing expenses are specifically excluded as being deemed a liability of any party other than the Advisor. In determining the Fund Operating Expenses, expenses that each Fund would have incurred but did not actually pay because of expense offset or brokerage/ services arrangements shall be added to the aggregate expenses so as not to benefit the Advisor.
(c)
Expense Limit Calculation . Each Fund's maximum operating expense limits in any year shall be calculated as a percentage of the average daily net assets of that Fund. The fee shall be calculated as of the last business day of each month based upon the average daily net assets of each Fund determined in the manner described in that Fund's Prospectus and Statement of Additional Information. For purposes of the Operating Expense Limit, that calculation shall include all the expenses directly charged to the net asset value of that Fund.
(d)
Method of Computation . To determine the Advisor's liability with respect to the Excess Amount, each month the Funds' Operating Expenses shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month exceeds the Operating Expense Limit of a Fund, the Advisor shall first waive or reduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Operating Expense Limit. If the amount of the waived or reduced investment advisory fee for any such month is insufficient to pay the Excess Amount, the Advisor shall also remit to that Fund an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such Excess Amount.
(e)
Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments  remitted by the Advisor to each Fund with respect to the previous fiscal year shall equal the Excess Amount.

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2.
TERM AND TERMINATION
This Agreement shall continue in effect until September 30, 2017 and shall thereafter continue in effect from year to year for successive one-year periods unless terminated as provided in this paragraph. This Agreement may be terminated, without payment of any penalty, by: (i) the Trust at any time, so long as such action has been authorized by resolution of a majority of the Trustees who are not party to this Agreement or "interested persons" of the Trust, as defined in the Investment Company Act of 1940, or by a vote of a majority of the outstanding voting securities of the Trust; and (ii) by the Advisor upon thirty days' prior written notice to the Trust at its principal place of business, such termination to be effective as of the close of business on the last day of the then-current one- year period. In addition, this Agreement shall terminate with respect to each Fund upon termination of that Fund's Advisory Agreement.

3.
MISCELLANEOUS
(a)
Captions.      The   captions in   this   Agreement are   included for convenience only and in no other   way   define   or delineate any provisions hereof or otherwise affect their construction or effect.
(b)
Interpretation . Nothing herein contained shall be deemed to require the Trust or any Fund to take any action contrary to the Trust's Declaration of Trust or by-laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust's Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or any Fund.
(c)
Definitions . Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the Investment Company Act of 1940, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the Investment Company Act of 1940.

[Signatures on Following Page]
5 of 7


[Signature Page to Interim Expense Limitation Agreement]

REPRESENTATION OF SIGNATORIES . Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.

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



STARBOARDINVESTMENTTRUST
On behalf of the Cavalier Funds


By:   /s/ Katherine M. Honey  

Name: Katherine M. Honey

Title: President


Cavalier Investments, Inc.

By:   /s/ Gregory A. Rutherford 

Name: Gregory A. Rutherford, CFP

Title: CEO


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INTERIM EXPENSE LIMITATION AGREEMENT

Appendix A
OPERATING EXPENSE LIMIT SCHEDULE

FUND
Institutional and Advisor
Class Shares
Class P Shares
 
1.   Cavalier Hedged
High Income
 
1.44%
 
1.59%
 
2.   Cavalier Dividend
Income
 
1.88%
 
2.03%
 
3.   Cavalier Fundamental
Growth
 
1.10%
 
1.25%
 
4.   Cavalier Dynamic
Growth
 
1.40%
 
1.55%
 
5.   Cavalier Global
Opportunities
 
1.10%
 
1.25%
 
6.   Cavalier Tactical
Rotation
 
1.45%
 
1.60%
 
7.   Cavalier Multi
Strategist
 
1.48%
 
1.63%
 
8.   Cavalier Adaptive
Income
(Previously, the Cavalier
Stable Income Fund)
 
1.30%
 
1.45%

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We consent to the references to our firm in the Registration Statement on Form N-1A of the Starboard Investment Trust and to the use of our report dated July 29, 2016 on the financial statements and financial highlights of Cavalier Dividend Income Fund, Cavalier Dynamic Growth Fund, Cavalier Fundamental Growth Fund, Cavalier Global Opportunities Fund, Cavalier Hedged High Income Fund, Cavalier Multi Strategist Fund, Cavalier Adaptive Income Fund (formerly Cavalier Stable Income Fund), Cavalier Tactical Rotation Fund, and Alpha Risk Dividend Hedged Equity Fund (formerly Cavalier Hedged Equity Fund), each a series of shares of beneficial interest of the Starboard Investment Trust.   Such financial statements and financial highlights appear in the May 31, 2016 Annual Report to Shareholders that is incorporated by reference into the Statement of Additional Information.
                                     
                                          BBD, LLP

Philadelphia, Pennsylvania
September 28, 2016





APPENDIX A
SERIES OF THE TRUST
(each a "Fund")
Updated: September 7, 2016


1.   Alpha Risk Dividend Hedged Equity Fund
2.   Arin Large Cap Theta Fund
3.   Cavalier Adaptive Income Fund
4.   Cavalier Dividend Income Fund
5.   Cavalier Dynamic Growth Fund
6.   Cavalier Fundamental Growth Fund
7.   Cavalier Global Opportunities Fund
8.   Cavalier Hedged High Income Fund
9.   Cavalier Multi Strategist Fund
10.   Cavalier Tactical Rotation Fund
11.   Goodwood SMID Long/Short Fund
12.   Matisse Discounted Closed-End Fund Strategy
13.   QCI Balanced Fund
14.   Roumell Opportunistic Value Fund
15.   SCS Tactical Allocation Fund
16.   The Sector Rotation Fund
17.   Sirius S&P Strategic Large-Cap Allocation Fund

CAVALIER FUNDS
RULE 18f-3 MULTI-CLASS PLAN
I.  Introduction.
Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended ("1940 Act"), this Rule 18f-3 Multi-Class Plan ("Plan") sets forth the general characteristics of, and conditions under which the Starboard Investment Trust ("Trust") may offer, multiple classes of shares (each a "Class of Shares" and collectively "Classes of Shares") of the portfolio series listed on Appendix A (each a "Fund").  In addition, the Plan sets forth the shareholder servicing arrangements, distribution arrangements, conversion features, exchange privileges, and other shareholder services of each Class of Shares in each such Fund.  The Plan is intended to allow each Fund of the Trust to offer multiple Classes of Shares to the fullest extent and manner permitted by Rule 18f-3 under the 1940 Act, subject to the requirements and conditions imposed by the Rule.  This Plan may be revised or amended from time to time as provided below.
Each Fund is authorized, as indicated below in the section "Class Arrangements," to issue the following Classes of Shares representing interests in the Fund: Institutional Class Shares and Advisor Class Shares.  Each Class of Shares will represent interests in the same portfolio of the Fund and, except as described herein, shall have the same rights and obligations as each other Class of Shares of the Fund.  Each Class of Shares shall be subject to such investment minimums and other conditions of eligibility as are set forth in the applicable Fund's prospectus ("Prospectus") or statement of additional information ("Statement of Additional Information"), as amended from time to time.
II.  Allocation of Expenses.
Pursuant to Rule 18f-3 under the 1940 Act, the Trust shall allocate to each Class of Shares in each Fund (i) any fees and expenses incurred by the Trust in connection with the distribution of such Class of Shares under a distribution plan (and related agreements) adopted for such Class of Shares pursuant to Rule 12b-1 under the 1940 Act, and (ii) any fees and expenses incurred by the Trust under a shareholder servicing plan (and related agreements) in connection with the provision of shareholder services to the holders of such Class of Shares.  In addition, pursuant to Rule 18f-3, the Trust may allocate the following fees and expenses to a particular Class of Shares in a single Fund:
(i) Transfer agency fees identified by the transfer agent as being attributable to such Class of Shares;
(ii) Printing and postage expenses related to preparing and distributing materials such as shareholder reports, notices, prospectuses, reports, and proxies to current shareholders of such Class of Shares or to regulatory agencies with respect to such Class of Shares;
(iii) Blue sky registration or qualification fees incurred by such Class of Shares;
(iv) Securities and Exchange Commission registration fees incurred by such Class of Shares;
(v) The expense of administrative and personnel services (including, but not limited to, those of a portfolio accountant or dividend paying agent charged with calculating net asset values or determining or paying dividends) as required to support the shareholders of such Class of Shares;
(vi) Litigation or other legal expenses relating solely to such Class of Shares;
 

(vii) Fees of the Trustees of the Trust incurred as a result of issues particularly relating to such Class of Shares;
(viii) Independent registered public accountants' fees relating solely to such Class of Shares; and
(ix) Any additional expenses, other than advisory or custodial fees or other expenses relating to the management of a Fund's assets, if such expenses are actually incurred in a different amount with respect to a Class of Shares that are of a different kind or to a different degree than with respect to one or more other Classes of Shares.
The initial determination of the class specific expenses that will be allocated by the Trust to a particular Class of Shares and any subsequent changes thereto will be reviewed by the Board of Trustees of the Trust and approved by a vote of the Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust.
Income, realized and unrealized capital gains and losses, and any expenses of a Fund not allocated to a particular Class of Shares of such Fund pursuant to this Plan shall be allocated to each Class of Shares of the Fund on the basis of the net asset value of that Class of Shares in relation to the net asset value of the Fund.
III.  Dividends.
Dividends paid by the Trust with respect to each Class of Shares of a Fund, to the extent any dividends are paid, will be calculated in the same manner, at the same time and will be in the same amount, except that any fees and expenses that are properly allocated to a particular Class of Shares of the Fund will be borne by that Class of Shares.
IV.  Voting Rights.
Each share (or fraction thereof) of a Fund entitles the shareholder of record to one vote (or fraction thereof).  Each Class of Shares of a Fund will vote separately as a Class of Shares with respect to:  (i) the adoption of, or material amendment to, any Rule 12b-1 distribution plan applicable to that Class of Shares, and (ii) any other matters for which voting on a Class of Shares by Class of Shares basis is required under applicable law or interpretative positions of the staff of the Securities and Exchange Commission.
V.  Class Arrangements.
The following summarizes the front-end sales charges, contingent deferred sales charges, Rule 12b-1 fees, shareholder servicing fees, conversion features, exchange privileges, and other shareholder services applicable to each Class of Shares of each Fund.  Additional details regarding such fees and services are set forth in the applicable Fund's current Prospectus and Statement of Additional Information.
(i)   Institutional Class Shares.
1. Maximum Initial Sales Load (as a percentage of offering price):  None.
2. Maximum Contingent Deferred Sales Charge: None.
3. Rule 12b-1 Distribution/Shareholder Servicing Fees:  None.
4. Conversion Features:  None.
 

5. Redemption Fee:  None.
6. Exchange Privileges:  Shares of this Institutional Class Shares of a Fund may be exchanged for shares of Institutional Class Shares of any other series of the Trust advised by the same investment advisor at net asset value.
7. Other Shareholder Services:  The Trust offers a Systematic Withdrawal Plan and Automatic Investment Plan to holders of Institutional Class Shares of a Fund.
(ii)   Advisor Class Shares.
1. Maximum Initial Sales Load (as a percentage of offering price):  None.
2. Maximum Contingent Deferred Sales Charge: A contingent deferred sales charge is imposed in such amount as is described in the Advisor Class Shares' current Prospectus or supplement thereto, subject to such waivers or reductions as are described in such Prospectus or supplement thereto.
3. Rule 12b-1 Distribution/Shareholder Servicing Fees:  Pursuant to a Distribution Plan adopted under Rule 12b-1, Advisor Class Shares of a Fund may pay distribution and shareholder servicing fees of up to 1.00% (0.25% for service fees and 0.75% for distribution fees) per annum of the average daily net assets of any such Fund attributable to such Advisor Class Shares.
4. Conversion Features:  Advisor Class Shares automatically convert to Institutional Class Shares after seven years.
5. Redemption Fee:  None.
6. Exchange Privileges:  Shares of Advisor Class Shares of a Fund may be exchanged for Advisor Class Shares of any other series of the Trust advised by the same investment advisor at net asset value.
7. Other Shareholder Services:  The Trust offers a Systematic Withdrawal Plan and Automatic Investment Plan to holders of Advisor Class Shares of a Fund.
VI.  Board Review.
The Board of Trustees of the Trust shall review this Plan as frequently as they deem necessary.  Prior to any material amendment(s) to this Plan, the Trust's Board of Trustees, including a majority of the Trustees that are not interested persons of the Trust, shall find that the Plan, as proposed to be amended (including any proposed amendments to the method of allocating Class and/or Fund expenses), is in the best interest of each Class of Shares individually and in each Fund as a whole.  In considering whether to approve any proposed amendment(s) to the Plan, the Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.

Adopted: November 4, 2010
Amended May 29, 2012
Amended August 20, 2015
Amended September 7, 2016

APPENDIX A
FUNDS SCHEDULE
(September 7, 2016)
Cavalier Adaptive Income Fund
Cavalier Dividend Income Fund
Cavalier Dynamic Growth Fund
Cavalier Fundamental Growth Fund
Cavalier Global Opportunities Fund
Cavalier Hedged High Income Fund
Cavalier Multi Strategist Fund
Cavalier Tactical Rotation Fund



ALPHA RISK HEDGED DIVIDEND EQUITY FUND

RULE 18f-3 MULTI-CLASS PLAN
I.  Introduction.
Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended ("1940 Act"), this Rule 18f-3 Multi-Class Plan ("Plan") sets forth the general characteristics of, and conditions under which the Starboard Investment Trust ("Trust") may offer, multiple classes of shares (each a "Class of Shares" and collectively "Classes of Shares") of the following series: Alpha Risk Hedged Dividend Equity Fund (the "Fund").  In addition, the Plan sets forth the shareholder servicing arrangements, distribution arrangements, conversion features, exchange privileges, and other shareholder services of each Class of Shares in such Fund.  The Plan is intended to allow the Fund of the Trust to offer multiple Classes of Shares to the fullest extent and manner permitted by Rule 18f-3 under the 1940 Act, subject to the requirements and conditions imposed by the Rule.  This Plan may be revised or amended from time to time as provided below.
The Fund is authorized, as indicated below in the section "Class Arrangements," to issue the following Classes of Shares representing interests in the Fund: Institutional Class Shares and Advisor Class Shares.  Each Class of Shares will represent interests in the same portfolio of the Fund and, except as described herein, shall have the same rights and obligations as each other Class of Shares of the Fund.  Each Class of Shares shall be subject to such investment minimums and other conditions of eligibility as are set forth in the applicable Fund's prospectus ("Prospectus") or statement of additional information ("Statement of Additional Information"), as amended from time to time.
II.  Allocation of Expenses.
Pursuant to Rule 18f-3 under the 1940 Act, the Trust shall allocate to each Class of Shares in the  Fund (i) any fees and expenses incurred by the Trust in connection with the distribution of such Class of Shares under a distribution plan (and related agreements) adopted for such Class of Shares pursuant to Rule 12b-1 under the 1940 Act, and (ii) any fees and expenses incurred by the Trust under a shareholder servicing plan (and related agreements) in connection with the provision of shareholder services to the holders of such Class of Shares.  In addition, pursuant to Rule 18f-3, the Trust may allocate the following fees and expenses to a particular Class of Shares in a single Fund:
(i) Transfer agency fees identified by the transfer agent as being attributable to such Class of Shares;
(ii) Printing and postage expenses related to preparing and distributing materials such as shareholder reports, notices, prospectuses, reports, and proxies to current shareholders of such Class of Shares or to regulatory agencies with respect to such Class of Shares;
(iii) Blue sky registration or qualification fees incurred by such Class of Shares;
(iv) Securities and Exchange Commission registration fees incurred by such Class of Shares;
(v) The expense of administrative and personnel services (including, but not limited to, those of a portfolio accountant or dividend paying agent charged with calculating net asset values or determining or paying dividends) as required to support the shareholders of such Class of Shares;
(vi) Litigation or other legal expenses relating solely to such Class of Shares;
 

(vii) Fees of the Trustees of the Trust incurred as a result of issues particularly relating to such Class of Shares;
(viii) Independent registered public accountants' fees relating solely to such Class of Shares; and
(ix) Any additional expenses, other than advisory or custodial fees or other expenses relating to the management of a Fund's assets, if such expenses are actually incurred in a different amount with respect to a Class of Shares that are of a different kind or to a different degree than with respect to one or more other Classes of Shares.
The initial determination of the class specific expenses that will be allocated by the Trust to a particular Class of Shares and any subsequent changes thereto will be reviewed by the Board of Trustees of the Trust and approved by a vote of the Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust.
Income, realized and unrealized capital gains and losses, and any expenses of a Fund not allocated to a particular Class of Shares of such Fund pursuant to this Plan shall be allocated to each Class of Shares of the Fund on the basis of the net asset value of that Class of Shares in relation to the net asset value of the Fund.
III.  Dividends.
Dividends paid by the Trust with respect to each Class of Shares of a Fund, to the extent any dividends are paid, will be calculated in the same manner, at the same time and will be in the same amount, except that any fees and expenses that are properly allocated to a particular Class of Shares of the Fund will be borne by that Class of Shares.
IV.  Voting Rights.
Each share (or fraction thereof) of a Fund entitles the shareholder of record to one vote (or fraction thereof).  Each Class of Shares of a Fund will vote separately as a Class of Shares with respect to:  (i) the adoption of, or material amendment to, any Rule 12b-1 distribution plan applicable to that Class of Shares, and (ii) any other matters for which voting on a Class of Shares by Class of Shares basis is required under applicable law or interpretative positions of the staff of the Securities and Exchange Commission.
V.  Class Arrangements.
The following summarizes the front-end sales charges, contingent deferred sales charges, Rule 12b-1 fees, shareholder servicing fees, conversion features, exchange privileges, and other shareholder services applicable to each Class of Shares of the Fund.  Additional details regarding such fees and services are set forth in the applicable Fund's current Prospectus and Statement of Additional Information.
(i)   Institutional Class Shares.
1. Maximum Initial Sales Load (as a percentage of offering price):  None.
2. Maximum Contingent Deferred Sales Charge: None.
3. Rule 12b-1 Distribution/Shareholder Servicing Fees:  None.
4. Conversion Features:  None.
 

5. Redemption Fee:  None.
6. Exchange Privileges:  Shares of this Institutional Class Shares of a Fund may be exchanged for shares of Institutional Class Shares of any other series of the Trust advised by the same investment advisor at net asset value.
7. Other Shareholder Services:  The Trust offers a Systematic Withdrawal Plan and Automatic Investment Plan to holders of Institutional Class Shares of a Fund.
(ii)   Advisor Class Shares.
1. Maximum Initial Sales Load (as a percentage of offering price):  None.
2. Maximum Contingent Deferred Sales Charge: A contingent deferred sales charge is imposed in such amount as is described in the Advisor Class Shares' current Prospectus or supplement thereto, subject to such waivers or reductions as are described in such Prospectus or supplement thereto.
3. Rule 12b-1 Distribution/Shareholder Servicing Fees:  Pursuant to a Distribution Plan adopted under Rule 12b-1, Advisor Class Shares of a Fund may pay distribution and shareholder servicing fees of up to 1.00% (0.25% for service fees and 0.75% for distribution fees) per annum of the average daily net assets of the Fund attributable to such Advisor Class Shares.
4. Conversion Features:  Advisor Class Shares automatically convert to Institutional Class Shares after seven years.
5. Redemption Fee:  None.
6. Exchange Privileges:  Shares of Advisor Class Shares of a Fund may be exchanged for Advisor Class Shares of any other series of the Trust advised by the same investment advisor at net asset value.
7. Other Shareholder Services:  The Trust offers a Systematic Withdrawal Plan and Automatic Investment Plan to holders of Advisor Class Shares of a Fund.
VI.  Board Review.
The Board of Trustees of the Trust shall review this Plan as frequently as they deem necessary.  Prior to any material amendment(s) to this Plan, the Trust's Board of Trustees, including a majority of the Trustees that are not interested persons of the Trust, shall find that the Plan, as proposed to be amended (including any proposed amendments to the method of allocating Class and/or Fund expenses), is in the best interest of each Class of Shares individually and in the Fund as a whole.  In considering whether to approve any proposed amendment(s) to the Plan, the Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.

