Form 485APOS MUTUAL FUND SERIES TRUST



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As filed September 2, 2020 Securities Act Registration No. 333-132541

Investment Company Act Registration No. 811-21872

 

SECURITIES
AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 ¨

Pre-Effective Amendment No. ¨

Post-Effective Amendment No. 460 ý

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT ¨

OF 1940

Amendment No. 461 ý

 

(Check appropriate box or boxes.)

Mutual Fund Series Trust – File Nos. 333-132541
and 811-21872

(Exact Name of Registrant as Specified in Charter)

4221 North 203rd Street, Suite
100, Elkhorn, Nebraska 68022

(Address of Principal Executive Offices) (Zip
Code)

 

Registrant’s
Telephone Number, including Area Code:
(402) 895-1600

 

CT CORPORATION SYSTEM

1300 EAST NINTH STREET

CLEVELAND, OH 44114

(Name and Address of Agent for Service)

 

With copy to:

JoAnn M. Strasser, Thompson Hine LLP

41 South High Street, Suite 1700, Columbus,
Ohio 43215

 

Approximate Date of Proposed Public Offering:

 

It is proposed that this filing will become effective:

¨immediately
upon filing pursuant to paragraph (b)

¨ on (date) pursuant
to paragraph (b)

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

ý on November
1, 2020 pursuant to paragraph (a)(1)

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

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

 

If appropriate, check the following box:

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

 

 

Mutual
Fund Series Trust

 

Catalyst/CIFC Floating Rate Income Fund

Class A: CFRAX Class C: CFRCX Class I: CFRIX

PROSPECTUS
NOVEMBER 1, 2020

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

 

Beginning
January 1, 2021, the Fund intends to meet their shareholder report delivery obligations by posting annual and semi-annual shareholder
reports to the Fund’ website,
www.CatalystMF.com rather than delivering paper
copies. You will be notified by mail each time a report is posted and provided with the website link to access the report. You
may elect to receive paper copies of a specific shareholder report or all future shareholder reports free of charge by contacting
your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at
1-866-447-4228.
Your election to receive reports in paper will apply to all funds held within the fund complex.

You may elect
to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by contacting
your financial intermediary or, if you are a direct shareholder, by calling the Fund at
1-866-447-4228.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you do not need
to do anything.

The Securities and Exchange Commission has not approved or disapproved these securities
or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.”

 

 

 

TABLE OF CONTENTS [to be updated]

 
FUND SUMMARY:  CATALYST/CIFC FLOATING RATE INCOME FUND 3
ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS 15
HOW TO BUY SHARES 58
HOW TO REDEEM SHARES 65
VALUING THE FUND’S ASSETS 68
DIVIDENDS, DISTRIBUTIONS AND TAXES 69
MANAGEMENT OF THE FUND 70
FINANCIAL HIGHLIGHTS 75
APPENDIX A: INTERMEDIARY-SPECIFIC SALES CHARGE REDUCTIONS AND WAIVERS 150
PRIVACY NOTICE 152
FOR MORE INFORMATION 89

FUND SUMMARY: CATALYST/CIFC FLOATING RATE INCOME FUND

Investment Objective: The Fund’s
objective is 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. You may qualify for sales charge
discounts on purchases of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in the
Fund. More information about these and other discounts is available from your financial professional and is included in the section
of the Fund’s prospectus entitled How to Buy Shares on page [ ] and Appendix A – Intermediary-Specific Sales
Charge Reductions and Waivers,
and in the sections of the Fund’s Statement of Additional Information entitled Reduction
of Up-Front Sales Charge on Class A Shares
on page [ ] and Waivers of Up-Front Sales Charge on Class A Shares on page
[ ].

Shareholder Fees

(fees paid directly from your investment)

Class

A

Class

C

Class

I

Maximum Sales Charge

(Load) Imposed on Purchases (as a % of offering price)

4.75% None None

Maximum Deferred Sales Charge (Load)

(as a % of the original purchase price)

1.00% None None

Maximum Sales Charge (Load) Imposed

on Reinvested Dividends and other Distributions

None None None
Redemption Fee None None None

Annual Fund Operating Expenses

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

     
Management Fees 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees 0.25% 1.00% 0.00%
Other Expenses [  ]% [  ]% [  ]%
      Interest Expense [   ]% [   ]% [   ]%
      Remaining Other Expenses [   ]% [   ]% [   ]%
Acquired Fund Fees and Expenses1 [  ]% [  ]% [  ]%
Total Annual Fund Operating Expenses [  ]% [  ]% [  ]%
Fee Waiver and/or Expense Reimbursement2 [  ]% [  ]% [  ]%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement2

[ ]%

 

[ ]%

 

[ ]%

 

1 Acquired Fund Fees and Expenses
are the indirect costs of investing in other investment companies. The total annual fund operating expenses in this fee table will
not correlate to the expense ratio in the Fund’s financial highlights because the financial statements include only the direct
operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies.

2 The Advisor has contractually
agreed to waive fees and/or reimburse expenses of the Fund to the extent necessary to limit total annual fund operating expenses
(excluding brokerage costs; borrowing costs such as (a) interest and (b) dividends on securities sold short; taxes; underlying
fund expenses; and extraordinary expenses, such as regulatory inquiry and litigation expenses) at 1.15%, 1.90% and 0.90% for Class
A shares, Class C shares and Class I shares, respectively, through October 31, 2021. This agreement may only be terminated by the
Trust’s Board of Trustees on 60 days’ written notice to the Advisor and upon the termination of the Management Agreement
between the Trust and the Advisor. Fee waivers and expense reimbursements are subject to possible recoupment by the Advisor from
the Fund in future years on a rolling three-year basis (within the three years after the fees have been waived or reimbursed) so
long as such recoupment does not cause the Fund’s expense ratio (after the repayment is taken into account) to exceed the
lesser of: (i) the Fund’s expense limitation at the time such expenses were waived and (ii) the Fund’s current expense
limitation at the time of recoupment.

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 hold or redeem all of your shares at the end of those periods.
The Example only accounts for the Fund’s expense limitation in place through its

expiration period, October 31, 2021,
and then depicts the Fund’s total annual expenses thereafter. The Example also assumes that your investment has a 5% return
each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based
on these assumptions your costs would be:

YEAR Class A Class C Class I
1 $[  ] $[  ] $[  ]
3 $[  ] $[  ] $[  ]
5 $[  ] $[  ] $[  ]
10 $[  ] $[  ] $[  ]

 

Portfolio Turnover: The Fund
pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance.
The portfolio turnover rate of the Fund for the fiscal year ended June 30, 2020 was [ ]% of the average value of its portfolio.

Principal Investment Strategies:

In order to
accomplish the Fund’s objective, the Fund will invest in a portfolio composed mainly of senior secured corporate loans
(sometimes referred to as “adjustable rate loans,” “floating rate loans” or “bank
loans”). These loans hold a senior position in the capital structure and, at the time of purchase, are typically rated
below investment grade. Such loans are considered to be speculative investments. The Fund will invest primarily in floating
rate loans and other floating rate investments, but also may invest in other debt securities, including high yield securities
(commonly referred to as “junk bonds”).

The Fund will invest
a majority of its assets in the securities of U.S. issuers, but may also invest in securities of non-U.S. issuers including, without
limitation, securities issued by Canadian, U.K., and European corporations. The Fund has no restrictions on investment maturity.
The Fund may invest in both the primary and secondary markets and may invest in secured corporate loans and other debt securities
(which may be unsecured) made in connection with highly leveraged transactions, including but not limited to operating loans, leveraged
buyout loans and bonds, and leveraged recapitalization loans and bonds. The Fund may also invest in debtor-in-possession loans
(i.e., senior obligations issued in connection with restructuring proceedings).

Under normal
market conditions, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes) in U.S.
dollar-denominated floating rate secured loans and other floating rate debt instruments, including: floating rate bonds;
floating rate notes; floating rate debentures; tranches of floating rate asset-backed securities, including structured notes,
made to, or issued by, U.S. and non-U.S. corporations or other business entities; and other investment companies (including
exchange-traded funds (“ETFs”)) that invest primarily in floating rate assets. The Fund will consider the investments of the
underlying funds when determining its compliance with this 80% policy. Asset-backed securities include collateralized loan
obligations (“CLOs”). The Fund may invest up to 20% of its total assets, measured at the time of purchase, in a
combination of one or more of the following types of U.S. dollar denominated investments: senior or subordinated fixed rate
debt instruments, including notes and bonds, whether secured or unsecured; short-term

debt obligations, repurchase agreements
and cash and cash equivalents that do not otherwise qualify as floating rate debt; and other investment companies including money
market funds and ETFs (other than ETFs that invest primarily in floating rate assets). Additionally,
the Fund may receive equity securities from capital restructurings related to the floating rate instruments in which it invests.
The Fund may sell or hold the equity securities received incidental to these investments for a period of time depending on market
conditions. The Fund’s portfolio may be focused on a limited number of industries, asset classes, countries or issuers.

In constructing
the Fund’s portfolio, the Fund’s sub-advisor, CIFC Investment Management, LLC (the “Sub-Advisor”) uses
a bottom-up approach that seeks to identify instruments that it believes are either mispriced relative to their risk or have a
likelihood of near-term price appreciation. In addition, the Sub-Advisor will seek opportunities that generate income and have
profit potential while managing default risk. In its assessment of individual instruments, the Sub-Advisor utilizes a disciplined
approach that focuses on credit fundamentals, relative value, and active risk management. The Sub-Advisor monitors the Fund’s
investments on an ongoing basis and will sell an investment when the value of the investment relative to its risk profile no longer
meets the Sub-Advisor’s criteria for inclusion in the portfolio or when a more attractive investment becomes available.

The Fund also
may implement a hedging strategy, when deemed appropriate, that utilizes short sales and derivative instruments, including futures
contracts, options, swap contracts, and options on futures and swap contracts. In particular, the Fund may take short positions,
or obtain short exposure through derivatives, in U.S. Treasury bonds.

Principal Risks of Investing in the
Fund
:

As with any mutual fund,
there is no guarantee that the Fund will achieve its objective. Investment markets are unpredictable and there will be certain
market conditions where the Fund will not meet its investment objective and will lose money. The Fund’s net asset value and
returns will vary and you could lose money on your investment in the Fund and those losses could be significant.

 

The following summarizes
the principal risks of investing in the Fund. These risks could adversely affect the net asset value, total return and the value
of the Fund and your investment.

Acquired Fund Risk. Because
the Fund may invest in other investment companies, the value of your investment will fluctuate in response to the performance of
the acquired funds. Investing in acquired funds involves certain additional expenses and certain tax results that would not arise
if you invested directly in the securities of the acquired funds.

ETF shares may trade at a discount
to or a premium above net asset value if there is a limited market in such shares. ETFs are also subject to brokerage and other
trading costs, which could result in greater expenses to the Fund.

Bank Loans Risk. The market
for bank loans, also known as loans or corporate loans, of which senior secured loans are a type, may not be highly liquid and
the Fund may have

difficulty selling them. These
investments expose the Fund to the credit risk of both the financial institution and the underlying borrower. Bank loans settle
on a delayed basis, potentially leading to the sale proceeds of such loans not being available to meet redemptions for a substantial
period of time after the sale of the bank loans. Certain bank loans may not be considered “securities,” and purchasers,
such as the Fund, therefore may not be entitled to rely on the protections of federal securities laws, including anti-fraud provisions.

CLOs Risk. CLOs
are securities backed by an underlying portfolio of loan obligations. CLOs issue classes or “tranches” of debt that
vary in risk and yield and may experience substantial losses due to actual defaults, decrease of market value due to collateral
defaults and removal of subordinate tranches, market anticipation of defaults and investor aversion to CLO securities as a class.
The risks of investing in CLOs depend largely on the tranche invested in and the type of the underlying loans in the tranche of
the CLO in which the Fund invests. CLOs also carry risks including, but not limited to, interest rate risk and credit risk.

Counterparty Risk. Counterparty
risk is the risk that a counterparty to a financial instrument held by the Fund or by a special purpose or structured vehicle invested
in by the Fund may become insolvent or otherwise fail to perform its obligations, and the Fund may obtain no or limited recovery
of its investment, and any recovery may be significantly delayed.

Credit Risk for Floating Rate
Loans
. Credit risk is the risk that the issuer of a loan or other instrument will not be able to make principal and interest
payments when due, reducing the Fund’s total return. The value of the Fund’s shares, and the Fund’s ability to
pay dividends, is dependent upon the performance of the assets in its portfolio. Prices of the Fund’s investments can fall
if the actual or perceived financial health of the borrowers or issuers of such investments deteriorates, whether because of broad
economic or issuer-specific reasons. The Fund could lose money if the issuer of a loan or debt security defaults or fails to pay
interest or principal when it is due or otherwise fails to honor its obligations. In the event of bankruptcy of a borrower, the
Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a senior
loan. Senior loans and other floating rate instruments that are rated below investment grade are considered predominantly speculative
with respect to the ability of the issuer to make timely principal and interest payments. The credit risk of a particular issuer’s
debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt instruments have a higher
priority than lower ranking (subordinated) debt instruments. This means that the issuer might not make payments on subordinated
debt instruments while continuing to make payments on senior debt instruments. In the event an issuer fails to pay scheduled interest
or principal payments on an investment held by the Fund, the Fund will experience a reduction in its income and a decline in the
market value of such investment. This will likely reduce the amount of dividends paid by the Fund and likely lead to a decline
in the net asset value of the Fund’s shares. Credit risk may be substantial for the Fund.

 

Debtor-In-Possession Loan Risks.
Debtor-in-possession (DIP) loans can provide creditors with varying levels of protection, as they may carry super-priority repayment
status, be secured by a lien on the borrower’s otherwise unencumbered assets, or be secured by a junior lien on the borrower’s
encumbered assets. These financings are subject to the risk that the borrower will not emerge successfully from the bankruptcy/reorganization
proceedings and will be forced to liquidate its assets. In the event of liquidation, the Fund’s only recourse will be against the
property securing the DIP loan and any remaining unencumbered assets, which might be insufficient to repay the DIP loan in full.

Demand for Loans Risk.
An increase in demand for loans may benefit the Fund by providing increased liquidity for such loans and higher sales prices, but
it may also adversely affect the rate of interest payable on such loans acquired by the Fund and the rights provided to the Fund
under the terms of the applicable loan agreement, and may increase the price of loans that the Fund wishes to purchase in the secondary
market. A decrease in the demand for loans may adversely affect the price of loans in the Fund’s portfolio, which could cause
the Fund’s net asset value to decline.

Derivatives Risk. The
use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly
in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction
may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in
the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly
volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect
the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national
and international political and economic events, changes in interest rates, inflation and deflation and changes in supply and demand
relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with
investing directly in securities.

Equity Securities Incidental
to Investments in Loans Risk
. The value of equity securities held by the Fund may be affected more rapidly, and to a greater
extent, by company-specific developments and general market conditions. These risks may increase fluctuations in the Fund’s
net asset value.

Focused Investment Risk.
The Fund’s portfolio may be focused on a limited number of industries, asset classes, countries, or issuers. Investments
focused in a limited number of industries, asset classes, countries, or issuers that are subject to the same or similar risk factors,
and investments whose prices are closely correlated, are subject to greater overall risk than investments that are more diversified
or whose prices are not as closely correlated.  The focus of the Fund’s portfolio in any issuers would subject the Fund
to a greater degree of risk with respect to market price volatility or defaults by such issuers, and the focus of the portfolio
in any one industry, asset class or country would subject the Fund to a greater degree of risk with respect to economic downturns
relating to such industry, asset class, or country.

Foreign Securities/Investment
Risk
. The value of foreign investments is indirectly subject to currency fluctuations. Foreign companies are generally not
subject to the same regulatory requirements of U.S. companies thereby resulting in less publicly available information about these
companies. In addition, foreign accounting, auditing and financial reporting standards generally differ from those applicable to
U.S. companies. To the extent investments are made in the instruments of issuers from a limited number of countries, events in
those countries will have a more significant impact on the Fund. Foreign investments may have less liquid trading markets, extreme
price volatility, changes in economic, political, regulatory and social conditions, sustained economic downturns, financial instability,
tax burdens, and investment and repatriation restrictions. Withholding and other non-U.S. taxes may decrease the Fund’s return.
Non-U.S. issuers may be located in parts of the world that have historically been prone to natural disasters.

Futures Contract Risk. The
Fund’s use of futures contracts involves risks different from, or possibly greater than, the risks associated with investing
directly in securities and other traditional investments. These risks include (i) leverage risk, which means that a small percentage
of assets invested in futures contracts can have a disproportionately large impact; (ii) risk of mispricing or improper valuation;
and (iii) the risk that changes in the value of the futures contract may not correlate perfectly with the underlying index. Investments
in futures contracts involve leverage, which means a small percentage of assets invested in futures contracts can have a disproportionately
large impact on the Fund. This risk could cause the Fund to lose more than the principal amount invested. Futures contracts may
become mispriced or improperly valued when compared to the Sub-Advisor’s expectation and may not produce the desired investment
results. Additionally, 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 contracts do not pay dividends unlike
the stocks upon which they are based.

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

Income Risk. Income risk
is the risk that the income from the Fund’s portfolio will decline because of falling market interest rates. This can result
when the Fund invests the proceeds from new share sales, or from matured or called bonds, at market interest rates that are below
the portfolio’s current earnings rate.

Interest
Rate Risk
. Interest rate risk is the risk that bond prices overall, including the prices of fixed rate instruments held by
the Fund, will decline over short or even long periods of time due to rising interest rates.
Bonds with longer maturities
tend to be more sensitive to interest rates than bonds with shorter maturities. In addition, an economic downturn or period of
rising interest rates could adversely affect the market of these instruments and reduce the Fund’s ability to sell them,
negatively impacting the performance of the Fund. The Fund’s floating rate loans are subject to potentially higher

interest rate risk as the interest
paid on the floating rate loans adjusts periodically based on changes in widely accepted reference rates (typically, LIBOR).

Junk Bond Risk. Lower-quality
bonds and other debt including lower-quality loans, known generally as “high yield” or “junk” bonds, present
greater risk than bonds of higher quality, including an increased risk of default, illiquidity of the instrument, and changes in
value based on public perception of the issuer. An economic downturn or period of rising interest rates could adversely affect
the market for these bonds and reduce the Fund’s ability to sell its bonds. The lack of a liquid market for these bonds could
decrease the Fund’s share price. The credit rating for these instruments could also be further downgraded after they are
purchased by the Fund, which would reduce their value.
The value of lower-quality investments often fluctuates in response
to company, political, or economic developments and can decline significantly over short periods of time or during periods of general
or regional economic difficulty. Lower-quality instruments can be thinly traded or have restrictions on resale, making them difficult
to sell at an acceptable price.

LIBOR Risk. The Fund
has exposure to LIBOR-linked investments and anticipates that LIBOR will be phased out by the end of 2021. While some instruments
may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate setting methodology, not all
instruments may have such provisions and there is significant uncertainty regarding the effectiveness of any such alternative methodologies
and potential for short-term and long-term market instability. Because of the uncertainty regarding the nature of any replacement
rate, the Fund cannot reasonably estimate the impact of the anticipated transition away from LIBOR at this time. If the LIBOR replacement
rate is lower than market expectations, there could be an adverse impact on the value of preferred and debt securities with floating
or fixed-to-floating rate coupons.

Limited Secondary Market for
Floating Rate Loans Risk
. Although the resale, or secondary market for floating rate loans has grown substantially over the
past decade, both in overall size and number of market participants, there is no organized exchange or board of trade on which
floating rate loans are traded. Instead, the secondary market for floating rate loans is a private, unregulated inter-dealer or
inter-bank resale market. Floating rate loans usually trade in large denominations. Trades can be infrequent and the market for
floating rate loans may experience substantial volatility.

Liquidity for Floating Rate
Loans Risk
. Some instruments held by the Fund may be difficult to sell, or illiquid, particularly during times of market turmoil.
Illiquid instruments may also be difficult to value. If the Fund is forced to sell an illiquid asset to meet redemption requests
or other cash needs, the Fund may be forced to sell at a loss or be unable to sell an investment, thereby having the effect of
decreasing the Fund’s overall level of liquidity.

Loan Risk. Investments
in bank loans, also known as loans or corporate loans, of which senior loans are a type, may subject the Fund to heightened credit
risks because such loans tend to be highly leveraged and potentially more susceptible to the risks of interest deferral, default
and/or bankruptcy. Senior floating rate loans are often rated below investment grade, but may also be unrated. The risks associated
with these loans can be similar to the

risks of below investment grade
fixed income instruments. An economic downturn would generally lead to a higher non-payment rate, and a senior floating rate loan
may lose significant market value before a default occurs. Moreover, any specific collateral used to secure a senior floating rate
loan may decline in value or become illiquid, which would adversely affect the loan’s value. Unlike the securities markets,
there is no central clearinghouse for loan trades, and the loan market has not established enforceable settlement standards or
remedies for failure to settle. Therefore, portfolio transactions in loans may have uncertain settlement time periods.

Management Risk. The portfolio
manager’s judgments about the attractiveness, value and potential appreciation of particular loans or other instruments in
which the Fund invests may prove to be incorrect and there is no guarantee that the portfolio manager’s judgment will produce
the desired results.

Market Risk. The success
of the Fund’s investment activities will be affected by general economic and market conditions, as well as by changes in
applicable laws, trade barriers, currency exchange controls, rate of inflation, currency depreciation, asset reinvestment, resource
self-sufficiency, and national and international political and socioeconomic circumstances in respect of the countries in which
the Fund may invest.

Options Risk. There
are risks associated with the sale and purchase of call and put options. As the seller (writer) of a call option, the Fund assumes
the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the
premium received, and gives up the opportunity for gain on the underlying security above the exercise option price. As the buyer
of a put or call option, the Fund risks losing the entire premium invested in the option if the Fund does not exercise the option.
As a seller (writer) of a put option, the Fund will lose money if the value of the security falls below the strike price. If unhedged,
the Fund’s written calls expose the Fund to potentially unlimited losses.

Prepayment and Extension Risks
for Floating Rate Loans
. Prepayment risk is the risk that principal on a debt obligation may be repaid earlier than anticipated.
Floating rate loans typically have no or limited call protection and may be prepaid partially or in full at certain times and,
in certain circumstances, without penalty. If a floating rate loan is prepaid, the Fund may realize proceeds that are less than
the value that had been assigned to the loan and/or may be forced to reinvest the proceeds in assets with lower yields than the
loan that was repaid. Prepayment risk on fixed rate investments is the risk that principal on loans or other obligations underlying
a security may be repaid prior to the stated maturity date, which may reduce the market value of the security and the anticipated
yield-to-maturity. Extension risk is the risk that an issuer will exercise its right to repay principal on a fixed rate obligation
held by the Fund later than expected, which may decrease the value of the obligation and prevent the Fund from investing expected
repayment proceeds in instruments paying higher yields.

Senior Loan Risk. Senior
bank loans are subject to the risk that a court could subordinate a senior loan, which typically holds the most senior position
in the issuer’s capital structure, to presently existing or future indebtedness or take other action detrimental to the holders

of senior loans. Lack of an
active trading market, restrictions on resale, irregular trading activity, wide bid/ask spreads, and extended trade settlement
periods may impair the Fund’s ability to sell senior loans within its desired time frame or at an acceptable price. Senior
loans are generally less liquid than many other debt instruments and there may be less public information available about senior
loans as compared to other debt instruments. Senior loans settle on a delayed basis, potentially leading to the sale proceeds of
such loans not being available to meet redemptions for a substantial period of time after the sale of the senior loans. Certain
senior loans may not be considered “securities,” and purchasers, such as the Fund, therefore may not be entitled to
rely on the protections of federal securities laws, including anti-fraud provisions.

Short Selling Risk.
The Fund’s use of short positions to eliminate or reduce risk exposure in the Fund’s long positions may not be successful
and the Fund may lose money on its long positions. An increase in the value of a Security over the price at which it was sold short
will result in a loss to the Fund, and there can be no assurance that the Sub-Advisor will be able to close out the position at
any particular time or at an acceptable price. The loss from a short position is potentially unlimited. The Fund’s use of
short sales will likely result in the creation of leverage in the Fund.

