The Fund is a member of the AVDR (pronounced “avoider”) family of ETFs. The Fund uses a passive investment strategy designed to track the total return performance (before fees and expenses) of the Large-Cap Index. The Large-Cap Index is a proprietary index that was created by the Advisor to seek to provide long-term risk adjusted outperformance of the S&P 500® Index. The Large-Cap Index seeks to provide long-term risk adjusted outperformance of the S&P 500® Index by investing in those stocks in the S&P 500® Index that have better Human Factor Scores (a proprietary score created by the Advisor and discussed in greater detail below). The Large-Cap Index consists of the top 50 U.S. stocks in the S&P 500® Index as ranked by using the Human Factor Score and other rules-based criteria as defined by the Large-Cap Index methodology. For example, such rules-based criteria include the application of a liquidity screen such that individual stocks must meet certain minimum average daily trading values and stock prices in order to be included in the Large-Cap Index. In addition, the Large-Cap Index also utilizes sector weightings such that it may not include more than 20 stocks from any one sector and the Large-Cap Index is limited to being a maximum of 3% over-weight in each sector in comparison to the same sector in the S&P 500® Index. The Large-Cap Index is rebalanced quarterly after the last trading day of February, May, August, and November.

The Large-Cap Index is constructed through an automated, rules-based process. Stocks (and REITs) are automatically selected for inclusion in the Index by S&P Dow Jones Indices LLC or an affiliate (“S&PDJI”), the index calculation agent, by applying the Advisor’s proprietary Human Factor Score and the other appliable rules-based criteria. For example, the Large-Cap Index methodology starts by assessing all of the securities in the S&P 500® Index. It excludes those securities that do not have a minimum of $5 million six-month average daily trading value and a minimum stock price of $3.00. The Human Factor score is then automatically assigned for the remaining securities and the top 50 remaining securities with the lowest Human Factor scores are selected for inclusion in this Index.

The Large-Cap Index is the property of the Advisor. The Large-Cap Index is calculated by S&PDJI, which is not affiliated with the Fund, the Advisor, or the Sub-Advisor. S&PDJI, using the Large-Cap Index methodology, determines the composition of the Large-Cap Index and the weightings of the securities in the Large-Cap Index and publishes information regarding the market value of the Large-Cap Index daily.

The Large-Cap Index is constructed by attempting to avoid the “losers” in the S&P 500® Index. The “avoid the losers” philosophy is not just part of the applicable methodology of the Index, but is fundamental to the underlying actuarial-like approach of the Advisor with respect to asset management. Specifically, a loser is a stock that, according to the Advisor’s proprietary Human Factor algorithm, has a higher probability of not delivering growth to support the stock price, causing a drag on performance and loss of investment. Stock prices are based on information that is both known and information that is vague or subject to interpretation. Market participants generally interpret known information, such as a company’s audited financials, in a consistent, and therefore, predictable manner. However, market participants also interpret how certain ambiguous information, such as, news stories, interest rate changes, pandemics, and natural disasters, will impact a company’s stock even though there is no clear correlation between the event and the price of a company’s stock. In these situations, investors buy or sell securities based on their opinion of how the ambiguous information will impact the price of the stock in the short-term. In a truly efficient market, a stock’s price will reflect all available information about that company. However, there are human biases, hunches, and opinions that get incorporated into stock prices that are based on assumptions and are unverifiable. Investors, analysts, and other market participants impound vague and ambiguous information into stock prices based on their opinion of how these vague and ambiguous pieces of information will impact the company’s stock (i.e., if they believe the stock will appreciate, they will buy the stock thereby increasing the demand for the stock and placing upward pressure on the price of the stock). These investor expectations, biases, and hunches, can increase a company’s stock price, placing a burden on a company to deliver unattainable earnings to support that stock price. A company’s failure to deliver earnings may result in price declines and a loss of investment. The Human Factor (the risk that stock prices are affected by human biases) is a risk that comes from investors interpreting vague or ambiguous information about a company’s stock in a systematically incorrect way. These human biases cause stocks to be mispriced and fail to deliver earnings. This creates a risk that investors are not compensated for taking, a risk the Advisor calls the Human Factor.