Adopted: November 4, 2010
Amended May 29, 2012
Amended August 20, 2015
Amended September 7, 2016




 
Investment Advisory Code of Ethics






Carden Capital LLC


101 N. Acacia Avenue

Suite 112

Solana Beach, California 92075 (858) 720-0005







Sean Wright

Chief Compliance Officer
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Table of Contents
 
1.
Introduction
3
2.
Purpose
4
3. Definitions 4
4. General Standards of Conduct 6
  a.  Corporate Conduct  7
  b.  Individual Conduct 7
5. Fiduciary Standard 7
6. Policies 8
  a.  Insider Trading 8
    General Policy 9
    Definitions 9
    Identifying Inside Information 9
    Prohibited Use of Material Nonpublic Information 10
    Contacts with Public Companies 10
     Penalties 10
     Tender Offers 10
  b.  Restricted/Watch Lists 11
  c. IPOs and Limited Offerings 11
  d. Gifts 11
  e.  Political Contributions 11
  f. Personal Securities Transactions 12
    Duplicate Statement Requirements 13
    Holdings Reports 13
    Exceptions to the Requirement to Submit Holdings Reports 14
  g. Outside Employment 15
  h.  Falsification or Altering Records 15
  i. Conflicts of Interest 16
  j. Competition 16
  k. Report of Violations 16
  l. Certification of Compliance with Code of Ethics 16
    Initial Certification 17
    Annual Certification 17
    Acknowledgement of Amendments 17
  m. Reviews 17
7. Record Retention 18
8. Sanctions 18
9. Exceptions to the Code of Ethics 18
10. Acknowledgement of Receipt of Code of Ethics 19

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1.   Introduction
 
Carden Capital LLC ("Carden Capital" or "Firm") maintains a policy of strict compliance with the highest standards of ethical business conduct and the provisions of applicable federal and state securities laws. Throughout this document "you" and "your" refers to Firm employees, and "we," "our," and "us" refers to the Firm.
 
Carden Capital, as a matter of policy and practice has adopted this written Code of Ethics ("Code") covering all Supervised Persons.   The Firm's Code requires high standards of business conduct, compliance with federal securities laws, reporting and recordkeeping of all officers, directors and employee's personal securities holdings, and reviews of their personal securities transactions to ensure adherence to this Code.
 
This Code is based on the principle that the officers, directors, and employees (or persons having similar status or function) of Carden Capital have a fiduciary duty to place the interests of the clients ahead of their own interests. When the potential for conflict arises, it is our obligation to put the client's interests over the interests of either employees or the firm.
 
The  following  principles  are  general  statements  expressing  the  ethical  and  professional  ideals  our officers, directors and employees are expected to display in their professional activities:
 
Principle 1 – Integrity
 
 
 
Provide professional services with a high level of personal and professional integrity.   This demands honesty and candor which must not be subordinated to personal gain or advantage. Advisors are placed in positions of trust by their clients, and the ultimate source of that trust is the advisor's personal integrity.
   
Principle 2 – Objectivity
   
  Provide professional services objectively.  This requires intellectual honesty and impartiality. Regardless of the particular service rendered or the capacity in which the firm functions, we should protect the integrity of our work, maintain objectivity and avoid subordination of our judgment.
   
Principle 3 – Competence
   
  Maintain the knowledge and skills necessary to provide professional services competently. Competence   requires   continuing   education   in   order   to   grow   and   acquire   knowledge. Competence includes the wisdom to recognize the limitations of that knowledge.  Competence also includes recognizing when consultation with other professionals is appropriate, or when referral to other professionals is necessary. 
   
  Principle 4 – Fairness
   
  Be  fair  and  reasonable  in  all  professional  relationships,  and  disclose  material  conflicts  of interest.   This requires impartiality, intellectual honesty and a subordination of one's own feelings, prejudices and desires in order to achieve a proper balance of conflicting interests. Being fair requires putting the client first.
 
 
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Principle 5 – Confidentiality
 
 
 
Protect the confidentiality of all client information.   We must ensure that information is accessible only to those authorized to have access.  This promotes a trusting relationship with clients.
   
Principle 6 – Professionalism
   
  Act in a manner that demonstrates exemplary professional conduct.   This requires behaving with  dignity  and  courtesy  to  clients,  fellow  professionals,  and  others  in  business-related activities.
   
Principle 7 – Diligence
   
  Provide professional services diligently, in a reasonably prompt and thorough manner, including the proper planning and supervision of the services.

This Code of Ethics is a living document that exists to ensure that the interests of our clients are continually protected. We review the Code annually and update it to keep current with changes in the firm and industry.
 
2.  Purpose
 
The policies and procedures set forth in this Code are intended to articulate Carden Capital's policies, to educate its employees about the issues and the policies, to establish procedures for complying with those policies, to monitor compliance with such policies and procedures, and to ensure, to the extent possible, that Carden Capital satisfies its obligations in this area.
 
This Code establishes rules of conduct for all employees of the Firm and is designed to govern the activities of the Firm's employees.  The Firm's reputation for fair and honest dealing with its clients has taken considerable time to build.  This reputation could be seriously damaged as the result of even a single securities transaction being considered questionable, in light of the fiduciary duty owed to our clients.   This Code is designed to ensure that the high ethical standards long maintained by Carden Capital continue to be applied.
 
While this Code does not address every possible situation that may arise, each employee is responsible for exercising good judgment, applying ethical principles, and bringing potential violations of the Code to the attention of the Chief Compliance Officer ("CCO").  In those situations where an employee may be uncertain as to the intent or purpose of this Code, he/she is advised to consult with the CCO.  Only the CCO may grant exceptions to certain provisions contained in the Code, in those situations where it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised.  To this end, employees shall read and understand this Code and uphold the standards in the Code in their day-to-day activities at the Firm.
 
3.  Definitions
 
The following are definitions of words and phrases used in this document to help officers, directors, and employees better understand their obligations in regards to this Code of Ethics.
 
Access Persons are all officers, directors, and employees of Carden Capital, who (i) have access to nonpublic  personal  information  regarding  the  clients'  purchases  or  sales  of  securities,  (ii)  are involved in making securities recommendations to clients, (iii) have access to nonpublic recommendations or portfolio holdings of clients, or (iv) all of the Firm's officers, directors, and employees.   Any personnel who regularly communicate with clients for the purpose of servicing their accounts may also be deemed to be Access Persons.
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Account means the accounts of any employee such as trusts and custodial accounts, or other accounts in which the employee has a beneficial interest or exercises investment discretion. It also includes accounts of the employee's immediate family members (any relative by blood or marriage living in the employee's household), and any account in which he or she has a direct or indirect beneficial interest.
 
Beneficial Ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities.  Beneficial Ownership is defined broadly.  Some examples of Beneficial Ownership include:
 
Securities held in a person's own name, or that are held for the person's benefit in nominee, custodial, or "street name" accounts
Securities owned by a member of the Access Person's Family/Household
 
Securities owned by or for a partnership, in which the person is a general partner (whether the ownership is under the name of that partner, another partner, the partnership, or through a nominee, custodial, or "street name" account)
Securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company, or other manager
 
Securities in a person's individual retirement account
Securities in a person's account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account
 
Securities owned by a trust of which the person is either a trustee or a beneficiary
Securities owned by a corporation, partnership, or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity, or through a nominee, custodial, or "street name" account)
  Securities that are traded on behalf of an investment club of which an Access Person is a club member or in which a member of their Family/Household is a member.
 
Officers,  directors,  and  employees  should  ask  the  Chief  Compliance  Officer  if  they  have  any questions or doubts at all about whether they or a member of their Family/Household would be considered to have Beneficial Ownership of securities.
Chief Compliance Officer means the chief compliance officer of Carden Capital.
Client means any person or entity for which the Firm serves as an investment advisor, and renders investment advice or makes investment decisions.
Family/Household is:
A spouse or live-in partner who shares the Access Person's household and combines his or her financial resources in a manner similar to that of married persons (unless he or she does not live in the same household as the Access Person and the Access Person does not contribute in any way to his or her support)
Children under the age of 18
 
 
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Children who are 18 or older (if they live in the same household as the Access Person, or the Access Person contributes in any way to their support)
Any of these people who live in the Access Person's household: stepchildren, grandchildren, parents,  stepparents,  grandparents,  brothers,  sisters,  parents-in-law,  sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships
Any individual for whom the Access Person exercises investment control.
 
Reportable Security consists of any security as defined under Section 2(a)(18) of the Advisers Act, with certain exceptions as outlined below.  Reportable Securities include most kinds of investment instruments, including things that may not ordinarily be thought of as "securities", such as:
Options on securities and currencies
Investments in foreign unit trusts
Closed-end funds
Foreign mutual funds
Investments in all kinds of limited partnerships private investment funds, hedge funds, and investment clubs.
 
Reportable Securities do not include:
 
Direct obligations of the U.S. Government
Money  market  instruments  such  as  bankers'  acceptances,  bank  certificates  of  deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments
Shares of mutual funds so long as not distributed or advised by the Firm or any affiliated firm;
Other types of mutual funds
Unit Investment Trusts investing exclusively in one or more mutual funds.
 
Supervised Persons are directors, officers and employees of Carden Capital (or other persons occupying a similar status or performing similar functions); and any other person who provides advice on behalf of the Firm and is subject to the Firm's supervision and control.
 
4.  General Standards of Conduct
 
This Code is intended to comply with the various federal and state regulations and also requires that all Supervised Persons comply with the various applicable provisions of the applicable rules and regulations adopted by the SEC and/or state.
 
We  believe  the  establishment  and  enforcement  of  these  policies  and  procedures  are  reasonably designed to prevent the misuse of material, nonpublic information by investment advisers.  The Code also contains policies and procedures with respect to personal securities transactions of all the Firm's Supervised and Access Persons. These procedures cover transactions of Reportable Securities in which a Supervised or Access Person has a beneficial interest or accounts over which the Supervised or Access Person exercises control, as well as transactions by members of the Supervised or Access Person's immediate family.
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It is unlawful for the Firm or its officers, directors, or employees to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in fraudulent, deceptive or manipulative practices.
 
a.  Corporate Conduct
 
The following general standards guide the Adviser's corporate conduct
 
The Adviser will act in accordance with applicable laws and regulations
The Adviser will provide products and services designed to help clients achieve their financial goals
The  Adviser  will  provide  employment  opportunities  without  regard  to  race,  color,  sex, pregnancy, religion, age, national origin, ancestry, citizenship , disability, medical condition, marital status, sexual orientation, veteran status, political affiliation, or any other characteristic protected by federal or state law
The Adviser will support the communities in which the Firm operates.
 
 
b.  Individual Conduct
 
The following general principles guide the individual conduct of each employee of the Firm:
 
The employee will put the client's interest first, ahead of their own interests
The employee will not take any action that will violate any applicable laws or regulations
The employee will adhere to the highest standards of ethical conduct
The employee will maintain the confidentiality of all information obtained during the course of employment with the Firm
The employee will bring any issues they reasonably believe place any client or the Firm at risk to the attention of the CCO
The employee will not abuse or misappropriate the Firm's assets or use them for personal gain
The employee will not engage in any activities that create a conflict of interest between the individual and the Firm or any client
The employee will deal fairly with clients, colleagues, and others
The employee will disclose all brokerage accounts to the CCO within 10 days of employment and before their investment adviser registration has been approved
The employee will provide, initial, annual and quarterly personal securities reports
The  employee  will  get  prior  approval  before  participating  in  IPOs  or  Private  Placements transactions
The employee will comply with this Code of Ethics.

5.  Fiduciary Standard
 
This Code is based on the overriding principle that Carden Capital is a fiduciary to our clients and must act in the best interests of the clients at all times.  The Firm and its officers, directors, and 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
 
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The duty to obtain the best execution for a client's transactions, where the Firm is in a position to direct brokerage transactions for the client
The  duty  to  ensure  that  investment  advice  is  suitable  to  meeting  the  client's  individual objectives, needs and circumstances
A duty to be loyal to clients.
In meeting our fiduciary responsibilities to our clients, we expect everyone to demonstrate the highest standards of ethical conduct for continued employment.  All personnel must conduct themselves at all times in accordance with Federal Securities Laws and the following mandates:
Clients' interests take priority.  In the course of performing their duties and responsibilities all personnel must at all times place the interests of clients ahead of their own personal interests.
Conflicts of interest or the appearance of conflicts of interest must be avoided.  Personnel must not take advantage of the trust that clients have placed in them.  Everyone must avoid any situation that might present a conflict or the perception of a conflict.  Everyone must avoid situations that might be perceived as an impropriety or a compromise to the employee's fulfillment of his/her duties and responsibilities.
The officers, directors, and employees of Carden Capital may not:
E mploy any device, scheme or artifice to defraud a client
Make to a client any untrue statements of a material fact or omit to state to a client a material fact, in light of the circumstances under which they are made
Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a client
Engage in any manipulative practice with respect to a client
Use their positions, or any investment opportunities presented by virtue of their positions, to personal advantage or to the detriment of a client
Conduct personal trading activities in contravention of this Code or applicable legal principles or in such a manner as may be inconsistent with the duties owed to clients as a fiduciary.
 
These general standards are meant as overriding guidelines to be adhered to in all current and emerging situations and are not limited to the detailed behavior specifically discussed in this Code.

6.  Policies
 
These policies will be interpreted and applied by the Chief Compliance Officer in a manner considered fair and equitable in all cases with the view of placing the clients' interests paramount.  Exceptions and amendments may be made by the Chief Compliance Officer, as necessary.  Technical compliance with the procedures, prohibitions, and limitations of this Code will not automatically insulate Access or Supervised Persons from scrutiny of, and sanctions for, actions and securities transactions that indicate an abuse of the Firm's duty to the clients. Carden Capital expects all Access and Supervised Persons to comply with the spirit of the Code, as well as the specific rules contained in the Code.

a.  Insider Trading
 
Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose Supervised Persons and Carden Capital to stringent penalties.
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The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, issue an order permanently barring the perpetrator from the securities  industry  and  refer  the  perpetrator  for  criminal  prosecution  which  would  involve  a  jail sentence.  Finally, Supervised Persons and the Firm may be sued by clients seeking to recover damages for  insider  trading  violations.    The  rules  contained  in  this  Code  apply  to  securities  trading  and information handling by officers, directors, and employees of the Firm and their immediate family members.
 
The  law  regarding  insider  trading  is  continuously  developing.    An  individual  legitimately  may  be uncertain about the application of the rules contained in this Code in a particular circumstance.  Often, a single question can avoid disciplinary action or complex legal problems.  All officers, directors, and employees must notify the CCO immediately if they have any reason to believe that a violation of this Code has occurred or is about to occur.
 
General Policy
 
No officer, director, or employee may trade, either personally or on behalf of others (such as investment funds and private accounts managed by Carden Capital, while in the possession of material, nonpublic inside  information.    No  officers,  directors,  or  employees  of  the  Firm  may  communicate  material nonpublic information to others in violation of the law.
 
Definitions
 
The following are definitions of words and phrases used in this document to explain our insider trading policies and procedures.
 
Covered  Security   is  any  security  except  bankers'  acceptances,  bank  certificates  of  deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.
Insider  Trading   is  the  use  of  material  nonpublic  information  to  trade  in  securities  or  the communication of material nonpublic information to others.
Material Information is information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities.
Nonpublic  Information   is  information  that  has  not  been  effectively  communicated  to  the marketplace.  One must be able to point to some fact to show that the information is generally public.
 
Identifying Inside Information
 
Before executing any trade, including any security for investment funds or private accounts managed by Carden Capital, all officers, directors, and employees must determine whether they have access to material, nonpublic information.   If any individual thinks that they might have access to material, nonpublic information, they should take the following steps:
 
Report the information and proposed trade immediately to the CCO before taking any action.  This degree of caution will protect you, our investors, and the firm.
Do not purchase or sell the securities on behalf of themselves or others, including investment funds or private accounts managed by the Firm
 
 
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Do not communicate the information inside or outside the Firm, other than to the CCO
After the CCO has reviewed the issue, the Firm will determine whether the information is material and nonpublic and, if so, what action the Firm will take.

Prohibited Use of Material Nonpublic Information
 
Access and Supervised Persons may not trade securities, either personally or on behalf of others, based on material nonpublic information.
 
Access and Supervised Persons may not communicate material nonpublic information about the purchases and sales of securities of clients except as necessary to perform their duties for the Firm, provided that Access and Supervised Persons will not share material nonpublic information with anyone that does not require such information to perform their duties on behalf of the Firm.
 
Contacts with Public Companies
 
The Firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information.  Difficult legal issues arise, however, when, in the course of these contacts, officers, directors, and employees of Carden Capital or other persons subject to this Code become aware of material, nonpublic information.  This could happen, for example, if a company's Chief Financial Officer prematurely discloses quarterly results to an officer, director, or if an employee makes selective disclosure of adverse news to a handful of clients.   In such situations, the Firm must make a judgment regarding further conduct.  All officers, directors, and employees of the Firm should contact  the  CCO  immediately  if  they  believe  that  they  may  have  received  material,  nonpublic information.
 
Penalties
 
Penalties  for  trading  on  or  communicating  insider  information  can  be  severe,  both  for  individuals involved in such unlawful conduct and their employers.  A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:
 
Civil injunctions
Treble damages
Disgorgement of profits
Being barred from the securities industry in any capacity
Jail sentences and fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited
Fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.
 
In addition, any violation of the Code can be expected to result in serious sanctions, including dismissal of the persons involved.
 
Tender Offers
 
Tender offers represent a particular concern in the law of insider trading for two reasons:
 
First, tender offer activity often produces extraordinary gyrations in the price of the target company's securities.   Trading during this time period is more likely to attract regulatory attention (and such trading produces a disproportionate percentage of insider trading cases).
 

 
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Second, the SEC has adopted a rule which expressly forbids trading and "tipping" while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either.
 
Supervised  and  Access  Persons  of  Carden  Capital  and  others  subject  to  this  Code  should  exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.
 
Training
 
Carden Capital will design an appropriate educational program and provide educational materials to familiarize officers, directors, employees and advisory representatives with the policy and procedures contained  within.    Carden  Capital  will  hold  annual  meetings  to  reinforce  and  retrain  all  officers, directors, employees and advisory representatives of the firm regarding this Code.

b.   Restricted/Watch Lists
 
Although Carden Capital does not typically receive confidential information from portfolio companies, if the Firm does receive such information, the Firm may take appropriate action to establish restricted or watch lists in certain securities.
 
c.   IPOs and Limited Offerings Test Annual Filings Policies and Procedures
 
Access and Supervised Persons are prohibited from participating in IPOs and Limited Offerings unless they obtain preclearance from the CCO and, if approved, will be subject to continuous monitoring for possible future conflicts.
 
d.   Gifts
 
Giving, receiving or soliciting gifts in a business setting may create an appearance of impropriety or may raise a potential conflict of interest.  We have adopted the policies set forth below to guide Supervised Persons in this area.
 
Access and Supervised Persons should not accept or provide any gifts or favors that might influence the decisions you or the recipient must make in business transactions involving the Firm, or that others might reasonably believe would influence those decisions
Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis.  Entertainment that conforms to generally accepted business practices also is permissible and does not need to be logged. Gifts over $500 must be pre- approved by the CCO
Access  or  Supervised  Persons  are  prohibited  from  soliciting  gifts  of  any  size  under  any circumstances
 
All gifts given and received must be logged and made available to the CCO when requested.
 
e.  Political Contributions
 
Firm funds or gifts may not be furnished, directly or indirectly to a government official, government employee or politician for the purpose of obtaining or maintaining business on behalf of the Firm.  Such conduct is illegal and may violate federal and state criminal laws.  Assistance or entertainment provided to any government office should never, in form or substance, compromise the Firm's arms-length business relationship with the government agency or official involved. All political contributions must be approved in advance, in writing, by the CCO.     Carden Capital prohibits all officers, directors, and employees from:
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Providing advisory services for compensation to a government entity for two years after the Firm or its officers, directors, and employees, makes a contribution to certain elected officials or candidates who are in a position to influence the selection of the Adviser
Providing  or  agreeing  to  provide,  directly  or  indirectly,  payment  to  any  third  party  (i.e.,  a placement agent) for solicitation of advisory business from any government entity on behalf of the Firm, unless the third party is an SEC-registered investment adviser or an SEC-registered broker-dealer, in each case, subject to similar pay to play restrictions
Coordinating or soliciting from others (a practice known as "bundling") campaign contributions to certain elected officials who are in a position to influence the selection of the Adviser or payments  to  certain  political  parties  in  the  state  or  locality  where  the  Firm  is  seeking government business.
 
 
Carden Capital allows for the following:
 
De minimis contributions by an individual covered officers, directors, and employees up to $350, per election, to any one official for whom the individual is entitled to vote and up to $150, per election, to any one official for whom the individual is not entitled to vote (all contributions must be reported to the CCO and logged)
Returned  contributions  that  result  in  an  inadvertent  trigger  of  the  ban,  where  the  initial contribution was made by an officers, directors, and employees who was not entitled to vote for the recipient of the contribution and which does not exceed $350 to any one official per election and  where  the  Firm  discovers  the  contribution  within  four  months  of  the  date  of  the contribution and causes it to be returned within 60 days after learning of the triggering contribution. The Firm allows this no more than two or three times per 12-month period and no more than once per officer, director, or employee, regardless of the time period.
 
 
This Code does not apply to or restrict the ability of any officer, director, or employee of the Firm to participate voluntarily in political activities on their own personal time and does not apply to candidates for Federal office.
 
f.   Personal Securities Transactions
 
The Personal Securities Transactions Policy applies to all officers, directors, and employees and covers any personal accounts held by those officers, directors, and employees, their immediate family, any other adult members of their household, and any trust for which they are trustee or beneficiary.  Such officer, director, or employee accounts are required to be operated consistently with the Firm's fiduciary duty.
 