Swap Risk. The Fund
may use swaps to enhance returns and manage risk. The Fund’s use of swaps involves risks different from, or possibly greater than,
the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk
that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper
valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset,
rate or index.

Turnover Rate Risk. The
Fund may have portfolio turnover rates in excess of 100%. Increased portfolio turnover causes the Fund to incur higher brokerage
costs, which may adversely affect the Fund’s performance and may produce increased taxable distributions.

Valuation of Loans Risk.
The Fund values its assets daily. However, because the secondary market for floating rate loans is limited, it may be difficult
to value loans. Reliable market value quotations may not be readily available for some loans and valuation of such loans may require
more research than for liquid securities. In addition, elements of judgment may play a greater role in valuation of loans than
for securities with a more developed secondary market because there is less reliable, objective market value data available. In
addition, if the Fund purchases a relatively large portion of a loan, the limitations of the secondary market may inhibit the Fund
from selling a portion of the loan and reducing its exposure to a borrower when the Sub-Advisor deems it advisable to do so.

Performance:

The bar chart shown
below provides an indication of the risks of investing in the Fund by showing the total return of its Class A shares for each full
calendar year. Although Class C and Class I shares would have similar annual returns to Class A shares because the classes are
invested in the same portfolio of investments, the returns for Class C and Class I shares would be different

from Class A shares because Class C
and Class I shares have different expenses than Class A shares. The table shows average annual total returns for Class A, Class
C and Class I shares and how their average annual returns compare over time with those of a broad-based market index. Sales charges
are reflected in the information shown in the table, but the information shown in the bar chart does not reflect sales charges,
and, if it did, returns would be lower. How the Fund has performed in the past (before and after taxes) is not necessarily an indication
of how it will perform in the future.

Prior to August
1, 2018, the Fund was managed by a different sub-advisor with different investment strategies and policies. The Fund’s past
performance may have been different if the Fund were managed by the current Sub-Advisor and consequently the performance record
may be less pertinent for investors considering whether to purchase shares of the Fund.

Updated performance
information is available at no cost by calling 1-866-447-4228.

[BAR CHART TO
BE INSERTED]

During the period
shown in the bar chart, the highest return for a quarter was [ ]% (quarter ended [ ]), and the lowest return for a quarter was
([ ])% (quarter ended [ ]). The Fund’s Class A shares year-to-date return for the period ended September 30, 2020 was [ ]%.

Average Annual Total Returns
(for the periods ended December 31, 2019)

Class A 1 Year

 

5 Year

Since inception (12/31/2012)
Return Before Taxes [  ]% [  ]% [  ]%
Return After Taxes on Distributions [  ]% [  ]% [  ]%
Return After Taxes on Distributions and Sale of Fund Shares [  ]% [  ]% [  ]%
Class C      
Return Before Taxes [  ]% [  ]% [  ]%
Class I      
Return Before Taxes [  ]% [  ]% [  ]%
S&P LSTA Leveraged Loan 100 Index (reflects no deduction for fees, expenses or taxes) [  ]% [  ]% [  ]%

After-tax returns are calculated using
the highest historical individual federal marginal income tax rate and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant
for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns are
only shown for Class A shares. After-tax returns for other share classes will vary.

Advisor: Catalyst Capital Advisors
LLC (the “Advisor”) is the Fund’s investment advisor.

Sub-Advisor: CIFC Investment
Management LLC serves as the Fund’s sub-advisor.

Portfolio Manager: Stan Sokolowski
of CIFC Investment Management LLC serves as the Fund’s portfolio manager and is primarily responsible for the day-to-day
management of the Fund. Mr. Sokolowski is the lead portfolio manager of the Fund and has served the Fund in this capacity since
August 1, 2018.

Purchase and Sale of Fund Shares:
The minimum initial investment in each share class of the Fund is $2,500 for a regular account, $2,500 for an IRA account, or $100
for an automatic investment plan account. The minimum subsequent investment in the Fund is $50. You may purchase and redeem shares
of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be made in writing, by telephone or through
a financial intermediary to the Fund or the Transfer Agent and will be paid by check or wire transfer.

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

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

 

ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL INVESTMENT
STRATEGIES AND RELATED RISKS

 

INVESTMENT OBJECTIVE

The investment objective
of the Fund is non-fundamental and may be changed by the Board of Trustees (the “Board”) without shareholder approval.
If the Board decides to change the Fund’s investment objective, shareholders will be given 60 days’ advance notice.

Fund Investment Objective
Catalyst/CIFC Floating Rate Income Fund The Fund’s investment objective is current income.

 

PRINCIPAL INVESTMENT STRATEGIES

The Fund’s
main investment strategies are discussed in the Summary Section for the Fund and are the strategies that the Advisor and/or Sub-Advisor
believes are most likely to be important in trying to achieve the Fund’s investment objective. You should note, however,
that the Fund may use other non-principal strategies and invest in other instruments not described in this prospectus, which are
disclosed in detail in the Fund’s Statement of Additional Information

(“SAI”). For a copy of
the SAI please call toll free at 1-866-447-4228 or visit the Fund’s website at www.CatalystMF.com.

Catalyst/CIFC Floating Rate Income
Fund

In order to
accomplish the Fund’s objective, the Fund will invest in a portfolio composed mainly of senior secured corporate loans
(sometimes referred to as “adjustable rate loans,” “floating rate loans” or “bank
loans”). These loans hold a senior position in the capital structure and, at the time of purchase, are typically rated
below investment grade. Such loans are considered to be speculative investments. The senior secured corporate loans in which
the Fund invests generally are expected to bear interest at floating rate based on LIBOR. The Fund may invest in loans with
financial maintenance covenants (e.g., covenants that require the obligor to maintain debt service or other financial ratios
or contain common restrictions on the ability of the obligor to significantly change its operations or enter into
transactions that could affect its ability to repay such loans) and loans that contain limited, if any, financial covenants.
The Fund will invest primarily in floating rate loans and other floating rate investments, but also may invest in other debt
securities, including high yield securities (commonly referred to as “junk bonds”).

The Fund will invest
a majority of its assets in the securities of U.S. issuers, but may also invest in securities of non-U.S. issuers including, without
limitation, securities issued by Canadian, U.K., and European corporations. The Fund has no restrictions on investment maturity.
The Fund may invest in both the primary and secondary markets and may invest in secured corporate loans and other debt securities
(which may be unsecured) made in connection with highly leveraged transactions, including but not limited to operating loans, leveraged
buyout loans and bonds, and leveraged recapitalization loans and bonds. The Fund may also invest in debtor-in-possession loans
(i.e., senior obligations issued in connection with restructuring proceedings).

Under normal
market conditions, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes) in U.S.
dollar-denominated floating rate secured loans (including corporate loans and bank loans) and other floating rate debt
instruments, including: floating rate bonds; floating rate notes; floating rate debentures; tranches of floating rate
asset-backed securities, including structured notes, made to, or issued by, U.S. and non-U.S. corporations or other business
entities; and other investment companies (including exchange traded funds (“ETFs”)) that invest primarily in floating rate assets.
Asset-backed securities include collateralized loan obligations (“CLOs”). The Fund will consider the investments
of the underlying funds when determining its compliance with its 80% policy. The Fund’s 80% policy is a non-fundamental
policy of the Fund and may be changed upon 60 days’ notice to shareholders of the Fund.

The Fund may invest
up to 20% of its total assets, measured at the time of purchase, in a combination of one or more of the following types of U.S.
dollar-denominated investments: senior or subordinated fixed rate debt instruments, including notes and bonds, whether secured
or unsecured; and short-term debt obligations, repurchase agreements, cash and cash equivalents that do not otherwise qualify as
floating rate debt; and other investment companies, including money market funds and ETFs (other than ETFs that invest primarily in floating rate assets), to the extent permitted under the 1940 Act. Additionally, the Fund
may receive equity securities from capital restructurings related to the floating rate instruments in which

it invests. The Fund may sell or hold
the equity securities received incidental to these investments for a period of time depending on market conditions. The Fund’s
portfolio may be focused on a limited number of industries, asset classes, countries or issuers.

In constructing
the Fund’s portfolio, the Fund’s sub-adviser, CIFC Investment Management LLC (the “Sub-Advisor”) uses a
bottom-up approach that seeks to identify instruments that it believes are either mispriced relative to their risk or have a likelihood
of near-term price appreciation. In addition, the Sub-Advisor will seek opportunities that generate income and have profit potential
while managing default risk. In its assessment of individual instruments, the Sub-Advisor utilizes a disciplined approach that
focuses on credit fundamentals, relative value, and active risk management.   The
Sub-Advisor may consider characteristics with respect to a potential investment including cash flows, collateral, structural considerations,
management team, operational and legal risk, and industry trends, among others
. The Sub-Advisor monitors the Fund’s
investments on an ongoing basis and will sell an investment when the value of the investment relative to its risk profile no longer
meets the Sub-Advisor’s criteria for inclusion in the portfolio or when a more attractive investment becomes available.

The Fund also
may implement a hedging strategy, when deemed appropriate, that utilizes short sales and derivative instruments, including futures
contracts, options, swap contracts, and options on futures and swap contracts. In particular, the Fund may take short positions,
or obtain short exposure through derivatives, in U.S. Treasury bonds.

Temporary Defensive Positions

From time to time,
the Fund may take temporary defensive positions, which are inconsistent with the Fund’s principal investment strategies,
in attempting to respond to adverse market, economic, political, or other conditions. For example, the Fund may hold all or a portion
of their respective assets in money market instruments, including cash, cash equivalents, U.S. government securities, other investment
grade fixed income securities, certificates of deposit, bankers acceptances, commercial paper, money market funds and repurchase
agreements. While the Fund is in a defensive position, the opportunity to achieve its investment objective will be limited. If
the Fund invests in a money market fund, the shareholders of the Fund generally will be subject to duplicative management fees.
Although the Fund would do this only in seeking to avoid losses, the Fund will be unable to pursue its investment objective during
that time, and it could reduce the benefit from any upswing in the market.

Manager-of-Managers Order

The Trust and
the Advisor have obtained an exemptive order (the “Order”) from the SEC that permits the Advisor, with the Board’s
approval, to enter into sub-advisory agreements with one or more sub-advisors without obtaining shareholder approval. The Order
permits the Advisor, subject to the approval of the Board, to replace sub-advisors or amend sub-advisory agreements, including
fees, without shareholder approval whenever the Advisor and the Board believe such action will benefit the Fund and its shareholders.

NON-PRINCIPAL INVESTMENT STRATEGY

In addition to
the principal investment strategies discussed above, the Fund may invest in other registered and unregistered investment companies,
including affiliated funds.

PRINCIPAL and NON-PRINCIPAL
INVESTMENT RISKS

All mutual funds
carry a certain amount of risk. As with any mutual fund, there is no guarantee that the Fund will achieve
its objective. Investment markets are unpredictable and there will be certain market conditions where the Fund will not meet its
investment objective and will lose money. The Fund’s net asset value and returns will vary and you could lose money on your
investment in the Fund and those losses could be significant.
An investment in the Fund is not a complete investment program.

The table below
identifies the Fund’s principal risks and non-principal risks.

Key:

Principal Risk: ●

Non-Principal Risk: ○

Not Applicable: –

 

Risk Principal/Non-Principal
Acquired Fund Risk
Active Trading Risk
ADR Currency Risk
ADRs Risk
Affiliated Investment Company Risk
Allocation Risk
Asset-Backed and Mortgage-Backed Securities Risk
Bank Loans Risk
Basic Materials Industry Risk
Business Development Companies (“BDC”) Risk
Call Options Risk
Capacity Risk
Cash or Cash Equivalents Risk
CLOs Risk
Changing Fixed Income Market Conditions Risk
Collateralized Bond Obligation Risk
Commodity Risk
Concentration Risk  

 

Risk Principal/Non-Principal
Conflict of Interest – Advisors/Sub-Advisors Risk
Conflict of Interest – Portfolio Manager Risk
Consumer Discretionary Sector Risk
Convertible Bond Risk
Convertible Securities Risk
Counterparty Risk
Credit Default Swap Risk  ○
Credit Risk  
Credit Risk for Floating Rate Loan Funds
Currency Risk
Debtor-In-Possession Loan Risk
Demand for Loans Risk
Derivatives Risk
Dividend Yield Risk
Duration Risk
Emerging Markets Risk
Energy and Infrastructure Industry Risk
Energy Sector Risk
Equity Securities Incidental to Investments in Loans Risk
Equity Security Risk
Exchange Traded Notes Risk
Extension Risk
Financial Sector Risk
Fixed Income Risk
Focused Investment Risk
Foreign Currency Risk
Foreign Exchanges Risk

 

Risk Principal/Non-Principal
Foreign Securities/Investments Risk
Forwards Risk
Futures Contract Risk
Geographic Concentration Risk
Growth Stock Risk
Healthcare Sector Risk
Hedging Risk
Income Risk
Index-Linked Derivative Securities Risk
Index Risk
Industrials Sector Risk
Industry Concentration Risk
Inflation-Indexed Bond Risk
Inflation Protected Securities Risk
Interest Rate Risk
Inverse ETF and ETN Risk  ○
Investment Model Risk
Investment Style Risk
Issuer Specific Risk
Junk Bond Risk
Large Capitalization Stock Risk
Leverage Risk
Leveraged ETF Risk
LIBOR Risk
Limited Secondary Market for Floating Rate Loan Funds Risk
Liquidity Risk
Liquidity for Floating Rate Loan Funds Risk
Litigation Risk
Loan Risk
Lower Quality Debt Risk

 

Risk Principal/Non-Principal
Machinery and Electrical Equipment Industry Risk
Management Risk
Market Risk
Market Volatility-Linked ETFs Risk
MBS and CMO Risk
Medium (Mid) Capitalization Stock Risk
Micro Capitalization Risk
MLP and MLP-Related Securities Risk
Mortgage Backed Securities Risk  ○
Municipal Bond Risk
Options Market Risk
Options Risk
OTC Trading Risk  ○
Preferred Stock Risk
Prepayment Risk
Prepayment and Extension Risks for Floating Rate Loans
Real Estate and REIT Risk
Real Estate Risk
Regulatory Risk
Repurchase and Reverse Repurchase Agreements Risk
Restricted Securities Risk
Risk Management Risk
Sector Concentration Risk
Security Risk
Segregation Risk
Senior Loan Risk
Short Selling Risk
Smaller Capitalization Stock Risk

 

Risk Principal/Non-Principal
Sovereign Debt Risk
Structured Note Risk
Sub-Prime Mortgage Risk
Swap Risk
TBA Risk
Technology Sector Risk
Tracking Risk of ETFs
Turnover Rate Risk
Underlying Fund Risk

Utilities Sector Risk
U.S. Agency Securities Risk
U.S. Government Obligations Risk
Valuation of Loans Risks
Volatility Risk
Volatility ETN Risk

 

 

Acquired Fund Risk. Because
the Fund may invest in other investment companies, the value of your investment will fluctuate in response to the performance of
the acquired funds. Investing in acquired funds involves certain additional expenses and certain tax results that would not arise
if you invested directly in the acquired funds. By investing in acquired funds, you will bear not only your proportionate share
of the Fund’s expenses (including operating costs and investment advisory and administrative fees), but also, indirectly,
similar expenses and charges of the acquired funds, including any contingent deferred sales charges and redemption charges. Finally,
you may incur increased tax liabilities by investing in the Fund rather than directly in the acquired funds.

ETF shares may trade at a discount
to or a premium above net asset value if there is a limited market in such shares. ETFs are also subject to brokerage and other
trading costs, which could result in greater expenses to the Fund. Because the value of ETF shares depends on the demand in the
market, the adviser or sub-adviser (as applicable) may not be able to liquidate the Fund’s holding at the most optimal time,
adversely affecting performance.

Each acquired fund is subject
to specific risks, depending on the nature of its investment strategy. Acquired funds that use derivatives may be subject to counterparty
risk, liquidity risk, and other risks commonly associated with investments in derivatives.

Active Trading Risk. The Fund
may trade securities actively, which could increase its transaction costs (thereby lowering its performance) and could increase
the amount of taxes

you owe by generating short-term
gains, which may be taxed at a higher rate. Under certain market conditions, the Fund’s turnover may very high and considerably
higher than that of other funds.

 

ADR Currency Risk. To establish
a value for the shares, the issuer establishes a “conversion rate” equal to one share of an ADR for a certain number
of shares of the stock of a foreign company. This “conversion rate” establishes a universal monetary relationship between
the value of the ADR and the local currency of the foreign company stock. Although an ADR is priced in the US dollar, in order
to preserve the uniformity of the established “conversion rate,” movements in the exchange rate of the local currency
versus the US dollar are automatically reflected in the price of the ADR in US dollars. Therefore, even if the price of the foreign
security does not change on its market, if the exchange rate of the local currency relative to the US dollar declines, the ADR
price would decline by a similar measure.

Although an ADR is priced in the
US dollar, in order to preserve the uniformity of the established “conversion rate,” movements in the exchange rate
of the local currency versus the US dollar are automatically reflected in the price of the ADR in US dollars. Therefore, even if
the price of the foreign security does not change on its market, if the exchange rate of the local currency relative to the US
dollar declines, the ADR price would decline by a similar measure.

ADRs Risk. ADRs, which
are typically issued by a bank, are certificates that evidence ownership of shares of a foreign company and are alternatives to
purchasing foreign securities directly in their national markets and currencies. ADRs are subject to the same risks as direct investment
in foreign companies and involve risks that are not found in investments in U.S. companies. In addition to the risks of investing
in foreign securities discussed below, there is no guarantee that an ADR issuer will continue to offer a particular ADR. As a result,
the Fund may have difficulty selling the ADR, or selling them quickly and efficiently at the prices at which they have been valued.
In a sponsored ADR arrangement, the foreign company assumes the obligation to pay some or all of the depositary’s transaction
fees. Under an unsponsored ADR arrangement, the foreign company assumes no obligations and the depositary’s transaction fees
are paid directly by the ADR holders. Because unsponsored ADR arrangements are organized independently and without the cooperation
of the foreign company, available information concerning the foreign company may not be as current as for sponsored ADRs and voting
rights with respect to the deposited securities are not passed through. ADRs may not track the price of the underlying foreign
securities on which they are based, and their value may change materially at times when U.S. markets are not open for trading.
Certain ADRs are not listed on an exchange and therefore may be considered to be illiquid.

Affiliated Investment Company
Risk
. The Fund may invest in affiliated underlying funds (the “Catalyst Advised Funds”), unaffiliated underlying
funds, or a combination of both. The Advisor, therefore, is subject to conflicts of interest in allocating the Fund’s assets
among the underlying funds. The Advisor will receive more revenue to the extent it selects a Catalyst Advised Fund rather than
an unaffiliated fund for inclusion in the Fund’s portfolio. In addition, the Advisor may have an incentive to allocate the
Fund’s assets to

those Catalyst Advised Funds for
which the net advisory fees payable to the Advisor are higher than the fees payable by other Catalyst Advised Funds.

Allocation Risk. The risk
that if the Fund’s strategy for allocating assets among different assets classes does not work as intended, the Fund may
not achieve its objective or may underperform other funds with the same or similar investment strategy.

Asset-Backed and Mortgage-Backed
Security Risk
. Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the
underlying debt may be repaid ahead of schedule, reducing the value of the Fund’s investments. If interest rates rise, there
may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money.
The value of these securities may be significantly affected by changes in interest rates, the market’s perception of issuers,
and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend
on the ability of the Fund’s Advisor or Sub-Advisor to forecast interest rates and other economic factors correctly. These
securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making
their value highly volatile. The more senior security classes are generally entitled to receive payment before the subordinate
classes if the cash flow generated by the underlying assets is not sufficient to pay all investors. Certain mortgage-backed securities
may be secured by pools of mortgages on single-family, multi-family properties, as well as commercial properties. Similarly, asset
backed securities may be secured by pools of loans, such as student loans, automobile loans, equipment leases, and credit card
receivables. The credit risk on such securities is affected by borrowers or lessees defaulting on their payments. The values of
assets underlying mortgage-backed and asset-backed securities may decline and, therefore, may not be adequate to cover underlying
investors. Mortgage-backed securities and other securities issued by participants in housing and commercial real estate finance,
as well as other real estate-related markets have experienced extraordinary weakness and volatility in certain years. Possible
legislation in the area of residential mortgages, credit cards and other loans that may collateralize the securities in which the
Fund may invest could negatively impact the value of the Fund’s investments. To the extent the Fund focuses its investments
in particular types of mortgage-backed or asset-backed securities, that Fund may be more susceptible to risk factors affecting
such types of securities. The liquidity of these assets may decrease over time.

Bank Loan Risk. The market
for bank loans, also known as loans or corporate loans, of which senior secured loans are a type, may not be highly liquid and
the Fund may have difficulty selling them. These investments expose the Fund to the credit risk of both the financial institution
and the underlying borrower. Bank loans settle on a delayed basis, potentially leading to the sale proceeds of such loans not being
available to meet redemptions for a substantial period of time after the sale of the bank loans. Certain bank loans may not be
considered “securities,” and purchasers, such as the Fund, therefore may not be entitled to rely on the protections
of federal securities laws, including anti-fraud provisions.

Basic Materials Industry Risk.
To the extent that the Fund’s investments are exposed to issuers conducting business in basic materials, the Fund is subject
to the risk that the

securities of such issuers will
underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition
affecting that economic sector. The prices of the securities of basic materials companies also may fluctuate widely in response
to such events.

Business Development Companies
(“BDC”) Risk.
BDCs may carry risks similar to those of a private equity or venture capital fund. BDC company securities
are not redeemable at the option of the shareholder and they may trade in the market at a discount to their net asset value. A
BDC is a form of investment company that is required to invest at least 70% of its total assets in securities (typically debt)
of private companies, thinly traded U.S. public companies, or short-term high-quality debt securities. The BDCs held by the Fund
may leverage their portfolios through borrowings or the issuance of preferred stock. While leverage often serves to increase the
yield of a BDC, this leverage also subjects a BDC to increased risks, including the likelihood of increased volatility and the
possibility that a BDC’s common share income will fall if the dividend rate of the preferred shares or the interest rate
on any borrowings rises. A significant portion of a BDC’s investments are recorded at fair value as determined by its board
of directors which may create uncertainty as to the value of the BDC’s investments. Non-traded BDCs are illiquid and it may
not be possible to redeem shares or to do so without paying a substantial penalty. Publicly-traded BDCs usually trade at a discount
to their net asset value because they invest in unlisted securities and have limited access to capital markets. BDCs are subject
to high failure rates among the companies in which they invest and federal securities laws impose restraints upon the organization
and operations of BDCs that can limit or negatively impact the performance of a BDC. However, the Fund does not believe it would
be liable for the actions of any entity in which it invests and that only its investment is at risk. Also, BDCs may engage in certain
principal and joint transactions that a mutual fund or closed-end fund may not without an exemptive order from the SEC.

Call Options Risk.  There
are risks associated with the sale and purchase of call options.  As the seller (writer) of a covered call option, the Fund
assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security
less the premium received, and gives up the opportunity for gain on the underlying security above the exercise option price. 
The Fund continues to bear the risk that it will lose money if the value of the security falls below the strike price. Option premiums
are treated as short-term capital gains and when distributed to shareholders, are usually taxable as ordinary income, which may
have a higher tax rate than long-term capital gains for shareholders holding Fund shares in a taxable account. As the buyer of
a call option, the Fund assumes the risk that the market price of the underlying security will not increase above the strike price
plus the premiums paid, so the Fund bears the risk that it will lose the premium paid for the option.

Capacity Risk. The markets
and investments in which the Fund invests may, at times, be limited. Under such conditions, the execution of the Fund’s strategy
may be affected and the Fund may not achieve its investment objective. In addition, the Fund may not be able to purchase or sell
investments at favorable market prices.

Cash or Cash Equivalents Risk.
At any time, the Fund may have significant investments in cash or cash equivalents. When a substantial portion of a portfolio is
held in cash or cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace
with inflation, thus reducing purchasing power over time.

CLOs Risk. CLOs
are securities backed by an underlying portfolio of debt and loan obligations, respectively. CLOs issue classes or “tranches”
of debt that vary in risk and yield and may experience substantial losses due to actual defaults, decrease of market value due
to collateral defaults and removal of subordinate tranches, market anticipation of defaults and investor aversion to CLO securities
as a class. The risks of investing in CLOs depend largely on the tranche invested in and the type of the underlying debts and loans
in the CLO, respectively, in which the Fund invests. CLOs also carry risks including, but not limited to, interest rate risk and
credit risk.