The Advisor has developed its proprietary Human Factor algorithm to seek to measure which stocks are more likely to have been impacted by human biases and to avoid investing in those stocks. Using a probability-based approach, the algorithm compares a stock’s implied revenue growth to a distribution of historical growth rates to determine the probability that growth implied by the current stock price will be delivered. Specifically, the algorithm compares a company’s implied revenue growth rate, which is calculated by using the company’s stock price, current and historical financial statements, market data, the company’s revenue, and other publicly available financial information against the company’s historical revenue growth rates to determine how likely the company is to deliver the growth in revenue implied by its stock price. For example, a situation where many investors rapidly purchase large amounts of a stock because they have a “hunch” that the stock might appreciate or because they received a tip on a financial talk show, causing the stock price to rise even though a company’s financial situation may not support the higher stock price, is an example of human biases effecting the price of a stock. The Fund’s aim is to avoid investing in precisely those types of stocks where the Human Factor Algorithm indicates that human biases may have the greatest impact on a company’s stock price and instead invest in those stocks where human biases have the lowest impact on a company’s stock price.

The Human Factor algorithm utilizes the publicly available information about a company to generate a Human Factor Score for that company. Under the algorithm methodology, a high Human Factor Score means that a stock is relatively overpriced and has a higher probability of not delivering growth to support the stock price (i.e., according to the methodology, the stock has been impacted by human biases to a greater degree than other stocks and is, therefore, a “loser”). Conversely, a low Human Factor Score means that, according to the methodology, a stock is relatively underpriced and has a lower probability of not delivering growth to support the stock price (i.e., according to the methodology, the stock has been impacted by human biases to a lesser degree than other stocks). The Advisor does not utilize the Human Factor algorithm to engage in active stock selection for the Fund. The Human Factor algorithm is simply utilized as one rules-based factor in the Large-Cap Index methodology that is automatically applied to determine which stocks out of all the stocks in the S&P 500® Index will be included in the Large-Cap Index.

Additional Elements of the Principal Investment Strategy

Under normal market conditions, the Fund will generally invest substantially all, but at least 80%, of its net assets (plus the amount of any borrowings for investment purposes, but exclusive of collateral held from securities lending) in component securities of the Large-Cap Index (the “80% Policy”). The Fund must provide shareholders with 60 days’ prior written notice if it changes its 80% Policy. In addition, the Fund may invest in cash and cash equivalents, including shares of money market mutual funds or ETFs, short-term funds, commercial paper, certificates of deposit, bankers’ acceptances, U.S. Government securities and repurchase agreements. To the extent that the Fund invests in money market mutual funds or ETFs or short-term funds for cash positions, there will be some duplication of expenses because the Fund pays its pro-rata portion of such funds’ advisory fees and operational fees.

In seeking to track the Large-Cap Index, the Fund will generally invest in all of the securities comprising the Large-Cap Index in proportion to the weightings in the Large-Cap Index. If it is not possible or practicable (that is, in instances when a security in the Large-Cap Index becomes temporarily illiquid, unavailable or less liquid, or due to legal restrictions) to purchase all of the securities in the Large-Cap Index or amounts of such securities in proportion to their weighting in the Large-Cap Index, the Fund will generally invest the proceeds that would have been invested in the unavailable security in the next highest-rated security (according to the Human Factor score and other rules-based criteria) in the S&P 500® Index.

For example, if one of the top 50 securities in the Large-Cap Index is no longer available for purchase, the Sub-Advisor will be required to invest the proceeds that would have been invested in the unavailable security in the next highest rated security on the S&P 500® Index as ranked by using the Human Factor Score and other rules-based criteria (in this case the 51st ranked stock). In instances where it is not responsibly practicable to simply invest in the next highest rated security in the S&P 500® Index, as ranked by the Human Factor Score, the Advisor may utilize a sampling methodology. Sampling means that quantitative analysis is used to select securities that represent a sample of the securities in the Large-Cap Index with a similar investment profile as the Large-Cap Index in terms of key risk factors, performance attributes and other characteristics. In addition, the Large-Cap Index is reviewed on an ongoing basis to account for corporate actions such as mergers or de-listings. The Advisor or Sub-Advisor may sell securities that are represented in the Large-Cap Index, or purchase securities that are not yet represented in the Large-Cap Index, in anticipation of their removal from or addition to the Large-Cap Index.

The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or sector to approximately the same extent that the Large-Cap Index is so concentrated.

Due to its investment strategies, the turnover rate of the Fund should generally be similar to the turnover rate of the Large-Cap Index.