Our officers, directors, and employees are required to disclose any securities accounts to us and to either provide or arrange for their brokerage firm to provide duplicate account statements and confirms necessary to allow us to keep the records required by the Advisers Act and rules.  This is done to guard against any potential conflicts of interest with our clients.  The CCO will maintain personal trading and transaction records.
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Duplicate Statement Requirements
 
Each Access and Supervised Person must arrange for their brokerage firm(s) to send automatic duplicate statements of every Reportable Securities Transaction in which they had any direct or indirect beneficial interest to be sent to Carden Capital directly from the financial institution.  In addition, each Access and Supervised  Person  shall  provide  the  statements  to  the  Firm  with  the  initial,  quarterly  and  annual Personal Securities Transaction Reports ("Holdings Reports"), which must contain the info described below.
 
Holdings Reports
 
Initial Holdings Report: Each Access and Supervised Person must submit to the CCO an Initial Holdings Report no later than 10 days after he or she becomes an Access and/or Supervised Person. The information included in the Initial Holdings Report must reflect their current holdings as of a date not more than 45 days prior to the individual becoming an Access and/or Supervised Person.
Annual Holdings Reports: Each Access and Supervised Person must submit to the CCO an Annual Holdings Reports.  Annual reports are due no later than January 30th of each year.  The information submitted must be current as of a date no more than forty-five (45) days before the annual report is submitted.  Each Initial Holdings Report and Annual Holdings Report must include the following information:
 
 
 
 
Title and type of each security, and as applicable the exchange ticker symbol or CUSIP number in which the Access or Supervised Person has any direct or indirect Beneficial Ownership
 
Number of shares and principal amount of each security in which Access or Supervised Person has any direct or indirect Beneficial Ownership
 
Name of any financial institution with whom the Access or Supervised Person maintains an account in which any securities are held for the direct or indirect benefit of the Access or Supervised Person
 
Date the Holdings Report is submitted.
 
If an Access or Supervised Person is not required to report any information on an Initial Holdings Report or an Annual Holdings Report, the Access Person must still submit a written and signed statement to that effect to the CCO by the date on which the applicable Holdings Report is due.
 
Quarterly Transaction Reports: Every Access and Supervised Person must, no later than thirty (30) days after the end of each calendar quarter, file a quarterly transaction report containing the following information:
   
  The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each covered security
  The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition)
  The price of the Reportable Security at which the transaction was effected
 
 
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  The name of the broker, dealer or bank with or through whom the transaction was effected
  The date the report is submitted by the Supervised Person.
 
Since each Holdings Report must also include information about securities in which an Access or Supervised  Person  has  Beneficial  Ownership,  it  must  also  include  information  about  Reportable Securities held by any of the following persons or entities and information about accounts maintained by any of the following persons or entities:
 
Securities held in a person's own name, or that are held for the person's benefit in nominee, custodial, or "street name" accounts
Securities owned by a member of the Access or Supervised Person's Family/Household
Securities owned by or for a partnership, in which the Access or Supervised Person is a general partner (whether the ownership is under the name of that partner, another partner, the partnership, or through a nominee, custodial, or "street name" account)
Securities  that  are  being  managed  for  an  Access  or  Supervised  Person's  benefit  on  a discretionary basis by an investment adviser, broker, bank, trust company, or other manager
Securities in an Access or Supervised Person's individual retirement account
Securities in an Access or Supervised Person's account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account
Securities owned by a trust of which the Access or Supervised Person is either a trustee or a beneficiary
Securities owned by a corporation, partnership, or other entity that the Access or Supervised Person controls (whether the ownership is under the name of that person, under the name of the entity, or through a nominee, custodial, or "street name" account)
Securities that are traded on behalf of an investment club of which an Access or Supervised Person is a club member or in which a member of their Family/Household is a member
 
Exceptions to the Requirement to Submit Holdings Reports
 
An Access or Supervised Person does not have to include in his or her Holding Reports information about accounts other than those that hold Reportable Securities or accounts over which the Access or Supervised Person has no direct or indirect influence or control  The following securities do not need to be included in the  Holidng's Report:
 
Direct obligations of the U.S. Government
Money  market  instruments  such  as  bankers'  acceptances,  bank  certificates  of  deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments
Shares of money market mutual funds
Other types of mutual funds
Unit Investment Trusts investing exclusively in one or more mutual funds.
 
If the CCO determines that an Access or Supervised Person has committed a violation of the Code, Carden Capital will follow the disciplinary process per the Supervisory Policies and Procedures.
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Exceptions to the Code will rarely, if ever, be granted.  However, the CCO may grant an occasional exception on a case-by-case basis when the proposed conduct involves negligible opportunities for abuse.  All exceptions shall be solicited and issued in writing.  No exception reports shall be required under this Code for transactions effected pursuant to an automatic investment plan, or securities held in accounts over which the Access or Supervised Person has no direct control.
 
g.  Outside Employment
 
Any employment or other outside activity by an officer, director, or employee may result in possible conflicts of interests for them or for the Firm and therefore should be reviewed and approved by the CCO.  Outside activities, which must be reviewed and approved, include the following:
 
Being employed or compensated by any other entity
Engaging in any other business including part-time, evening or weekend employment
Serving as an officer, director, partner, employee, etc., in any other entity, including charities
Ownership interest in any non-publicly traded company or other private investments
Any public speaking or writing activities.
 
Written approval for any of the above activities is to be obtained by an officer, director, or employee before undertaking any such activity so that a determination may be made that the activities do not interfere with any of the individual's responsibilities at the Firm, and any conflicts of interests in such activities may be addressed.  An individual seeking approval shall provide the following information to the CCO:
 
The name and address of the outside business organization
A description of the business of the organization
Compensation, if any, to be received
A description of the activities to be performed
The amount of time per month that will be spent on the outside activity.
 
Records of requests for approval along with the reasons such requests were granted or denied are maintained in a log by the CCO.
 
h.  Falsification or Altering Records
 
Prohibited conduct includes: falsifying or altering records or reports, preparing records or reports that do not accurately or adequately reflect the underlying transactions or activities, or knowingly approving such conduct. Examples of prohibited financial or accounting practices include:
 
Making false or inaccurate entries or statements in any Firm or client books, records, or reports that intentionally hide or misrepresent the true nature of a transaction or activity
Manipulating books, records, or reports for personal gain
Failing to maintain books and records that completely, accurately, and timely reflect all business transactions
Maintaining any undisclosed or unrecorded Firm or client funds or assets
 
 
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Using  funds  for  a  purpose  other  than  the  described  purpose;  and  making  a  payment  or approving a receipt with the understanding that the funds will be, or have been, used for a purpose other than what is described in the record of the transaction.
i.   Conflicts of Interest
Access and Supervised Persons should disclose any personal interest that might present a conflict of interest or harm the reputation of the Firm.  It is a violation of an officer, director, or employee's duty of loyalty to the Carden Capital (without the prior written consent of the CCO):
 
To rebate, directly or indirectly, to any person, firm or corporation any part of the compensation received from them or the firm
To accept, directly or indirectly, from any person, firm, corporation or association, other than the Firm, compensation of any nature as a bonus, commission, fee, gratuity or other consideration in connection with any transaction on behalf of the Firm or a client account
To serve on the board of directors of any publicly traded company.
 
All conflicts of interest should be reported to the CCO who will determine if they are acceptable and what steps to take to mitigate any risk to the clients.  The CCO will keep a log of all conflicts of interest for the Adviser and its employees.
 
j.   Competition
 
Carden Capital seeks to outperform its competition fairly and honestly.  The Firm seeks competitive advantages through superior performance, not through unethical or illegal business practices.  Stealing proprietary information, possessing trade secret information obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited.  All officers, directors, or employees of the Firm should endeavor to respect the rights of and deal fairly with the clients, vendors, suppliers, and competitors.  No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice.  The Firm's officer, director, or employees should not falsely disparage or make unfair negative comments about its competitors or their products and services. Negative public statements concerning the conduct or performance of any former officer, director, or employee of the Firm should also be avoided.
 
k.  Report of Violations
 
Carden Capital requires all officers, directors, or employees to promptly disclose concerns of suspected wrongdoing and violations of this Code directly to the CCO.  Wrongdoing includes but is not limited to: violation  of  the  Federal  Securities  Laws,  misuse  of  corporate  assets,  and  misuse  of  nonpublic information.  The CCO will determine the appropriate actions to take for the violation and will log all violations and the disciplinary action taken.
 
l.   Certification of Compliance with Code of Ethics
 
The CCO requires that each Access or Supervised Person review and sign a statement that he or she has read and understands the policies and procedures contained within this Code.  These statements will be retained in the applicable file.
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Initial Certification
 
All Access or Supervised Persons associated with Carden Capital must acknowledge in writing that they have received the Code of Ethics and have read and understand its contents.
 
Annual Certification
 
Each Access or Supervised Person must certify annually in writing that all information required to be reported by the Access or Supervised Person in a Holdings Report or a Quarterly Transaction Report has been reported to the CCO. Each Access or Supervised Person will certify that:
 
They  have  fully  disclosed all  securities  holdings  in which they  have, or  a member of  their household has, a beneficial interest
They have not purchased any IPOs or Limited Offerings or they have obtained pre-clearance for any securities transactions, in which they have, or a member of their household has, a beneficial interest except for transactions exempt from pre-clearance or for which they have received an exception in writing from the CCO
They  have  reported  all  securities  transactions,  in  which  they  have,  or  a  member  of  their household has, a beneficial interest except for exempt transactions or transactions for which they have received an exception in writing from the CCO
They have complied with the Code of Ethics in all other respects.
 
Acknowledgement of Amendments
 
All Access or Supervised Persons shall receive any amendments to the Code and must certify to the CCO in writing that they have:
 
Received a copy of the amendment
Read and understood the amendment
Agreed to abide by the Code as amended.
 
m. Reviews
 
The CCO will monitor and review all reports required under the Code for compliance with policies regarding personal securities transactions and holdings and applicable SEC rules and regulations.  The CCO may also initiate inquiries of Access and Supervised Persons regarding personal securities trading.
 
Access and Supervised Persons are required to cooperate with such inquiries and any monitoring or review procedures employed.  Any transactions for the accounts of the CCO will be reviewed and approved by the CCO.  The CCO shall at least annually identify all Access and Supervised Persons who are required to file reports pursuant to the Code and will inform such persons of their reporting obligations.
 
The CCO will annually review, update as necessary, and distribute the current Code of Ethics to all Access or Supervised Persons.  All Access or Supervised Persons shall sign a certificate promptly upon becoming employed or otherwise associated with Carden Capital that evidences his or her receipt of this Code of Ethics and submit to the Firm a complete report of their securities holdings.  All Access or Supervised Persons shall hold all personal brokerage accounts at an approved firm and submit to the CCO, no later than 30 days after the close of each quarter, in the form proscribed by the Firm for this purpose, a list of all personal transactions in Reportable Securities.  Annually, all Access or Supervised Persons will be required to certify compliance with the Firm's Code of Ethics.
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The CCO shall periodically review the Firm's Form ADV Part 2 and appropriately amend the summary of the Firm's Code of Ethics as needed.  The CCO is also responsible for receiving and responding to any client or prospective client requests for the Firm's Code of Ethics and maintaining required records.
 
7.  Record Retention
 
Carden Capital will maintain all records, including copies of the Code of Ethics, records of violations and sanctions, if applicable, holdings and transactions reports, copies of personnel certifications, list of all Access or Supervised Persons within the last 5 years, and copies of the annual reports.
 
The CCO shall maintain, in a readily accessible place, the following records:
 
A copy of any Code of Ethics adopted by the Firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years
A record of any violation of the Firm's Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred
A record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, an Access or Supervised Person which shall be retained for five years after the individual ceases to be an Access or Supervised Person
A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports
A list of all persons who are, or within the preceding five years have been Access or Supervised Persons
A  record  of  any  decision  and  reasons  supporting  such  decision  to  approve  an  Access  or Supervised Persons' acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted.
 
8.  Sanctions
 
In the event of a violation of the Code of Ethics, the CCO will conduct a review and impose such sanctions as deemed necessary and appropriate.  Sanctions range from a letter of censure, suspension of employment without pay, referral to the appropriate regulatory agency, or permanent termination of employment. A log of all sanctions will be maintained by the CCO for five (5) years.
 
9.  Exceptions to the Code of Ethics
 
The CCO may grant exceptions to certain substantive restrictions in appropriate circumstances (e.g., personal hardship) and will maintain records to justify such exceptions.  All exceptions will be logged by the CCO and maintained for five (5) years.
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10.   Acknowledgement of Receipt of Code of Ethics
 
All Access and Supervised Persons must read this Code of Ethics and retain a copy for their records.  Any questions  should be directed to the  CCO .
 
By my signature  below, I acknowledge that  I have received, read and understand the Advisory  Code of Ethics of Carden Capital:


Signed:   /s/ Gavan Duemke 
Printed Name:  Gavan Duemke
 
Title:  Managing Partner
 
Date:  December 15, 2015
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10.   Acknowledgement of Receipt of Code of Ethics
 
All Access and Supervised Persons must read this Code of Ethics and retain a copy for their records.  Any questions  should be directed to the  CCO .
 
By my signature  below, I acknowledge that  I have received, read and understand the Advisory  Code of Ethics of Carden Capital:


Signed:   /s/ Sean Wright  
 
Printed Name:  Sean Wright
 
Title:  Managing Partner
 
Date:  December 15, 2015
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10.   Acknowledgement of Receipt of Code of Ethics
 
All Access and Supervised Persons must read this Code of Ethics and retain a copy for their records.  Any questions  should be directed to the  CCO .
 
By my signature  below, I acknowledge that  I have received, read and understand the Advisory  Code of Ethics of Carden Capital:


Signed:   /s/ Jeffrey Coons  
 
Printed Name:  Jeffrey Coons
 
Title:  Equity Analyst
 
Date:  December 15, 2015

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EFFICIENT MARKET ADVISORS, LLC
CODE OF ETHICS AND INSIDER TRADING POLICY
Under the Insider Trading and Securities Fraud Enforcement Act of 1988 and Section 204A of the Investment Advisers Act of 1940 (Advisors Act), Efficient Market Advisors, LLC (EMA) has established an Insider Trading and Code of Ethics Policy.
1.
Policy
No access person (defined below) , including investment advisors, may knowingly:
 
Trade on the basis of material , non-public information;
Tip material, non-public information to others who trade based   upon   such information ;
Recommend  the  purchase  or  sale  of  securities  based  on  material,  non-public information;
Provide  assistance  to  a  person  trading  on  the  basis  of material, non-public information;
Trade in securities of an issuer involved in a tender offer while in possession of material, non-public information; or
Misappropriate material, non-public information in a manner that breaches a fiduciary duty owed to someone.
 
2.
Key Terms:
Access Person(s). Any employee who ha s access to nonpublic information regarding any client purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.
Material.   Information  about  an  issuer  of  securities  is  "material"  if  there  is  a  substant ial likelihood  that  a reasonable investor  would consider  it important  in making  an  investment decision or if it could reasonably be expected to affect significantly the price of the issuer's securities.
Non -Publi c.   Information  about  an i ssuer  of  secunt1es  is  "non-public"  if  it  has  not  been disseminated in a manner making it readily available to investors. For example, information about the company's confidential plan to take over another company would not be public. If the same information was in a press release or reported in a newspaper, it would be public information.


Tipping.  A  person "tips"  material, non-public information to  another  when he  or  she  provides such  information  to  the  other  person  and  that  person  trades  in  securities  based  upon  that information. Both the "tipper" and " tippee" would be equally liable for committing insider trading (assuming that the tippee had knowledge that the information was non-public).
Misappropriation .    The SEC and courts have found persons who have certain fiduciary relationships with an issuer of securities to have engaged in insider trading when they misappropriate the information. Examples of such fiduciaries are accountants, attorneys, and investment bankers that provide services to the issuer. The fiduciary would be misappropriating the information if he or she were to trade in securities based upon material, non-public information obtained through its relationship with the issuer, or if they were to provide such information to others (i . e., tipping) .
Security.  A security, for purposes of this Policy, does not include securities held in accounts over which the access person had no direct or indirect influence or control (i . e . , mutual funds) , and transactions effected pursuant to an automatic investment plan .
Tender Offer.   tender  offer  is  a  formal  offer   by  one   corporation  to  take  over  another corporation . The acquiring company makes a filing with the SEC regarding the tender offer. The SEC has adopted a rule that prohibits any person from trading in securities of the companies involved in the tender offer while in possession of material , non-public information about either company .
3.
Procedures
General Personal Security Transaction Policy
Employees may not purchase or sell any security in which the employee has a beneficial ownership unless the transaction occurs in an exempted security or the employee has complied with the pre-authorization policy set forth below.
Pre-Authorization for Personal Trades
E mployees must have written clearance for all personal securities transactions before completing the transactions. EMA reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct.
Generally, employees must complete EMA's Personal Trade Pre-Authorization Form, attached as Exhibit A. All pre-authorization requests must be submitted to EMA ' s Chief Compliance Officer (CCO).   Once pre-clearance is granted to an employee, such employee may only transact in that security for the remainder of the day. If the employee wishes to transact in the same security on the following or any other day, they must again obtain pre-clearance from the CCO Unless otherwise noted, no pre-authorization is required for transactions taking place in the exempted securities noted below .


Reporting
Initial Holdings Report. Every EMA  access person must  report  to the CCO, no later than  10 days  after  that person becomes  an access  person, the  information  required  by EMA's  Initial Holdings Report (attached as Exhibit B), which includes:
a.
The title, number of shares and principal amount of each Covered Security in which the access person had any direct or indirect Beneficial Ownership when the person became an access person;
b.
The name of any broker , dealer or bank with whom the access person  maintained  an account, including  securities, held for the direct or indirect benefit of the access person as of the date the person became an access person; and
c.
The date that the report is submitted by the access person.
Quarterly Repo rts. Every EMA access person  shall submit to the CCO, no later than  10 days after  the  end  of  each  calendar  quarter,  a  certification   and  acknowledgment  concerning  their securities  transactions for  the  quarter , attached as Exhibit  C. EMA  receives information from employees that is required to be recorded under Rule 204-2(a)(12) or Rule 204-2(a)(13) under the Advisers Act from employees' brokerage account statements.
Annual Repo rts. Every access person must submit EMA's Annual Account Holdings Report, attached as Exhibit D, to the CCO no later than 45 days after the end of each calendar year.
4.
Conflict of Interests
To avoid even the appearance of any conflict of interest in EMA's investment advisory dealing s , an employee:
1.
May not seek or accept any gifts, favors, preferential treatment, or valuable consideration of any kind offered with a value in excess of $100 from any broker / dealer or other company or persons involved in the securities industry because of your association with EMA.
2.
May not release material nonpublic client personal information (except to those concerned with the transaction), until such information becomes publicly available.
3.
Must conduct their private transactions in such a way as not to conflict with the interest of EMA's clients.
4.
May not trade, either personally or on behalf of others, on material nonpublic information, or communicate material nonpublic information to others in violation of the law.


5.
Notification ; Annual Certification
The CCO shall notify each EMA access person w ho may be required to make reports pursuant to this  Insider  Trading  Policy  and  Code  of  Ethics  that  such  person  is  subject  to reporting requirements and deliver a copy of this Insider Trading Policy and Code of Ethics to them.
1.
An employee / access person should contact the CCO if he or she becomes aware of an actual or potential insider trading violation or violation of the policies and procedures contained herein.
2.
Each employee / access person must comply with the above-stated policies governing employee trading , including the pre-clearance of trades , the  reporting of trades  and security holdings and restrictions on trades under certain circumstances.
3.
If  applicable, the CCO periodically will review employee / access person   trades   to verify compliance and detect insider  trading (e.g.,  by  comparing such trades   with trades by EMA's  advisory  accounts  and securities listed on "restrict ed " and "watch" l ists).
6.
Information Blocking Devices
W hen one or more of EMA's employees/access persons receive material, nonpublic information about a company while serving on a creditors' committee or in any other capacity which, in the opinion of the CCO ,   necessit ates  information  blocking  devices  (e.g. a  Chinese  Wall),  no employee or advisory account may trade in securities issued by such company until information blocking devices designed to block the flow of such information between the Employees / access persons and other employees and departments are in place.
Information blocking devices shall prohibit:
i.
The employee / access person(s) from discussing any material , non-public information with other employees unless they are also employees / access persons;
ii.
The employee / access person(s) from trading or recommending the trading of securities issued by  the company which is  the subject of  the  material non-public  information; and
iii.
Access  by  non-employees / access  persons  to  any  files,  including  computer files, containing the material, nonpublic information.
R estricted/Wa tch Lists
a.
At  their  discretion,  the  CCO  may  place  certain  securities  on  a  " restric ted  list." Securities issued by companies about which a number of employees / access persons are expected regularly to have material non-public information, should generally be placed on the restricted list. Employees are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed.   The  CCO  shall  take  steps  to  immediately  inform   all  employees  of  the securities listed on the restricted list.


b.
At their discretion , the CCO may place certain securities on a " watch list." Securities issued  by  companies  about  which  limited  number  of employees / access  persons possess material, non-public information should generally be placed on the watch list. The list will be disclosed only to the CCO and a limited number of other persons who are deemed to be necessary recipients of the list because of their roles in compliance .
7.
Employee Training/Education
All EMA employees shall be provided with a copy of this Policy. Periodically, EMA shall discuss these procedures and insider trading in general with its employees.
8.
Recordkeeping/Reports
a.
All documents and other records generated in connection with these procedures shall be maintained for a minimum of six (6) years;
b.
Periodically, the CCO shall prepare a report reviewing the procedures implemented during the period covered and any deficiencies or noteworthy events occurring during the execution of the procedures.