Changing Fixed Income Market
Conditions Risk.
Following the financial crisis that began in 2007, the Board of Governors of the Federal Reserve System (the
“Federal Reserve”) has attempted to support the U.S. economic recovery by keeping the federal funds rate at a low level
and purchasing large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities on
the open market. Any future interest rate increases could cause the value of any Fund that invests in fixed income securities to
decrease. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity
for certain Fund investments, which could cause the value of the Fund’s investments and share price to decline. If the Fund
invests in derivatives tied to fixed-income markets, the Fund may be more substantially exposed to these risks than a fund that
does not invest in derivatives. To the extent the Fund experiences high redemptions because of these policy changes, the Fund may
experience increased portfolio turnover, which will increase the costs the Fund incurs and may lower its performance. Furthermore,
if rising interest rates cause the Fund to lose enough value, the Fund could also face increased shareholder redemptions, which
could force the Fund to liquidate investments at disadvantageous times or prices, therefore adversely affecting the Fund. In addition,
decreases in fixed income dealer market-making capacity may persist in the future, potentially leading to decreased liquidity and
increased volatility in the fixed income markets.

Collateralized Bond Obligation
Risk.
The pool of securities underlying collateralized bond obligations is typically separated in groupings called tranches
representing different degrees of credit quality. The higher quality tranches have greater degrees of protection and pay lower
interest rates. The lower tranches, with greater risk, pay higher interest rates.

Commodity Risk. The Fund’s
exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The
value of commodity-linked derivative instruments, commodity-based exchange-traded trusts and commodity-based exchange-traded funds
and notes may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or sectors
affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international
economic, political and regulatory developments.

Conflict of Interest – Advisors/Sub-Advisors
Risk.
The Advisor, Sub-Advisors, and individuals associated with the Advisor and Sub-Advisors may have compensation and/or
other arrangements that may be in conflict to the interests of the Fund.

Conflict of Interest – Portfolio
Manager Risk.
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities
with respect to more than one fund or other accounts. More specifically, portfolio managers who manage multiple funds are presented
with the following potential conflicts:

· The management of multiple accounts may result in a portfolio manager devoting unequal time and
attention to the management of each account. The management of multiple funds and accounts also may give rise to potential conflicts
of interest if the Fund and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must
allocate his time and investment ideas across multiple funds and accounts.
· With respect to securities transactions for the Fund, the Advisor or Sub-Advisor determine which
broker to use to execute each order, consistent with the duty to seek best execution of the transaction. The portfolio manager
may execute transactions for another fund or account that may adversely impact the value of securities held by the Fund. Securities
selected for funds or accounts other than the Fund may outperform the securities selected for the Fund.
· The appearance of a conflict of interest may arise where the Advisor or Sub-Advisor has an incentive,
such as a performance-based management fee. The management of personal accounts may give rise to potential conflicts of interest;
there is no assurance that the Fund’s code of ethics will adequately address such conflicts. One of the portfolio manager’s numerous
responsibilities is to assist in the sale of Fund shares. Because the portfolio manager’s compensation is indirectly linked
to the sale of Fund shares, they may have an incentive to devote time to marketing efforts designed to increase sales of Fund shares
· The Advisor and Sub-Advisor has adopted a code of ethics that, among other things, permits
personal trading by employees under conditions where it has been determined that such trades would not adversely impact client
accounts. Nevertheless, the management of personal accounts may give rise to potential conflicts of interest, and there is no assurance
that these codes of ethics will adequately address such conflicts.

Consumer Discretionary Sector
Risk
. The success of consumer product manufacturers and retailers is tied closely to the performance of domestic and international
economies, interest rates, exchange rates, competition, consumer confidence, changes in demographics and consumer preferences.
Companies in the consumer discretionary sector depend heavily on disposable household income and consumer spending, and may be
strongly affected by social trends and marketing campaigns. These companies may be subject to severe competition, which may have
an adverse impact on their profitability.

Convertible Bond Risk.
Convertible bonds are hybrid securities that have characteristics of both bonds and common stocks and are subject to fixed income
security risks and conversion value-related equity risk. Convertible bonds are similar to other fixed-income securities because
they usually pay a fixed interest rate and are obligated to repay principal on a given date in the future. The market value of
fixed-income securities tends to decline as interest rates increase. Convertible bonds are particularly sensitive to changes in
interest rates when their conversion to equity feature is small relative to the interest and principal value of the bond. Convertible
issuers may not be able to make principal and interest payments on the bond as they become due. Convertible bonds may also be subject
to prepayment or redemption risk. If a convertible bond is called for redemption, the Fund will be required to surrender the security
for redemption, convert it into the issuing company’s common stock or cash at a time that may be unfavorable to the Fund. Convertible
securities have characteristics similar to common stocks especially when their conversion value is greater than the interest and
principal value of the bond. The price of equity securities may rise or fall because of economic or political changes. Stock prices
in general may decline over short or even extended periods of time. Market prices of equity securities in broad market segments
may be adversely affected by a prominent issuer having experienced losses or by the lack of earnings or such an issuer’s failure
to meet the market’s expectations with respect to new products or services, or even by factors wholly unrelated to the value or
condition of the issuer, such as changes in interest rates. When a convertible bond’s value is more closely tied to its conversion
to stock feature, it is sensitive to the underlying stock’s price.

Convertible Securities Risk.
Convertible securities subject the Fund to the risks associated with both fixed-income securities and equity securities. If a convertible
security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates
fall and decrease when interest rates rise. If the conversion value exceeds the investment value, the price of the convertible
security will tend to fluctuate directly with the price of the underlying equity security.

Counterparty Risk. The
risk exists that a counterparty to a financial instrument held by the Fund or by a special purpose or structured vehicle in which
the Fund invests may become insolvent or otherwise fail to perform its obligations due to financial difficulties, including making
payments to the Fund. The Fund may obtain no or limited recovery in a bankruptcy or other organizational proceedings, and any recovery
may be significantly delayed. Transactions that the Fund enters into may involve counterparties in the financial services sector
and, as a result, events affecting the financial services sector may cause the Fund’s share value to fluctuate.

Credit Default Swap Risk.
Credit default swaps (“CDS”) are typically two-party financial contracts that transfer credit exposure between the two
parties. Under a typical CDS, one party (the “seller”) receives pre-determined periodic payments from the other party
(the “buyer”). The seller agrees to make compensating specific payments to the buyer if a negative credit event occurs,
such as the bankruptcy or default by the issuer of the underlying debt instrument. The use of CDS involves investment techniques
and risks different from those associated with ordinary portfolio security transactions, such as potentially heightened counterparty,
concentration and exposure risks.

Credit Risk. Credit risk
is the risk that an issuer of a debt instrument will fail to pay principal and interest in a timely manner, reducing the Fund’s
total return. The Fund may invest in high-yield, high-risk securities commonly called “junk bonds,” that are not investment
grade and are generally considered speculative because they present a greater risk of loss, including default, than higher quality
debt instruments. Credit risk may be substantial for the Fund. The price of a fixed income security tends to drop if the rating
of the underlying issuer drops and the probability of the failure to pay principal and interest increases.

Credit Risk for Floating Rate
Loans
. Credit risk is the risk that the issuer of a loan or other instrument will not be able to make principal and interest
payments on its outstanding debt obligations when due or otherwise will default on its obligations to the Fund and/or that the
guarantors or other sources of credit support for such persons will not satisfy their obligations. The value of the Fund’s
shares, and the Fund’s ability to pay dividends, is dependent upon the performance of the assets in its portfolio. Prices
of the Fund’s investments can fall if the actual or perceived financial health of the borrowers on, or issuers of, such investments
deteriorates, whether because of broad economic or issuer-specific reasons. In severe cases, the borrower or issuer could be late
in paying interest or principal, or could fail to pay altogether.

In the event a borrower fails
to pay scheduled interest or principal payments on an investment held by the Fund, the Fund will experience a reduction in its
income and a decline in the market value of such investment. This will likely reduce the amount of dividends paid by the Fund and
likely lead to a decline in the net asset value of the Fund’s shares.

The Fund generally invests in
floating rate loans that are senior in the capital structure of the borrower or issuer, and that are secured with specific collateral.
Loans that are senior and secured generally involve less risk than unsecured or subordinated debt and equity instruments of the
same borrower because the payment of principal and interest on senior loans is an obligation of the borrower that, in most instances,
takes precedence over the payment of dividends or the return of capital to the borrower’s shareholders, and payments to bond
holders; and because of the collateral supporting the repayment of the debt instrument. However, the value of the collateral may
not equal the Fund’s investment when the debt instrument is acquired or may decline below the principal amount of the debt
instrument subsequent to the Fund’s investment. Also, to the extent that collateral consists of stocks of the borrower, or
its subsidiaries or affiliates, the Fund bears the risk that the stocks may decline in value, be relatively illiquid, or may lose
all or substantially all of their value, causing the Fund’s investment to be undercollateralized. Therefore, the liquidation
of the collateral underlying a floating rate loan in which the Fund has invested, may not satisfy the borrower’s obligation
to the Fund in the event of non-payment of scheduled interest or principal, and the collateral may not be able to be readily liquidated.

In the event of the bankruptcy
of a borrower or issuer, the Fund could experience delays and limitations on its ability to realize the benefits of the collateral
securing the Fund’s investment. Among the risks involved in a bankruptcy are assertions that the pledge of

collateral to secure a loan constitutes
a fraudulent conveyance or preferential transfer that would have the effect of nullifying or subordinating the Fund’s rights
to the collateral.

The floating rate debt in which
the Fund invests is generally rated lower than investment-grade credit quality, i.e., rated lower than “Baa3” by Moody’s
Investors Service, Inc. (“Moody’s”) or “BBB-” by Standard & Poor’s Ratings Services (“S&P”),
or have been made to borrowers who have issued debt securities that are rated lower than investment-grade in quality or, if unrated,
would be rated lower than investment-grade credit quality. The Fund’s investments in lower than investment-grade floating
rate loans will generally be rated at the time of purchase between “B3” and “Ba1” by Moody’s, “B-”
and “BB+” by S&P or, if not rated, would be of similar credit quality. Investment decisions for the Fund will be
based largely on the credit analysis performed by the Sub-Advisor, and not on rating agency evaluation. This analysis may be difficult
to perform. Information about a loan and its borrower generally is not in the public domain. Many borrowers have not issued securities
to the public and are not subject to reporting requirements under federal securities laws. Generally, however, borrowers are required
to provide financial information to lenders and information may be available from other loan market participants or agents that
originate or administer loans.

Currency Risk. Currency
risk is the risk that fluctuations in exchange rates will adversely affect the market value of the Fund’s investments. Currency
risk includes the risk that the currencies in which the Fund has taken a position, or in which the Fund’s investments are
denominated, will decline in value. Derivative transactions in foreign currencies (such as futures, forwards, options, and swaps)
are also subject to currency risk. Some currencies are illiquid, and the Fund may not be able to convert them into U.S. dollars
or may only be able to do so at an unfavorable exchange rate. Currency trading involves significant risks, including market risk,
interest rate risk, country risk, counterparty credit risk and short sale risk. Market risk results from the price movement of
foreign currency values in response to shifting market supply and demand. Since exchange rate changes can readily move in one direction,
a currency position carried overnight or over a number of days may involve greater risk than one carried a few minutes or hours.
Interest rate risk arises whenever a country changes its stated interest rate target associated with its currency. Country risk
arises because virtually every country has interfered with international transactions in its currency. Interference has taken the
form of regulation of the local exchange market, restrictions on foreign investment by residents or limits on inflows of investment
funds from abroad. Restrictions on the exchange market or on international transactions are intended to affect the level or movement
of the exchange rate. This risk could include the country issuing a new currency, effectively making the “old” currency
worthless. The Fund may also take short positions, through derivatives, if the Advisor or Sub-Advisor believes the value of a currency
is likely to depreciate in value. A “short” position is, in effect, similar to a sale in which the Fund sells a currency
it does not own but, has borrowed in anticipation that the market price of the currency will decline. The Fund must replace a short
currency position by purchasing it at the market price at the time of replacement, which may be more or less than the price at
which the Fund took a short position in the currency.

Debtor-In-Possession Loan Risks.
Debtor-in-possession (DIP) loans can provide creditors with varying levels of protection, as they may carry super-priority repayment
status, be secured by a lien on the borrower’s otherwise unencumbered assets, or be secured by a junior lien on the borrower’s
encumbered assets. These financings are subject to the risk that the borrower will not emerge successfully from the bankruptcy/reorganization
proceedings and will be forced to liquidate its assets. In the event of liquidation, the Fund’s only recourse will be against the
property securing the DIP loan and any remaining unencumbered assets, which might be insufficient to repay the DIP loan in full.
In addition, companies in bankruptcy may also be undergoing significant financial and operational changes that may cause their
financial performance to have elevated levels of volatility. DIP financings may involve payment-in-kind interest or principal interest
payments, and the Fund may receive securities of a reorganized issuer (e.g., common stock, preferred stock, warrants) in return
for its investment, which may include illiquid investments and investments that are difficult to value.

 

Demand for Loans Risk.
An increase in demand for loans may benefit the Fund by providing increased liquidity for such loans and higher sales prices, but
it may also adversely affect the rate of interest payable on such loans acquired by the Fund and the rights provided to the Fund
under the terms of the applicable loan agreement, and may increase the price of loans that the Fund wishes to purchase in the secondary
market. A decrease in the demand for loans may adversely affect the price of loans in the Fund’s portfolio, which could cause
the Fund’s net asset value to decline. From 2008 to approximately 2010, the aggregate size of the loan market contracted,
characterized by limited new loan issuance and payoffs of outstanding loans. The number of market participants also decreased during
this period. Since then, the size of the loan market has continued to grow. The number of market participants also has increased
to above pre-crisis levels. There can be no assurance that the size of the loan market, and the number of participants, will sustain
such levels.

Derivatives Risk. The Fund
may use derivatives to enhance returns or hedge against market declines. The Fund’s use of derivative instruments involves
risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional
investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual
obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may
not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially
during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited
to: changing supply and demand relationships; government programs and policies; national and international political and economic
events, changes in interest rates, inflation and deflation and changes in supply and demand relationships. Trading derivative instruments
involves risks different from, or possibly greater than, the risks associated with investing directly in securities including:

Leverage and Volatility Risk:
Derivative contracts ordinarily have leverage inherent in their terms. The low margin deposits normally required in trading derivatives,
including futures contracts, permit a high degree of leverage. In addition, it is

anticipated that the Underlying
Pools will be “notionally funded” – that is their nominal trading level will exceed the cash deposited in the trading
accounts. Accordingly, a relatively small price movement may result in an immediate and substantial loss to the Fund. The use of
leverage may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy
its obligations or to meet collateral segregation requirements. The use of leveraged derivatives can magnify the Fund’s potential
for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price.

Liquidity Risk: Although
it is anticipated that the derivatives traded by the Fund will be actively traded, it is possible that particular investments might
be difficult to purchase or sell, possibly preventing the Fund from executing positions at an advantageous time or price, or possibly
requiring them to dispose of other investments at unfavorable times or prices in order to satisfy their obligations. Most U.S.
commodity futures exchanges impose daily limits regulating the maximum amount above or below the previous day’s settlement
price which a futures contract price may fluctuate during a single day. During a single trading day no trades may be executed at
prices beyond the daily limit. Once the price of a particular futures contract has increased or decreased to the limit point, it
may be difficult, costly or impossible to liquidate a position. It is also possible that an exchange or the Commodity Futures Trading
Commission (“CFTC”), which regulates commodity futures exchanges, may suspend trading in a particular contract, order
immediate settlement of a contract or order that trading to the liquidation of open positions only.

Dividend Yield Risk. While
the Fund may hold securities of companies that have historically paid a dividend, those companies may reduce or discontinue their
dividends, thus reducing the yield of the Fund. Lower priced securities in the Fund may be more susceptible to these risks. Past
dividend payments are not a guarantee of future dividend payments. Also, the market return of high dividend yield securities, in
certain market conditions, may be worse than the market return of other investment strategies or the overall stock market.

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

Emerging Markets Risk.
Investing in emerging markets involves not only the risks described below with respect to investing in foreign securities, but
also other risks, including exposure to economic structures that are generally less diverse and mature, and to political systems
that can be expected to have less stability, than those of developed countries. For example, emerging markets may experience significant
declines in value due to political and currency volatility. Other characteristics of emerging markets that may affect investment
include certain national policies that may restrict investment by foreigners in issuers or industries deemed sensitive to relevant
national interests and the absence of developed structures governing private and foreign investments and private property. The
typically small size of the markets of securities of issuers located in emerging markets and the possibility of a low or nonexistent
volume of trading in those securities may also result in a lack of liquidity and in price volatility of those securities.

Energy and Infrastructure Industry
Risk.
Companies in the energy and infrastructure industry are subject to many risks that can negatively impact the revenues
and viability of companies in this industry. These risks include, but are not limited to, commodity price volatility risk, supply
and demand risk, reserve and depletion risk, operations risk, regulatory risk, environmental risk, terrorism risk and the risk
of natural disasters.

 

Energy Sector Risk. Risks
of energy related securities include the risks that a decrease in the production of natural gas, natural gas liquids, crude oil,
coal or other energy commodities or a decrease in the volume of such commodities available for transportation, mining, processing,
storage or distribution may adversely impact the financial performance of energy related securities. To maintain or grow their
revenues, these companies need to maintain or expand their reserves through exploration of new sources of supply, through the development
of existing sources, through acquisitions, or through long-term contracts to acquire reserves. The financial performance of energy
related securities may be adversely affected if an MLP, or the companies to whom it provides the service, are unable to cost-effectively
acquire additional reserves sufficient to replace the natural decline. Various governmental authorities have the power to enforce
compliance with regulations and the permits issued under them, and violators are subject to administrative, civil and criminal
penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the
future which would likely increase compliance costs and may adversely affect the financial performance of energy related securities.
Volatility of commodity prices, which may lead to a reduction in production or supply, may also negatively impact the performance
of energy related securities. energy related securities are also subject to risks that are specific to the industry they serve.
Energy related entities that provide crude oil, refined product, natural gas liquids and natural gas services are subject to supply
and demand fluctuations in the markets they serve which will

be impacted by a wide range of factors,
including fluctuating commodity prices, weather, increased conservation or use of alternative fuel sources, increased governmental
or environmental regulation, depletion, rising interest rates, declines in domestic or foreign production, accidents or catastrophic
events, and economic conditions, among others.

 

Equity Securities Incidental
to Investments in Loans Risk
. The value of equity securities in which the Fund invests may be affected more rapidly, and to
a greater extent, by company-specific developments and general market conditions. These risks may increase fluctuations in the
Fund’s net asset value. The Fund may frequently possess material non-public information about a borrower as a result of its
ownership of a loan of such borrower. Because of prohibitions on trading in securities of issuers while in possession of such information
the Fund might be unable to enter into a transaction in a security of such a borrower when it would otherwise be advantageous to
do so.

Equity Security Risk. Common
and preferred stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market
confidence in and perceptions of their issuers change. Warrants and rights may expire worthless if the price of a common stock
is below the conversion price of the warrant or right. Convertible bonds may decline in value if the price of a common stock falls
below the conversion price. Investor perceptions are based on various and unpredictable factors, including expectations regarding
government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction and global
or regional political, economic and banking crises.

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

Extension Risk. Refers
to the risk that if interest rates rise, repayments of principal on certain debt securities, including, but not limited to, floating
rate loans and mortgage-related securities, may occur at a slower rate than expected and the expected maturity of those securities
could lengthen as a result. Securities that are subject to extension risk generally have a greater potential for loss when prevailing
interest rates rise, which could cause their values to fall sharply.

Financials Sector Risk.
Performance of companies in the financials sector may be adversely impacted by many factors, including, among others, government
regulations, economic conditions, credit rating downgrades, changes in interest rates, and decreased liquidity in credit markets.
The impact of more stringent capital requirements, recent or future regulation of any individual financial company, or recent or
future regulation of the financials sector as a whole cannot be predicted.

Fixed Income Risk. When
the Fund invests in fixed income securities, the value of your investment in the Fund will fluctuate with changes in interest rates.
Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the
market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest
rates than shorter-term securities. Other

risk factors include credit risk
(the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments).
These risks could affect the value of a particular investment by the Fund, possibly causing the Fund’s share price and total
return to be reduced and fluctuate more than other types of investments.

Focused Investment Risk.
The Fund’s portfolio may be focused on a limited number of industries, asset classes, countries, or issuers/obligors. Investments
focused in a limited number of industries, asset classes, countries, or issuers that are subject to the same or similar risk factors,
and investments whose prices are closely correlated, are subject to greater overall risk than investments that are more diversified
or whose prices are not as closely correlated.  The focus of the Fund’s portfolio in any issuers would subject the Fund
to a greater degree of risk with respect to market price volatility or defaults by such issuers, and the focus of the portfolio
in any one industry, asset class or country would subject the Fund to a greater degree of risk with respect to economic downturns
relating to such industry, asset class, or country.

Foreign Currency Risk.
Currency trading involves significant risks, including market risk, interest rate risk, country risk, counterparty credit risk
and short sale risk. Market risk results from the price movement of foreign currency values in response to shifting market supply
and demand. Since exchange rate changes can readily move in one direction, a currency position carried overnight or over a number
of days may involve greater risk than one carried a few minutes or hours. Interest rate risk arises whenever a country changes
its stated interest rate target associated with its currency. Country risk arises because virtually every country has interfered
with international transactions in its currency. Interference has taken the form of regulation of the local exchange market, restrictions
on foreign investment by residents or limits on inflows of investment funds from abroad. Restrictions on the exchange market or
on international transactions are intended to affect the level or movement of the exchange rate. This risk could include the country
issuing a new currency, effectively making the “old” currency worthless.

Foreign Exchanges Risk.
A portion of the derivatives trades made by the Fund may take place on foreign markets. Neither existing CFTC regulations nor regulations
of any other U.S. governmental agency apply to transactions on foreign markets. Some of these foreign markets, in contrast to U.S.
exchanges, are so-called principals’ markets in which performance is the responsibility only of the individual counterparty
with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these
kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.

Foreign Securities/Investment
Risk.
To the extent the Fund invests in foreign investments, the Fund could be subject to greater risks because the Fund’s
performance may depend on issues other than the performance of a particular company or U.S. market sector. Changes in foreign economies
and political climates are more likely to affect the Fund than a mutual fund that invests exclusively in U.S. companies. The value
of foreign investment is also affected by the value of the local currency relative to the U.S. dollar. There may also be less government
supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information. The values
of foreign

investments may be affected by
changes in exchange control regulations, application of foreign tax laws (including withholding tax), changes in governmental administration
or economic or monetary policy (in this country or abroad) or changed circumstances in dealings between nations. In addition, foreign
brokerage commissions, custody fees and other costs of investing in foreign securities are generally higher than in the United
States. Investments in foreign issues could be affected by other factors not present in the United States, including expropriation,
armed conflict, confiscatory taxation, and potential difficulties in enforcing contractual obligations. As a result, the Fund may
be exposed to greater risk and will be more dependent on the Sub-Advisor’s ability to assess such risk than
if the Fund invested solely in U.S. companies. Foreign investments may have less liquid trading markets, extreme price volatility,
changes in economic, political, regulatory and social conditions, sustained economic downturns, financial instability, tax burdens,
and investment and repatriation restrictions. Withholding and other non-U.S. taxes may decrease the Fund’s return. Non-U.S.
issuers may be located in parts of the world that have historically been prone to natural disasters.