Revised 8 . 1.14
Code of Ethics
 
Beaumont Capital Management, LLC
Policy
BFP, as a matter of policy and practice, and consistent with industry and SEC requirements (SEC Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act, which is applicable if the firm acts as investment adviser to a registered investment company), has adopted a written Code of Ethics ("Code") covering all supervised persons. The BFP Code requires high standards of business conduct, compliance with federal securities laws, reporting and recordkeeping of personal securities transactions and holdings, reviews and sanctions. The firm's current Code, and as amended, while maintained as a separate document, is incorporated by reference and made a part of these Policies and Procedures.
Responsibility
Compliance, and the Managing Partners, are responsible for enforcing the Code. Compliance is responsible for the preparation, distribution, administration, periodic review, and monitoring our Code, and is responsible for overseeing the practices, disclosures, sanctions and recordkeeping requirements contained within.
Procedure
BFP's Code should be reviewed and updated as required and includes:
Formal adoption of the firm's Code by management;
All new employees will receive the Code, and training, upon hire;
A Compliance Officer will annually distribute the firm's Code to all employees,
Each employee must acknowledge receipt of the firm's Code initially upon hire and annually and return a signed acknowledgement/certification form to the Chief Compliance Officer;
A Compliance Officer will review and update the firm's Code at least annually, or more frequently as appropriate;
A Compliance Officer will periodically review each access persons' personal transactions/holdings reports;
Employees are responsible for receiving pre-clearance for the trading of certain securities and for submitting to Compliance quarterly personal account statements.
The Compliance Officers will retain relevant Code records as required, including but not limited to, the Code, acknowledgement/certification forms, initial and annual holdings reports, reports of personal securities transactions, violations and sanctions, among other documentation;
The firm's Disclosure Document (Form ADV Part II) is periodically reviewed and amended by the Compliance Officers to be consistent with the firm's Code of Ethics and includes key components of the Code; and
Compliance should be notified of any external requests for the Code, and is responsible for responding to such requests.
Code of Ethics
Bluestone Capital Management, LLC

The Firm's code of ethics is a separate document and attached as an exhibit. The following policies and procedures set forth the key regulatory requirements that form the basis for the Firm's code of ethics. Because the Firm is committed to extremely high ethical standards, its code of ethics will often contain requirements that are more stringent than those imposed by SEC Rule 204A-1 . Consequently, Supervised Persons must ensure that they comply with all requirements and standards set forth in the code of ethics, and not just the requirements imposed by SEC Rule 204A-1 .
4.1   S EC Rule 204A-1
SEC Rule 204A Ͳ 1 under the Investment Advisers Act requires the Firm to adopt a code of ethics that sets forth the standard of business conduct that is required of all its Supervised Persons. The Firm's code of ethics sets out ideals for ethical conduct grounded in the fundamental principles of openness , integrity, honesty, and trust . The code of ethics is designed to effectively convey to Supervised Persons the value the Firm places on ethical conduct, and it challenges Supervised Persons to live up not only to the letter of the law but also to the ideals of the organization. All Supervised Persons are reminded that, in addition to being subject to the policies and procedures set forth in this manual, they are also subject to the Firm's code of ethics .
4.2   Definition of Access Person
The specific provisions and reporting requirements of the Firm's code of ethics are concerned primarily with those investment activities of the Firm's Access Persons, as defined below.
"Access Person" means any general partner, officer, or director of the Firm or any employee of the Firm who: (i) has access to nonpublic   information regarding any client's purchase or sale of securities , or non - public information regarding the holdings   of any client; or (ii) is involved in making securities  recommendations to clients or has access to such recommendations that are non - public .
So long as the Firm's primary business is providing investment advice, all of the Firm's directors, officers, employees and partners will be presumed to be Access Persons.
4.3   General Conditions of the Code of Ethics
One goal of the code of ethics is to allow the Firm's Access Persons to engage in personal securities transactions while protecting advisory clients, the Firm, and its Access Persons from conflicts that could result from a violation of securities laws or from real or apparent conflicts of interests. While it is impossible to define all situations that might pose such a risk, the code of ethics is designed to address those circumstances where such risks are likely to arise.
Adherence to the code of ethics and the related restrictions on personal investing is considered a basic condition of employment for Access Persons. If there is any doubt as to the propriety of any activity, Access Persons should consult with the CCO. The CCO may rely upon the advice of legal counsel or outside compliance consultants.
In general, the code of ethics requires all Supervised Persons to:
·
Act with integrity, competence, dignity, and in an ethical manner when dealing with the public, clients, prospects, employers and employees, colleagues in the investment profession, and other participants in the global capital markets;
·
Place the interests of clients, the interests of their employer, and the integrity of the investment profession above their own personal interests;
 

·
Practice and encourage others to practice in a professional and ethical manner that will reflect positively on themselves and the profession;
·
Maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals;
·
Promote the integrity of, and uphold the rules governing, global capital markets;
·
Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities.
4.4   Required Content of the Code of Ethics
The CCO will ensure that the code of ethics contains the following content required by SEC Rule 204A - 1 :
1.
standards of business conduct required of Supervised Persons;
2.
provisions requiring Supervised Persons to comply with applicable federal securities laws;
3.
provisions that require all Access Persons to report certain personal securities transactions for review on a quarterly basis, and holdings on an annual basis, to the Firm;
4.
provisions requiring Supervised Persons to report any violations of the code of ethics promptly to the CCO or Designated Principal; and
5.
provisions requiring the Firm to provide each Supervised Person with a copy of the code of ethics and any amendments, and requiring Supervised Persons to provide the Firm with a written acknowledgment of their receipt of the code of ethics (and any amendments) .
The CCO is responsible for approving the code of ethics, ensuring that all required elements are contained therein, and addressing any conflicts .
4.5   Reportable Securities
It is the responsibility of each Access Person to determine whether a particular securities transaction being considered for his personal account or any other account in which he has a beneficial interest is reportable under the code of ethics or is otherwise prohibited by any applicable laws.
Under SEC Rule 204A Ͳ 1, all securities are reportable securities, with five exceptions designed to exclude securities that appear to present little opportunity for the type of improper trading that the transaction and holding reports are designed to uncover. The exceptions are as follows:
1.
transactions and holdings in direct obligations of the United States government;
2.
money market instruments—bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and other high quality short-term debt instruments;
3.
shares of money market funds;
4.
transactions and holdings in shares of other types of mutual funds, unless the Firm or a control affiliate acts as the investment adviser or principal underwriter for the fund; and
5.
Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.

Access Persons are required to report all transactions in reportable securities on a quarterly basis within 30 days of the quarter's end. All employees will have duplicate copies of their brokerage account statements and confirmation sent to Compliance. Having statements sent direct to Compliance will fulfill this requirement.
4.6   Applicability of Reporting Requirements
The code of ethics applies to all accounts of an Access Person in which he has a direct or indirect beneficial interest. These accounts are referred to as personal accounts. It is important to note that the code of ethics applies to any account maintained by or for:
·
An Access Person's current spouse (not legally separated or divorced from the Access Person) and minor children;
·
Any individuals who live in the Access Person's household and over whose purchases, sales, or other trading activities the Access Person exercises control or investment discretion;
·
Any persons to whom the Access Person provides primary financial support, and either (i) whose financial affairs the Access Person controls or (ii) for whom the Access Person provides discretionary advisory services.
·
Any trust or other arrangement which names the Access Person as a beneficiary and/or the Access Person as trustee. It does not include any account for which an Access Person serves as trustee of a trust for the benefit of (i) a person to whom the Access Person does not provide primary financial support, or (ii) an independent third party.
·
Any partnership, corporation, or other entity of which the Access Person is a director, officer, or partner or in which the Access Person has a 25% or greater beneficial interest, or in which the Access Person owns a controlling interest or exercises effective control.
4.6.1   Personal Accounts of Other Access Persons
A personal account of one Access Person that is managed by a second Access Person is considered a personal account to the second Access Person only if he has a beneficial ownership in the personal account. Without beneficial ownership, the account is considered a client account with respect to the Access Person managing the account.
4.6 . 2   Solicitors and Consultants
Non - employee solicitors or consultants are not subject to the code of ethics unless the solicitor or consultant, as part of his duties on behalf of the Firm, (i) makes or participates in the making of investment recommendations for the Firm's clients, or (ii) obtains information on recommended investments for the Firm's clients. In the case where a solicitor or consultant obtains information on a recommended investment for the Firm's clients, the solicitor or consultant will not be allowed to act on the investment recommendation for ninety days, unless that recommendation becomes known outside of the Firm by other means, such as through a presentation or through the Firm's quarterly letters.
4.7   Initial , Annual , and Quarterly Reporting
Access Persons must submit the following reports to the Firm:

4.7 . 1   Initial Holdings Report
Within 10 days of becoming an Access Person, Access Persons are required to provide the Designated Principal with an initial holdings report that contains, at a minimum, the following:
1.
Disclosure of all of the Access Person's current securities holdings with the following content for each reportable security of which the Access Person has any direct or indirect beneficial ownership:
·
title and type of reportable security
·
ticker symbol or CUSIP number (as applicable)
·
number of shares
·
principal amount of each reportable security
2.
The name of any broker, dealer, or bank with which the Access Person maintains an account in which he has any direct or indirect interest;
3.
The date upon which the report was submitted.
Information contained in the initial holdings reports must be current and dated no more than 45 days prior to the date of submission. Generally , positions and holdings are contained within account statements, and delivery of the account statements will suffice for reporting purposes.
4 .7 . 2   Annual Holdings Report
All Access Persons must also provide annual holdings reports of all current reportable securities holdings at least once during each 12 - month period. End of year brokerage statements sent direct to compliance satisfies this requirement.
4.7 . 3   Quarterly Transaction Reports
Access Persons must also provide quarterly securities transaction reports for each transaction in a reportable security of which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership. Such quarterly transaction reports must include the following information:
·
Date of transaction;
·
Title of reportable security;
·
Ticker symbol or CUSIP number of reportable security (as applicable);
·
Interest rate or maturity rate (if applicable);
·
Number of shares;
·
Principal amount of reportable security;
·
Nature of transaction ( e.g ., purchase or sale);
·
Price of reportable security at which the transaction was effected;
 

·
The name of the broker, dealer, or bank through which the transaction was effected; and
·
The date upon which the Access Person submitted the report.
Access Persons must submit a quarterly transaction report no later than 30 days after the end of each quarter. All employees will have duplicate copies of their brokerage statements and confirmation sent to Compliance. This will satisfy the quarterly reporting requirement. Compliance will send letters to the respective custodian to have this put in place.
4.8   Exceptions from Reporting Requirements
Exceptions from the reporting requirements available under SEC Rule 204A - 1 are described below:
1.
No report is required with respect to securities held in any personal account over which the Access Person has (or had) no direct or indirect influence or control;
2.
Transaction reports are not required to be submitted with respect to any transactions effected pursuant to an automatic investment plan (although holdings need to be included on initial and annual holdings reports);
3.
Transaction reports are not required if the report would duplicate information contained in broker trade confirmations or account statements that the Access Person has already provided to the Firm. This paragraph has no effect on an Access Person's responsibility related to the submission of initial and annual holdings reports. An Access Person that would like to avail himself of the exemption should:
·
Ensure that the content of broker confirmations or account statements for any personal accounts meets the content required for quarterly transaction reports; and
·
Inform the Designated Principal that he would like to avail himself of this compliance option and provide the Designated Principal with the following for each of his personal accounts: name of institution; address of institution; name of contact at institution; identification numbers for personal accounts held at institution; and name of personal accounts held at institution.
4.9   Transactions in Personal Accounts
Personal Sales of Securities
Employees of the firm may have their account with any broker dealer of their choosing. Upon hire and on an annual basis (during the firm's annual compliance meeting) employees are required to disclose their personal holdings. The Compliance Department will contact the brokerage firm where the assets are held and arrange for confirmations and statements to be sent directly to the CCO.
4.10   Initial Public Offerings
The Firm's code of ethics bans the purchase of initial public offerings. The Firm prohibits Access Persons from directly or indirectly acquiring beneficial ownership in a security in an initial public offering, unless indirectly acquired through an Access Person's investment in the Fund. It is important to note that , although SEC Rule 204A Ͳ 1 allows for the purchase of initial public offerings with pre - clearance, the Firm's code of ethics contains an absolute ban against the purchase of any initial public offerings.
4.11   Amendments to the Code of Ethics
The CCO will periodically review the code of ethics and assess its effectiveness. If the CCO makes any amendments, he must ensure that the code of ethics remains compliant with the minimum requirements of SEC Rule 204A - 1.

PERSONNEL , LICENSING , AND REGISTRATION
5.1   Firm Registration Requirements
The Firm has registered, and will continue to be registered, as an investment adviser based upon the fact that it is engaged in the business of managing client assets through private funds and SMA. Section 203A(a) of the Investment Adviser Act was amended to prohibit, with limited exceptions, an investment adviser from registering with the SEC if the investment adviser has assets under management less than $100 million.
5.1.1   Assets under Management
The Designated Principal will monitor assets under management to ensure that the Firm remains qualified to maintain its current registration status. When calculating assets for


JULEX CAPITAL MANAGEMENT, LLC.
CODE OF ETHICS
December 31, 2015

Julex's Code of Ethics ("Code") applies to all of the firm's employees ("access person" as described below) and governs their personal investment activities. It is understood throughout the firm that:
The interests of client accounts will at all times be placed first;
All personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility and
Supervised persons must not take inappropriate advantage of their positions.
Who is covered by this Code
 
All Employees are subject by this Code. They are responsible for the personal trading of Connected Persons. The CCO keeps a list of all Employees and Connected Persons, as well as a list of all Access Persons and Supervised Persons. In limited circumstances, and based upon the facts involved, the CCO may make a finding that an Employee is not subject to a Code requirement or is not subject to such requirement with respect to one or more of his or her Connected Persons. A Connected Person is a spouse, domestic partner, child or other immediate family member residing in the same household as the Employee.
Personal Securities Transactions
Pre-clearance
Given the current size of the firm , all publicly traded securities are exempt from requiring pre- clearance to transact unless they are on "Black Out" List. Currently, firm transactions on behalf of clients have an immaterial effect on public market trading valuations . Transaction notification to Erik Philbrook, Chief Compliance Officer ("CCO"), shall be deemed sufficient adherence to policy. Any employee transactions, regardless of materiality, deemed as a potential perceived conflict of interest, shall be recorded in the firm's record keeping. At such time that the Chief Compliance Officer or a Managing Partner determines that a pre-clearance of personal transaction policy is necessary, the following process shall be implemented :
An officer or employee may, directly or indirectly, acquire or dispose of beneficial ownership of a reportable security only if:
such purchase or sale has been approved by the Chief Compliance Officer;
the approved transaction is completed by the close of business on the trading day approval is received; and
the Chief Compliance Officer has not rescinded such approval prior to execution of the transaction. Post-approval is not permitted.



JULEX- Code of Ethics - Update 2015-12 Final                 1

PARASOL INVESTMENT MANAGEMENT, LLC
Code of Ethics
Statement of General Policy
This Code of Ethics ("Code") has been adopted by Parasol Investment Management, LLC ("Parasol") and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 ("Advisers Act").
The Code is designed to ensure that the high ethical standards continue to be applied. The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. The excellent name and reputation of our firm are a direct reflection of the conduct of each employee.
The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of Parasol in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with the Chief Compliance Officer ("CCO"). The CCO may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of employees.
The CCO will periodically report to senior management of Parasol to document compliance with this Code.
Definitions
For the purposes of this Code, the following definitions shall apply:
  "Access person" is a supervised person who has access to nonpublic information regarding any clients' purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic. The primary business of Parasol is providing investment advice, and as a result all of its directors, officers and partners are considered access persons. The CCO may also designate other persons as access persons.
  "Account" means accounts of any employee and includes accounts of the employee's immediate family members (any relative by blood or marriage living in the employee's household), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest or exercises investment discretion.
  "Beneficial ownership" shall be interpreted as a direct or indirect "pecuniary interest" (as defined under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934) in a security. This term generally means the opportunity directly or indirectly to profit or share in any profit derived from a transaction in a security. An access person is presumed to have Beneficial Ownership of any family member's account
  "Reportable security" means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) Transactions and holdings in direct obligations of the Government of the United States; (ii) Bankers' acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) Shares issued by money market funds; (iv) Transactions and holdings in shares of other types of open-end registered mutual funds, unless Parasol or a control affiliate acts as the investment adviser or principal underwriter for the fund; and (v) Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds, unless Parasol or a control affiliate, acts as the investment adviser or principal underwriter for the fund.
  "Supervised person" means directors, officers and partners of Parasol (or other persons occupying a similar status or performing similar functions); employees of Parasol; and any other person who provides advice on behalf of Parasol and is subject to Parasol's supervision and control.

Standards of Business Conduct
Parasol places the highest priority on maintaining its reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in our firm and its employees by our clients is something we value and endeavor to protect. The following Standards of Business Conduct sets forth policies and procedures to achieve these goals. This Code is intended to comply with the various provisions of the Advisers Act and also requires that all supervised persons comply with the various applicable provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable rules and regulations adopted by the U.S. Securities and Exchange Commission ("SEC").
Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all Parasol's supervised persons as defined herein. These procedures cover transactions in a reportable security in which a supervised person has a beneficial interest or in accounts over which the supervised person exercises control as well as transactions by members of the supervised person's immediate family.
This Code establishes rules of conduct for all employees of Parasol and is designed to, among other things; govern personal securities trading activities in the accounts of employees. The Code is based upon the principle that Parasol and its employees owe a fiduciary duty to Parasol's clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.
Pursuant to Section 206 of the Advisers Act, both Parasol and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. All employees must comply with applicable federal securities laws. Compliance with this section involves more than acting with honesty and good faith alone. It means that Parasol has an affirmative duty of utmost good faith to act solely in the best interest of its clients.
Parasol and its 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 seek best execution for a client's transactions where the Firm is in a position to direct brokerage transactions for the client;
The duty to ensure that investment advice is suitable to meeting the client's individual objectives, needs and circumstances; and
A duty to be loyal to clients.
In meeting its fiduciary responsibilities to its clients, Parasol expects every employee to demonstrate the highest standards of ethical conduct for continued employment with Parasol. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with Parasol. Parasol's reputation for fair and honest dealing with its clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the advice of Joy Gruber, the CCO, or her designee, for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment with Parasol.
Section 206 of the Advisers Act makes it unlawful for Parasol or its agents or employees to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in fraudulent, deceptive or manipulative practices. This Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act and rules thereunder.

Prohibition Against Insider Trading
Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose supervised persons and Parasol to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order permanently barring you from the securities industry. Finally, supervised persons and Parasol may be sued by investors seeking to recover damages for insider trading violations.
The rules contained in this Code apply to securities trading and information handling by supervised persons of Parasol and their immediate family members.
The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify the CCO immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.
General Policy
No supervised person may trade, either personally or on behalf of others (such as investment funds and private accounts managed by Parasol), while in the possession of material, nonpublic information, nor may any personnel of Parasol communicate material, nonpublic information to others in violation of the law.
1.
What is Material Information?
Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a company's securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the CCO.
Material information often relates to a company's results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.
Material information also may relate to the market for a company's securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal's "Heard on the Street" column.
You should also be aware of the SEC's position that the term "material nonpublic information" relates not only to issuers but also to Parasol's securities recommendations and client securities holdings and transactions.
2.
What is Nonpublic Information?
Information is "public" when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones "tape" or 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.


3.
Identifying Inside Information
Before executing any trade for yourself or others, including investment funds or private accounts managed by Parasol ("Client Accounts"), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:
Report the information and proposed trade immediately to the CCO.
Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the firm.
Do not communicate the information inside or outside the firm, other than to the CCO.
After the CCO has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.
You should consult with the CCO before taking any action. This degree of caution will protect you, our clients, and the firm.
 
4.
Contacts with Public Companies
Contacts with public companies may represent an important part of our research efforts. The firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a supervised person of Parasol or other person subject to this Code becomes aware of material, nonpublic information. This could happen, for example, if a company's Chief Financial Officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, Parasol must make a judgment as to its further conduct. To protect yourself, your clients and the firm, you should contact the CCO immediately if you believe that you may have received material, nonpublic information.
5.
Tender Offers
Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations 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 the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Supervised persons of Parasol and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.
6.
Restricted Watch Lists
Although Parasol does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted or watch lists in certain securities.
The CCO may place certain securities on a "restricted list." Supervised persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed. Securities issued by companies about which a number of supervised persons are expected to regularly have material, nonpublic information should generally be placed on the restricted list. The CCO shall take steps to immediately inform all supervised persons of the securities listed on the restricted list.
The CCO may place certain securities on a "watch list." Securities issued by companies about which a limited number of supervised persons possess material, nonpublic information should generally be placed on the watch list. The list will be disclosed only to the CCO and a limited number of other persons who are deemed necessary recipients of the list because of their roles in compliance.

Gifts and Entertainment
Giving, receiving or soliciting gifts in a business setting may create an appearance of impropriety or may raise a potential conflict of interest. Parasol has adopted the policies set forth below to guide supervised persons in this area.
General Policy
Parasol's policy with respect to gifts and entertainment is as follows:
·
Giving, receiving or soliciting gifts in a business may give rise to an appearance of impropriety or may raise a potential conflict of interest;
 
·
Supervised persons should not accept or provide any gifts or favors that might influence the decisions you or the recipient must make in business transactions involving Parasol, or that others might reasonably believe would influence those decisions;
 
·
Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible;
 
·
Where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts of even nominal value, the law or rule must be followed.
Reporting Requirements
 
·
Any supervised person who accepts, directly or indirectly, anything of value from any person or entity that does business with or on behalf of Parasol, including gifts and gratuities with value in excess of $250 per year, must obtain consent from the CCO before accepting such gift.
 
·
This reporting requirement does not apply to dining or entertainment if you are accompanied by the person or representative of the entity that does business with Parasol.
 
·
This gift reporting requirement is for the purpose of helping Parasol monitor the activities of its employees. However, the reporting of a gift does not relieve any supervised person from the obligations and policies set forth in this Section or anywhere else in this Code. If you have any questions or concerns about the appropriateness of any gift, please consult the CCO.
 
Service as a Director
No supervised person shall serve on the board of directors of any publicly traded company without prior authorization by the CCO or a designated supervisory person based upon a determination that such board service would be consistent with the interest of Parasol's clients. Where board service is approved, Parasol shall implement a "Chinese Wall" or other appropriate procedure to isolate such person from making decisions relating to the company's securities.


Personal Securities Transactions
General Policy
Parasol has adopted the following principles governing personal investment activities by Parasol's supervised persons:
·
The interests of client accounts will at all times be placed first;
 
·
All personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; and
 
·
Supervised persons must not take inappropriate advantage of their positions.
 
 
Pre-Clearance Required for Participation in IPOs
No supervised person shall acquire any beneficial ownership in any securities in an Initial Public Offering for his or her account, as defined herein without the prior written approval of the CCO who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the supervised person's activities on behalf of a client) and, if approved, will be subject to continuous monitoring for possible future conflicts.
Pre-Clearance Required for Private or Limited Offerings
No supervised person shall acquire beneficial ownership of any securities in a limited offering or private placement without the prior written approval of the CCO who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the supervised person's activities on behalf of a client) and, if approved, will be subject to continuous monitoring for possible future conflicts.
Compliance Procedures
Timing of Personal Transactions
No access person may purchase or sell, directly or indirectly, any security in which the access person or an affiliate account has, or by reason of the transaction acquires, any direct or indirect beneficial ownership if the access person knows or reasonably should know that the security, at the time of the purchase or sale (i) is being considered for purchase or sale on behalf of any client account; or (ii) is being actively purchased of sold on behalf of any client account.
If the firm is purchasing, selling or considering purchasing or selling any security on behalf of a client account, no access person may effect a transaction in that security prior to the client trade having been completed by the firm, or until a decision has been made not to purchase or sell the security on behalf of the client account.
Reporting Requirements
Every access person shall provide initial and annual holdings reports and quarterly transaction reports to the CCO which must contain the information described below.
1.
Initial Holdings Report
Every access person shall, no later than ten (10) days after the person becomes an access person, file an initial holdings report containing the following information:
 
·
The title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount of each reportable security in which the access person had any direct or indirect beneficial interest ownership when the person becomes an access person;
 
 

·
The name of any broker, dealer or bank with whom the access person maintained an account in which any securities (including but not limited to reportable securities) were held for the direct or indirect benefit of the access person; and
 
·
The date that the report is submitted by the access person.
 
The information submitted must be current as of a date no more than forty-five (45) days before the person became an access person.
2.
Annual Holdings Report
Every access person shall, at least once each twelve (12) month period by a date specified by the CCO, file an annual holdings report containing the same information required in the initial holdings report as described above. The information submitted must be current as of a date no more than forty-five (45) days before the annual report is submitted.
3.
Quarterly Transaction Reports
 
Every access person must, no later than thirty (30) days after the end of each calendar quarter, file a quarterly transaction report containing the following information:
 
With respect to any transaction during the quarter in a reportable security in which the supervised persons had any direct or indirect beneficial ownership:
·
The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each covered security;
 
·
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
 
·
The price of the reportable security at which the transaction was effected;
 
·
The name of the broker, dealer or bank with or through whom the transaction was effected; and
 
·
The date the report is submitted by the access person.
4.
Exempt Transactions
 
An access person need not submit a report with respect to:
·
Transactions effected for securities held in any account over which the person has no direct or indirect influence or control;
 
·
Transactions effected pursuant to an automatic investment plan;
 
·
A quarterly transaction report if the report would duplicate information contained in securities transaction confirmations or brokerage account statements that Parasol holds in its records so long as the firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.
 
 

5.
Monitoring and Review of Personal Securities Transactions
 
The CCO or her designee will monitor and review all reports required under the Code for compliance with Parasol's policies regarding personal securities transactions and applicable SEC rules and regulations. The CCO may also initiate inquiries of access persons regarding personal securities trading. Access persons are required to cooperate with such inquiries and any monitoring or review procedures employed by Parasol. Any transactions for any accounts of the CCO will be reviewed and approved by the Chief Investment Officer or other designated supervisory person. The CCO shall at least annually identify all access persons who are required to file reports pursuant to the Code and will inform such access persons of their reporting obligations.
Certification
Initial Certification
All supervised persons will be provided with a copy of the Code and must initially certify in writing to the CCO that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; (iii) agreed to abide by the Code; and (iv) reported all account holdings as required by the Code.
Acknowledgement of Amendments
All supervised persons shall receive any amendments to the Code and must certify to the CCO in writing that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended.
Annual Certification
All supervised persons must annually certify in writing to the CCO that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and (iii) submitted all holdings and transaction reports as required by the Code.
Further Information
Supervised persons should contact the CCO regarding any inquiries pertaining to the Code or the policies established herein.
Records
The CCO shall maintain and cause to be maintained in a readily accessible place the following records:
·
A copy of any code of ethics adopted by the firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years;
 
·
A record of any violation of Parasol's Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred;
 
·
A record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, a supervised person, which shall be retained for five years after the individual ceases to be a supervised person of Parasol;
 
·
A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports;
 
·
A list of all persons who are, or within the preceding five years have been, access persons;
 
 
Reporting Violations and Sanctions
All supervised persons shall promptly report to the CCO or her designee all apparent violations of the Code.

The CCO shall promptly report to senior management all apparent material violations of the Code. When the CCO finds that a violation otherwise reportable to senior management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, she may, in her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to senior management.
Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, disgorgement of profits obtained in connection with a violation, monetary fine or assessment, restrictions on future personal trading, suspension or termination of the employee's employment with the firm and/or referral to civil or criminal authorities.
Acknowledge of the Code of Ethics
I have received and read the above Parasol Code of Ethics and understand the provisions of the Code. I also agree to comply with the provisions contained therein and report all account holdings as required by the Code.
Signature:  _______________________
Printed Name:  ___________________
Date:  ___________________________


StratiFi LLC
An Investment Adviser Registered with the
US Securities and Exchange Commission



Code of Ethics
September 2016
Excerpted from Policies and Procedures Manual

StratiFi, LLC
275 Sacramento St, 8 th Floor
San Francisco, CA 94111
Telephone: 415-645-6503




PROPRIETARY AND CONFIDENTIAL

1

Code of Ethics
As an investment adviser, StratiFi is a fiduciary. It owes its Clients the highest duty of loyalty and relies on each Employee to avoid conduct that is or may be inconsistent with that duty. It is also important for Employees to avoid actions that, while they may not actually involve a conflict of interest or an abuse of a Client's trust, may have the appearance of impropriety.

This Code of Ethics and Conduct (the "Code") sets forth StratiFi's policies and procedures regarding its duty of loyalty to Clients.

1. General Concepts
1.1 Basic Principles
This Code is based on a few basic principles that should pervade all investment-related activities of all Employees, personal as well as professional: (i) the interests of StratiFi's Clients come before StratiFi's interests or any Employee's interests; and (ii) each Employee's professional activities and personal investment activities must be consistent with this Code and avoid any actual or potential conflict between the interests of Clients and those of StratiFi or the Employee.
1.2 "Covered Accounts"
Many of the procedures, standards and restrictions in this Code govern activities in "Covered Accounts." These consist of:

Each securities account registered in an Employee's name and each account or transaction in which an Employee has any direct or indirect "beneficial ownership interest" (other than accounts of investment limited partnerships or other investment funds not specifically identified by the CCO as "Covered Accounts");
 
Securities accounts of which StratiFi is a beneficial owner, provided that investment partnerships or other funds of which StratiFi or any affiliated company is a general partner or from which StratiFi or such a company receives fees based on capital gains are generally not considered Covered Accounts, despite the fact that StratiFi or Employees may be considered to have an indirect beneficial ownership interest in them.
1.3 "Beneficial Ownership"
The concept of "beneficial ownership" of securities is broad. It includes not only securities a person owns directly, and not only securities owned by others specifically for his or her benefit, but also (i) securities held by his or her spouse, minor children and relatives who live full time in his or her home, and (ii) securities held by another person if by reason of any contract, understanding, relationship, agreement or other arrangement the Employee obtains benefits substantially equivalent to ownership .

Note:   This broad definition of "beneficial ownership" does not necessarily apply for purposes of other securities laws or for purposes of estate or income tax reporting or liability. An Employee may declare that the reporting or recording of any securities transaction should not be construed as an admission that he or she has any direct or indirect beneficial ownership in the security for other purposes.
2

1.4 "Excepted Securities"
Excepted Securities means:
 
Direct obligations of the Government of the United States or, upon approval from the Compliance Department, direct obligations of other sovereign countries in which the StratiFi Employee resides;
 
Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments; and
 
Money market funds and open-end mutual funds.
1.5 Specific Rules are not Exclusive
This Code's procedures, standards, and restrictions do not and cannot address each potential conflict of interest. Rather, they attempt to prevent some of the more common types of problems. Ethics and faithful discharge of our fiduciary duties require adherence to the spirit of this Code and activities other than personal securities transactions could also involve conflicts of interest. If there is any doubt about a transaction for a reportable account or for an Employee's personal account, the CCO should be consulted.

2. Illegal Activities
As a matter of policy and the terms of each Employee's employment, the following types of activities are strictly prohibited:

Using any device, scheme or artifice to defraud, or engaging in any act, practice, or course of conduct that operates or would operate as a fraud or deceit upon, any client or prospective client or any party to any securities transaction in which StratiFi or any of its Clients is a participant;
 
Making any untrue statement of a material fact or omitting to state to any person a material fact necessary in order to make the statements StratiFi has made to such person, in light of the circumstances under which they are made, not misleading;
 
Engaging in any act, practice, or course of business that is fraudulent, deceptive, or manipulative, particularly with respect to a client or prospective client; and
 
Causing StratiFi, acting as principal for its own account or for any account in which StratiFi or any person associated with StratiFi, to make an investment in violation of any applicable law, rule or regulation of a governmental agency.

3. Insider Trading
Employees are prohibited from engaging in what is commonly known as "insider trading": (i) trading, either in a Covered Account or on behalf of any other person (including Client accounts), on the basis of material nonpublic information; or (ii) communicating material nonpublic information to others in violation of the law.
3


Further discussion of material nonpublic information ("MNPI") and insider trading as it relates to the Firm's activities can be found in "6.1 Insider Trading."
3.1 Insider Trading Prohibitions
The laws concerning insider trading generally prohibit:

The purchase or sale of securities by an insider, on the basis of material nonpublic information;
 
The purchase or sale of securities by a non-insider, on the basis of material nonpublic information where the information was disclosed to the non-insider in violation of an insider's duty to keep the information confidential or was misappropriated; or
 
The communication of material nonpublic information in violation of a confidentiality obligation where the information leads to a purchase or sale of securities.
3.2 Definition of Insider
The concept of "insider" is broad. It includes the officers, directors, employees and majority shareholders of a company. In addition, a person can be considered a "temporary insider" of a company if he or she enters into a confidential relationship in the conduct of the company's affairs and, as a result, is given access to company information that is intended to be used solely for company purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, investment bankers, commercial bankers and the employees of such organizations. Analysts are usually not considered insiders of the companies that they follow, although if an analyst is given confidential information by a company's representative in a manner that the analyst knows or should know to be a breach of that representative's duties to the company, the analyst may become a temporary insider.
3.3 Material Information
"Material" information is generally defined as information that a reasonable investor would likely consider important in making his or her investment decision, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that should be considered material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments. Material information does not have to relate to a company's business, it can be significant market information.
3.4 Nonpublic Information
Information is nonpublic unless it has been effectively communicated to the market place (i.e. generally disseminated to the public). For example, information found in a report filed with the SEC or appearing in Dow Jones, The Wall Street Journal or another publication of general circulation is considered public.
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3.5 Penalties for Insider Trading
A person can be subject to some or all of the penalties set forth below even if he or she does not personally benefit from the violation. Penalties may include:
 
Civil injunctions;
 
Disgorgement of profits;
 
Jail sentences;
 
Fines for the person who committed the violation of up to three times the profit gained or loss avoided (per violation or illegal trade), whether or not the person actually benefited from the violation; and
 
Fines for the employer or other controlling person of the person who committed the violation of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided (per violation or illegal trade).

In addition, any violation of the procedures set forth in this Code can be expected to result in serious sanctions by the Firm, including dismissal of the persons involved.
3.6 Procedures Regarding the Receipt of Material Nonpublic Information.
If any Employee receives any information that may constitute material nonpublic information, the Employee (i) must not buy or sell any securities (including options or other securities convertible into or exchangeable for such securities) for a Covered Account or a Client account, (ii) must not communicate such information to any other person (other than the CCO) and (iii) should discuss promptly such information with the CCO. Under no circumstances should such information be shared with any persons not employed by the Firm, including family members and friends.

Following a prompt evaluation by the CCO, any security compromised by material non-public information will be added to the restricted list, which will be maintained and disseminated by the CCO.

4. Frontrunning and Scalping
No Employee may engage in what is commonly known as "frontrunning" or "scalping:" buying or selling securities in a Covered Account, prior to Clients, in order to benefit from any price movement that may be caused by Client transactions or StratiFi's recommendations regarding the security. No Employee may buy or sell a security when he or she knows StratiFi is actively considering the security for purchase or sale (as applicable) in Client accounts. Employee transactions in options, derivatives or convertible instruments that are related to a transaction in an underlying security for a client ("inter-market front-running") are subject to the same restrictions.

5. Personal Account Trading
Personal trading for any Covered Account should never be conducted in such a way as to create any questions of "frontrunning," otherwise taking personal advantage of the trading activity that is conducted for StratiFi, or in any way seeking personal profits at the expense of the trading conducted for StratiFi. A trader's first priority in all trading decisions must be to benefit the Firm's Clients.
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5.1 Pre-Approval of Securities Transactions
All StratiFi Employees must obtain pre-approval in writing by the CCO before engaging in personal trading of any security owned in a Client Account. Unless otherwise specified, approvals will be effective for three trading days from the time that the approval was received, and it may take up to one full trading day for an approval to be granted (or denied). 1 Generally, and subject to the pre-approval procedures set forth herein, Employees are permitted to trade in equity securities and limited offerings.

Private Placements
As with all other transactions, purchases (or recommendations) of securities for Covered Accounts in private placements must be cleared in advance. In determining whether to approve any such transaction for a StratiFi Employee, the CCO will consider, among other factors, whether the investment opportunity should be reserved for Client accounts and whether the investment opportunity is being offered to the StratiFi Employee by virtue of his or her position with StratiFi.

Private Investment Funds and Distributions
Pre-approval of an investment in a private investment fund is required. Moreover, when an Employee is notified by the fund of a distribution of securities, the Employee must notify the CCO in order to record the manner of acquisition of the securities. Any subsequent sales of such shares are subject to the trade restrictions outlined in this Code.
5.2 Trading and Account Restrictions
Except for accounts over which the StratiFi Employee has no discretionary power, influence or control, the trading activity set out below is prohibited in any personal account without specific prior authorization from the CCO permitting these transactions notwithstanding the restriction. However, StratiFi is aware that there will be specific instances in which a specific trade or an activity that is generally prohibited can be conducted without detriment to the interests of StratiFi. In such circumstances, the individual should contact the CCO.

Initial Public Offerings
A StratiFi Employee may not purchase any security in an initial public offering. This restriction ensures that a StratiFi Employee does not cause a violation of applicable broker-dealer rules relating to new issues.

Minimum Holding Period
StratiFi Employees must hold a given position for a minimum of thirty (30) days.
 
_____________________________
1 Notwithstanding pre-approval, Firm Employees have a continuing responsibility to monitor their compliance with the trading restrictions set forth the Code of Ethics.
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Significant Holdings
A StratiFi Employee may not purchase more than 1.0% of the outstanding shares of any publicly traded company.

Blackout Period
No Employee may directly or indirectly acquire or dispose of beneficial ownership in a security (other than Excepted Securities) on the same day a Client portfolio trades in that security. Nor may an Employee directly or indirectly acquire or dispose of beneficial ownership in a security on a day during which a client portfolio has a pending "buy" or "sell" order for that security of the same type (i.e., buy or sell) as the proposed personal trade until the Client portfolio's order is executed or withdrawn.

Other Trading Restrictions
It is prohibited to engage in any trading (in a personal account or for StratiFi) that violates the law. 2 In addition, an Employee may not receive from another party "hot tips," favored commission rates, or other personal brokerage or other trading benefits in exchange for information from the Employee regarding Firm business, such as allocation of brokerage, or any other benefit. Receiving gifts or entertainment consistent with StratiFi's Gift and Entertainment Policy is permissible, as is attendance at sponsored seminars or conferences within the guidelines contained in that Policy, but in all instances it is important to avoid even the appearance of providing business in exchange for personal benefits.

6. Reporting Accounts, Holdings and Transactions 3
All StratiFi Employees are required to disclose to the CCO all personal securities, futures and commodities accounts. In addition, except for the excepted securities set out in the "Excepted Securities" section above, each Employee must disclose all other investment positions that are not held in such accounts ( e.g., private placements).

In addition, within ten (10) days of opening a new account, it must be disclosed to the CCO, together with the name of the financial institution, the account title, the account number, whether the account is restricted by the terms of the account relationship to holding only cash and excepted securities set out in below and the investment power, influence or control status of the account.

Duplicate Account Statements and Trade Confirmations
Except with respect to the accounts set out below, each StratiFi Employee must ensure that the CCO receives timely duplicate account statements (at least monthly) and trade confirmations for each of the StratiFi Employee's personal accounts. The account statements are required to include the StratiFi Employee's personal holdings and transactions occurring in the account, as well as the other applicable account identifying information commonly included in account statements.
 
2  For example, an Employee may not trade on the basis of material non-public information.
3  The Firm consents to Employees having existing accounts, and opening new accounts, provided that they comply with the disclosure and reporting requirements of this Code.
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The following accounts do not require duplicate account statements and trade confirmations to be sent to the Compliance Department: (i) an account over which the StratiFi Employee has no discretionary power, influence or control; and (ii) an account that is restricted by the terms of the account relationship to holding only cash and the excepted securities set out in the "Excepted Securities" section above.

7. Service as a Director
No Employee may serve as a director of a publicly held company without prior approval by the CCO based upon a determination that service as a director would not be adverse to the interests of any client. In the limited instances in which such service is authorized, Employees serving as directors will be isolated from other Employees who are involved in making decisions as to the securities of that company through procedures determined by the CCO to be appropriate in the circumstances.

8. Gifts and Entertainment
In order to address conflicts of interest that may arise when StratiFi or an Employee of StratiFi accepts or gives a gift, entertainment, or other items of value, StratiFi places certain restrictions on gifts and entertainment that are given or received in relation to the business of the Firm. As a general matter, a gift or invitation to an event may not influence or present the appearance of influence upon a business decision, transaction or service. Employees may not make referrals to service providers if the Employee expects to personally benefit in any way from the referral.

Gifts to StratiFi Employees
No Employee may receive gifts from a Client, Investor or vendor of more than a nominal value. The StratiFi Employee receiving a gift of more than nominal value must inform the CCO of the gift by using the Gift and Entertainment Form (Exhibit D).  The CCO will review gifts of more than nominal value for suitability. While the CCO may grant exceptions under certain circumstances, gifts of more than $100 are generally not suitable.

Event Tickets or Meals
Vendors may offer tickets to sporting events, concerts, meals or other forms of entertainment to Employees of StratiFi. Employees attending any events should at all time conduct themselves in a manner that will reflect positively on StratiFi.
Vendor or Client in Attendance . Acceptance of an occasional invitation from a client or vendor for a meal or event is within the guidelines of this Policy. Moderate entertaining (such as a dinner provided by a vendor) may be appropriate.
Vendor or Client is Not in Attendance . If the vendor or client is not in attendance, the event or meal will be considered a gift. An Employee may only receive gifts of nominal value, unless the CCO grants an exception.