Forwards Risk. Forward
contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty
and subject to counterparty default risk and liquidity risk. If a counterparty defaults and fails to deliver or settle a forward
trade, replacing the transaction may be costly. Liquidity risk exists because no organized secondary market exists to trade or
dispose of forward obligations

Futures Contract Risk. The
Fund’s use of futures contracts involves risks different from, or possibly greater than, the risks associated with investing
directly in securities and other traditional investments. These risks include (i) leverage risk (ii) risk of mispricing or improper
valuation; and (iii) the risk that changes in the value of the futures contract may not correlate perfectly with the underlying
index. Investments in futures contracts involve leverage, which means a small percentage of assets invested in futures contracts
can have a disproportionately large impact on the Fund. This risk could cause the Fund to lose more than the principal amount invested.
Futures contracts may become mispriced or improperly valued when compared to the Sub-Advisor’s expectation and may not produce
the desired investment results. Additionally, 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 contracts do not
pay dividends unlike the stocks upon which they are based.

Geographic Concentration Risk.
The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting countries within
the specific geographic regions in which the Fund invests. Currency devaluations could occur in countries that have not yet experienced
currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result,
the Fund’s net asset value may be more volatile than a more geographically diversified fund.

Growth Stock Risk. “Growth”
stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types
of stocks. “Growth” stocks also tend to be more expensive relative to their earnings or assets compared to other types
of stocks. As a result, “growth” stocks tend to be sensitive to changes in their earnings

and more volatile in price than
the stock market as a whole. In addition, companies that the Advisor or Sub-Advisor believes have significant growth potential
are often companies with new, limited or cyclical product lines, markets or financial resources and the management of such companies
may be dependent upon one or a few key people. The stocks of such companies can therefore be subject to more abrupt or erratic
market movements than stocks of larger, more established companies or the stock market in general.

Healthcare Sector Risk.
The healthcare sector may be affected by government regulations and government healthcare programs, increases or decreases in the
cost of medical products and services and product liability claims, among other factors. Many healthcare companies are heavily
dependent on patent protection, and the expiration of a company’s patent may adversely affect that company’s profitability. Healthcare
companies are subject to competitive forces that may result in price discounting, and may be thinly capitalized and susceptible
to product obsolescence.

 

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

Income Risk. Income risk
is the risk that the income from the Fund’s portfolio will decline because of falling market interest rates. This can result
when the Fund invests the proceeds from new share sales, or from matured or called bonds, at market interest rates that are below
the portfolio’s current earnings rate.

Index-Linked Derivative Securities
Risk.
If the derivative is linked to the performance of an index, it will be subject to the risks associated with changes in
that index.

Index Risk. If the derivative
is linked to the performance of an index, it will be subject to the risks associated with changes in that index.

Industrials Sector Risk.
The value of securities issued by companies in the industrials sector may be adversely affected by supply and demand related to
their specific products or services and industrials sector products in general. The products of manufacturing companies may face
obsolescence due to rapid technological developments and frequent new product introduction. Government regulations, world events,
economic conditions and exchange rates may adversely affect the performance of companies in the industrials sector. Companies in
the industrials sector may be adversely affected by liability for environmental damage and product liability claims. Companies
in the industrials sector, particularly aerospace and defense companies, may also be adversely affected by government spending
policies because companies involved in this sector rely to a significant extent on government demand for their products and services.

Industry Concentration Risk.
The Fund that concentrates its investments in an industry or group of industries is more vulnerable to adverse market, economic,
regulatory, political

or other developments affecting
such industry or group of industries than the Fund that invests its assets more broadly.

Inflation-Indexed Bond Risk.
Inflation-indexed bonds are fixed income securities whose principal values are periodically adjusted according to a measure of
inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and
consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced.
Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation
indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may
be less than the original principal. With regard to municipal inflation-indexed bonds and certain corporate inflation-indexed bonds,
the inflation adjustment is reflected in the semi-annual coupon payment. As a result, the principal value of municipal inflation-indexed
bonds and such corporate inflation indexed bonds does not adjust according to the rate of inflation. The value of inflation-indexed
bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between
nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest
rates may rise, leading to a decrease in value of inflation-indexed bonds. Inflation-indexed bonds may cause a potential cash flow
mismatch to investors, because an increase in the principal amount of an inflation-indexed bond will be treated as interest income
currently subject to tax at ordinary income rates even though investors will not receive repayment of principal until maturity.
If the Fund invests in such bonds, it will be required to distribute such interest income in order to qualify for treatment as
a regulated investment company and eliminate the Fund-level tax, without a corresponding receipt of cash, and therefore may be
required to dispose of portfolio securities at a time when it may not be desirable.

Inflation Protected Securities
Risk.
Inflation-protected debt securities tend to react to changes in real interest rates. Real interest rates represent nominal
(stated) interest rates reduced by the expected impact of inflation. In general, the price of an inflation-protected debt security
can fall when real interest rates rise, and can rise when real interest rates fall. Interest payments on inflation-protected debt
securities can be unpredictable and will vary as the principal and/or interest is adjusted for inflation.

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

Changes in short-term market interest
rates will directly affect the yield on the shares of the Fund whose investments are normally invested in floating rate debt. If
short-term market interest rates fall, the yield on the Fund’s shares will also fall. Conversely, when short-term market
interest rates rise, because of the lag between changes in such short-term rates and the resetting of the floating rates on the
floating rate debt in the Fund’s portfolio, the impact of rising rates will be delayed to the extent of such lag. The impact
of market

interest rate changes on the Fund’s
yield will also be affected by whether, and the extent to which, the floating rate debt in the Fund’s portfolio is subject
to floors on the LIBOR base rate on which interest is calculated for such loans (a “LIBOR floor”). So long as the base
rate for a loan remains under the LIBOR floor, changes in short-term interest rates will not affect the yield on such loans. In
addition, to the extent that the interest rate spreads on floating rate debt in the Fund’s portfolio experience a general
decline, the yield on the Fund’s shares will fall and the value of the Fund’s assets may decrease, which will cause
the Fund’s net asset value to decrease. With respect to the Fund’s investments in fixed rate instruments, a rise in
interest rates generally causes values to fall. The values of fixed rate securities with longer maturities or duration are more
sensitive to changes in interest rates.

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

Investment Model Risk.
Like all quantitative analysis, the Advisor’s or Sub-Advisor’s investment model carries a risk that the mathematical
model used might be based on one or more incorrect assumptions. Rapidly changing and unforeseen market dynamics could also lead
to a decrease in short term effectiveness of the mathematical model. No assurance can be given that the fund will be successful
under all or any market conditions.

Investment Style Risk. The
particular type of investments in which the Fund focuses (such as large-capitalization stocks or growth stocks) may underperform
other asset classes or the overall market. Individual market segments such as the large-cap, mid-cap and small-cap U.S. equity
market segments tend to go through cycles of performing better or worse than other types of securities. These periods may last
as long as several years. Additionally, a particular market segment could fall out of favor with investors, causing the Fund that
focuses on that market segment to underperform those that favor other kinds of securities.

 

Issuer Specific Risk. The
value of a specific security can be more volatile than the market as a whole and can perform differently from the value of the
market as a whole. The value of securities of smaller issuers can be more volatile than those of larger issuers. The value of certain
types of securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic
developments. The value of each underlying pool will be dependent on the success of the strategies used by its manager or managers.
Certain managers may be dependent upon a single individual or small group of individuals, the loss of which could adversely affect
their success.

Junk Bond Risk. Below investment
grade instruments and other lower-quality debt including lower-quality loans, known generally, as “high yield” or “junk”
bonds, present a significant risk for loss of principal and interest. These investments involve greater risk than instruments of
higher quality, including an increased possibility that the instrument’s issuer, obligor or guarantor may not be able to
make its payments of interest and principal (credit quality risk). If that happens, the value of the instrument may decrease, and
the

Fund’s share price may decrease
and its income distribution may be reduced. An economic downturn or period of rising interest rates (interest rate risk) could
adversely affect the market for these instrument and reduce the Fund’s ability to sell them (liquidity risk). Such securities
may also include “Rule 144A” securities, which are subject to resale restrictions. The lack of a liquid market for
these instruments could decrease the Fund’s share price. The credit rating for these securities could also be further downgraded
after they are purchased by the Fund, which would reduce their value. The value of lower-quality investments often fluctuates in
response to company, political, or economic developments and can decline significantly over short periods of time or during periods
of general or regional economic difficulty.

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

Leverage Risk. Using structured
notes and derivatives can create leverage, which can amplify the effects of market volatility on the Fund’s share price and
make the Fund’s returns more volatile. The use of leverage may cause the Fund to liquidate portfolio positions when it would
not be advantageous to do so in order to satisfy its obligations. The use of leverage may also cause the Fund to have higher expenses
than those of mutual funds that do not use such techniques.

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

LIBOR Risk. The Fund have
exposure to LIBOR-linked investments and anticipates that LIBOR will be phased out by the end of 2021. While some instruments may
contemplate a scenario where LIBOR is no longer available by providing for an alternative rate setting methodology, not all instruments
may have such provisions and there is significant uncertainty regarding the effectiveness of any such alternative methodologies
and potential for short-term and long-term market instability. Because of the uncertainty regarding the nature of any replacement
rate, the Fund cannot reasonably estimate the impact of the anticipated transition away from LIBOR at this time. If the LIBOR replacement
rate is lower than market expectations, there could be an adverse impact on the value of preferred and debt securities with floating
or fixed-to-floating rate coupons.

Limited Secondary Market for
Floating Rate Loans Risk
. Although the resale, or secondary market for floating rate loans has grown substantially over the
past decade, both in overall size and number of market participants, there is no organized exchange or board of trade on which
floating rate loans are traded. Instead, the secondary market for floating rate loans is a private, unregulated inter-dealer or
inter-bank resale market.

Floating rate loans usually trade
in large denominations. Trades can be infrequent and the market for floating rate loans may experience substantial volatility.
In addition, the market for floating rate loans has limited transparency so that information about actual trades may be difficult
to obtain. Accordingly, some of the floating rate loans in which the Fund invests may be relatively illiquid.

In addition, the floating rate
loans in which the Fund invests may require the consent of the borrower and/or the agent prior to sale or assignment. These consent
requirements can delay or impede the Fund’s ability to sell floating rate loans and can adversely affect the price that can
be obtained. The Fund may have difficulty disposing of floating rate loans if it needs cash to repay debt, to fund redemptions,
to pay dividends, to pay expenses or to take advantage of new investment opportunities.

These considerations may cause
the Fund to sell floating rate loans at lower prices than it would otherwise consider to meet cash needs or cause the Fund to maintain
a greater portion of its assets in more liquid instruments than it would otherwise, which could negatively impact performance.
The Fund may seek to avoid the necessity of selling assets to meet redemption requests or liquidity needs by the use of borrowings.
Such borrowings, even though they are for the purpose of satisfying redemptions or meeting liquidity needs and not to generate
leveraged returns, nevertheless would produce leverage and the risks that are inherent in leverage. However, there can be no assurance
that sales of floating rate loans at such lower prices can be avoided.

From time to time, the occurrence
of one or more of the factors described above may create a cascading effect where the market for debt instruments (including the
market for floating rate loans) first experiences volatility and then decreased liquidity. Such conditions, or other similar conditions,
may then adversely affect the value of floating rate loans and other instruments, widening spreads against higher-quality debt
instruments, and making it harder to sell floating rate loans at prices at which they have historically or recently traded, thereby
further reducing liquidity. For example, during the global liquidity crisis in the second half of 2008, the average price of loans
in the S&P/LSTA Leverage Loan Index declined by 32% (which included a decline of 3.06% on a single day) prior to rebounding
substantially in 2009 and into 2011. Declines in the Fund’s share price or other market developments (which could be more
severe than in the past) may lead to increased redemptions, which could cause the fund to have to sell floating rate loans and
other instruments at disadvantageous prices and inhibit the ability of the fund to retain its assets in the hope of greater stabilization
in the secondary markets. In addition, these or similar circumstances could cause the Fund to sell its highest quality and most
liquid floating rate loans and other investments in order to satisfy an initial wave of redemptions while leaving the fund with
a remaining portfolio of lower-quality and less liquid investments. In anticipation of such circumstances, the Fund may also need
to maintain a larger portion of its assets in liquid instruments than usual. However, there can be no assurance that the Fund will
foresee the need to maintain greater liquidity or that actual efforts to maintain a larger portion of assets in liquid investments
would successfully mitigate the foregoing risks.

Liquidity Risk. Liquidity
risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling
such illiquid investments at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable
times or prices in order to satisfy its obligations.

Liquidity for Floating Rate
Loans Risk
. The Fund will invest its assets in financial instruments that may be illiquid. The Fund may not be able to readily
dispose of such instruments and, in some cases, may be contractually prohibited from disposing of such instruments for a specified
period of time. If a loan is illiquid, the Fund might be unable to sell the loan at a time when the Fund’s manager might
wish to sell, thereby having the effect of decreasing the Fund’s overall level of liquidity. Further, as described in Valuation
of Loans Risk below, the lack of an established secondary market may make it more difficult to value illiquid loans, which could
result in floating rate loans being assigned values which prove to be higher than the amounts that the Fund ultimately realizes
upon its actual sales of those loans. The Fund may make investments that become less liquid in response to market developments
or adverse investor perception, including but not limited to, those circumstances described in Limited Secondary Market for Floating
Rate Loans Risk above. The Fund could lose money if it cannot sell a loan at the time and price that would be most beneficial to
the fund.

Litigation Risk. The Fund
may be named in a lawsuit despite no wrongdoing by the Fund, its Advisor or Sub-Advisor or any other service provider to the Fund.
The defense of a lawsuit may detrimentally impact the Fund and its shareholders, including incurring legal defense cost, regulatory
costs and increased insurance premiums.

Loan Risk. Investments
in bank loans, also known as loans or corporate loan, of which senior secured loans are a type, may subject the Fund to heightened
credit risks because such loans tend to be highly leveraged and potentially more susceptible to the risks of interest deferral,
default and/or bankruptcy. Senior floating rate loans are often rated below investment grade, but may also be unrated. The risks
associated with these loans can be similar to the risks of below investment grade fixed income instruments. An economic downturn
would generally lead to a higher non-payment rate, and a senior floating rate loan may lose significant market value before a default
occurs. Moreover, any specific collateral used to secure a senior floating rate loan may decline in value or become illiquid, which
would adversely affect the loan’s value. Unlike the securities markets, there is no central clearinghouse for loan trades,
and the loan market has not established enforceable settlement standards or remedies for failure to settle. Therefore, portfolio
transactions in loans may have uncertain settlement time periods. Senior floating rate loans are subject to a number of risks described
elsewhere in this Prospectus, including liquidity risk and the risk of investing in below-investment grade fixed income instruments.

Lower Quality Debt Risk.
Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes
in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities often fluctuates
in response to company, political, or economic developments and can decline significantly over short periods of time or during
periods of general or regional economic difficulty. Lower-quality debt securities can be thinly traded or have

restrictions on resale, making
them difficult to sell at an acceptable price. The default rate for lower-quality debt securities is likely to be higher during
economic recessions or periods of high interest rates.

Machinery and Electrical Equipment
Industry Risk
. The machinery and electrical equipment industries can be significantly affected by general economic trends,
including employment, economic growth, and interest rates; changes in consumer sentiment and spending; overall capital spending
levels, which are influenced by an individual company’s profitability and broader factors such as interest rates and foreign
competition; commodity prices; technical obsolescence; labor relations legislation; government regulation and spending; import
controls; and worldwide competition. Companies in these industries also can be adversely affected by liability for environmental
damage, depletion of resources, and mandated expenditures for safety and pollution control.

Management Risk. The portfolio
manager’s judgments about the attractiveness, value and potential appreciation of particular investments in which the Fund
invests or sells short may prove to be incorrect and there is no guarantee that the portfolio manager’s judgment will produce
the desired results. In addition, a Sub-Advisor’s financial condition may be adversely affected by a significant general
economic downturn, and it may be subject to legal, regulatory, reputational, and other unforeseen risks that could have a material
adverse effect on the Sub-Advisor’s businesses and operations and in turn could possibly impact the Fund.

Market Risk. Overall
market risks may also affect the value of the Fund. The market values of securities or other investments owned by the Fund will
go up or down, sometimes rapidly or unpredictably. Factors such as economic growth and market conditions, interest rate levels,
exchange rates and political events affect the securities markets. Changes in market conditions and interest rates generally do
not have the same impact on all types of securities and instruments. Unexpected local, regional or global events and their aftermath,
such as war; acts of terrorism; financial, political or social disruptions; natural, environmental or man-made disasters; the spread
of infectious illnesses or other public health issues; recessions and depressions; or other tragedies, catastrophes and events
could have a significant impact on the Fund and its investments and could result in increased premiums or discounts to the Fund’s
net asset value, and may impair market liquidity, thereby increasing liquidity risk. Such events can cause investor fear and panic,
which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot
necessarily be foreseen. The Fund could lose money over short periods due to short-term market movements and over longer periods
during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected. In
times of severe market disruptions you could lose your entire investment.

An outbreak of infectious respiratory
illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and subsequently spread globally.
This coronavirus has resulted in, among other things, travel restrictions, closed international borders, enhanced health screenings
at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged

quarantines, significant disruptions
to business operations, market closures, cancellations and restrictions, supply chain disruptions, lower consumer demand, and significant
volatility and declines in global financial markets, as well as general concern and uncertainty. The impact of COVID-19 has adversely
affected, and other infectious illness outbreaks that may arise in the future could adversely affect, the economies of many nations
and the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition,
the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems.
Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in
certain countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty.

Market Volatility-Linked ETFs
Risk
. ETFs that are linked to market volatility have the risks associated with investing in futures. An ETF’s use of
futures involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. These risks include (i) leverage risk (ii) risk of mispricing or improper valuation; and (iii) the
risk that changes in the value of the futures contract may not correlate perfectly with the underlying index. Investments in futures
involve leverage, which means a small percentage of assets invested in futures can have a disproportionately large impact on the
Fund. This risk could cause the ETF to lose more than the principal amount invested. Futures contracts may become mispriced or
improperly valued when compared to the Advisor’s expectation and may not produce the desired investment results. Additionally,
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.

MBS and CMO Risk. MBS and
CMOs are subject to credit risk because underlying loan borrowers may default. MBS and CMO default rates tend to be sensitive to
overall economic conditions and to localized property vacancy rates and prices. Borrower default rates may be significantly higher
than estimated. Certain individual securities may be more sensitive to default rates because payments may be subordinated to other
securities of the same issuer. The Advisor’s and/or Sub-Advisor’s assessment, or a rating agency’s assessment, of borrower
credit quality, default rates and loss rates may prove to be overly optimistic. Additionally, MBS and CMOs are subject to prepayment
risk because the underlying loans held by the issuers may be paid off prior to maturity at faster or lower rates than expected.
The value of these securities may go down as a result of changes in prepayment rates on the underlying mortgages or loans. During
periods of declining interest rates, prepayment rates usually increases and the Fund may have to reinvest prepayment proceeds at
a lower interest rate. CMOs may be less susceptible to this risk because payment priorities within the CMO may have the effect
of a prepayment lock out period.

Medium (Mid) Capitalization
Stock Risk
. To the extent the Fund invests in the stocks of mid-sized companies, the Fund may be subject to additional risks.
The earnings and prospects of these companies are more volatile than larger companies. These companies may experience higher failure
rates than larger companies. Mid-sized companies normally

have a lower trading volume than
larger companies, which may tend to make their market price fall more disproportionately than larger companies in response to selling
pressures. Mid-sized companies may also have limited markets, product lines or financial resources and may lack management experience.

Micro Capitalization Risk.
Micro capitalization companies may be newly formed or have limited product lines, distribution channels and financial and managerial
resources. The risks associated with these investments are generally greater than those associated with investments in the securities
of larger, more established companies. This may cause the Fund’s net asset value to be more volatile when compared to investment
companies that focus only on large capitalization companies.

Generally, securities of micro
capitalization companies are more likely to experience sharper swings in market value, less liquid markets in which it may be more
difficult for the Advisor and/or Sub-Advisor to sell at times and at prices that the Advisor and/or Sub-Advisor believes appropriate
and generally are more volatile than those of larger companies. Compared to large companies, micro capitalization companies are
more likely to have (i) less information publicly available, (ii) more limited product lines or markets and less mature businesses,
(iii) fewer capital resources, (iv) more limited management depth and (v) shorter operating histories. Further, the equity securities
of micro capitalization companies are often traded over the counter and generally experience a lower trading volume than is typical
for securities that are traded on a national securities exchange. Consequently, the Fund may be required to dispose of these securities
over a larger period of time (and potentially at less favorable prices) than would be the case for securities of larger companies,
offering greater potential for gains and losses and associated tax consequences.

MLP and MLP-Related Securities
Risk.
Investments in MLPs and MLP-related securities involve risks different from those of investing in common stock including
risks related to limited control and limited rights to vote on matters affecting the MLP or MLP-related security, risks related
to potential conflicts of interest between an MLP and the MLP’s general partner, cash flow risks, dilution risks (which could
occur if the MLP raises capital and then invests it in projects whose return fails to exceed the cost of capital raised) and risks
related to the general partner’s limited call right. MLPs and MLP-related securities are generally considered interest-rate
sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns. Depending
on the state of interest rates in general, the use of MLPs or MLP-related securities could enhance or harm the overall performance
of the Fund.

MLP Tax Risk. MLPs,
typically, do not pay U.S. federal income tax at the partnership level. Instead, each partner is allocated a share of the partnership’s
income, gains, losses, deductions and expenses. A change in current tax law or in the underlying business mix of a given MLP could
result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required
to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax
purposes would have the effect of reducing the amount of cash available for distribution by the MLP. Thus, if any of the MLPs owned
by the Fund were treated as

corporations for U.S. federal
income tax purposes, it could result in a reduction of the value of your investment in the Fund and lower income, as compared to
an MLP that is not taxed as a corporation.

Mortgage-Backed Securities
Risk.
Mortgage-backed securities represent participating interests in pools of residential mortgage loans, some of which are
guaranteed by the U.S. Government, its agencies or instrumentalities. However, the guarantee of these types of securities relates
to the principal and interest payments and not the market value of such securities. In addition, the guarantee only relates to
the mortgage-backed securities held by the Fund and not the purchase of shares of the Fund.  

Mortgage-backed securities do
not have a fixed maturity and their expected maturities may vary when interest rates rise or fall. An increased rate of prepayments
on the Fund’s mortgage-backed securities will result in an unforeseen loss of interest income to the Fund as the Fund may
be required to reinvest assets at a lower interest rate. A decreased rate of prepayments lengthens the expected maturity of a mortgage-backed
security. The prices of mortgage-backed securities may decrease more than prices of other fixed-income securities when interest
rates rise. The liquidity of mortgage-backed securities may change over time.

Municipal Bond Risk. The
value of municipal bonds that depend on a specific revenue source or general revenue source to fund their payment obligations may
fluctuate as a result of changes in the cash flows generated by the revenue source(s) or changes in the priority of the municipal
obligation to receive the cash flows generated by the revenue source(s). In addition, changes in federal tax laws or the activity
of an issuer may adversely affect the tax-exempt status of municipal bonds. There is no guarantee that a municipality will be able
to pay interest or repay principal. In addition, the ability of an issuer to make payments or repay interest may be affected by
litigation or bankruptcy. In the event of such an issuer’s bankruptcy, the Fund could experience delays in collecting principal
and interest, and may not, in all circumstances, be able to collect all principal and interest to which it is entitled. To enforce
its rights in the event of a default in the payment of interest or repayment of principal, or both, a debt holder may, in some
instances, take possession of, and manage, the assets securing the issuer’s obligations on such securities, which may increase
the Fund’s operating expenses. Any income derived from the Fund’s ownership or operation of such assets may not be
tax-exempt. Municipal bonds are generally subject to interest rate, credit and market risk.

Because many municipal bonds are
issued to finance similar projects (such as those relating to education, health care, housing, transportation, and utilities),
conditions in those sectors may affect the overall municipal securities market. In addition, changes in the financial condition
of an individual municipal issuer can affect the overall municipal market. Municipal bonds backed by current or anticipated revenues
from a specific project or specific assets can be negatively affected by the discontinuance of the supporting taxation or the inability
to collect revenues for the specific project or specific assets. Municipal bonds are subject to the risk that the Internal Revenue
Service (the “IRS”) may determine that an issuer has not complied with applicable tax requirements and that interest
from the municipal bond is taxable, which may result in a significant decline in the value of the security. Municipal bonds may
be less liquid than taxable bonds and there may be less

publicly available information
on the financial condition of municipal bond issuers than for issuers of other securities, and the investment performance of the
Fund may therefore, be more dependent on the analytical abilities of the Sub-Advisor than if the Fund held other types of investments.
The secondary market for municipal bonds also tends to be less well-developed or liquid than many other securities markets, a by-product
of lower capital commitments to the asset class by the dealer community, which may adversely affect the Fund’s ability to
sell municipal bonds at attractive prices or value municipal bonds.