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Gifts Sent by StratiFi
StratiFi may send gifts to its Investors of a nominal value to commemorate a special event. Gifts may not be made by an Employee to any StratiFi Client, prospective Client, or vendor without written permission of the CCO. The CCO will determine the suitability of all gifts in advance of the gift(s) being made.

Cash Gifts
No Employee may give or accept cash gifts or cash equivalents to or from a Client, Investor, vendor or any other entity that does business with or on behalf of the firm.

Political Contributions Made by StratiFi Employees
Political contributions are subject to the policies and procedures outlined in the Policies and Procedures Manual section titled "Pay to Play." Refer to that section or speak to the CCO before making any political contributions.

9. Duties of Confidentiality
StratiFi and its Employees may receive confidential information from their Clients, issuers of securities, or other third parties. Such confidential information may include, among other things, (i) proprietary information that is not "material" or (ii) information that could be embarrassing for the Client, issuer or third party if disclosed. Even information that appears commonplace, such as the name of a Client, issuer or third party may, either alone or when coupled with other available information, constitute proprietary, sensitive or confidential information. Therefore, all information that an Employee obtains through the Firm should be considered confidential unless that information is specifically available to the public.

10. Procedures and Sanctions
10.1 Certification of Compliance
By July 30 of each year, each Employee must certify that he or she has read and understands this Code, that he or she recognizes that this Code applies to him or her, and that he or she has complied with all of the rules and requirements of this Code that apply to him or her. Attestations may be delivered directly to the CCO using Exhibit B or by using the STAR Compliance system.
10.2 Exceptions
Where the CCO determines that strict compliance with certain of the specific rules prescribed above would be detrimental to Clients' interests or the limitations on an Employee's legitimate interests that would result would not be justified by resulting protection of Clients' interests, he or she may approve particular transactions or types of transactions that do not comply with all particulars of such rules. He or she will specify the limits and basis for each such exception.
10.3 Retention or Reports and Other Records
The CCO will maintain at StratiFi's principal office for at least five years a confidential (subject to inspection by regulatory authorities) record of each reported violation of this Code and of any action taken as a result of such violation. The CCO will also cause to be maintained in appropriate places all other records relating to this Code that are required to be maintained by Rule 204-2 under the Investment Advisers Act of 1940.
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10.4 Reports of Violations
Any Employee who learns of any violation, apparent violation, or potential violation of this Code is required to advise the CCO as soon as practicable. The CEO will then take such action as may be appropriate under the circumstances.
10.5 Sanctions
Upon discovering that any Employee has failed to comply with the requirements of this Code, StratiFi may impose on that Employee whatever sanctions management considers appropriate under the circumstances, including censure, suspension, limitations on permitted activities, or termination of employment.

11. Whistleblower Policy
This policy establishes procedures for the receipt, review, and retention of complaints relating to illegal activity or activities and/or violations of StratiFi's written policies and procedures, including this Code.  The Firm is committed to complying with all applicable accounting standards, accounting controls, and audit practices.  While the Firm does not encourage frivolous complaints, the Firm does expect its officers, Employees, and agents to report any irregularities and other suspected wrongdoing regarding questionable accounting or auditing matters. It is the Firm's policy that its Employees may submit complaints of such information on a confidential and anonymous basis without fear of dismissal or retaliation of any kind. This policy applies only to reports concerning Accounting Violations (as defined in Part 3 below).

The CCO is responsible for overseeing the receipt, investigation, resolution, and retention of all complaints submitted pursuant to this policy.

This policy was adopted to:

a.
Cause violations to be disclosed before they can disrupt the business or operations of the Firm, or lead to serious loss;
 
b.
Promote a climate of accountability and full disclosure with respect to the Firm's accounting, internal controls, compliance matters, and Code of Ethics; and
 
c.
Ensure that no individual feels at a disadvantage for raising legitimate concerns.

This policy provides a means whereby individuals can safely raise, at a high level, serious concerns and disclose information that an individual believes in good faith relates to violations of the Compliance Manual, Code of Ethics, or law.
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Reporting Persons Protected
This policy and the related procedures offer protection from retaliation against officers, Employees, and agents who make any complaint with respect to perceived violations (referred to herein as a "Reporting Person"), provided the complaint is made in good faith. "Good faith" means that the Reporting Person has a reasonably held belief that the complaint made is true and has not been made either for personal gain or for any ulterior motive.
The Firm will not discharge, demote, suspend, threaten, harass, or in any manner discriminate or otherwise retaliate against any Reporting Person in the terms or conditions of his employment with the Firm based upon such Reporting Person's submitting in good faith any complaint regarding a Violation.  Any acts of retaliation against a Reporting Person will be treated by the Firm as a serious violation of Firm policy and could result in dismissal.
Scope of Complaints
The Firm encourages Employees and officers ("Inside Reporting Persons") as well as non-Employees such as agents, consultants and investors ("Outside Reporting Persons") to report irregularities and other suspected wrongdoings, including, without limitation, the following:
a.
Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Firm;
 
b.
Fraud or deliberate error in preparation and dissemination of any financial, marketing, informational, or other information or communication with regulators and/or the public;
 
c.
Deficiencies in or noncompliance with the Firm's internal controls and procedures;
 
d.
Misrepresentation or false statement to or by a senior officer of the Firm regarding any matters in violation of state and/or federal securities laws; or
 
e.
Deviation from full and fair reporting of the Firm's financial condition.
Confidentiality of Complaint
The CCO will keep the identity of any Inside Reporting Person confidential and privileged under all circumstances to the fullest extent allowed by law, unless the Inside Reporting Person has authorized the Firm to disclose his identity.
The CCO will exercise reasonable care to keep the identity of any Outside Reporting Person confidential until it launches a formal investigation.  Thereafter, the identity of the Outside Reporting Person may be kept confidential, unless confidentiality is incompatible with a fair investigation, there is an overriding reason for identifying or otherwise disclosing the identity of such person, or disclosure is required by law, such as where a governmental entity initiates an investigation of allegations contained in the complaint.  Furthermore, the identity of an Outside Reporting Person may be disclosed if it is reasonably determined that a complaint was made maliciously or recklessly.
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Submitting Complaints
Inside Reporting Persons should submit complaints in accordance with the following procedures:

1.
Complaints must be submitted in writing and mailed in a sealed envelope addressed as follows: Chief Compliance Officer, Confidential – To be Opened Only by the CCO.
 
2.
The CCO] recommends that Inside Reporting Persons use the sample Complaint Form attached to this policy when reporting violations.
 
3.
If they so desire, Inside Reporting Persons may request to discuss their complaint with the CCO by indicating such desire and including their name and telephone number in the complaint.
 
4.
Inside Reporting Persons may report violations on an anonymous basis.  The CCO urges any Employee that is considering making an anonymous complaint to strongly consider that anonymous complaints are, by their nature, susceptible to abuse, less reliable, and more difficult to resolve.  In addition, Employees considering making an anonymous complaint should be aware that there are significant rights and protections available to them if they identify themselves when making a complaint, and that these rights and protections may be lost if they make the complaint on an anonymous basis.  Therefore, the Firm encourages Employees to identify themselves when making reports of Accounting Violations.  In responding to anonymous complaints, the CCO will pay due regard to:
 
(i)
The fairness to any individual named in the anonymous complaint;
 
(ii)
The seriousness of the issue raised;
 
(iii)
The credibility of the information or allegations in the complaint, with allegations that are conclusory or that do not have a specific factual basis being likely to receive less credence; and
 
(iv)
The ability to ascertain the validity of the complaint and appropriately resolve the complaint without the assistance and cooperation of the person making the complaint.

Outside Reporting Persons should submit complaints concerning violations in accordance with the following procedures:

1.
Complaints may be submitted by e-mail to the CCO or by a written letter in a sealed envelope addressed as follows: Chief Compliance Officer, Confidential – To be Opened Only by the CCO. The CCO recommends that Outside Reporting Persons use the sample Complaint Form attached to this policy when reporting Accounting Violations.
 
2.
Outside Reporting Persons are required to disclose their identity in any complaints submitted under this policy. Complaints submitted by non-Employees on an anonymous basis may not be reviewed.
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Investigation of Complaints
Upon receipt of a complaint, the CCO (or his designated representative) will confirm the complaint pertains to a violation.  Investigations will be conducted as quickly as possible, taking into account the nature and complexity of the complaint and the issues raised therein.  Any complaints submitted pursuant to this policy that do not relate to a violation will be returned to the Reporting Person, unless the Reporting Person's identity is unknown.
1.
The CCO may enlist Employees of the Firm and outside legal, accounting and other advisors, as appropriate, to conduct an investigation of a complaint.
 
2.
The results of each investigation will be reported promptly to the Chief Executive Officer, and prompt and appropriate remedial action will be taken as warranted in the judgment of the Chief Executive Officer or as otherwise directed by the CCO. Any actions taken in response to a complaint will be reported to the Reporting Person to the extent allowed by law, unless the complaint was submitted on an anonymous basis.
 
3.
An Inside Reporting Person who is not satisfied with the outcome of the initial investigation or the remedial action taken with respect thereto, if any, may submit directly to the CCO for its review a written complaint with an explanation of why the investigation or remedial action was inadequate.  An Inside Reporting Person may submit a revised complaint on an anonymous basis in his sole discretion.  The Inside Reporting Person should forward the revised complaint to the attention of the CCO in the same manner as set out above for the original complaint.
 
4.
The CCO will review the Reporting Person's revised complaint, together with documentation of the initial investigation, and determine in its sole discretion if the revised complaint merits further investigation.  The CCO will conduct a subsequent investigation to the extent and in the manner it deems appropriate.  The CCO may enlist Employees of the Firm and outside legal, accounting and other advisors, as appropriate, to undertake the subsequent investigation.  The CCO or its designated representative will inform the Reporting Person of any remedial action taken in response to a Revised Complaint to the extent allowed by law, unless the complaint was submitted on an anonymous basis.
Retention of Complaints
The CCO will maintain all complaints received, tracking their receipt, investigation, and resolution.  All complaints and reports will be maintained in accordance with the Firm's confidentiality and document retention policies.
Unsubstantiated Allegations
If a Reporting Person makes a complaint in good faith pursuant to this policy and any facts alleged therein are not confirmed by a subsequent investigation, no action will be taken against the Reporting Person.  In submitting complaints, Reporting Persons should exercise due care to ensure the accuracy of the information reported.  If, after an investigation, it is determined that a complaint is without substance or was made for malicious or frivolous reasons or otherwise submitted in bad faith, the Reporting Person could be subject to disciplinary action. Where alleged facts reported pursuant to this policy are found to be without merit or unsubstantiated: (i) the conclusions of the investigation will be made known to both the Reporting Person, unless the complaint was submitted on an anonymous basis, and, if appropriate, to the persons against whom any allegation was made in the complaint; and (ii) the allegations will be dismissed.
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Reporting and Annual Review
The CCO will submit periodic reports to the Chief Executive Officer of all complaints and any remedial actions taken in connection therewith.  This policy will be reviewed annually by the CCO, taking into account the effectiveness of this policy in promoting the reporting of Accounting Violations of the Firm, but with a view to minimizing improper complaint submissions and investigations.
SEC Whistleblower Program
The Dodd-Frank Wall Street Reform and Consumer Protection Act provided the SEC with the authority to pay financial rewards to whistleblowers who provide new and timely information about any securities law violation. To be considered for an award, the SEC's rules require that a whistleblower must voluntarily provide the SEC with original information that leads to the successful enforcement by the SEC of a federal court or administrative action in which the SEC obtains monetary sanctions totaling more than $1 million. The final rules do not require that employee whistleblowers report violations internally in order to qualify for an award.
Under the rules, a whistleblower who provides information to the SEC is protected from employment retaliation if the whistleblower possesses a reasonable belief that the information he or she is providing relates to a possible securities law violation that has occurred, is ongoing, or is about to occur. In addition, the rules make it unlawful for anyone to interfere with a whistleblower's efforts to communicate with the SEC, including threatening to enforce a confidentiality agreement.
StratiFi's employees can report a concern directly to the SEC and StratiFi will not interfere with a whistleblower's efforts to communicate with the SEC. Further, StratiFi will comply with the anti-retaliation provisions under the SEC whistleblower rules, as discussed above.
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Rev.  7.15.2015

Code of Ethics
Validus Growth Investors, LLC
2.8 Limitations on Use.
Validus is the sole owner of all rights to this manual and it must be returned to Validus immediately upon termination of employment. The information contained herein is confidential and proprietary and may not be disclosed to any third-party or otherwise shared or disseminated in any way without the prior written approval of Validus .
SECTION 3. CODE OF ETHICS
3.1 Code of Ethics.
This Manual and the Validus Code of Ethics have been adopted to establish "best practices" and create the highest standards of ethical conduct supporting Validus' fiduciary responsibility to clients.  All employees of Validus are required to:
(a)
Promote honest and ethical conduct, including the ethical handling of actual or perceived conflicts of interest between personal and professional relationships;
 
(b)
Effect full, fair, accurate, timely and understandable disclosures in reports and documents that are provided to clients or filed or submitted to the U.S. Securities and Exchange Commission ("SEC"), state securities regulators, and in other public communications made by Validus;
 
(c)
Never place the personal interests of an associated person improperly before the interests of clients or Validus;
 
(d)
Fully comply with the written supervisory and compliance procedures contained in this Manual;
 
(e)
Fully comply with applicable federal and state laws, rules and regulations
 
(f)
Promptly report any known or perceived violations of Validus compliance policies or procedures to the Chief Compliance Officer ("CCO").

CODE OF ETHICS
ARS Investment Management, LLC
Adopted September 1, 2015
This code of ethics (the " Code of Ethics" ) has been adopted as of the date above by ARS Investment Management, LLC , a registered investment advisor and a Massachusetts Limited Liability Company (the " Advisor" ). The Advisor provides investment advisory services to the Cavalier Funds [Name of Fund] , e ach a series of shares of the Starboard Investment Trust, a Delaware statutory trust (the " Trust "). The Advisor also provides inves tment advisory services for separate account clients.
This Code of Ethics is intended to ensure that all acts, practices and courses of business engaged in by Access Persons (as such term is defined below) of the Advisor reflect high standards and comply with the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the " Advisers Act ") and Section 17(j) of the Investment Company Act of 1940 (the " Investment Company  Act" ) and Rule 17j-1 thereunder.
Section #1:   Definitions
 
A.
"Access Person" means any director, trustee, officer, general partner, President, or Advisory Person (as defined below) of the Advisor.
B.
"Advisory Person" means (1) any employee of the Advisor (or of any company in a control relationship to the Advisor) who, in connection with his or her regular functions or duties, makes, participates in, or obtains public or non-public information regarding the purchase or sale of a security (as defined in this Code of Ethics) by Clients (as defined below), or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a control relationship to the Advisor who has access to or otherwise obtains public or non-public information concerning recommendations made to Clients with regard to the purchase or sale of a security. This term includes any Portfolio Manager or Investment Personnel (as defined below). A person is not an Advisory Person (or an Access Person) simply by virtue of the following:
1.
normally assisting in the preparation of public reports, or receiving public reports, but not receiving information about current recommendations or trading; or
2.
a single instance of obtaining knowledge of current recommendations or trading activity, or infrequently and inadvertently obtaining such knowledge.
C.
"Beneficial Ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which generally speaking, encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect "pecuniary interest" (i.e., some economic benefit) from the ownership of a security. It also includes securities held by members of a person's immediate family sharing the same household; provided, however, this presumption may be rebutted. The term immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and includes adoptive relationships. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Securities to which the report relates.

D.
"Client" means each investment advisory client of the Advisor including, without limitation, the Fund.
E.
"Compliance Officer" means, with respect to the Advisor, the Advisor's Chief Compliance Officer, or such other person as may be recommended by the Advisor and appointed and designated by the Trust's Board of Trustees. The Compliance Officer shall: (a) approve transactions, receive reports and otherwise monitor compliance with this Code of Ethics and the Trust's Code of Ethics, as herein after defined, with respect to all Access Persons; (b) report at least quarterly to the Review Officer all violations of this Code of Ethics or the Trust's Code of Ethics that occurred during the past quarter; (c) report at least annually to the Board of Trustees the information listed in Section #6(D) below; and (d) perform such other duties as set forth herein.
F.
" Control" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act. Section 2(a)(9) provides that "control" means the power to exercise a controlling influence over the management or polices of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25 percent of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than 25 percent of the voting securities of any company shall be presumed not to control such company.
G.
"Covered Security" shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act, and generally includes all securities, whether publicly or privately traded, and any option, future, forward contract or other obligation involving a security or index thereof, including an instrument whose value is derived or based on any of the above (i.e., a derivative). The term Covered Security also includes any separate security, which is convertible into or exchangeable for, or which confers a right to purchase such security. A Covered Security does not include: (a) direct obligations of the Government of the United States, (b) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (c) shares of registered open-end investment companies, or (d) such other securities as may be excepted under the provisions of Rule 17j-1.
H.
"Investment Personnel" means: (1) any employee of the Advisor (or any company in a control relationship to the Advisor) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by Clients (including, without limitation, any Portfolio Manager (defined below)); and (2) any natural person who controls the Advisor and who obtains information concerning recommendations made to Clients regarding the purchase or sale of securities.
I.
"Non-Covered Security " shall mean those securities not included in the definition of Covered Securities, such as: (a) direct obligations of the Government of the United States, (b) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (c) shares of registered open-end investment companies, or (d) other securities as may be excepted under the provisions of Rule 17j-1.


J.
"Portfolio Manager" means an employee of the Advisor who is primarily responsible for the day-to-day management of Client portfolios.
K.
"Purchase or sale" for purposes of this Code of Ethics and each Appendix thereto includes, among other things, the writing of an option to purchase or sell a security.
L.
" Review Officer" means the Trust Review Officer with respect to the Trust's Code of Ethics.
M.
" Trust's Code of Ethics " means that certain code of ethics of the Trust, as amended from time to time.
N.
A "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.
O.
An " Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.
P.
A " security held or to be acquired" means: (1) any security which, within the most recent 15 days: (a) is or has been held by a Client; or (b) is or has been considered by the Advisor for purchase by a Client; and (2) any option to purchase or sell, and any security convertible into or exchangeable for, a security described in clause (1) above.
Section #2:   Legal Requirement
Rule 17j-1 under the Investment Company Act makes it unlawful for the Advisor, as investment advisor of the Fund, or any affiliated person of the Advisor in connection with the purchase and sale by such person of a security held or to be acquired by the Fund:
A.
To employ any device, scheme or artifice to defraud the Fund;
B.
To make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
C.
To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Fund; or
D.
To engage in any manipulative practice with respect to the Fund.
To assure compliance with these restrictions, the Advisor adopts and agrees to be governed by the provisions contained in this Code of Ethics.


Section #3:   General Principles
The Advisor and each of its Access Persons shall be governed by the following principles:
A.
The interests of Clients are paramount and come before the interests of any Access Person or employee of the Advisor;
B.
No Access Person shall engage in any act, practice or course of conduct that would violate the provisions of Rule 17j-1 set forth above or Rule 204A-1;
C.
Personal investing activities of all Access Persons shall be conducted consistent with the Code of Ethics and in a manner that shall avoid actual or potential conflicts of interest with Clients or any abuse of an individual's position of trust and responsibility;
D.
Investment Personnel shall not use such positions, or any investment opportunities presented by virtue of such positions, to the detriment of Clients; and
E.
Directors, officers, and employees of the Advisor shall comply with applicable federal securities laws.
Section #4:   Substantive Restrictions
A.
Blackout Periods. The price paid or received by any Client for any investment should not be affected by a buying or selling interest on the part of an Access Person, or otherwise result in an inappropriate advantage to the Access Person. To that end:
1.
No Access Person shall enter an order for the purchase or sale of a Covered Security on the day during which a Client has a pending buy or sell order in that same security until after the Client's order is executed or withdrawn; and
2.
A Portfolio Manager of the Advisor may not buy or sell a Covered Security within 1 business day before or after a Client trades in the same Covered Security, unless the Applicable Review Officer determines that it is clear that, in view of the nature of the investment and the market for such investment, the order will not affect the price paid or received by the Client.
The following is an exemption from the Blackout Periods:
S ame Day Trade Exemption . If any Access Person (including Investment Personnel) requests to make a trade in the same Covered Security on the same day through the same broker as a Client's account, the trade may be made as part of an aggregated block trade with the Client's account through the broker. Broker-specific blocks will be placed by the trader in a rotating sequence so that, over time, no group of Clients is disadvantaged by the timing of the executions. If the entire aggregated block order is not filled, then the trader will allocate the fills on a pro rata basis with Access Person accounts the first to receive no securities. When such trades are completed, the prices for each broker-specific block of trades will be separately averaged, and all accounts that traded through a particular broker will receive the same price. Commissions will be charged to each account in accordance with the broker's policy; provided, however, that if the entire block receives a single commission then the commission shall be apportioned pro rata among all participating accounts.