Options Market Risk. Markets
for options and options on futures may not always operate on a fair and orderly basis. At times, prices for options and options
on futures may not represent fair market value and prices may be subject to manipulation, which may be extreme under some circumstances.
The dysfunction and manipulation of volatility and options markets may make it difficult for the fund to effectively implement
its investment strategy and achieve its objectives and could potentially lead to significant losses.

Options Risk. There are
risks associated with the sale and purchase of call and put options. As the seller (writer) of a call option, the Fund assumes
the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the
premium received, and gives up the opportunity for gain on the underlying security above the exercise option price. As the buyer
of a put or call option, the Fund risks losing the entire premium invested in the option if the Fund does not exercise the option.
As a seller (writer) of a put option, the Fund will lose money if the value of the security falls below the strike price. If unhedged,
the Fund’s written calls expose the Fund to potentially unlimited losses.

Over-the-Counter (“OTC”)
Trading Risk.
Certain of the derivatives in which the Fund may invest may be traded (and privately negotiated) in the OTC market.
While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result and
similar to other privately negotiated contracts, the Fund is subject to counterparty credit risk with respect to such derivative
contracts.

Preferred Stock Risk. The
value of preferred stocks will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in
the value of preferred stock. Preferred stocks are also subject to credit risk, which is the possibility that an issuer of preferred
stock will fail to make its dividend payments. Preferred stock prices tend to move more slowly upwards than common stock prices.
In an issuer bankruptcy, preferred stock holders are subordinate to the claims of debtholders and may receive little or no recovery.

Prepayment Risk. During
periods of declining interest rates, prepayment of loans underlying mortgage-backed and asset-backed securities usually accelerates.
Prepayment may shorten the effective maturities of these securities, reducing their yield and market value, and the Fund may have
to reinvest at a lower interest rate.

Prepayment and Extension Risks
for Floating Rate Loans
. Prepayment risk on fixed rate investments is the risk that principal on loan or other obligations
underlying a security may be repaid prior to the stated maturity date, which may reduce the market value of the security and the
anticipated yield-to-maturity. During periods of declining interest rates, borrowers or issuers may exercise their option to prepay
principal earlier than scheduled. For fixed rate loans, such payments often occur during periods of declining interest rates, forcing
the Fund to reinvest in lower yielding investments, resulting in a possible decline in the Fund’s income. This is known as
prepayment or ‘‘call’’ risk. Below investment grade loans may have call features that allow the issuer
to redeem the loan at dates prior to its stated maturity but, for a period of time after issuance, at a specified price greater
than par (“call protection”). Senior loans and other loans are typically prepayable at the borrower’s option,
without call protection, although some loans will have limited call protection in the first one or two years, especially in situations
where the loan is refinanced at a lower cost. Floating rate loans typically have no or limited call protection and may be prepaid
partially or in full at certain times and, in certain circumstances, without penalty. If a floating rate loan is prepaid, the Fund
may realize proceeds that are less than the value that had been assigned to the loan and/or may be forced to reinvest the proceeds
in assets with lower yields than the loan that was repaid.

Extension risk is also the risk
that an issuer will exercise its right to repay principal on a fixed rate obligation held by the Fund later than expected, which
may decrease the value of the obligation and prevent the Fund from investing expected repayment proceeds in investments paying
higher yields.

Real Estate and REIT Risk.
The Fund is subject to the risks of the real estate market as a whole, such as taxation, regulations and economic and political
factors that negatively impact the real estate market and the direct ownership of real estate. These may include decreases in real
estate values, overbuilding, rising operating costs, interest rates and property taxes. In addition, some real estate related investments
are not fully diversified and are subject to the risks associated with financing a limited number of projects. Investing in REITs
involves certain unique risks in addition to those associated with the real estate sector generally. REITs whose underlying properties
are concentrated in a particular industry or region are also subject to risks affecting such industries and regions. REITs (especially
mortgage REITs) are also subject to interest rate risks. By investing in REITs through the Fund, a shareholder will bear expenses
of the REITs in addition to Fund expenses. An entity that fails to qualify as a REIT would be subject to a corporate level tax,
would not be entitled to a deduction for dividends paid to its shareholders and would not pass through to its shareholders the
character of income earned by the entity.

Real Estate Risk. The
Fund is subject to the risks of the real estate market as a whole, such as taxation, regulations and economic and political factors
that negatively impact the real estate market and the direct ownership of real estate. These may include decreases in real estate
values, overbuilding, rising operating costs, interest rates and property taxes. In addition, some real estate related investments
are not fully diversified and are subject to the risks associated with financing a limited number of projects.

Regulatory Risk. Regulatory
authorities in the United States or other countries may adopt rules that restrict the ability of the Fund to fully implement its
strategy, either generally, or with respect to certain securities, industries or countries, which may impact the Fund’s ability
to fully implement its investment strategies. Regulators may interpret rules differently than the Fund or the mutual fund industry
generally, and disputes over such interpretations can increase in legal expenses incurred by the Fund.

Repurchase and Reverse Repurchase
Agreements Risk.
The Fund may enter into repurchase agreements in which it purchases a security (known as the “underlying
security”) from a securities dealer or bank. In the event of a bankruptcy or other default by the seller of a repurchase
agreement, the Fund could experience delays in liquidating the underlying security and losses in the event of a decline in the
value of the underlying security while the Fund is seeking to enforce its rights under the repurchase agreement. In the event of
default by the seller under a repurchase agreement construed to be a collateralized loan, the underlying securities would not be
owned by the Fund, but would only constitute collateral for the seller’s obligation to pay the repurchase price. Therefore,
the Fund may suffer time delays and incur costs in connection with the disposition of the collateral. For example, certain repurchase
agreements the Fund may enter into may or may not be subject to an automatic stay in bankruptcy proceedings. As a result of the
automatic stay, to the extent applicable, the Fund could be prohibited from selling the collateral in the event of a counterparty’s
bankruptcy unless the Fund is able to obtain the approval of the bankruptcy court. In addition, to the extent that a repurchase
agreement is secured by collateral other than cash and government securities (“Non-Traditional Collateral”), these
risks may be magnified and the value of Non-Traditional Collateral may be more volatile or less liquid thereby increasing the risk
that the Fund will be unable to recover fully in the event of a counterparty’s default.

Reverse repurchase agreements
involve the sale of securities held by the Fund with an agreement to repurchase the securities at an agreed-upon price, date and
interest payment, and involve the risk that the other party may fail to return the securities in a timely manner, or at all, resulting
in losses to the Fund.

Restricted Securities Risk.
The Fund may hold securities that are restricted as to resale under the U.S. federal securities laws. There can be no assurance
that a trading market will exist at any time for any particular restricted security. Limitations on the resale of these securities
may prevent the Fund from disposing of them promptly at reasonable prices or at all. The Fund may have to bear the expense of registering
the securities for resale and the risk of substantial delays in effecting the registration. Also, restricted securities may be
difficult to value because market quotations may not be readily available, and the values of restricted securities may have significant
volatility.

Risk Management Risk. The
measures that the Advisor, Sub-Advisors or portfolio manager use to monitor and manage the risks of the Fund may not accomplish
the intended results and the Fund may experience losses significantly greater than expected.

Sector Concentration Risk.
Sector concentration risk is the possibility that securities within the same sector will decline in price due to sector-specific
market or economic

developments. If the Fund invests
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 sectors. 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.

Security Risk. The value
of the Fund may decrease in response to the activities and financial prospects of an individual investment in the Fund’s
portfolio. The net asset value of the Fund will fluctuate based on changes in the value of the investments in which the Fund invests.
The Fund invests in investments that may be more volatile and carry more risk than some other forms of investment. The price of
investments may rise or fall because of economic or political changes. Investment prices in general may decline over short or even
extended periods of time. Market prices of investments in broad market segments may be adversely affected by a prominent issuer
having experienced losses, lack of earnings, failure to meet the market’s expectations with respect to new products or services,
or even by factors wholly unrelated to the value or condition of the issuer, such as changes in interest rates.

Segregation Risk. In order
to secure its obligations to cover its short positions on options, the Fund will either own the underlying assets, enter into offsetting
transactions or set aside cash or readily marketable securities. This requirement may cause the Fund to miss favorable trading
opportunities, due to a lack of sufficient cash or readily marketable securities. This requirement may also cause the Fund to realize
losses on offsetting or terminated derivative contracts or special transactions.

Senior Loan Risk. Senior
bank loans are subject to the risk that a court could subordinate a senior loan, which typically holds the most senior position
in the issuer’s capital structure, to presently existing or future indebtedness or take other action detrimental to the holders
of senior loans. Lack of an active trading market, restrictions on resale, irregular trading activity, wide bid/ask spreads, and
extended trade settlement periods may impair the Fund’s ability to sell senior loans within its desired time frame or at
an acceptable price. Senior loans are generally less liquid than many other debt instruments and there may be less public information
available about senior loans as compared to other debt instruments. Senior loans settle on a delayed basis, potentially leading
to the sale proceeds of such loans not being available to meet redemptions for a substantial period of time after the sale of the
senior loans. Certain senior loans may not be considered “securities,” and purchasers, such as the Fund, therefore
may not be entitled to rely on the protections of federal securities laws, including anti-fraud provisions.

Senior secured loans are also
subject to other risks, including, without limitation, (i) invalidation of a debt or lien as a “fraudulent conveyance,”
(ii) “preference” claw-backs of liens or payments made on account of an antecedent debt in the 90 days (or one year
in case of a creditor that is also an insider of the debtor) before a bankruptcy filing, (iii) equitable subordination of claims
in cases of misconduct, (iv) so-called “lender liability” claims by the issuer of the obligations and (v) environmental
liabilities that may arise with

respect to collateral securing
the obligations. Additionally, corporate debt obligations may be subject to early redemption features, refinancing options, pre-payment
options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by the
Fund earlier than expected.

The Fund also may invest in covenant-lite
loans, which contain limited, if any, financial covenants. Generally, such loans either do not require the obligor to maintain
debt service or other financial ratios or do not contain common restrictions on the ability of the obligor to change significantly
its operations or to enter into other significant transactions that could affect its ability to repay such loans. As a result,
the Fund’s exposure to different risks may be increased, including with respect to liquidity, price volatility and ability
to restructure loans, than is the case with loans that have such requirements and restrictions.

The Fund’s investments in
corporate debt obligations, primarily senior secured loans, are subject to specific risks. The assets of the Fund’s portfolio
may include first lien senior secured debt, and any also include selected second lien senior secured debt, which involves a high
degree of risk of loss of capital than first lien senior secured debt. The factors affecting an issuer’s first and second
lien leveraged loans, and its overall capital structure, are complex. Some first lien loans may not necessarily have priority over
all other debt of an issuer. Issuers of first lien loans may have two tranches of first lien debt outstanding each with first liens
on separate collateral. Non-performing debt obligations may require substantial workout negotiations, restructuring or bankruptcy
filings, all of which may entail a substantial reduction in the interest rate, deferral of payments and/or a substantial write-down
of the principal of a loan or conversion of some or all of the debt to equity. As a general matter, in a bankruptcy proceeding
secured debt of an issuer is entitled to greater priority than unsecured debt but only to the extent of the value of the collateral
securing the debt. Moreover, underlying loans are subject to credit, liquidity and interest rate risk. Further, loans may become
non-performing for a variety of reasons.

Short Selling Risk.
The Fund’s use of short positions to eliminate or reduce risk exposure in the Fund’s long positions may not be successful
and the Fund may lose money on its long positions. An increase in the value of a security over the price at which it was sold short
will result in a loss to the Fund, and there can be no assurance that the Sub-Advisor will be able to close out the position at
any particular time or at an acceptable price. The loss from a short position is potentially unlimited. The Fund’s use of
short sales will likely result in the creation of leverage in the Fund.

The Fund may have substantial
short security positions and must borrow those securities to make delivery to the buyer. The Fund may not be able to borrow a security
that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related
long positions before it had intended to do so. Thus, the Fund may not be able to successfully implement its short sale strategy
due to limited availability of desired securities or for other reasons.

The Fund also may be required
to pay a commission and other transaction costs, which would increase the cost of the security sold short. The amount of any gain
will be decreased,

and the amount of any loss increased,
by the amount of the commission, dividends, interest or expenses the Fund may be required to pay in connection with the short sale.

Until the Fund replaces a borrowed
security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Fund’s
short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets.
The Fund’s ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms
of the contract. In such instances the Fund may not be able to substitute or sell the pledged collateral. Additionally, the Fund
must maintain sufficient liquid assets (less any additional collateral pledged to the broker), marked-to-market daily, to cover
the short sale obligations. This may limit the Fund’s investment flexibility, as well as its ability to meet redemption requests
or other current obligations.

Smaller Capitalization Stock
Risk
. To the extent the Fund invests in the stocks of smaller-sized companies, the Fund may be subject to additional risks.
The earnings and prospects of these companies are more volatile than larger companies. Smaller-sized companies may experience
higher failure rates than do larger companies. The trading volume of securities of smaller-sized companies is normally less than
that of larger companies and, therefore, may disproportionately affect their market price, tending to make them fall more in response
to selling pressure than is the case with larger companies. Smaller-sized companies may have limited markets, product lines or
financial resources and may lack management experience.

Sovereign Debt Risk. The
issuer of the foreign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to
repay principal or interest when due, and the Fund may have limited recourse in the event of a default. The market prices of sovereign
debt, and the Fund’s net asset value, may be more volatile than prices of U.S. debt obligations and certain emerging markets
may encounter difficulties in servicing their debt obligations.

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

Sub-Prime Mortgage Risk.
Lower-quality notes, such as those considered “sub-prime” are more likely to default than those considered “prime”
by a rating evaluation agency or service provider. An economic downturn or period of rising interest rates could adversely

affect the market for sub-prime
notes and reduce the Fund’s ability to sell these securities. The lack of a liquid market for these securities could decrease the
Fund’s share price. Additionally, borrowers may seek bankruptcy protection which would delay resolution of security holder claims
and may eliminate or materially reduce liquidity.

Swap Risk. The Fund may
use swaps to enhance returns and manage risk. The Fund’s use of swaps involves risks different from, or possibly greater than,
the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk
that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper
valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset,
rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices
are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships;
government programs and policies; national and international political and economic events, changes in interest rates, inflation
and deflation and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or
possibly greater than, the risks associated with investing directly in securities. Derivative contracts ordinarily have leverage
inherent in their terms. The low margin deposits normally required in trading derivatives, including futures contracts, permit
a high degree of leverage. Accordingly, a relatively small price movement may result in an immediate and substantial loss to the
Fund. The use of leverage may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in
order to satisfy its obligations or to meet collateral segregation requirements. The use of leveraged derivatives can magnify the
Fund’s potential for loss and, therefore, amplify the effects of market volatility on the Fund’s share price.

TBA Risk. In a mortgage-backed
“to-be-announced” or “TBA” transaction, a seller agrees to deliver an MBS at a future date, but does not
specify the particular MBS to be delivered. Instead, the seller agrees to accept any MBS that meets specified terms. The principal
risks of mortgaged backed TBA transactions are increased interest rate risk and increased overall investment exposure.

Technology Sector Risk.
Technology companies face intense competition, both domestically and internationally, which may have an adverse effect on profit
margins. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology
companies may face obsolescence due to rapid

technological developments and
frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel.
Companies in the technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of
these rights may adversely affect the profitability of these companies.

Tracking Risk of ETFs.
The ETFs in which the Fund may invest will not be able to replicate exactly the performance of the indices or sector they track
because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance
of the securities. In addition, the ETFs in which the Fund may invest will incur expenses not incurred by their applicable indices.
Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further
impede the ETFs’ ability to track their applicable indices.

Turnover Rate Risk. The
Fund may have portfolio turnover rates in excess of 100%. Increased portfolio turnover causes the Fund to incur higher brokerage
costs, which may adversely affect the Fund’s performance and may produce increased taxable distributions.

Underlying Fund Risk. Other
investment companies including mutual funds, ETFs and closed-end funds (“Underlying Funds”) in which the Fund invests
are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. As a result, the cost of investing
in the Fund will be higher than the cost of investing directly in the Underlying Funds and may be higher than other mutual funds
that invest directly in stocks and bonds. Each of the Underlying Funds is subject to its own specific risks, but the Advisor expects
the principal investments risks of such Underlying Funds will be similar to the risks of investing in the Fund. Additional risks
of investing in ETFs and mutual funds are described below:

 

Closed-End Fund Risk.
Closed-end funds are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. As a result,
your cost of investing will be higher than the cost of investing directly in a closed-end fund and may be higher than other mutual
funds that invest directly in stocks and bonds. Closed-end funds are also subject to management risk because the advisor to the
underlying closed-end fund may be unsuccessful in meeting the fund’s investment objective. These funds may also trade at a discount
or premium to their net asset value and may trade at a larger discount or smaller premium subsequent to purchase by the Fund. Since
closed-end funds trade on exchanges, the Fund will also incur brokerage expenses and commissions when it buys or sells closed-end
fund shares.

 

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

 

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

 

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

 

Mutual
Fund Risk.
Mutual funds are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.
As a result, your cost of investing will be higher than the cost of investing directly in a mutual fund and may be higher than
other mutual funds that invest directly in stocks and bonds. Mutual funds are also subject management risk because the advisor
to the underlying mutual fund may be unsuccessful in meeting the fund’s investment objective and may temporarily pursue strategies
which are inconsistent with the Fund’s investment objective.

 

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

 

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

 

U.S. Agency Securities Risk.
The Fund may invest in U.S. government or agency obligations. Securities issued or guaranteed by federal agencies and U.S.
government sponsored entities may or may not be backed by the full faith and credit of the U.S. government. In the case of securities
not backed by the full faith and credit of the United States, the Fund must look principally to the agency issuing or guaranteeing
the obligation for ultimate repayment and may not be able to assert a claim against the United States itself in the event the agency
or instrumentality does not meet its commitments.

U.S. Government Obligations
Risk.
U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and generally
have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities
or enterprises may or may not be backed by the full faith and credit of the U.S. government. The Fund may be subject to such risk
to the extent it invests in securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities
or enterprises.

Utilities Sector Risk. 
Deregulation may subject utility companies to greater competition and may adversely affect their profitability. As deregulation
allows utility companies to diversify outside of their original geographic regions and their traditional lines of business, utility
companies may engage in riskier ventures. In addition, deregulation may eliminate restrictions on the profits of certain utility
companies, but may also subject these companies to greater risk of loss. Companies in the utilities industry may have difficulty
obtaining an adequate return on invested capital, raising capital, or financing large construction projects during periods of inflation
or unsettled capital markets; face restrictions on operations and increased cost and delays attributable to environmental considerations
and regulation; find that existing plants, equipment or products have been rendered obsolete by technological innovations; or be
subject to increased costs because of the scarcity of certain fuels or the effects of man-made or natural disasters. Existing and
future regulations or legislation may make it difficult for utility companies to operate profitably. Government regulators monitor
and control utility revenues and costs, and therefore may limit utility profits. There is no assurance that regulatory authorities
will grant rate increases in the future, or that such increases will be adequate to permit the payment of dividends on stocks issued
by a utility company. Energy conservation and changes in climate policy may also have a significant adverse impact on the revenues
and expenses of utility companies.

 

Valuation of Loans Risk.
The Fund values its assets daily. However, because the secondary market for floating rate loans is limited, it may be difficult
to value loans. Reliable market value quotations may not be readily available for some loans and valuation of such loans may require
more research than for liquid securities. In addition, elements of judgment may play a greater role in valuation of loans than
for securities with a more developed secondary market because there is less reliable, objective market value data available. In
addition, if the Fund purchases a relatively large portion of a loan, the limitations of the secondary market may inhibit the
Fund from selling a portion of the loan and reducing its exposure to a borrower when the Advisor or Sub-Advisor deems it advisable
to do so. Even if the Fund itself does not own a relatively large portion of a particular loan, the fund, in combination with
other similar accounts under management by the same portfolio managers, may own large portions of loans. The combination of holdings
could create similar risks if and when the portfolio managers decide to sell those loans. These risks could include, for example,
the risk that the sale of an initial portion of the loan could be at a price lower than the price at which the loan was valued
by the Fund, the risk that the initial sale could adversely impact the price at which additional portions of the loan are sold,
and the risk that the foregoing events could warrant a reduced valuation being assigned to the remaining portion of the loan still
owned by the Fund.

Volatility ETN Risk. ETNs
that are linked to market volatility are subject to default risk of the issuer; may not provide an effective hedge as historical
correlation trends between the reference volatility index or measure and other asset classes may not continue or may reverse, limiting
or eliminating any potential hedging effect; may become mispriced or improperly valued when compared to expectations and may not
produce the desired investment results; may have tracking risk if the ETN does not move in step with its reference index; and may
become illiquid. 

 

Volatility Risk. Using
derivatives can create leverage, which can amplify the effects of market volatility on the Fund’s share price and make the Fund’s
returns more volatile, which means that the Fund’s performance may be subject to substantial short term changes up or down.

Portfolio Holdings Disclosure Policies

A description of
the Fund’s policies regarding disclosure of the instruments in the Fund’s portfolios is found in the Statement of Additional
Information (“SAI”).

Cybersecurity

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

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

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

 

HOW TO BUY SHARES

Purchasing Shares

You may buy shares
on any business day. This includes any day that the Fund is open for business, other than weekends and days on which the New York
Stock Exchange (“NYSE”) is closed, including the following holidays: New Year’s Day, Martin Luther King, Jr.
Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day.

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

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

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

·        
the name of the Fund and share class

·        
the dollar amount of shares to be purchased

·        
a completed purchase application or investment stub

·        
check payable to the Fund

 

 

Sales Charge Waivers and
Reductions Available Through Certain Financial Intermediaries

 

The availability
of certain sales charge waivers and discounts may depend on whether you purchase your shares directly from the Fund or through
a financial intermediary. Intermediaries may impose different sales charges other than those listed below for Class A shares and
may have different policies and procedures regarding the availability of sales load and waivers or reductions. Such intermediary-specific
sales charge variations are described in Appendix A to this prospectus, titled “Intermediary-Specific Sales Charge Reductions
and Waivers.” Appendix A is incorporated by reference into (or legally considered part of) this prospectus.

 

In all instances, it is
the shareholder’s responsibility to notify the Fund or the shareholder’s financial intermediary at the time of purchase
of any relationship or other facts qualifying the shareholder for sales charge reductions or waivers. For reductions and waivers
not available through a particular intermediary, shareholders will have to purchase Fund shares directly from the Fund or through
another intermediary to receive these reductions or waivers.

 

 

Multiple Classes

The Fund offers
Class A, Class C and Class I shares. Each Class of shares has a different distribution arrangement and expenses to provide for
different investment needs. This allows you to choose the class of shares most suitable for you depending on the amount and length
of investment and other relevant factors. Sales personnel may receive different compensation for selling each class of shares.
Each class of shares represents an interest in the same portfolio of investments in the Fund. Not all share classes may be available
in all states.

 

Class A Shares

You can buy Class
A shares at the public offering price, which is the NAV plus an up-front sales charge. You may qualify for a reduced sales charge,
or the sales charge may be waived, as described below. The up-front sales charge also does not apply to Class A shares acquired
through reinvestment of dividends and capital gains distributions. Intermediaries may impose different
sales charges other than those listed below for Class A shares and may have different policies and procedures regarding the availability
of sales load and waivers or reductions. Such intermediary-specific sales charge variations are described in Appendix A to this
prospectus, titled “Intermediary-Specific Sales Charge Reductions and Waivers.” 
Class A shares are subject
to a 12b-1 fee of 0.25% which is lower than the 12b-1 fee of 1.00% for the Class C shares.