B.
Disclosure of Interested Transactions. No Access Person shall recommend any transactions with respect to a Covered Security by any Client without first disclosing his or her interest, if any, in such Covered Securities or the issuer thereof, including without limitation:
1.
any direct or indirect Beneficial Ownership of any Covered Securities of such issuer;
2.
any contemplated transaction by such Access Person in such Covered Securities;
3.
any position with the issuer of the Covered Securities or its affiliates; and
4.
any present or proposed business relationship between the issuer of the Covered Securities or its affiliates and such Access Person or any entity in which such Access Person has a significant interest.
C.
Initial Public Offerings ("IPOs" ). No Investment Personnel shall acquire, directly or indirectly, any Beneficial Ownership in any IPO with respect to any security without first obtaining prior approval of the Compliance Officer, which Compliance Officer: (a) has been provided by such Investment Personnel with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Investment Personnel's activities on behalf of the Fund or any other Client); and (b) has concluded, after consultation with other Investment Personnel of the Trust or the Fund (who have no personal interest in the issuer involved in the IPO) and the applicable Portfolio Managers for any applicable Client account, that no Client account has a foreseeable interest in purchasing such security. Records of such approvals by the Compliance Officer and the reasons supporting those decisions must be kept as required in Section #8.
D.
Limited Offerings . No Investment Personnel shall acquire, directly or indirectly, Beneficial Ownership of any security in a Limited Offering without first obtaining the prior written approval of the applicable Compliance Officer of the Advisor, which Compliance Officer: (a) has been provided by such Investment Personnel with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Investment Personnel's activities on behalf of the Fund or any other Client); and (b) has concluded, after consultation with other Investment Personnel of the Trust or the Fund (who have no personal interest in the issuer involved in the IPO) and the applicable Portfolio Managers for any applicable Client account, that no Client account has a foreseeable interest in purchasing such security. Records of such approvals by the Compliance Officer and the reasons supporting those decisions must be kept as required in Section #8.
E.
Acceptance of Gifts . Investment Personnel must not accept gifts of more than a de-minimis value (currently $100 or less) from any entity doing business with or on behalf of the Trust, the Fund or the Advisor, unless pre-approved by the Compliance Officer.
F.
Service on Boards . Investment Personnel shall not serve on the boards of directors of publicly traded companies, or in any similar capacity, abs ent the prior approval of such service by the Compliance Officer following   the receipt of a written request for such approval. In the event such a request is approved, procedures shall be developed to avoid potential conflicts of interest.


G.
Short Term Trades. No Investment Personnel may profit from the purchase and sale or sale and purchase of any security within a 60 calendar day period, unless the purchase and sale was authorized by the Compliance Officer.
H.
Exemptions. The restrictions of this Section #4 shall not apply to the following transactions unless the Compliance Officer determines that such transactions violate the provisions of Section #3 of this Code of Ethics:
1.
purchases, sales or other transactions effected in any account over which such person has no direct or indirect influence or control;
2.
purchases that are part of an automatic dividend reinvestment plan;
3.
purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;
4.
any equity securities transaction, or series of related transactions effected over a 30 calendar day period, involving 500 shares or less in the aggregate, if:
a)
the Access Person has no prior knowledge of activity in such security by any Client; and
b)
the issuer is listed on the New York Stock Exchange or has a market capitalization (outstanding shares multiplied by the current price per share) greater than $1 billion (or a corresponding market capitalization in foreign markets); and
5.
any fixed income securities transactions, or series of related transactions effected over a 30 calendar day period, involving 100 units ($100,000 principal amount) or less in the aggregate, if the Access Person has no prior knowledge of transactions in such securities by any Client.
I.
Case-by-Case Exemptions .  Because no written policy can provide for every possible contingency, the Compliance Officer may, in his or her sole discretion , grant exemptions from the restrictions on trading set forth in this Section #4 in response to prior written requests on a case-by-case basis. Exceptions will only be granted in those cases in which the Compliance Officer determines that granting the request for the proposed transaction does not create a conflict of interest or violate the principles of this Code of Ethics. The Compliance Officer shall maintain a written record of any case-by-case exemption so granted.
Section #5:   Procedures
 
A.
Reporting. In order to provide the Advisor with information to enable it to determine with reasonable assurance whether the provisions of Rule 204A-1 and Rule 17j-1 are being observed by its Access Persons, each Access Person of the Advisor shall submit the following reports in the forms or substantially similar to the forms attached hereto as Exhibits A-D  to the Compliance Officer (or his or her delegate) showing all transactions in securities in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership except for exempt transactions listed in Section IV.H.(1) above:


1.
Initial Holdings Report. On the form provided in Exhibit A attached hereto (or  similar form) every Access Person must report to the Compliance Officer no later than 10 days after that person becomes an Access Person, the following information:
a)
the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person;
b)
the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities, including Covered Securities, held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
c)
the date that the report is submitted by the Access Person.
The information in the Initial Holdings Report must be current as of a date within 45 days before the report is submitted.
 
2.
Quarterly Transaction Reports. Quarterly securities transaction reports, on each of the forms provided in Exhibits B and C attached hereto (or similar forms) shall be made by every Access Person no later than 30 days after the end of each calendar quarter. No such periodic report needs to be made if the report would duplicate information required to be recorded under Rule 204-2(a)(12) or Rule 204-2(a)(13) under the Advisers Act, or information contained in broker trade confirmations or account statements received by the Compliance Officer no later than 30 days after the end of each calendar quarter and/or information  contained in the Advisor's records. The forms shall contain the following information:
a)
with respect to any transaction during the quarter in a Covered Security in which the Access Person has a direct or indirect Beneficial Ownership, the following information is required to be provided on the form in Exhibit B   attached hereto (or similar form):
(i)
the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership;
(ii)
the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
(iii)
the price of the Covered Security at which the transaction was effected;
(iv)
the name of the broker, dealer, or bank with or through whom the transaction was effected;


(v)
the date that the report is submitted by the Access Person; and
 
a)
with respect to any new account established by the Access Person in which securities were held during the quarter for the direct or indirect benefit of the Access Person, the following information is required to be provided on the form in Exhibit C  attached hereto (or similar form):
 
(i)
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 report is submitted by the Access Person.
 
1.
Annual Reports . Every Access Person must annually report to the Compliance Officer on the form provided in Exhibit D   attached hereto (or similar form), no later than 45 days after the end of each calendar year, the following information (which information must be current as of a date no more than 45 days before the report is submitted):
 
a)
the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership;
 
b)
the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities, including Covered Securities, are held for the direct or indirect benefit of the Access Person; and
 
c)
the date that the report is submitted by the Access Person.
 
A.
Duplicate Copies . Each Access Person, with respect to each brokerage account in which such Access Person has any beneficial interest shall arrange that the broker shall mail directly to the Compliance Officer at the same time they are mailed or furnished to such Access Person:
 
1.
duplicate copies of the broker's trade confirmation covering each transaction in securities in such account; and
 
2.
copies of periodic statements with respect to the account;
 
provided, however, that such duplicate copies need not be filed for transactions involving Non-Covered Securities.
 
A Form of Brokerage Letter is attached to this Code of Ethics as Exhibit  E   attached hereto. In order to help ensure that duplicate brokerage confirmations are received for all accounts pertaining to an Access Person, such Access Person is required to complete and send a brokerage letter similar to Exhibit E   annually to each brokerage maintaining an account on behalf of the Access Person.
 
 

 
These requirements in this Section#5.B. may be waived by the Compliance Officer in certain situations when the Compliance Officer determines that duplicate copies are unnecessary.
 
C.
Notification; Annual Certification . The Compliance Officer (or his or her delegate) shall notify each Access Person of the Advisor who may be required to take reports pursuant to this Code of Ethics, that such person is subject to reporting requirements and shall deliver a copy of this Code of Ethics to each such person. The Compliance Officer shall annually obtain written assurances in the form attached hereto as Exhibit F   (or similar form) from each Access Person that he or she is aware of his or her obligations under this Code of Ethics and has complied with the Code of Ethics and with its reporting requirements .
 
D.
Disclaimer of Beneficial Ownership . Any report under this section may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.
 
Section #6:   Review and Enforcement
 
A.   Review.
 
1.
The Compliance Officer (or his or her delegate) shall from time to time review the reported personal securities transactions of Access Persons for compliance with the requirements of this Code of Ethics.
 
2.
If the Compliance Officer (or his or her delegate) determines that a violation of this Code of Ethics may have occurred, before making a final determination that a material violation has been committed by an individual, the Compliance Officer (or his or her delegate) may give such person an opportunity to supply additional information regarding the matter in question.
 
3.
Notwithstanding (1) and (2) above, the Advisor's President or his or her delegate) shall review reports and trading activity of the Compliance Officer under the terms of this Code of Ethics.
 
B.
Enforcement.
 
1.
If any violation of this Code of Ethics is determined to have occurred, the Compliance Officer (or the Board of Directors of the Advisor, if they so choose) may impose sanctions and take such other actions as he or she deems appropriate, including, among other things, requiring that the trades in question be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, and/or terminating employment for cause. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits or gifts forfeited shall be paid to the applicable Fund for the benefit of its shareholders or given to a charity, as the Compliance Officer (or Board of Directors of the Advisor) shall determine is appropriate.
 
2.
If the Compliance Officer (or his or her delegate) determines that a material violation of this Code  of  Ethics  has  occurred,  he  or  she  shall  promptly  report  the  violation  and  any enforcement action taken to the President of the Advisor and, if it involves the Trust or Fund, to either the Trust's Review Officer or the Chairman of the Trust's Board of Trustees.
 

3.
No person shall participate in a determination of whether he or she has committed a violation of this Code of Ethics or in the imposition of any sanction against himself or herself.
 
C.
Reporting to the Trust's Review Officer. At least quarterly, the Compliance Officer (or his or her delegate) shall furnish the Trust's Review Officer with a report with respect to any violations of this Code of Ethics or the Trust's Code of Ethics involving the Trust or Fund, any procedures or sanctions imposed in response to the violations and such other information as may be requested by the Trust's Review Officer.
 
D.
Reporting to Board . At least annually, the Advisor shall furnish to the Trust's Board of Trustees a written report that:
 
1.
Describes any issues arising under the Code of Ethics or procedures since the last report to the Trust's Board of Trustees relating to the Trust or the Fund, including, but not limited to, information about any violations of the Code of Ethics or procedures and sanctions imposed in response to the violations; and
 
2.
Certifies in the form provided in Exhibit G   (or a similar form) that the Advisor has adopted procedures reasonably necessary to prevent Access Persons from violating this Code of Ethics.
 
 
Section #7:   Insider Trading Policies
 
The purpose of the policies and procedures in this Section VII (the "Insider Trading Policies") is to detect and prevent "insider trading" by any person associated with the Advisor. The term "insider trading" is not defined in the securities laws, but generally refers to the use of material, non-public information to trade in securities or the communication of material, non-public information to others.
 
A.
General Policy
 
1.
Prohibited Activities
 
All officers, directors and employees of the Advisor, including contract, temporary, or part- time personnel, or any other person associated with the Advisor, are prohibited from the following activities:
 
a)
trading or recommending trading in securities for any account (personal or client) while in possession of material, non-public information about the issuer of the securities; or
 
b)
communicating material, non-public information about the issuer of any securities to any other person.
 
The activities described above are not only violations of these Insider Trading Policies, but also may be violations of applicable law.


2.
Reporting of Material, Non-Public Information
 
All officers, interested directors and employees who possess or believe that they may possess material, non-public information about any issuer of securities must report the matter immediately to the Compliance Officer. The Compliance Officer will review the matter and provide further instructions regarding appropriate handling of the information to the reporting individual.
 
B.
Material Information, Non-Public Information, Insider Trading and Insiders
 
1.
Material Information. "Material information" generally includes:
 
·
any information that a reasonable investor would likely consider important in making his or her investment decision; or
 
·
any information that is reasonably certain to have a substantial effect on the price of a company's securities.
 
Examples of material information include the following: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments.
 
2.
Non-Public   Information.   Information   is   "non-public"   until   it   has   been   effectively communicated to the market and the market has had time to "absorb" the information. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters Economic Services, The  Wall  St re et  Journal  or  other publications of general circulation would be considered public.
 
3.
Insider Trading. While the law concerning "insider trading" is not static, it generally prohibits: (1) trading by an insider while in possession of material, non-public information; (2) trading by non-insiders while in possession of material, non-public information, where the information was either disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; and (3) communicating material, non-public information to others.
 
4.
Insiders. The concept of "insider" is broad, and includes all employees of a company. In addition, any person may be a temporary insider if she/he enters into a special, confidential relationship with a company in the conduct of a company's affairs and as a result has access to information solely for the company's purposes. Any person associated with the Advisor may become a temporary insider for a company it advises or for which it performs other services. Temporary insiders may also include the following: a company's attorneys, accountants, consultants, bank lending officers and the employees of such organizations.
 
C.
Penalties for Insider Trading
 
The legal consequences for trading on or communicating material, non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he/she does not personally benefit from the violation. Penalties may include:


·
civil injunctions;
 
·
jail sentences;
 
·
revocation of applicable securities-related registrations and licenses;
 
·
fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and
 
·
fines for the employee or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.
 
In addition, management will impose serious sanctions on any person who violates the Insider Trading Policies. These sanctions may include suspension or dismissal of the person or persons involved.
 
Section #8:   Records
 
The Advisor shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of the Securities and Exchange Commission or the Trust's Board of Trustees.
 
A.
A copy of this Code of Ethics and any other code of ethics which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;
 
B.
A record of any violation of this Code of Ethics and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;
 
C.
A copy of each report made pursuant to this Code of Ethics by an Access Person, including any information provided in lieu of reports, shall be preserved by the Advisor for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place;
 
D.
A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code of Ethics, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;
 
E.
A copy of each report under Section V.C of this Code of Ethics to the Trust's Board of Trustees shall be preserved by the Advisor for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place; and
 
F.
The Advisor shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition by Investment Personnel of securities under Section IV.C and D of this Code of Ethics for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place;


G.
Any other information as may be required by Rule 17j-1(f) or Rule 204A-1.
 
 
Section #9:   Exemption for Disinterested Directors and Trustees of Advisor
 
Notwithstanding anything to the contrary herein, no disinterested director or trustee of the Advisor need comply with the restrictions of Section #4, the reporting requirements under Section #5 nor the insider trading policies under Section #7, unless the disinterested director or trustee knew at the time of the transaction, or in the ordinary course of fulfilling his/her official duties as director or trustee, or should have known, that during the 15-day period immediately preceding or following the date of the transaction (or such other period prescribed by applicable law) that a Covered Security was purchased or sold, or was being considered for purchase or sale, by any Fund. For purposes hereof, the term "disinterested director or trustee" shall mean a director or trustee who has no ownership interest in the Advisor (or any company in a control relationship thereto).
 
Section #10:   Confidentiality
 
All reports of securities transactions and any other information filed with the Advisor pursuant to this Code of Ethics, shall be treated as confidential, except that the same may be disclosed to the Advisor's officers, Board of Directors, and legal counsel, to employees of the Advisor on an as needed basis as determined by the Compliance Officer or the Advisor's President, to the Trust's Board of Trustees and legal counsel, to any regulatory or self-regulatory authority or agency upon its request, or as required by law or court or administrative order.
 
Section #11:   Amendment
 
The Board of Directors of the Advisor may from time to time amend this Code of Ethics, and/or adopt such interpretations of this Code of Ethics as it deems appropriate provided, however, the Trust's Board of Trustees, including a majority of the Disinterested Trustees (as defined in the Trust's Code of Ethics) must approve any material change to this Code of Ethics within six (6) months after adoption of the material change to this Code of Ethics.


EXHIBIT A
INITIAL SECURITIES HOLDINGS REPORT
To the Compliance Officer:
 
As of the below date, I held positions in the securities listed below (including, without limitation, securities listed on the sheets attached hereto) in which I may be deemed to have a direct or indirect Beneficial Ownership, and which are required to be reported pursuant to the Code of Ethics:

Security or Account name*
No. of Shares
Principal
Amount
Broker/Dealer or Bank Where Account is
Held
       
       
       
       
       
       
       
       
       

* All accounts must be listed (including accounts with Non-Covered Securities).
 
This report (i) excludes holdings with respect to which I had no direct or indirect influence or control, and  (ii) is not an admission that I have or had any direct or indirect Beneficial Ownership in the securities listed above.

Date:  ____________________________
 
Signature:  _________________________
 
Print Name:  ________________________
 
Cavalier Investments, Inc.
CODE OF ETHICS

Preamble
The interests of our clients, and the interests of shareholders of the funds we advise, are, at all times, our highest priority. In order to maintain this priority, all personal securities transactions are conducted in a manner consistent with this Code of Ethics (the "Code"). We are committed to maintaining the integrity of our business by exercising vigilance in the avoidance of all actual or potential conflicts of interest or abuses of our position of trust and responsibility.
As an investment adviser, we owe a fiduciary duty to each of our clients and the shareholders of the funds that we advise. Included in this duty is the duty of loyalty whereby we must place our clients' interests first, conduct all of our securities transactions in compliance with this Code and avoid taking any positions that are against our clients' interests.
The Code should be read in conjunction with this Preamble.
Section 1: Definitions
All definitions shall be interpreted pursuant to the Investment Company Act of 1940 (the "1940 Act") and its Rule 17j-1, and the Investment Advisers Act and its Rule 204-(2).
(A)
"Adviser" means Cavalier Investments, and any firm which controls, is controlled by, or is under common control with Adviser and any other firm adopting this Code.

(B)
"Access Person" means any director, officer, general partner, or Advisory Person of the Adviser or a Fund. Access Person shall not include:

(1)
disinterested Directors who are Access Persons solely by reason of being a Director of a Fund; or
(2)
Officers of a Fund who are Access Persons solely by reason of being an Officer of a Fund;
if such Disinterested Directors and Officers do not, in connection with their regular functions or duties, obtain information regarding the purchase or sale of a security by that Fund prior to disclosure in a regular meeting of Directors.*
(C)
"Advisory Person" means
(1)
any employee of the Adviser or a Fund who, in connection with his/her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by a Client, or whose functions relate to the making of any recommenda-tions with respect to such purchases or sales;
(2)
any natural person in a control relationship to the Adviser or a Fund who obtains information concerning recommendations made to such company with regard to the purchase of a Covered Security; or
 

(3)
any person who obtains information concerning any recommendations or executions of Client transactions in Covered Securities and has been designated by the Chief Compliance Officer as an Advisory Person.*
* This Code requires the Chief Compliance Officer to maintain a list of all Access Persons and Advisory Persons and to provide these persons with notice of their status.
(D)
"Security held or to be Acquired by a Client" means:
(1)
any Covered Security which, within the most recent 15 days:
(a) is or has been held by a Client; or
(b) is being or has been seriously considered for purchase by a Client; and
(2)
any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in part (i) of this section.
A Covered Security is seriously considered for purchase by a Client when a recommendation to purchase or sell a Covered Security has been communicated to a portfolio manager for a Client and the portfolio manager is considering the recommendation. A Covered Security is not being seriously considered for purchase by a Client solely by reason of that Covered Security being subject to normal review procedures applicable to portfolio securities of the Client, or normal review procedures which are part of a general industrial or business study, review, survey or research or monitoring of securities markets.
(E)
"Beneficial Owner" shall be determined in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.
(F)
"Client" means any party for whom the Adviser provides investment advisory services. Clients include Funds, whether or not the Adviser serves as the primary investment adviser or serves as sub-adviser.

(G)
"Chief Compliance Officer" or "CCO" shall mean an Adviser's designated Chief Compliance Officer or, in the case of such designated Chief Compliance Officer's unavailability or inability to act, any officer of the Adviser designated to act in such circumstances.

(H)
"Control" shall have the same meaning as set forth in Section 2(a)(9) of the 1940 Act.
 
(I)
"Covered Security" means a security as defined in Section 2(a)(36) of the 1940 Act , except that it does not include: (1) direct obligations of the Government of the United States, (2) banker's acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements; and (3) shares issued by open-end funds registered under the 1940 Act other than funds advised by the Adviser.


(J)
"Disinterested Director" means a director of a Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

(K)
"Fund" means each investment company and for whom the Adviser serves as the investment adviser and manages such entities daily business affairs.

(L)
"Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 505, or Rule 506,

(M)
"Purchase or Sale of a Covered Security" includes, inter alia , the writing of an option to purchase or sell a Covered Security.

(N)
"Supervised Person" means any employee, director, officer, general partner, or Advisory Person of the Adviser.

Section 2: Unlawful Actions
No Access Person, in connection with the purchase or sale of any Security Held or to be acquired by a Client shall
(A)
employ any device, scheme or artifice to defraud a Client;
(B)
make any untrue statement of a material fact (or omit to state a material fact necessary in order to make the statements made not misleading) to an Adviser employee making investment decisions or to an Adviser officer investigating securities transactions;
(C)
engage in any act, practice or course of business that operates or would operate as a fraud or deceit to a Client; or
(D)
engage in any manipulative practice with respect to a Client.

Section 3: Prohibited Purchases and Sales
(A)
Pre-Clearing . No Access Person shall, directly or indirectly, purchase or sell any Covered Security (or any security sold in a Limited Offering) in which such person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership without the prior approval of the CCO. The CCO shall pre-clear his personal transactions in any Covered Security (or any security sold in a Limited Offering) with a senior officer designated by Adviser.

(B)
Initial Public Offerings . No Access Person shall acquire any Securities in an initial public offering.

(C)
Fifteen Day Trading Window . No Access Person shall, directly or indirectly, purchase or sell any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, and which to his or her actual knowledge at the time of such purchase or sale is being seriously considered for purchase or sale by or for a Client, or is the subject of a pending buy or sell order by a Client, or is programmed for purchase or sale by or for a Client; or was purchased or sold by or for a Client within the fifteen (15) calendar day period preceding or following the purchase or sale by such Access Person.


(D)
Sanctions . Upon discovering a violation of Section 3(A) of this Code, the CCO shall impose a fine in an amount he or she deems appropriate. Upon discovering a violation of Sections 2, 3(B) or 3(C) of this Code, the Adviser and the Board of Trustees of any Fund affected by such violation may impose such sanctions as each deems appropriate, including, inter alia, monetary sanctions, a letter of censure or suspension or termination of the employment of the violator, civil referral to the SEC or other civil regulatory authorities, or criminal referral.

(E)
For purposes of the prohibitions in Section 3 of this Code on purchases and sales of certain Securities, "directly or indirectly" shall be deemed to include within such prohibitions any transaction involving any other substantially similar Covered Securities of the same issuer, and any derivatives of such Covered Security.

Section 4: Exempted Transactions
(A)
Blue Chip Exemption. The prohibitions of Section 3(A) of this Code shall not apply to any purchase or sale, or series of related transactions, involving less than $50,000 of the securities of a company listed either on a national securities exchange or traded over the counter and having a market capitalization exceeding $5 billion. A series of transactions in the securities of a company shall be deemed to be related if occurring within fifteen days, and shall be deemed not to be related if occurring more than 30 days apart.

(B)
The prohibitions of Section 3 of this Code shall not apply to:
 
(1)
No Control . Purchases or sales effected for any account over which the Access Person has no direct or indirect influence or control.
(2)
Automatic Dividend Reinvestment Plan . Purchases that are part of an automatic dividend reinvestment plan.
(3)
Pro Rata Rights . Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.
(4)
Systematic Investment Plan . Purchases effected through a systematic investment plan involving the automatic investment of a predetermined amount on predetermined dates, provided the CCO has been previously notified by the employee that he or she (or his or her spouse) will be participating in the plan.
(5)
Gifts . Subject to the provisions of Sections 8, 9 and 10, the giving or receiving of any security as a gift.
(6)
Futures Contracts, Options on Futures Contracts . Any purchase or sale involving futures contracts on broad securities indices, such as the S&P, or interest rate futures contracts, or options on such futures contracts.
Section 5: Limited Offerings
In reviewing requests for approval of a transaction by an Access Person involving a limited offering, the CCO shall take into account, among other factors, whether the investment opportunity should be reserved for a Client, and whether the opportunity is being offered to such Access Person by virtue of his or her position with the Adviser.

An Advisory Person who has been authorized to acquire Securities in a limited offering shall be required to disclose such investment when that Advisory Person plays a part in any Fund's subsequent consideration of an investment in the issuer. Any such consideration of an investment in the issuer shall be subject to review by Advisory Persons with no personal interest in the issuer.
Section 6: Insider Trading
These procedures are intended to prevent the use of material, nonpublic information by Supervised Persons and to prevent, detect and correct any violations of the prohibition on insider trading. Evermore Global Advisors strictly prohibits trading while in possession of material, nonpublic information, tipping of nonpublic information, and scalping by all Supervised Persons for their personal accounts or for Advisory Clients.
(A)
Overview
Insider trading is based on a simple, well-established principle: if you receive material, nonpublic information about a public company from any source, you are prohibited from discussing or acting on that information .
Under the Advisers Act, the SEC may sue any person (or any person who controls or supervises such person) who trades while in possession of "material, nonpublic information" or who communicates or "tips" such information. Trading the securities of any company while in possession of material, nonpublic information about that company is generally prohibited by the securities laws of the United States and Firm policy. Under insider trading laws, a person or company that illegally trades in securities of a company while in possession of material, nonpublic information about that company may be subject to severe sanctions, including civil penalties, fines and imprisonment.
The rules contained in this Code apply to securities trading and information handled by Supervised Persons of Evermore Global Advisors. The law of insider trading is complicated and continuously developing. Individuals may be uncertain about the application of insider trading rules in some circumstances and any questions about insider trading rules should be addressed with the CCO. You must notify the CCO immediately if you have any reason to believe that insider trading has occurred or is about to occur.
(B)
Policy on Insider Trading
No person to whom these procedures apply may trade, either personally or on behalf of others (such as Advisory Client accounts managed by Cavalier), while in possession of material, nonpublic information, nor may any Supervised Person communicate material, nonpublic information to others in violation of the law.
(1)
Who is an Insider?
Corporate insiders who possess material, nonpublic information about a corporation may be required either to disclose that information to the investing public or to refrain from passing such information along to others, trading in or recommending the purchase or sale of the corporation's securities. Similarly, as a general rule, those to whom corporate insiders "tip" material, nonpublic information must refrain from passing such information along to others, trading in or recommending the corporation's securities. In addition, under most circumstances, tipping or trading on material, nonpublic information about a tender offer may violate the rules of the SEC. Tipping may include spreading rumors about potential tender offers. For example, personnel may not pass along a rumor regarding a tender offer to those who are likely to trade on the information or further spread the rumor if the rumor emanated, directly or indirectly, from someone connected with the target, the offeror, or their respective officers, directors, partners, employees or persons acting on their behalf, even if such information was inadvertently communicated.

(2)
What is Material Information?
The question of whether information is material is not always easily resolved. Generally, the courts have held that a fact is material if there is substantial likelihood that a reasonable investor would consider the information "important" in making an investment decision. As such, material information would include information which would likely affect the market price of any securities, or which would likely be considered important by a reasonable investor in determining whether to buy, sell or hold such securities. Examples of material information may include the following:
·
Significant dividend increases or decreases
·
Significant earnings information or estimates
·
Significant changes in earnings information or estimates previously released by a company
·
Significant expansion or curtailment of operations
·
Significant increases or declines in orders
·
Significant merger, acquisition or divestiture proposals or agreements
·
Significant new products or discoveries
·
Extraordinary borrowing
·
Major litigation
·
Significant liquidity problems
·
Extraordinary management developments
·
Purchase or sale of substantial assets
·
Capital restructuring, such as exchange offers
·
Block and/or Restricted Securities transactions

Material information also may relate to the market for a company's securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the U.S. Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal's "Heard on the Street" column.
You should also be aware of the SEC's position that the term "material, nonpublic information" relates not only to issuers but also to Cavalier's securities recommendations and client securities holdings and transactions.
(3)
What is Nonpublic Information?
Information is "nonpublic" if it has not been disclosed generally to the investing public. Information is made public if it has been broadly disseminated and made available to the general public by publication in the newspapers or other media or if it has been the subject of a press release addressing the general investing public. However, information is not necessarily made public merely because such information is communicated through rumors or other unofficial statements in the marketplace.

(4)
Identifying Inside Information
Before executing any trade for yourself or others, including private accounts managed by Cavalier, you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:
·
Prior to taking any action, report the information and proposed trade immediately to the CCO;
·
Do not purchase or sell the securities on behalf of yourself or others, including private accounts managed by the firm;
·
Do not communicate the information inside or outside the firm, other than to the CCO; and
·
After the CCO has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.
You should consult with the CCO before taking any action or engaging in any transaction which inside information may have been provided. This degree of caution will protect you, our clients, and the firm.

The CCO shall use the following reviews and procedures to detect any possible trading on inside information:
·
review of the personal securities statements for all Supervised Persons and any related accounts;
·
review of trading activity in Advisory Client accounts;
·
investigation of any circumstances about any possible receipt, trading or other use of inside information.

Section 7: Disgorgement by Access Persons of Certain Short-Term Trading Profits
(A)
No Access Person shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 calendar days. Any profits realized by such Access Person on such short-term trades shall be disgorged.

(B)
Any profits realized by an Access Person on trades made in violation of Section 3(C) of this Code (the Fifteen Day Trading Window) shall be disgorged.

Section 8: Gifts
In addition to those provisions of the FINRA Rules of Fair Practice or similar ethical rules relating to the receipt of gifts and other benefits, all Access Persons are prohibited from receiving any gift, gratuity, favor award or other item or benefit having a market value in excess of $100 per person, per year, from or on behalf of any person or entity that does, or seeks to do, business with or on behalf of the Adviser or its Clients. Business-related entertainment such as meals, tickets to the theater or a sporting event that are infrequent and of a non-lavish nature are excepted from this prohibition.

Note: Any gift received from someone seeking to do or doing business with a Cavalier Fund must be submitted to the CCO for prior approval, regardless of the amount of the gift. Section 17(e) of the Investment Company Act prohibits affiliated persons of a registered investment company from accepting any compensation (other than salary or wages) for the purchase of sale of any property to or from the Fund. Employees of the Adviser are considered affiliated persons.
Gifts/Entertainment from Brokers: The objective of Section 17(e)(1) is to prevent persons affiliated with registered investment companies from having conflicts of interest impair their judgment and loyalty. A violation of Section 17(e)(1) of the Investment Company Act occurs upon receipt of compensation.  Entertainment and gifts paid to a Adviser/Sub-Adviser or affiliated persons of Adviser/Sub-Adviser by brokers who executed securities transactions on behalf of Adviser's/Sub-Adviser's Fund Client at times may be deemed to be "compensation" prohibited under Section 17(e)(1).
The SEC staff has addressed this issue in IM Guidance Update No. 2015-1 (February 2015).  The Adviser/Sub-Adviser and its affiliated persons are not permitted to receive entertainment and gifts from any broker executing securities transactions on behalf of a Fund Client or a broker the Adviser/Sub-Adviser is considering doing business with on behalf of Fund Clients. For purposes of this policy, (i) broker-sponsored meetings with corporate management teams for the purpose of discussing or evaluating investments on behalf of Adviser's clients where food and beverages may be served and (ii) business meals with brokers, their analysts, investment bankers, or corporate clients for the purpose of discussing or evaluating investments on behalf of Adviser's clients are not deemed to be "compensation" which is prohibited under Section 17(e)(1). 
Therefore, any Covered Person of Cavalier receiving entertainment or gifts from a broker must report such receipt immediately to the CCO. The CCO must make a determination if the receipt of such entertainment or gifts is a violation of Section 17(e)(1). If the CCO determines there is no connection between the entertainment or gift(s) received and the use of the broker that provided the entertainment or gift(s), then it will not deem the receipt of such entertainment or gift(s) to be a violation of Section 17(e)(1).  The CCO can also consult with Adviser's/Sub-Adviser's or Fund counsel to assist in making the determination of a nexus between the receipt of entertainment or gift(s) and the use of the broker executing securities transactions on behalf of Fund.

Section 9: Additional Labor Organization Reporting Requirements
In addition, any gifts, entertainment, any payment of money or anything of value made directly or indirectly by you to a labor organization or officer, agent, shop steward, or other representative or employee of any labor organization (including union officials serving in some capacity to a Taft-Hartley Plan) must be reported to the Chief Compliance Officer. All items regardless of the amount or value must be reported. Following are examples of potentially reportable items:

·   Meals
·   Golf (including charity golf tournaments
·   Gifts (e.g., holiday gifts)
·   Hole sponsorships for golf tournament
·   Travel and lodging costs
·   Advertising at union or Taft-Hartley fund related functions
·   Bar bills
·   Sponsorship of conferences, picnics, other events
·   Sporting event tickets
·   Donations to charities or scholarship funds
·   Theater tickers
·   Conferences attended by officials, Supervised Persons, etc.
·   Clothing or equipment
·   Receptions attended by officials, Supervised Persons
·   Raffle donations
·   Donations for apprenticeship graduation dinners
·   Retirement dinners
 

Section 10: Additional Government Employees and Officials Reporting Requirements
Any gifts, entertainment, any payment of money or anything of value made directly or indirectly by you to a government employee or government official must be reported to the CCO. All items regardless of the amount or value must be reported.
In the United States, there are specific laws governing gifts and entertainment for government officials. Under the Foreign Corrupt Practices Act (FCPA), Bank Bribery Law, Elections Law and other applicable legal authority, severe penalties may be imposed on the Firm and on individuals who violate these laws and regulations. Similar laws and regulations may also apply in other jurisdictions where Cavalier may conduct business.
Inside the United States - In the U.S., a business gift may not be given to any state, federal or other government employee or official unless previously coordinated with and approved by the CCO. Business entertainment hosted for any state, federal or other government employee or official must also be approved by the CCO PRIOR to extending the invitation.


U.S. federal law, and Congressional rules, covering lobbying, disclosure and ethics ban most gifts to members and their staff, and contain substantial periodic disclosure requirements. Disclosure provisions also cover executive branch officials. Congress has registered its intention and sense that certain provisions apply also concerning the executive and judicial branch. Because of the complexity of the requirements, it is critical to work with Government Relations contacts prior to ANY business gifts or business entertainment activity involving U.S. federal government officials. Whether you are considering providing gifts, entertainment, attendance at an event, or even local travel, you must confirm applicable rules and required reporting with Government Relations prior to any activity with federal officials, even those activities that you might consider incidental, such as a modest meal, local transportation, or a nominal value exempt item. Most company logo items will be acceptable gifts, but may still be reportable; and Government Relations should first be consulted.
Outside the United States - In jurisdictions other than the United States, a business gift to government employees and officials must be permissible under local law, must not violate the FCPA, must be related to a business purpose and expected by the Company as part of your responsibilities. Business entertainment must also meet the same standards. Refer specific questions to the CCO, who will coordinate as needed.

Section 11: Service as a Director
Access Persons are prohibited from serving on the boards of directors of publicly traded companies unless the CCO determines, in writing, that such service is not inconsistent with the interests of the Clients and their shareholders. If the CCO has approved such service, and such Access Person is also an Advisory Person, that Advisory Person shall be isolated, through screening procedures, from persons making investment decisions with respect to such issuer.
Section 12: Policy regarding Pay-to-Play
For purposes of this policy a Covered associate of Evermore means: (i) Any general partner, managing member or executive officer, or other individual with a similar status or function; (ii) Any employee who solicits a government entity for the investment adviser and any person who supervises, directly or indirectly, such employee; and (iii) Any political action committee controlled by the investment adviser or by any person described in (i) and (ii) of this definition.

From time to time, Evermore or its Covered Associates may be asked to make a political contribution. In addition, Covered Associates, by their own volition, may seek to make individual political contributions. As an investment manager, Evermore is often eligible to manage money on behalf of a state or municipality. To avoid any real or perceived conflict of interests, Evermore requires that individual political contributions be subject to a preclearance policy as further detailed below.

For the purposes of this policy, political contributions include direct payments of money to a campaign organization, volunteer work, or fund raising work done on behalf of, or to benefit, a political campaign , organization or candidate.

1.
Firm Contributions
 
Cavalier does not intend to make political contributions.
 
2.
Individual Contributions
 
3.
 
Political activity must occur strictly in your individual and private capacity and not on behalf of Cavalier. Cavalier resources, financial or otherwise, may not be used to support political parties, candidates or causes, unless approved in advance by the CCO and Counsel. Accordingly :
 
·
Cavalier will not reimburse any covered person for individual political contributions;
·
Corporate credit cards issued to covered associates cannot be used to make contributions; and
·
Covered Associates are not permitted to use Cavalier 's name in connection with any political campaign other than to state that they are affiliated with or employed by Cavalier

Except with the prior consent of the CCO and Counsel, Covered Associates may make political contributions to elected officials at the State, County and local levels only if the Covered Associate is entitled to vote for such official and the contributions, in total, are not in excess of $350 or foreign currency equivalent by any covered associate to each official, per election for whom they may vote, and $150 to other candidates.

Preclearance is required for any political contribution made by any Covered Associate to a state or local candidate outside of the contributor's jurisdiction for whom the contributor is not eligible to vote.

Preclearance is not required prior to individual personal contributions to national election campaigns, national political parties, or political action committees or candidates for national office such as President of the US or members of the US Senate or House of Representatives. Certain contributions, even within your voting jurisdiction, may restrict or prohibit Evermore from transacting business with a related public entity. To assure that your individual political contributions do not give rise to conflicts of interest that may implicate Evermore , you should avoid the appearance of impropriety in making political contributions. For example, you should carefully consider whether to contribute to political candidates' campaigns or causes who or which, if successful, could have a financial impact on Cavlier's business. If a planned contribution could in any way be looked upon as involving Cavalier's Clients, property or services, or which could create the appearance of impropriety , you should discuss this contribution in advance with the CCO and Counsel. A political contribution pre-clearance form for this purpose has been attached hereto as Attachment 1.


Section 13: Reporting
 
(A)
Make all periodic reports that have been attached hereto as Attachments 2 through 5.

(B)
Initial and Annual Disclosure . Except as provided in paragraph (e), every Access Person shall:

(1)
Report all personal holdings of Covered Securities within 10 days of becoming an Access person; and
(2)
Report all personal holdings of Covered Securities as of December 31 st (or other date acceptable to the CCO) within 30 days of calendar year-end.

(C)
Duplicate Confirmation Statements . Every Access Person shall instruct the broker, dealer or bank with or through whom a Covered Security transaction is effected in which every Access Person has, or by reason of such transaction acquires or sells, any direct or indirect beneficial ownership in the Covered Security, to furnish the CCO duplicate copies of transaction confirmations and statements of account at the same time such confirmations and statements of account are sent to the Access Person.

(D)
Quarterly Reporting . Every Access Person shall report within 10 days after the end of each calendar quarter to the CCO all Covered Securities transactions taking place during the preceding calendar quarter in an account of which the Access Person is a Beneficial Owner. If the Access Person did not execute any such transactions during the preceding calendar quarter, he shall report such fact to the CCO.

(E)
Opening Brokerage Accounts . Prior to the opening of an account for the purpose of executing transactions in Covered Securities, every Access Person shall obtain the written consent of the CCO.

(F)
Non-Discretionary Accounts . No person shall be required to make a report with respect to any account over which such person does not have any direct or indirect influence or control.


(G)
Non-Admission Statement . Any such disclosure report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

Section 14: Administration of the Code
 
(A)
Appointment of a CCO . Adviser shall appoint a CCO and shall keep a record for five years of the persons serving as CCO and their dates of service.

(B)
Administration of the Code . The CCO shall administer the Code and shall use reasonable diligence and institute procedures reasonably necessary to review reports submitted by Access Persons and to prevent violations of the Code.

(C)
Analysis of Violations of Pre-Clearance Requirements. On a quarterly basis, the CCO will review each Access Person's account statements to ensure that all transactions of Covered Securities have met the Code's pre-clearance requirements as set forth in Section 3 above.

(D)
Record of Violations of the Code . The CCO shall maintain a record of all violations of the Code, and of any action taken as a result of the violation, which shall be maintained for five years in an easily accessible place.

(E)
List of Access and Advisory Persons . The CCO shall prepare a list of the Access Persons and Advisory Persons, shall update the list as necessary, and shall maintain a record (for 5 years) of former lists of Access and Advisory Persons.

(F)
Notice of Status as Access or Advisory Person . The CCO shall notify each Access and Advisory Person of their status, provide them with a copy of this Code, and obtain an acknowledgment from such person of receipt thereof.

(G)
Notice of Amendments to the Code . Amendments to this Code shall be provided to each Access and Advisory Person, who shall acknowledge receipt thereof.

(H)
Exemptions to the Code . The Board of Trustees of the Funds may exempt any person from application of any Section(s) of this Code. A written memorandum shall specify the Section(s) of this Code from which the person is exempted and the reasons therefore.

(I)
Quarterly Trustees' Report . The CCO shall compile a quarterly report to be presented to the Board of Directors of each of the Funds. Such report shall discuss compliance with this Code, and shall provide details with respect to any failure to comply and the actions taken by the Adviser upon discovery of such failure.

(J)
Annual Trustees' Report . Not less than once a year the CCO shall furnish to Directors of each of the Funds, and the Directors shall consider, a written report that:

(1)
Describes any issues arising under the Code since the last report to the Directors, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations. The annual written report may incorporate by reference information included in written quarterly reports previously presented to the Directors; and


(2)
Certifies that Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

Section 15: Adoption of Code by Entities Other Than Adviser
 
The CCO of Adviser shall ensure that all firms controlling, controlled by, or under common control with Adviser that employ persons who obtain information concerning recommen-dations or executions of Covered Security transactions of any Client have adopted the Code or have imposed similar ethical constraints on their personnel.

Section 16: Material Changes to the Code
 
(A)  All material changes to the Code must be approved by a majority of the Board of Directors (including independent directors voting separately) of Funds at their next regular meeting (and in no event more than 6 months after material change). Adviser shall provide the Directors with a certification that Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. The Directors shall base their approval on a determination that the Code contains provisions reasonably necessary to prevent Access persons from violating Section 2 of this Code.

(B)  A copy of each version of the Code shall be maintained for five years in an easily accessible place.