The up-front
Class A sales charge and the commissions paid to dealers for the Fund, are as follows:

Amount of Purchase Sales Charge as % of Public Offering Price Sales Charge as % of Net Amount Invested Authorized Dealer Commission as % of Public Offering Price
Less than $50,000 4.75% 4.99% 4.00%
$50,000 but less than $100,000 4.25% 4.44% 3.50%
$100,000 but less than $250,000 3.75% 3.90% 3.00%
$250,000 but less than $500,000 2.50% 2.56% 2.00%
$500,000 but less than $1,000,000 2.00% 2.04% 1.50%
$1,000,000 and above (1) 0.00% 0.00% 0.00%(2)

 

(1)
In the case of investments at or above the $1 million breakpoint (where you do not pay an initial sales charge), a 1.00% contingent
deferred sales charge (“CDSC”) may be assessed on shares redeemed within two years of purchase. As explained below,
the CDSC for these Class A shares is based on the NAV at the time of purchase. The holding period for the CDSC begins on the day
you buy your shares. Some intermediaries may waive the CDSC under certain circumstances. Please refer to Appendix A for more information.

(2)
The Advisor may pay a commission out of its own resources to broker-dealers who initiate and are responsible for the purchase of
shares of $1 million or more in accordance with the following schedule: 1.00% of Class A shares purchases of $1,000,000 to $4,999,999;
0.50% of Class A shares purchases of $5,000,000 to $9,999,999; and 0.25% of Class A shares purchases of $10,000,000 and over.

For the Fund, if you invest $1 million
or more either as a lump sum or through rights of accumulation quantity discount or letter of intent programs, you can buy shares
without an initial sales charge.

How to Reduce Your Sales Charge

We offer a number
of ways to reduce or eliminate the up-front sales charge on Class A shares.

Class A Sales Charge Reductions

Reduced sales charges
are available to shareholders with investments of $50,000 or more. In addition, you may qualify for reduced sales charges under
the following circumstances.

Letter of Intent:
An investor may qualify for a reduced sales charge immediately by stating his or her intention to invest in one or more of the
Fund, during a 13-month period, an amount that would qualify for a reduced sales charge and by signing a Letter of Intent, which
may be signed at any time within 90 days after the first investment to be included under the Letter of Intent. However, if an investor
does not buy enough shares to qualify for the lower sales charge by the end of the 13-month period (or when you sell your shares,
if earlier), the additional shares that were purchased due to the reduced sales charge credit the investor received will be liquidated
to pay the additional sales charge owed.

Rights of Accumulation:
You may add the current value of all of your existing Catalyst Fund shares to determine the front-end sales charge to be applied
to your current Class A purchase. Only balances currently held entirely at the Fund or, if held in an account through a financial
services firm, at the same firm through whom you are making your current purchase, will be eligible to be added to your current
purchase for purposes of determining your Class A sales charge. You may include the value of Catalyst Funds’ investments
held by the members of your immediately family, including the value of the Fund’s investments held by you or them in individual
retirement plans, such as individual retirement accounts, or IRAs, provided such balances are also currently held entirely at the
Fund or, if held in an account through a financial services firm, at the same financial services firm through whom you are making
your current purchase. The value of shares eligible for a cumulative quantity discount equals the cumulative cost of the shares
purchased (not including reinvested dividends) or the current account market value; whichever is greater. The current market value
of the shares is determined by multiplying the number of shares by the previous day’s NAV. If you believe there are cumulative
quantity discount eligible shares that can be combined with your current purchase to achieve a sales charge breakpoint, you must,
at the time of your purchase (including at the time of any future purchase) specifically identify those shares to your current
purchase broker-dealer.

Investments of
$1 Million or More
: For the Fund, with respect to Class A shares, if you invest $1 million or more, either as a lump sum or
through our rights of accumulation quantity discount or letter of intent programs, you can buy Class A shares without an initial
sales charge. However, you may be subject to a 1.00% CDSC on shares redeemed within two years of purchase (excluding shares purchased
with reinvested dividends and/or distributions). The CDSC for these Class A shares is based on the NAV at the time of purchase.
The holding period for the CDSC begins on the day you buy your shares. Your shares will age one month on that same date the next
month and each following month. For example, if you buy shares on the 15th of the month, they will age one month on the 15th day
of the next month and each following month. To keep your CDSC as low as possible, each time you place a request to sell shares
we will first sell any shares

in your account that are not subject
to a CDSC. If there are not enough of these to meet your request, we will sell the shares in the order they were purchased.

Class A Sales
Charge Waivers
: The Fund may sell Class A shares at NAV (i.e. without the investor paying any initial sales charge) to certain
categories of investors, including: (1) investment advisory clients or investors referred by the Advisor or its affiliates;
(2) officers and present or former Trustees of the Trust; directors and employees of selected dealers or agents; the spouse,
sibling, direct ancestor or direct descendant (collectively “relatives”) of any such person; any trust, individual
retirement account or retirement plan account for the benefit of any such person or relative; or the estate of any such person
or relative; if such shares are purchased for investment purposes (such shares may not be resold except to the Fund); (3) the
Advisor or its affiliates and certain employee benefit plans for employees of the Advisor; (4) fee-based financial planners and
registered investment advisors who are purchasing on behalf of their clients where there is an agreement in place with respect
to such purchases; (5) registered representatives of broker-dealers who have entered into selling agreements with the Advisor for
their own accounts; and (6) participants in no-transaction-fee programs of broker dealers that that have entered into an agreement
with respect to such purchases.

For more information
regarding which intermediaries may have agreements with the Fund or distributor and their policies and procedures with respect
to purchases at NAV, see Appendix A to this prospectus, titled “Intermediary-Specific Sales Charge Reductions and Waivers.”
In addition, certain intermediaries may also provide for different sales charge discounts, which are also described in Appendix
A to this prospectus.

Additional information
is available by calling 866-447-4228. Your financial advisor can also help you prepare any necessary application forms. You or
your financial advisor must notify the Fund at the time of each purchase if you are eligible for any of these programs. The Fund
may modify or discontinue these programs at any time. Information about Class A sales charges and breakpoints is available on the
Fund’s website at www.CatalystMF.com.

Class C Shares

You can buy Class
C shares at NAV. Class C shares are subject to a 12b-1 fee of 1.00%. Because Class C shares pay a higher 12b-1 fee than Class A
shares, Class C shares have higher ongoing expenses than Class A shares.

Class I Shares

Sales of Class I
shares are not subject to a front-end sales charge or, with respect to the Fund, an annual 12b-1 fee. Availability of Class I shares
is subject to agreement between the distributor and financial intermediary. Class I Shares may also be available on certain brokerage
platforms. An investor transacting in Class I Shares through a broker acting as an agent for the investor may be required to pay
a commission and/or other forms of compensation to the broker.

Distribution Plans

The Fund has adopted
distribution and service plans under Rule 12b-1 of the Investment Company Act of 1940 that allows the Fund to pay distribution
and/or service fees in connection

with the distribution of its Class A
and Class C shares and for services provided to shareholders. Because these fees are paid out of Fund assets on an ongoing basis,
over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Class A Shares.
Under the Fund’s Plan related to the Class A Shares, the Fund may pay an annual fee of up to 0.50% of the average daily net
assets of the respective Fund’s Class A Shares (the “Class A 12b-1 Fee”) for shareholder services and distribution
related expenses. The Fund is currently paying a Class A 12b-1 Fee of 0.25% of its average daily net assets. If authorized by the
Board and upon notice to shareholders, the Fund may increase the percentage paid under the Plan up to the Class A 12b-1 Fee amount.
All or a portion of the distribution and services fees may be paid to your financial advisor for providing ongoing services to
you.

Class C Shares.
Under the Fund’s Plan related to the Class C Shares, the Fund may pay an annual fee of up to 1.00% of the average daily net
assets of the respective Fund’s Class C Shares. All or a portion of the distribution and services fees may be paid to your
financial advisor for providing ongoing service to you.

Opening an Account

You may purchase
shares directly through the Fund’s transfer agent or through a brokerage firm or other financial institution that has agreed
to sell Fund shares. If you purchase shares through a brokerage firm or other financial institution, you may be charged a fee by
the firm or institution.

If you are investing
directly in the Fund for the first time, please call toll-free 1-866-447-4228 to request a Shareholder Account Application. You
will need to establish an account before investing. Be sure to sign up for all the account options that you plan to take advantage
of. For example, if you would like to be able to redeem your shares by telephone, you should select this option on your Shareholder
Account Application. Doing so when you open your account means that you will not need to complete additional paperwork later.

If you are purchasing
through the Fund’s transfer agent, send the completed Shareholder Account Application and a check payable to the appropriate
Fund to the following address:

Regular Mail

 

Catalyst Funds

c/o Gemini Fund Services, LLC

P.O. Box 541150

Omaha, Nebraska 68154

Express/Overnight Mail

 

Catalyst Funds

c/o Gemini Fund Services, LLC

4221 North 203rd Street, Suite
100

Elkhorn, Nebraska 68022-3474

 

 

All purchases must
be made in U.S. dollars and checks must be drawn on U.S. banks. No cash, credit cards or third-party checks will be accepted. A
$20 fee will be charged against your account for any payment check returned to the transfer agent or for any incomplete electronic
funds transfer, or for insufficient funds, stop payment, closed account or other reasons. If a check does

not clear your bank or the Fund is unable
to debit your predesignated bank account on the day of purchase, the Fund reserves the right to cancel the purchase. If your purchase
is canceled, you will be responsible for any losses or fees imposed by your bank and losses that may be incurred as a result of
a decline in the value of the canceled purchase. Your investment in the Fund should be intended to serve as a long-term investment
vehicle. The Fund are not designed to provide you with a means of speculating on the short-term fluctuations in the stock market.
The Fund reserves the right to reject any purchase request that it regards as disruptive to the efficient management of the Fund,
which includes investors with a history of excessive trading. The Fund also reserves the right to stop offering shares at any time.

If you choose to
pay by wire, you must call the Fund’s transfer agent, at 1-866-447-4228 to obtain instructions on how to set up your account
and to obtain an account number and wire instructions.

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

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

Minimum Purchase Amount

The minimum initial
investment in each share class of the Fund is $2,500 for a regular account, $2,500 for an IRA account, or $100 for an automatic
investment plan account. The minimum subsequent investment in the Fund is $50. The Fund reserves the right to change the amount
of these minimums from time to time or to waive them in whole or in part for certain accounts. Investment minimums may be higher
or lower for investors purchasing shares through a brokerage firm or other financial institution. To the extent investments of
individual investors are aggregated into an omnibus account established by an investment advisor, broker or other intermediary,
the account minimums apply to the omnibus account, not to the account of the individual investor.

Automatic Investment Plan

You may open an
automatic investment plan account with a $100 initial purchase and a $100 monthly investment. If you have an existing account that
does not include the automatic investment plan, you can contact the Fund’s transfer agent to establish an automatic investment
plan. The automatic investment plan provides a convenient method to have monies deducted

directly from your bank account for
investment in the Fund. You may authorize the automatic withdrawal of funds from your bank account for a minimum amount of $100.
The Fund may alter, modify or terminate this plan at any time. To begin participating in this plan, please complete the Automatic
Investment Plan Section found on the application or contact the Fund at 1-866-447-4228.

Additional Investments

The minimum subsequent
investment in the Fund is $50. You may purchase additional shares of the Fund by check or wire. Your bank wire should be sent as
outlined above. You also may purchase Fund shares by making automatic periodic investments from your bank account. To use this
feature, select the automatic investment option in the account application and provide the necessary information about the bank
account from which your investments will be make. You may revoke your election to make automatic investments by calling 1-866-447-4228
or by writing to the Fund at:

Catalyst Funds
c/o Gemini Fund Services, LLC
P.O. Box 541150
Omaha, Nebraska 68154

Other Purchase Information

The Fund may limit
the amount of purchases and refuse to sell to any person. If your electronic funds transfer is incomplete, payment is not completed
due to insufficient funds, stop payment, closed account, a check does not clear your bank, or the Fund is unable to debit your
predesignated bank account, you will be responsible for any loss incurred by the Fund. If you are already a shareholder, the Fund
can, with notice, redeem shares from any identically registered account in the Fund as reimbursement for any loss incurred. You
may be prohibited or restricted from making future purchases in the Fund. The Fund has authorized certain broker-dealers and other
financial institutions (including their designated intermediaries) to accept on its behalf purchase and sell orders. These broker-dealers
and financial institutions may charge a fee for their services. The Fund is deemed to have received an order when the authorized
person or designee receives the order, and the order is processed at the NAV next calculated thereafter.

Market Timing

The Fund discourages
market timing. Market timing is an investment strategy using frequent purchases, redemptions and/or exchanges in an attempt to
profit from short term market movements. To the extent that the Fund significantly invests in small or mid-capitalization equity
securities or derivative investments, because these securities are often infrequently traded, investors may seek to trade Fund
shares in an effort to benefit from their understanding of the value of these securities (referred to as price arbitrage). Market
timing may result in dilution of the value of Fund shares held by long term shareholders, disrupt portfolio management and increase
Fund expenses for all shareholders. The Board has adopted a policy directing the Fund to reject any purchase order with respect
to one investor, a related group of investors or their agent(s), where it detects a pattern of purchases and sales of the Fund
that indicates market timing or trading that

it determines is abusive. This policy
applies uniformly to all Fund shareholders. While the Fund attempts to deter market timing, there is no assurance that they will
be able to identify and eliminate all market timers. For example, certain accounts called “omnibus accounts” include
multiple shareholders. Omnibus accounts typically provide the Fund with a net purchase or redemption request on any given day where
purchasers of Fund shares and redeemers of Fund shares are netted against one another and the identities of individual purchasers
and redeemers whose orders are aggregated are not known by the Fund. The netting effect often makes it more difficult for the Fund
to detect market timing, and there can be no assurance that the Fund will be able to do so.

HOW TO REDEEM SHARES

You may redeem
your shares on any business day. Redemption orders received in good order by the Fund’s transfer agent or by a brokerage
firm or other financial institution that sells Fund shares, authorized to accept redemption orders on the Fund’s behalf,
before 4:00 p.m. ET (or before the NYSE closes if the NYSE closes before 4:00 p.m. ET) will be effective at that day’s NAV.

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

Shares of the Fund
may be redeemed by mail or telephone. If you redeem your shares through a broker-dealer or other institution, you may be charged
a fee by that institution.

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

Regular Mail

 

Catalyst Funds

c/o Gemini Fund Services, LLC

P.O. Box 541150

Omaha, Nebraska 68154

Express/Overnight Mail

 

Catalyst Funds

c/o Gemini Fund Services, LLC

4221 North 203rd Street, Suite
100

Elkhorn, Nebraska 68022-3474

 

“Good form”
means your request for redemption must:

· Include the Fund name and account number;
· Include the account name(s) and address;
· State the dollar amount or number of shares you wish to redeem; and
· Be signed by all registered share owner(s) in the exact name(s) and any
special capacity in which they are registered.

The Fund may require
that the signatures be guaranteed if you request the redemption check be mailed to an address other than the address of record,
or if the mailing address has been changed within 30 days of the redemption request. The Fund may also require that signatures
be guaranteed for redemptions of $100,000 or more. Signature guarantees are for the protection of shareholders. You can obtain
a signature guarantee from most banks and securities dealers, but not from a notary public. For joint accounts, both signatures
must be guaranteed. Please call the transfer agent at 1-866-447-4228 if you have questions. At the discretion of the Fund, you
may be required to furnish additional legal documents to insure proper authorization.

By Telephone.
You may redeem any part of your account in the Fund by calling the transfer agent at 1-866-447-4228. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application to institute this option. The Fund, the transfer
agent and the custodian are not liable for following redemption instructions communicated by telephone to the extent that they
reasonably believe the telephone instructions to be genuine. However, if they do not employ reasonable procedures to confirm that
telephone instructions are genuine, they may be liable for any losses due to unauthorized or fraudulent instructions. Procedures
employed may include recording telephone instructions and requiring a form of personal identification from the caller.

The Fund may terminate
the telephone redemption procedures at any time. During periods of extreme market activity it is possible that shareholders may
encounter some difficulty in telephoning the Fund, although neither the Fund nor the transfer agent have ever experienced difficulties
in receiving and in a timely fashion responding to telephone requests for redemptions or exchanges. If you are unable to reach
the Fund by telephone, you may request a redemption or exchange by mail.

Redemptions in
Kind
: The Fund reserves the right to honor requests for redemption or repurchase orders by making payment in whole or in part
in readily marketable securities (“redemption in kind”) if the amount is greater than the lesser of $250,000 or 1%
of the Fund’s assets. The securities will be chosen by the Fund and valued under the Fund’s NAV procedures. A shareholder
will be exposed to market risk until these securities are converted to cash and may incur transaction expenses in converting these
securities to cash. However, the Board has determined that, until otherwise approved by the Board, all redemptions in the Fund
be made in cash only. If the Board determines to allow the Fund to redeem in kind in the future, the Fund will provide shareholders
with notice of such change to the redemption policy.

Additional Information.
If you are not certain of the requirements for redemption, please call the transfer agent at 1-866-447-4228. Redemptions specifying
a certain date or share price cannot be accepted and will be returned. These redemption payment methods will be used in regular
and stressed market conditions.

You may be assessed
a fee if the Fund incurs bank charges because you request that the Fund re-issue a redemption check. Also, when the NYSE is closed
(or when trading is restricted) for any reason other than its customary weekend or holiday closing or under any emergency circumstances,
as determined by the SEC, the Fund may suspend redemptions or postpone payment dates.

Because the Fund
incurs certain fixed costs in maintaining shareholder accounts, the Fund may require you to redeem all of your shares in the Fund
on 30 days written notice if the value of your shares in the Fund is less than $2,500 due to redemption, or such other minimum
amount as the Fund may determine from time to time. You may increase the value of your shares in the Fund to the minimum amount
within the 30-day period. All shares of the Fund are also subject to involuntary redemption if the Board determines to liquidate
the Fund. An involuntary redemption will create a capital gain or a capital loss, which may have tax consequences about which you
should consult your tax advisor.

Exchange Privilege

You may exchange
shares of a particular class of the Fund in the Catalyst Family of Funds only for shares of the same class of another Fund in the
Catalyst Family of Funds. For example, you can exchange Class A shares of the Catalyst Small-Cap Insider Buying Fund described
in another prospectus for Class A shares of the Floating Rate Income Fund. Shares of the fund selected for exchange must be available
for sale in your state of residence. You must meet the minimum purchase requirements for the fund you purchase by exchange. For
tax purposes, exchanges of shares involve a sale of shares of the fund you own and a purchase of the shares of the other fund,
which may result in a capital gain or loss. In order to exchange shares of the Fund on a particular day, the Fund or its designated
agent must receive your request before the close of regular trading on the NYSE (normally 4:00 p.m. ET) that day. Exchanges are
made at the NAV determined after the order is considered received.  You will not be charged the upfront sales charge or the
CDSC on exchanges of Class A shares.

Converting Shares

Shareholders of the Fund
may elect on a voluntary basis to convert their shares in one class of the Fund into shares of a different class of the same Fund,
subject to satisfying the eligibility requirements for investment in the new share class.

 

Shares held through a financial
intermediary offering different programs and fee structures that has an agreement with the Advisor or the Fund’s distributor
may be converted by the financial intermediary, without notice, to another share class of the Fund, including share classes with
a higher expense ratio than the original share class, if such conversion is consistent with the fee based or wrap fee program’s
policies.

 

Class C shares
convert automatically to Class A shares after ten years (unless otherwise by your financial intermediary), provided that the
financial intermediary through which you purchased Class C shares has records verifying that the Class C shares have been
held for at least ten years. Under the Fund’s Plan related to Class A shares, the Fund may pay an annual fee of up to
0.50% of the average daily net assets of its Class A shares (the “Class A 12b-1 Fee”) for shareholder services
and distribution related expenses (Class C shares presently pay a 1.00% 12b-1 fee). The Fund is currently paying a Class A
12b-1 Fee of 0.25% of its average daily net assets. If authorized by the Board and upon notice to the shareholders, the Fund
may increase the percentage paid under the 12b-1 Plan up to the Class A 12b-1 Fee amount. Because these fees are paid out of
the Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost
you more than paying other types of sales charges.

 

 

Class C shares convert
automatically to Class A shares after ten years, provided that the financial intermediary through which you purchased Class C shares
has records verifying that the Class C shares have been held for at least ten years. Class A shares are available for purchase
by persons in your state or territory of residence and the shares are not subject to a CDSC. You should consult your financial
representative for more information about eligibility for Class C share conversion.

 

All permissible conversions
will be made on the basis of the relevant NAVs of the two classes without the imposition of any front-end sales load. A share conversion
within the Fund will not result in a capital gain or loss for federal income tax purposes. The Fund may change, suspend or terminate
this these conversion features at any time.

 

VALUING THE FUND’S ASSETS

The Fund’s
assets are generally valued at their market value. If market prices are not available or, in the Advisor’s opinion, market
prices do not reflect fair value, or if an event occurs after the close of trading on the domestic or foreign exchange or market
on which the security is principally traded (but prior to the time the NAV is calculated) that materially effects fair value, the
Advisor will value the Fund’s assets at their fair value according to policies approved by the Board. For example, if trading
in a portfolio security is halted and does not resume before the Fund calculates its NAV, the Advisor may need to price the security
using the Fund’s fair value pricing guidelines. In these cases, the Fund’s NAV will reflect certain portfolio instruments’
fair value rather than their market price. Fair value pricing involves subjective judgments and it is possible that the fair value
determined for a security is materially different than the value that could be realized upon the sale of that security. The fair
value prices can differ from market prices when they become available or when a price becomes available. Without a fair value price,
short term traders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. Instruments trading
on overseas markets present time zone arbitrage opportunities when events effecting portfolio security values occur after the close
of the overseas market, bur prior to the close of the U.S. market. Fair valuation of the Fund’s investments can serve to
reduce arbitrage opportunities available to short term traders, but there is no assurance that fair value pricing policies will
prevent dilution of the Fund’s NAV by short term traders. The Fund may use pricing services to determine market value. The
NAV for the Fund investing in other investment companies is calculated based upon the NAV of the underlying investment companies
in its portfolio, and the prospectuses of those companies explain the circumstances under which they will use fair value pricing
and the effects of using fair value pricing. Because the Fund may invest in instruments primarily listed on foreign exchanges,
and these exchanges may trade on weekends or other days when the Fund does not price its shares, the value of some of the Fund’s
portfolio investments may change on days when you may not be able to buy or sell Fund shares.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

The Fund typically
distributes substantially all of its net investment income in the form of dividends and taxable capital gains to its shareholders.
These distributions are automatically

reinvested in the Fund
unless you request cash distributions on your application or through a written request to the Fund. The Fund expects that its distributions
will consist of both capital gains and dividend income. The Fund intends to make monthly dividend distributions.
The Fund may make distributions of its net realized capital gains (after any reductions for capital loss carry forwards) annually.

 

Taxes

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

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

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

For taxable years
beginning after December 31, 2012, certain U.S. shareholders, including individuals and estates and trusts, will be subject to
an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which should include dividends
from the Fund and net gains from the disposition of shares of the Fund. U.S. shareholders are urged to consult their own tax advisors
regarding the implications of the additional Medicare tax resulting from an investment in the Fund.

MANAGEMENT OF THE FUND

Advisor

Catalyst
Capital Advisors LLC, a New York limited liability company located at 53 Palmeras St., Suite 601, San Juan, PR 00901 serves
as Advisor to the Fund. The Advisor was formed on January 24, 2006. Management of the mutual funds is currently its primary
business. The Advisor is under common control with AlphaCentric Advisors LLC and Rational Advisors, Inc., the investment
advisors of other funds in the same group of investment companies also known as a “Fund Complex”. Information
regarding the funds in the Fund Complex can be found at http://intelligentalts.com. Under the terms of the management
agreement, Catalyst Capital Advisors LLC oversees the day-to-day investment decisions for the Fund and continuously reviews,
supervises and administers the Fund’s investment program.

Sub-Advisor

CIFC Investment
Management LLC (“CIFC Investment Management”), located at 250 Park Ave, 4th Floor, New York, New York 10177,
serves as Sub-Advisor to the Floating Rate Income Fund. CIFC Investment Management is a registered investment adviser specializing
in secured U.S. corporate and structured credit strategies that, together with its affiliated registered investment adviser (together,
“CIFC”), had approximately $26 billion of assets under management as of June 30, 2020. The Sub-Advisor is privately
held and is a wholly owned indirect subsidiary of CIFC LLC.

Subject to the oversight
and approval of the Advisor, CIFC Investment Management is responsible for making investment decisions and executing portfolio
transactions for the Floating Rate Income Fund. In addition, CIFC Investment Management is responsible for maintaining certain
transaction and compliance related records of the Floating Rate Income Fund. As compensation for the sub-advisory services it provides
to the Floating Rate Income Fund, the Advisor will pay CIFC Investment Management 50% of the management fees that the Advisor receives
from the Floating Rate Income Fund.

Portfolio Manager:

Stan Sokolowski
is primarily responsible for the day-to-day management of the Floating Rate Income Fund’s portfolio.

Stan Sokolowski,
Senior Portfolio Manager, Managing Director and Deputy Chief Investment Officer at CIFC Investment Management

Mr. Sokolowski joined
CIFC in 2012 and has over 28 years of credit, portfolio management, and trading experience. Prior to joining CIFC, Mr. Sokolowski
was a credit portfolio manager and trader with Lucidus Capital Partners, a credit trading firm that was spun out of Caxton Associates
in 2011. Preceding Lucidus, Mr. Sokolowski was a portfolio manager at Caxton. Before joining Caxton in 2006, Mr. Sokolowski was
a Managing Director with JPMorgan (“JPM”) where he founded and managed the European par and distressed loan trading
business in London. Mr. Sokolowski joined Manufacturers Hanover in 1991 and completed Chemical Bank’s MBA Capital Markets
and Credit Training Program in 1994. He held various positions in New York and London throughout the Capital Markets, Sales and
Trading, Investment Banking and Emerging Markets businesses of JPM’s predecessor organizations. Mr. Sokolowski has invested
across the spectrum of credit including high yield to investment grade as well as distressed / stressed credit, fixed / floating
rate instruments, bonds & loans and CDS / index products. Mr. Sokolowski holds a B.A. in Finance from Michigan State University.

The Statement of
Additional Information provides additional information about the compensation, other accounts managed and ownership of securities
in the Fund for the portfolio manager.

Advisory Fees

The Fund is authorized
to pay the Advisor an annual fee based on its average daily net assets. The advisory fee is paid monthly. The Advisor has contractually
agreed to waive fees and/or reimburse expenses, but only to the extent necessary to maintain the Fund’s total annual operating
expenses (excluding brokerage costs; underlying fund expenses; borrowing costs, such

as (a) interest and (b) dividends
on securities sold short; taxes; and extraordinary expenses, such as regulatory inquiry and litigation expenses) at a certain level
through October 31, 2021. Fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years
on a rolling three year basis (within the three years after the fees have been waived or reimbursed) so long as such recoupment
does not cause the Fund’s expense ratio (after the repayment is taken into account) to exceed the lesser of (i) the Fund’s
expense limitation at the time such expenses were waived and (ii) the Fund’s current expense limitation at the time of recoupment,
and the repayment is approved by the Board of Trustees.

The following table
describes (i) the contractual advisory fee, (ii) the advisory fees, after waivers, as a percentage of the Fund’s average
net assets, received by the Advisor for the Fund’s most recent fiscal year (or period for Fund’s in operation
less than one full fiscal year) and (iii) the expense limitation for the Fund.

  Contractual Advisory Fee Net Advisory Fee Received Expense Limitation*

 

Floating Rate Income Fund

 

1.00%

 

[ ]%

Class A – 1.15%

Class C – 1.90%

Class I – 0.90%

* Applicable to
all classes of shares unless otherwise noted. Fee waivers and expense reimbursements are subject to possible recoupment by the
Advisor from the Fund in future years on a rolling three-year basis (within the three years after the fees have been waived or
reimbursed) if such recoupment can be achieved within the lesser of the expense limitation in place at the time of waiver/reimbursement
and the expense limitation in place at the time of recapture so long as such recoupment does not cause the Fund’s expense
ratio (after the repayment is taken into account) to exceed the lesser of: (the Fund’s expense limitation at the time such
expenses were waived and (ii) the Fund’s current expense limitation at the time of recoupment.

The Fund may directly
enter into agreements with financial intermediaries (which may include banks, brokers, securities dealers and other industry professionals)
pursuant to which the Fund will pay the financial intermediary for services such as networking or sub-transfer agency, including
the maintenance of “street name” or omnibus accounts and related sub-accounting, record-keeping and administrative
services provided to such accounts. The Fund, through its Rule 12b-1 distribution plan, or the Advisor
or Sub-Advisor (not the Fund) may also pay certain financial intermediaries a fee for providing distribution related services for
each respective Fund’s shareholders to the extent these institutions are allowed to do so by applicable statute, rule or
regulation. Please refer to the section of the SAI entitled “Additional Compensation to Financial Intermediaries” for
more information.

The
Trust’s annual report to shareholders for the period ended June 30, 2020 contains a discussion regarding the basis of
the Board’s renewal of the management agreement with the Advisor for the Fund. A discussion regarding the basis of the
Board’s renewal of the sub-advisory agreement between the Advisor and CIFC with respect to the Fund is available in the
Fund’s annual report to shareholders for the period ending June 30, 2020.

Supplemental Performance of CIFC

 

THE PERFORMANCE INFORMATION PRESENTED BELOW
IS NOT THAT OF THE FLOATING RATE INCOME FUND, SHOULD NOT BE CONSIDERED A SUBSTITUTE FOR THE FLOATING RATE INCOME FUND’S OWN
PERFORMANCE, AND SHOULD NOT BE CONSIDERED INDICATIVE OF THE FLOATING RATE INCOME FUND’S FUTURE PERFORMANCE.

Provided below
is the historical performance of a composite (“Composite”) of the Fund and accounts managed by CIFC with investment
objectives, strategies and policies substantially similar to those of the Floating Rate Income Fund (including certain unregistered
funds and separately managed accounts) (“Similar Funds”). An affiliate of the Floating Rate Income Fund’s sub-adviser
manages the Similar Funds and Stan Sokolowski, the Floating Rate Income Fund’s portfolio manager, was primarily responsible
for the performance of the Similar Funds. The Composite performance returns do not reflect the performance of any one account.
Individual accounts may have realized more or less favorable results than the Composite performance results provided.

This supplemental
information is provided to illustrate the past performance of CIFC in managing accounts with substantially similar investment objectives,
strategies and policies as those of the Floating Rate Income Fund. The supplemental information provided does not represent the
performance of the Floating Rate Income Fund. Past performance is no guarantee of future results. Performance results may be materially
affected by market and economic conditions. Investors should not consider this performance data as an indication of future performance
of the Floating Rate Income Fund or any of the Similar Funds, or the return an individual investor might achieve by investing in
the Floating Rate Income Fund.

The supplemental
performance of the Composite represents an average of the total returns of each fee-paying share class of each Similar Fund, calculated
by asset weighting individual Similar Fund returns, using beginning of month values. Annual returns are calculated by geometrically
linking the monthly returns. A Similar Fund’s returns are included in the Composite following one full calendar month of
operation. Terminated accounts are included through the last full month in which they were fully invested or when the account size
is insufficient to implement the investment strategy. The supplemental performance of the Composite is calculated net of the actual
fees and expenses incurred by the Similar Funds, including any applicable sales load of the Similar Funds. The Composite performance
results reflect the deduction of a model fee equal to the highest fee charged to any Similar Fund in the Composite during the periods
noted in the tables below. Returns are calculated on a total return basis and include all dividends and interest, accrued income,
and realized and unrealized gains and losses.

For comparison
purposes, the Composite performance results are measured against the Credit Suisse Leveraged Loan Index, not adjusted for any fees
or expenses. The fees and expenses of the Floating Rate Income Fund may be higher than those of the other Similar Funds’
share classes reflected in the Composite; had all of the Similar Funds’ performance records reflected the fees and expenses
of the Floating Rate Income Fund, the Composite performance may have been lower. Additionally, the Similar Funds have different
liquidity terms and are not registered under the 1940 Act and, therefore, are not subject to the investment limitations, diversification
requirements and other restrictions imposed on registered funds by the 1940 Act and the Internal

Revenue Code, which, if applicable, could have
adversely affected the performance of the Similar Funds in the Composite. 

The supplemental
performance of the Composite has not been audited. The performance results in the Composite are calculated differently than the
method used for calculating Fund performance pursuant to SEC guidelines.

Annual Returns

 

For the Years Ended

December 31

Composite Index1
20122 0.94%  0.73%
2013 10.94% 6.15%
2014 4.23% 2.06%
2015 3.53% -0.38%
2016 9.39% 9.88%
2017 3.87% 4.25%
2018 0.88% 1.14%
2019 [  ]% [  ]%

 

 

  ONE YEAR

FIVE

YEARS

SINCE    INCEPTION2

Composite

 

[ ]%

 

[ ]%

 

[ ]%

 

Credit Suisse Leveraged Loan Index1

 

[ ]%

 

[ ]%

 

[ ]%

 

       

 

1 The Credit Suisse Leveraged Loan
Index is designed to mirror the investable universe of the USD denominated leveraged loan market. It consists of broadly syndicated
first lien, second lien loans, and middle market first lien loans which are typically rated below investment grade or unrated.
You may not invest in the index, and, unlike the Floating Rate Income Fund, it does not incur fees and expenses.

2 Since December 1, 2012.

 

FINANCIAL HIGHLIGHTS [to be updated]

Catalyst/CIFC Floating Rate Income
Fund

The following table is intended to
help you better understand the Fund’s financial performance for the last five fiscal years. Certain information reflects financial results for a single Fund share. Total return represents the rate you would have
earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. The information for
each fiscal year ended June 30 has been audited by BBD, LLP, an independent registered public accounting firm, whose
report, along with the Fund’s financial statements, is included in the annual report, which is available upon request.

For a Share Outstanding Throughout Each Period

 

 

 

APPENDIX A:

 

INTERMEDIARY-SPECIFIC SALES CHARGE REDUCTIONS
AND WAIVERS

 

Specific intermediaries may have different
policies and procedures regarding the availability of sales charge reductions and waivers, which are discussed below. In all instances,
it is the shareholder’s responsibility to notify the Fund or the shareholder’s financial intermediary at the time of
purchase of any relationship or other facts qualifying the shareholder for sales charge reductions or waivers.

 

 

MERRILL
LYNCH

 

Shareholders purchasing Fund
shares through a Merrill Lynch platform or account will be eligible only for the following load waivers (front-end sales charge
waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere
in this Fund’s prospectus or SAI.

 

Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch
 

·        
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and
trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held
for the benefit of the plan.

 

·        
Shares purchased by a 529 Plan (does not include 529 Plan units or 529-specific share classes or equivalents).

 

·         Shares purchased through a Merrill Lynch affiliated investment advisory program.
·         Shares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers.

·        
Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform.

 

·        
Shares of funds purchased through the Merrill Edge Self-Directed platform.

 

·        
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of
the same fund (but not any other fund within the fund family).

 

·         Shares exchanged from Class C (i.e. level-load) shares of the same fund pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers.

 

·        
Employees and registered representatives of Merrill Lynch or its affiliates and their family members.

 

·        
Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described
in this prospectus.

 

 

·        
Eligible shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs
within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were
subject to a front-end or deferred sales load (known as Rights of Reinstatement). Automated transactions (i.e. systematic purchases
and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are
not eligible for reinstatement.

 

 
CDSC Waivers on A, B and C Shares available at Merrill Lynch  
   
·         Death or disability of the shareholder,  

·        
Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus.

 

 
·         Return of excess contributions from an IRA Account  
·         Shares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue Code.  

·        
Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch.

 

 
·         Shares acquired through a right of reinstatement.  
·         Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A and C shares only).  
·         Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers.  
Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent  
   
·         Breakpoints as described in this prospectus.  

 

·         Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts as described in the Fund’s prospectus will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets.
·         Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time.

 

RBC CAPITAL MARKETS, LLC (“RBC”)

Front-end Sales Load Waivers on Class A Shares available
at RBC

 ·        
Employer-sponsored retirement plans.

 

RAYMOND JAMES & ASSOCIATES, INC., RAYMOND JAMES FINANCIAL
SERVICES, INC. & EACH ENTITY’S AFFILIATES (“RAYMOND JAMES”)

 

Effective March 1, 2019, shareholders
purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered
investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only
for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and
discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI.

 

 

Front-end sales load waivers
on Class A shares available at Raymond James

 

•       Shares
purchased in an investment advisory program.

Shares purchased within the same fund family through a systematic reinvestment of capital gains
and dividend distributions.
Employees and registered representatives of Raymond James or its affiliates and their family
members as designated by Raymond James.
Shares purchased from the proceeds of redemptions within the same fund family, provided (1)
the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3)
redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement).
A shareholder in the Fund’s Class C shares will have their shares converted at net asset
value to Class A shares (or the appropriate share class) of the Fund if the

shares are no longer subject to
a CDSC and the conversion is in line with the policies and procedures of Raymond James.

Death or disability of the shareholder.
Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus.
Return of excess contributions from an IRA Account.
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to
the shareholder reaching the qualified age based on applicable IRS regulations as described in the fund’s prospectus.
Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James.

•       Shares
acquired through a right of reinstatement.

 

 

Front-end load discounts available
at Raymond James: breakpoints, rights of accumulation, and/or letters of intent

 

•       Breakpoints
as described in this prospectus.

Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically
calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond
James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only
if the shareholder notifies his or her financial advisor about such assets.
Letters of intent which allow for breakpoint discounts based on anticipated purchases within
a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation
of letters of intent only if the shareholder notifies his or her financial advisor about such assets.

 

 

MORGAN STANLEY WEALTH MANAGEMENT

Effective July 1, 2018, shareholders purchasing Fund shares
through a Morgan Stanley Wealth Management (“Morgan Stanley”) transactional brokerage account will be eligible only
for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited
than those disclosed elsewhere in this Funds’ Prospectus or SAI.

Front-end Sales Charge Waivers on Class A Shares available at Morgan
Stanley

 

  • Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored
    403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored
    retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans
  • Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s
    account linking rules
  • Shares purchased through reinvestment of dividends and capital gains distributions
    when purchasing shares of the same fund

  • Shares purchased through a Morgan Stanley self-directed brokerage account
  • Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales
    charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion
    program

 

  • Shares purchased from the proceeds of redemptions within the same fund family,
    provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same
    account, and (iii) redeemed shares were subject to a front-end or deferred sales charge.

JANNEY
MONTGOMERY SCOTT LLC

Effective May 1, 2020, if
you purchase fund shares through a Janney Montgomery Scott LLC (“Janney”) brokerage account, you will be eligible for
the following load waivers (front-end sales charge waivers and contingent deferred sales charge (“CDSC”), or back-end
sales charge, waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s Prospectus or SAI.

 

Front-end sales charge* waivers
on Class A shares available at Janney

 

· Shares purchased through reinvestment of capital gains distributions
and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family).
· Shares purchased by employees and registered representatives of Janney
or its affiliates and their family members as designated by Janney.
· Shares purchased from the proceeds of redemptions within the same fund
family, provided (1) the repurchase occurs within ninety (90) days following the redemption, (2) the redemption and purchase occur
in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., right of reinstatement).
· Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored
403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored
retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans.
· Shares acquired through a right of reinstatement.
· Class C shares that are no longer subject to a contingent deferred sales
charge and are converted to Class A shares of the same fund pursuant to Janney’s policies and procedures.

 

CDSC waivers on Class A and
C shares available at Janney

 

· Shares sold upon the death or disability of the shareholder.

· Shares sold as part of a systematic withdrawal plan as described in the fund’s Prospectus.
· Shares purchased in connection with a return of excess contributions from an IRA account.
· Shares sold as part of a required minimum distribution for IRA and other
retirement accounts due to the shareholder reaching age 70½ as described in the fund’s Prospectus.
· Shares sold to pay Janney fees but only if the transaction is initiated by Janney.
· Shares acquired through a right of reinstatement.
· Shares exchanged into the same share class of a different fund.

 

Front-end sales charge*
discounts available at Janney: breakpoints, rights of accumulation, and/or letters of intent

 

· Breakpoints as described in the fund’s Prospectus.
· Rights of accumulation (“ROA”), which entitle shareholders
to breakpoint discounts, will be automatically calculated based on the aggregated holding of fund family assets held by accounts
within the purchaser’s household at Janney. Eligible fund family assets not held at Janney may be included in the ROA calculation
only if the shareholder notifies his or her financial advisor about such assets.
· Letters of intent which allow for breakpoint discounts based on anticipated
purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Janney Montgomery Scott may
be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets.

 

*Also referred to as an “initial sales charge.”

 

 

OPPENHEIMER & CO., INC.

 

Effective June 1, 2020, shareholders purchasing
Fund shares through an Oppenheimer & Co. Inc. (“OPCO”) platform or account are eligible only for the following
load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may
differ from those disclosed elsewhere in the Funds’ prospectus or SAI.

 

Front-end Sales Load Waivers on Class
A Shares available at OPCO

Employer-sponsored retirement, deferred compensation and employee benefit plans (including health
savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account
and shares are held for the benefit of the plan
Shares purchased by or through a 529 Plan
Shares purchased through an OPCO affiliated investment advisory program

Shares purchased through reinvestment of capital gains distributions and dividend
reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)
Shares purchased from the proceeds of redemptions within the same fund family, provided (1)
the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3)
redeemed shares were subject to a front-end or deferred sales load (known as Rights of Restatement).
A shareholder in a Fund’s Class C shares will have their shares converted at net asset
value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC, or the Class
C shares have been held for 5 years or more, and the conversion is in line with the policies and procedures of OPCO
Employees and registered representatives of OPCO or its affiliates and their family members
Directors or Trustees of a Fund, and employees of a Fund’s investment adviser or any of
its affiliates, as described in this prospectus

 

CDSC Waivers on A, B and C Shares available
at OPCO

Death or disability of the shareholder
Shares sold as part of a systematic withdrawal plan as described in the Funds’ prospectus
Return of excess contributions from an IRA Account
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to
the shareholder reaching the qualified age based on applicable IRS regulations as described in the prospectus
Shares sold to pay OPCO fees but only if the transaction is initiated by OPCO
Shares acquired through a right of reinstatement

 

Front-end load Discounts Available at
OPCO: Breakpoints, Rights of Accumulation & Letters of Intent

Breakpoints as described in this prospectus.
Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically
calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at OPCO.
Eligible fund family assets not held at OPCO may be included in the ROA calculation only if the shareholder notifies his or her
financial advisor about such assets.”

 

 

The information disclosed in
the appendix is part of, and incorporated in, the prospectus

PRIVACY NOTICE

Mutual
Fund Series Trust

Rev. July 2017

FACTS WHAT DOES MUTUAL FUND SERIES TRUST DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information.  Federal law gives consumers the right to limit some, but not all sharing.  Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.
     

 

What?

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

· Social
Security number and wire transfer instructions

· account
transactions and transaction history

· investment
experience and purchase history
When you are no longer our customer, we continue to share your information as described in this notice.

 

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

 

Reasons we can share your personal information: Does Mutual Fund Series Trust share information? Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus. YES NO
For our marketing purposes – to offer our products and services to you. NO We don’t share
For joint marketing with other financial companies. NO We don’t share
For our affiliates’ everyday business purposes – information about your transactions and records. NO We don’t share
For our affiliates’ everyday business purposes – information about your credit worthiness. NO We don’t share
For our affiliates to market to you NO We don’t share
For non-affiliates to market to you NO We don’t share

 

QUESTIONS?   Call 1-844-223-8637

 

PRIVACY NOTICE

Mutual
Fund Series Trust

 

What we do:

 

How does Mutual Fund Series Trust protect my personal
information?

To protect your personal information from unauthorized access
and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and
buildings.

Our service providers are held accountable for adhering to strict
policies and procedures to prevent any misuse of your nonpublic personal information.

 

How does Mutual Fund Series Trust collect my personal
information?

We collect your personal information, for example, when you:

· open
an account or deposit money

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

· seek
advice about your investments

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

 

Why can’t I limit all sharing?

Federal law gives you the right to limit only:

· sharing
for affiliates’ everyday business purposes – information about your creditworthiness.

· affiliates
from using your information to market to you.

· sharing
for non-affiliates to market to you.

State laws and individual companies may give you additional rights
to limit sharing.

 

Definitions
Affiliates

Companies related by common ownership or control. They can
be financial and non-financial companies.

·
Mutual Fund Series Trust does not share with affiliates.

Non-affiliates

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

· Mutual
Fund Series Trust doesn’t share with non-affiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies
that together market financial products or services to you.

· Mutual
Fund Series Trust doesn’t jointly market
.

 

 

 

 

FOR MORE INFORMATION

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

Call the Fund
at 1-866-447-4228 to request free copies of the SAI, the annual report and the semi-annual report, to request other information
about the Fund and to make shareholder inquiries. You may also obtain this information from the Fund’s internet site at www.CatalystMF.com.

You may
obtain information about the Fund (including the SAI and other reports) review and copy information about the Fund (including
the SAI and other reports) on the EDGAR Database on the SEC’s Internet site at http.//www.sec.gov, and copies of
this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address:
publicinfo@sec.gov.

Investment Company Act File No. 811-21872

STATEMENT OF ADDITIONAL INFORMATION

November 1, 2020

 

MUTUAL FUND SERIES TRUST

 

Catalyst/CIFC Floating Rate Income Fund

Class A: CFRAX Class C: CFRCX Class I: CFRIX

 

 

4221 North 203rd Street, Suite 100

Elkhorn, Nebraska 68022

 

 

This Statement of
Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the Prospectus of
Catalyst/CIFC Floating Rate Income Fund (the “Floating Rate Income Fund”), dated November 1, 2020. The Fund is a
separate series of the Mutual Fund Series Trust (“Trust”), an open-end management company organized as an Ohio
business trust. The Fund’s Annual Report to shareholders for the fiscal year ended June 30, 2020 is incorporated
herein by reference. This SAI has been incorporated in its entirety into the Prospectus. Copies of the Prospectus, Annual and
Semi-Annual Reports may be obtained at no charge from the Trust by writing to the above address or calling 1-866-447-4228.

 

TABLE OF CONTENTS

 

MUTUAL FUND SERIES TRUST 3
INVESTMENT RESTRICTIONS 3
OTHER INVESTMENT POLICIES 4
ADDITIONAL INFORMATION ABOUT INVESTMENTS AND RISKS 5
DISCLOSURE OF PORTFOLIO HOLDINGS 26
TRUSTEES AND OFFICERS 30
PRINCIPAL SHAREHOLDERS 36
ADVISOR AND SUB-ADVISORS 45
CODE OF ETHICS 53
TRANSFER AGENT, FUND ACCOUNTING AGENT AND ADMINISTRATOR 53
COMPLIANCE SERVICES 55
CUSTODIAN 56
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 56
COUNSEL 56
DISTRIBUTOR 56
ADDITIONAL COMPENSATION TO FINANCIAL INTERMEDIARIES 59
PROXY VOTING POLICY 60
PORTFOLIO TURNOVER 60
PORTFOLIO TRANSACTIONS 61
PURCHASE AND REDEMPTION OF SHARES 63
Reduction
of Up-Front Sales Charge on Class A Shares
64
Waivers
of Up-Front Sales Charge on Class A Shares
65
Exchange
Privilege
65
NET ASSET VALUE 66
TAX INFORMATION 67
INVESTMENTS IN FOREIGN SECURITIES 68
BACKUP WITHHOLDING 69
FOREIGN SHAREHOLDERS 69
FINANCIAL STATEMENTS 69
Appendix
A—Description of Commercial Paper and Bond Ratings
70
Appendix
B
72
Appendix
C
74

MUTUAL FUND SERIES TRUST

 

The Trust, an Ohio business
trust, is registered with the Securities and Exchange Commission (“SEC”) as an open-end management investment company
(or mutual fund). The Trust was formed by an Agreement and Declaration of Trust on February 27, 2006. The Trust Agreement permits
the Board of Trustees of the Trust (“Board” or “Trustees”) to issue an unlimited number of shares of beneficial
interest of separate series without par value. The Floating Rate Income Fund is a diversified series of the Trust. There are currently
several other series (or funds) and additional series may be created by the Board from time to time.

 

Catalyst Capital Advisors
LLC acts as advisor to the Fund.

 

CIFC Investment Management
LLC serves as the investment sub-advisor to the Fund.

 

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

The Fund offers three classes
of shares: Class A, Class C and Class I Shares. Each share class represents an interest in the same assets of the Fund, has the
same rights and is identical in all material respects except that (i) each class of shares may bear different distribution fees;
(ii) each class of shares may be subject to different (or no) sales charges; (iii) certain other class specific expenses will be
borne solely by the class to which such expenses are attributable; and (iv) each class has exclusive voting rights with respect
to matters relating to its own distribution arrangements. The Board may classify and reclassify the shares of the Fund into additional
classes of shares at a future date.

 

INVESTMENT RESTRICTIONS

 

The following investment
restrictions are fundamental policies of the Fund and cannot be changed unless the change is approved by the lesser of (a) 67%
or more of the shares present at a meeting of shareholders if the holders of more than 50% of the outstanding voting shares of
that Fund are present or represented by proxy or (b) more than 50% of the outstanding voting shares of that Fund.

 

As a matter of fundamental
policy, the Fund, except as otherwise noted, may not:

 

(a)        borrow
money, except as permitted under the Investment Company Act of 1940, as amended (“the 1940 Act”)*, and as interpreted
or modified by regulatory authority having jurisdiction, from time to time;

 

(b)        issue
senior securities, except as permitted under the 1940 Act*, and as interpreted or modified by regulatory authority having jurisdiction,
from time to time;

 

(c)        engage
in the business of underwriting securities issued by others, except to the extent that the Fund may be deemed to be an underwriter
in connection with the disposition of portfolio securities;

 

(d)        purchase
or sell real estate, which does not include securities of companies which deal in real estate or mortgages or investments secured
by real estate or interests therein, except that the Fund reserves freedom of action to hold and to sell real estate acquired as
a result of the Fund’s ownership of securities;

 

(e)        purchase
or sell physical commodities or forward contracts relating to physical commodities;

 

(f)        make
loans to other persons, except (i) loans of portfolio securities, and (ii) to the extent that entry into repurchase agreements
and the purchase of debt instruments or interests in indebtedness in accordance with the Fund’s investment objective and policies
may be deemed to be loans;

 

(g)       invest
25% or more of its total assets in a particular industry or group of industries. This limitation is not applicable to investments
in obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities or repurchase agreements with respect
thereto. The Fund will consider the investments of underlying investment companies when determining its compliance with this restriction;

 

(h)       with
respect to 75% of the Fund’s total assets, purchase the securities of any issuer, except securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities or securities issued by other investment companies, if, as a
result (i) more than 5% of the Fund’s total assets would be invested in securities of that issuer, or (ii) the Fund would
hold more than 10% of the outstanding voting securities of that issuer.

 

*The 1940 Act limits the Fund’s ability
to borrow money, prohibiting the Fund from issuing senior securities, except the Fund may borrow from any bank provided that immediately
after any such borrowing there is an asset coverage of at least 300% for all borrowings by the Fund and provided further, that
in the event that such asset coverage shall at any time fall below 300%, the Fund shall, within three days thereafter or such longer
period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset
coverage of such borrowing shall be at least 300%.

 

OTHER INVESTMENT POLICIES

 

The following investment
policies are not fundamental and may be changed by the Board without the approval of the shareholders of the Fund:

 

(a)       The
Fund will not invest more than 15% of its net assets in investments that the Fund reasonably expects cannot be sold or disposed
of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market
value of the investment;

 

(b)       The
Fund will not purchase securities or evidences of interest thereon on “margin.” This limitation is not applicable to
short-term credit obtained by the Fund for the clearance of purchases and sales or redemption of securities, or to arrangements
with respect to transactions involving futures contracts, and other permitted investments and techniques;

 

(c) The Fund
will not mortgage, pledge, hypothecate or in any manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with permitted borrowings. The Fund shall maintain asset coverage of 300% of all borrowing. Margin
deposits, security interests, liens and collateral arrangements with respect to transactions involving options, futures contracts,
short sales, securities lending and other permitted investments and techniques are not deemed to be a mortgage, pledge or hypothecation
of assets for purposes of this limitation;

 

(d) The Fund will not purchase any security while borrowings (including reverse repurchase transactions) representing more
than one third of its total assets are outstanding;

 

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

 

Temporary Defensive Positions

From time to time,
the Fund may take temporary defensive positions, which are inconsistent with the Fund’s principal investment strategies, in attempting
to respond to adverse market, economic, political, or other conditions. For example, the Fund may hold all or a portion of its
assets in money market instruments, including cash, cash equivalents, U.S. government securities, other investment grade fixed
income securities, certificates of deposit, bankers acceptances, commercial paper, money market funds and repurchase agreements.
While the Fund is in a defensive position, the opportunity to achieve its investment objective will be limited. If the Fund invests
in a money market fund, the shareholders of the Fund generally will be subject to duplicative management fees. Although the Fund
would do this only in seeking to avoid losses, the Fund will be unable to pursue its investment objective during that time, and
it could reduce the benefit from any upswing in the market.

 

ADDITIONAL INFORMATION ABOUT INVESTMENTS
AND RISKS

 

Unless restricted by
the fundamental policies of the Fund, the following policies supplement the investment objective and policies of the Fund as set
forth in the Prospectus.

 

Common Stocks.
The Fund may invest in common stocks, which include the common stock of any class or series of domestic or foreign corporations
or any similar equity interest, such as a trust or partnership interest. These investments may or may not pay dividends and may
or may not carry voting rights. Common stock occupies the most junior position in a company’s capital structure. The Fund
may also invest in warrants and rights related to common stocks.

 

Investments in Small
and Unseasoned Companies
. Unseasoned and small companies may have limited or unprofitable operating histories, limited
financial resources, and inexperienced management. In addition, they often face competition from larger or more established firms
that have greater resources. Securities of small and unseasoned companies are frequently traded in the over-the-counter market
or on regional exchanges where low trading volumes may result in erratic or abrupt price movements. To dispose of these securities,
the Fund may need to sell them over an extended period or below the original purchase price. Investments by the Fund in these small
or unseasoned companies may be regarded as speculative.

 

Securities of Other
Investment Companies.
The Fund may invest in securities issued by other investment companies. The Fund intends to limit
its investments in accordance with applicable law or as permitted by an SEC rule or exemptive order. Among other things, such law
would limit these investments so that, as determined immediately after a securities purchase is made by the Fund: (a) not more
than 5% of the value of its total assets will be invested in the securities of any one investment company (the “5% Limitation”);
(b) not more than 10% of the value of its total assets will be invested in the aggregate in securities of investment companies
as a group (the “10% Limitation”); (c) not more than 3% of the outstanding voting stock of any one investment company
will be owned by the Fund; and (d) not more than 10% of the outstanding voting stock of any one closed-end investment company will
be owned by the Fund together with all other investment companies that have the same advisor. Under certain sets of conditions,
different sets of restrictions may be applicable. As a shareholder of another investment company, the Fund would bear, along with
other shareholders, its pro rata portion of that investment company’s expenses,

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

 

The Fund intends to
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 funds) does
not exceed the limits on sales loads established by Financial Industry Regulatory Authority (“FINRA”) for funds of
funds.

 

Exchange
Traded Funds.
The Fund may invest in a range of exchange-traded funds (“ETFs”). An ETF is an investment company
that offers investors a proportionate share in a portfolio of stocks, bonds, commodities, currencies or other securities. Like
individual equity securities, ETFs are traded on a stock exchange and can be bought and sold throughout the day. Traditional ETFs
attempt to achieve the same investment return as that of a particular market index, such as the Standard & Poor’s 500 Index.
To mirror the performance of a market index, an ETF invests either in all of the securities in the index or a representative sample
of securities in the index. Some ETFs also invest in futures contracts or other derivative instruments to track their benchmark
index. Unlike traditional indexes, which generally weight their holdings based on relative size (market capitalization), enhanced
or fundamentally weighted indexes use weighting structures that include other criteria such as earnings, sales, growth, liquidity,
book value or dividends. Some ETFs also use active investment strategies instead of tracking broad market indexes. Investments
in ETFs are considered to be investment companies, see “Securities of Other Investment Companies” above.

When the Fund invests
in ETFs, it is subject to the specific risks of the underlying investment of the ETF. These risks could include those associated
with small companies, illiquidity risk, sector risk, foreign and emerging market risk, short selling, leverage as well as risks
associated with fixed income securities, real estate investments, and commodities. ETFs in which the Fund invests will not be able
to replicate exactly the performance of the indices or sector they track because the total return generated by the securities will
be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the ETFs in which the
Fund invests will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by
the ETFs may, from time to time, temporarily be unavailable, which may further impede the ETFs’ ability to track their applicable
indices.

When the Fund invests
in sector ETFs, there is a risk that securities within the same group of industries will decline in price due to sector-specific
market or economic developments. If the Fund invests 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. The sectors in which the Fund may be
more heavily invested will vary.

To offset the risk of declining
security prices, the Fund may invest in inverse ETFs.  Inverse ETFs are funds designed to rise in price when stock prices
are falling.   Inverse ETF index funds seek to provide investment results that will match a certain percentage of the inverse
of the performance of a specific benchmark on a daily basis.  For example, if an inverse ETFs current benchmark is the inverse
of the Russell 2000 Index and the ETF meets its objective, the value of the ETF will tend to increase on a daily basis when the
value of the underlying index decreases (e.g., if the Russell 2000 Index goes down 5% then the inverse ETF’s value should
go up 5%).  Under the 1940 Act, the Fund may not acquire shares of another investment company (ETFs or other investment companies)
if, immediately after such acquisition, the Fund and its affiliated persons would hold more than 3% of the ETF’s or investment
company’s total outstanding stock (“3% Limitation”). Accordingly, the Fund is subject to the 3% Limitation unless:
(i) the ETF or the Fund has received an order for exemptive relief from the 3% Limitation from the SEC that is applicable to the
Fund; and (ii) the ETF and the Fund take appropriate steps to comply with any

conditions in such order. The SEC has issued
such an exemptive order to iShares Trust and iShares, Inc. which permits investment companies to invest in the various series of
the iShares Trust and iShares, Inc. (“iShares Funds”) beyond the 3% Limitation, subject to certain terms and conditions,
including that such investment companies enter into an agreement with the iShares Funds. The Fund may seek to qualify to invest
in iShares Funds in excess of the 3% Limitation.

 

To the extent the 3% Limitation
applies to certain ETFs, that limitation may prevent the Fund from allocating its investments in the manner that the Fund’s
advisor, considers optimal, or cause the Fund to select a similar index or sector-based mutual fund or other investment company
(“Other Investment Companies”), or a similar basket of stocks (a group of securities related by index or sector that
are pre-selected by, and made available through, certain brokers at a discounted brokerage rate) (“Stock Baskets”)
as an alternative. The Fund may also invest in Other Investment Companies or Stock Baskets when the advisor believes they represent
more attractive opportunities than similar ETFs. The Fund’s investments in Other Investment Companies will be subject to
the same 3% Limitation described above.

 

ETFs or Inverse ETFs may
employ leverage, which magnifies the changes in the underlying stock index upon which they are based.  Any strategy that includes
inverse or leveraged securities could cause the Fund to suffer significant losses. 

 

 

Closed-End Investment
Companies.
The Fund may invest in “closed-end” investment companies (or “closed-end funds”), subject
to the investment restrictions set forth below. The Fund, together with any company or companies controlled by the Fund, and any
other investment companies having a sub-advisor as an investment advisor, may purchase only up to 10% of the total outstanding
voting stock of any closed-end fund. Typically, the common shares of closed-end funds are offered to the public in a one-time initial
public offering by a group of underwriters who retain a spread or underwriting commission. Such securities are then listed for
trading on a national securities exchange or in the over-the-counter markets. Because the common shares of closed-end funds cannot
be redeemed upon demand to the issuer like the shares of an open-end investment company (such as the Fund), investors seek to buy
and sell common shares of closed-end funds in the secondary market. The common shares of closed-end funds may trade at a price
per share which is more or less than the net asset value (“NAV”) per share, the difference representing the “market
premium” and the “market discount” of such common shares, respectively.

 

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

 

An investor in the Fund
should recognize that he may invest directly in closed-end funds and that by investing in closed-end funds indirectly through the
Fund he will bear not only his proportionate share of the expenses of the Fund (including operating costs and investment advisory
and administrative fees) but also, indirectly, similar fees of the underlying closed-end funds. An investor may incur increased
tax liabilities by investing in the Fund rather than directly in the underlying funds.

 

Business Development
Companies (BDCs) and Special Purpose Acquisition Companies (SPACs)
. The Fund may invest in BDCs and SPACs. Federal securities
laws impose certain restraints upon the organization and operations of BDCs and SPACs. For example, BDCs are required to invest
at least 70% of their total assets primarily in securities of private companies or in thinly traded U.S. public companies, cash,
cash equivalents, U.S. government securities and high quality debt instruments that mature in one year or less. SPACs typically
hold 85% to 100% of the proceeds raised from their IPO in trust to be used at a later date for a merger or acquisition. The SPAC
must sign a letter of intent for a merger or acquisition within 18 months of the IPO. Otherwise it will be

forced to dissolve and return the assets held in the trust
to the public stockholders. However, if a letter of intent is signed within 18 months, the SPAC can close the transaction within
24 months. In addition, the target of the acquisition must have a fair market value that is equal to at least 80% of the SPAC’s
assets at the time of acquisition and a majority of shareholders voting must approve this combination with no more than 20% of
the shareholders voting against the acquisition and requesting their money back. When a deal is proposed, a shareholder can stay
with the transaction by voting for it or elect to sell his shares in the SPAC if voting against it. SPACs are more transparent
than private equity as they may be subject to certain SEC regulations, including registration statement requirements under the
Securities Act of 1933 and 10-K, 10-Q and 8-K financial reporting requirements. Since SPACs are publicly traded, they provide limited
liquidity to an investor (i.e. investment comes in the form of common shares and warrants which can be traded). Other than the
risks normally associated with IPOs, SPACs’ public shareholders’ risks include limited liquidity of their securities (as
shares are generally thinly traded), loss of 0-15% of their investments (resulting from the SPACs operating costs) if no deals
are made and lack of investment diversification as assets are invested in a single company.

 

Options on Securities.
The Fund may purchase put or call options on equity securities (including securities of ETFs). The Fund may also write call options
and put options on stocks only if they are covered, as described below, and such options must remain covered so long as the Fund
is obligated as a writer. Option transactions can be executed either on a national exchange or through a private transaction with
a broker-dealer (an “over-the-counter” transaction). The Fund may write (sell) “covered” call options and
purchase options in a spread to hedge (cover) written options, and to close out options previously written by it.

 

A call option gives the
holder (buyer) the “right to purchase” a security at a specified price (the exercise price) at any time until a certain
date (the expiration date). So long as the obligation of the writer (seller) of a call option continues, the writer may be assigned
an exercise notice by the broker-dealer through whom such option was sold, requiring the writer to deliver the underlying security
against payment of the exercise price. This obligation terminates upon the expiration of the call option, or such earlier time
at which the writer effects a closing purchase transaction by purchasing an option identical to that previously sold. To secure
the obligation to deliver the underlying security upon exercise of a call option subject to the Options Clearing Corporation (“OCC”),
a writer is required to deposit in escrow the underlying security or other assets in accordance with OCC rules.

 

The purpose of writing
covered call options is to generate additional premium income for the Fund. This premium income will serve to enhance the Fund’s
total return and will reduce the effect of any price decline of the security involved in the option. Covered call options will
generally be written on securities which, in the opinion of the advisor, are not expected to make any major price moves in the
near future but which, over the long term, are deemed to be attractive investments for the particular Fund.

 

The Fund may write only
call options that are “covered” or for which the Fund has segregated liquid assets equal to the exercise liability
of the option that are adjusted daily to the option’s current market value. A call option is “covered” if the
Fund either owns the underlying security or has an absolute and immediate right (such as a call with the same or a later expiration
date) to acquire that security. In addition, the Fund will not permit the call to become uncovered without segregating liquid assets
as described above prior to the expiration of the option or termination through a closing purchase transaction as described below.
If the Fund writes a call option, the purchaser of the option has the right to buy (and the Fund has the obligation to sell) the
underlying security at the exercise price throughout the term of the option. The initial amount paid to the Fund by the purchaser
of the option is the “premium”. The Fund’s obligation as the writer of a call option to deliver the underlying
security against payment of the exercise price will terminate either upon expiration of the option or earlier if the Fund is able
to effect a “closing purchase transaction” through the purchase of an equivalent option. There can be no assurance
that a closing purchase transaction can be effected at any particular time or at all. The Fund would not be able to effect a closing
purchase transaction after it had received notice of exercise. Fund securities on which call options may be written will be purchased
solely on the basis of investment considerations consistent with the Fund’s investment objective. The writing of covered
call options is a conservative investment technique believed to involve relatively little risk (in contrast to the writing of naked
or uncovered options, which the Fund will not do unless the Fund arranges to have its custodian segregate sufficient cash or liquid
assets as described above), but capable of enhancing the Fund’s total return. When writing a covered call option, the Fund,
in return for the premium, gives up the opportunity for

profit from a price increase in the underlying
security above the exercise price, but retains the risk of loss should the price of the security decline. Unlike one who owns securities
not subject to an option, the Fund has no control over when the Fund may be required to sell the underlying securities, since it
may be assigned an exercise notice at any time prior to the expiration of its obligation as a writer. If a call option which the
Fund has written expires, the Fund will realize a gain in the amount of the premium; however, such gain may be offset by a decline
in the market value of the underlying security during the option period. If the call option is exercised, the Fund will realize
a gain or loss from the sale of the underlying security. The security, cash or other liquid assets covering the call will be maintained
either in a segregated status by the Fund’s custodian or on deposit in escrow in accordance with OCC rules.

 

The premium received is
the market value of an option. The premium the Fund will receive from writing a call option will reflect, among other things, the
current market price of the underlying security, the relationship of the exercise price to such market price, the historical price
volatility of the underlying security, and the length of the option period. Once the decision to write a call option has been made,
the Advisor, in determining whether a particular call option should be written on a particular security, will consider the reasonableness
of the anticipated premium and the likelihood that a liquid secondary market will exist for such option. The premium received by
the Fund for writing covered call options will be recorded as a liability in the Fund’s statement of assets and liabilities.
This liability will be adjusted daily to the option’s current market value which is the mean of the closing bid and asked
prices, after closing rotation is completed (i.e., after such closing prices are computed, currently at 4:02 p.m. and 4:15
p.m., depending on the type of contract), the closing prices as of the time at which the net asset value per share of the Fund
is computed (the close of the New York Stock Exchange). The liability will be extinguished upon expiration of the option, the purchase
of an identical option in a closing transaction, or delivery of the underlying security upon the exercise of the option.

 

Closing transactions will
be effected in order to realize a profit on an outstanding call option, to prevent an underlying security from being called, or
to permit the sale of the underlying security. Furthermore, effecting a closing transaction will permit the Fund to write another
call option on the underlying security with either a different exercise price or expiration date or both. If the Fund desires to
sell a particular security from its portfolio on which it has written a call option, and it does not wish to segregate cash or
other liquid assets equal in value to the exercise liability of the option adjusted daily to the option’s current market
value, the Fund will seek to effect a closing transaction prior to, or concurrently with, the sale of the security. There is, of
course, no assurance that the Fund will be able to effect such closing transactions at a favorable price. If the Fund cannot effect
such a closing transaction, and it does not wish to segregate cash or other liquid assets equal in value to the exercise liability
of the option adjusted daily to the option’s current market value, the Fund may be required to hold a security that it might
otherwise have sold, in which case it would continue to be at market risk on the security. The Fund will pay transaction costs
in connection with the writing of options to close out previously written options. Such transaction costs are normally higher than
those applicable to purchases and sales of portfolio securities.

 

The exercise price of the
options may be below, equal to, or above the current market values of the underlying securities at the time the options are written.
From time to time, the Fund may purchase an underlying security for delivery in accordance with an exercise notice of a call option
assigned to the Fund, rather than delivering such security from its portfolio. In such cases, additional costs will be incurred.

 

The Fund will realize a
profit or loss from a closing purchase transaction if the cost of the transaction is less or more than the premium received from
the writing of the option. It is possible that the cost of effecting a closing transaction may be greater than the premium received
by the Fund for writing the option. Because increases in the market price of a call option will generally reflect increases in
the market price of the underlying security, any loss resulting from the purchase of a call option is likely to be offset in whole
or in part by appreciation of the underlying security owned by the Fund.

 

In order to write a call
option, the Fund is required to comply with OCC rules and the rules of the various exchanges with respect to collateral requirements.

 

The Fund may also purchase
put options so long as they are listed on an exchange. If the Fund purchases a put option, it has the option to sell the subject
security at a specified price at any time during the term of the option.

 

Purchasing put options
may be used as a portfolio investment strategy when the Advisor perceives significant short-term risk but substantial long-term
appreciation for the underlying security. The put option acts as an insurance policy, as it protects against significant downward
price movement while it allows full participation in any upward movement. If the Fund is holding a stock that the advisor feels
has strong fundamentals, but for some reason may be weak in the near term, it may purchase a listed put on such security, thereby
giving itself the right to sell such security at a certain strike price throughout the term of the option. Consequently, the Fund
will exercise the put only if the price of such security falls below the strike price of the put. The difference between the put
option’s strike price and the market price of the underlying security on the date the Fund exercises the put, less transaction
costs, will be the amount by which the Fund will be able to hedge against a decline in the underlying security. If, during the
period of the option the market price for the underlying security remains at or above the put option’s strike price, the
put will expire worthless, representing a loss of the price the Fund paid for the put, plus transaction costs. If the price of
the underlying security increases, the profit the Fund realizes on the sale of the security will be reduced by the premium paid
for the put option less any amount for which the put may be sold.

 

The Fund may write put
options on a fully covered basis on a stock the Fund intends to purchase or where the Fund arranges with its custodian to segregate
cash or other liquid asset equal in value to the exercise liability of the put option adjusted daily to the option’s current
market value. If the Fund writes a put option, the purchaser of the option has the right to sell (and the Fund has the obligation
to buy) the underlying security at the exercise price throughout the term of the option. The initial amount paid to the Fund by
the purchaser of the option is the “premium”. The Fund’s obligation to purchase the underlying security against
payment of the exercise price will terminate either upon expiration of the option or earlier if the Fund is able to effect a “closing
purchase transaction” through the purchase of an equivalent option. There can be no assurance that a closing purchase transaction
can be effected at any particular time or at all. In all cases where a put option is written, that is not covered by the Fund’s
having an immediate and absolute right to sell such securities, the Fund will segregate with its custodian, or pledge to a broker
as collateral any combination of “qualified securities” (which consists of cash, U.S. Government securities or other
liquid securities) with a market value at the time the option is written of not less than 100% of the exercise price of the put
option multiplied by the number of options contracts written times the option multiplier, which will be adjusted daily to the option’s
current market value.

 

The Fund may purchase a
call option or sell a put option on a stock (including securities of ETFs) it may purchase at some point in the future. The purchase
of a call option or sale of a put option is viewed as an alternative to the purchase of the actual stock. The number of option
contracts purchased multiplied by the exercise price times the option multiplier will normally not be any greater than the number
of shares that would have been purchased had the underlying security been purchased. If the Fund purchases a call option, it has
the right but not the obligation to purchase (and the seller has the obligation to sell) the underlying security at the exercise
price throughout the term of the option. The initial amount paid by the Fund to the seller of the call option is known as the “premium”.
If during the period of the option the market price of the underlying security remains at or below the exercise price, the Fund
will be able to purchase the security at the lower market price. The profit or loss the Fund may realize on the eventual sale of
a security purchased by means of the exercise of a call option will be reduced by the premium paid for the call option. If, during
the period of the call option, the market price for the underlying security is at or below the call option’s strike price,
the call option will expire worthless, representing a loss of the price the Fund paid for the call option, plus transaction costs.

 

Stock Index Options.
Except as described below, the Fund will write call options on stock indexes only if on such date it holds a portfolio of stocks
at least equal to the value of the index times the multiplier times the number of contracts or the Fund arranges with its custodian
to segregate cash or other liquid assets equal in value to the exercise liability of the call option adjusted daily to the option’s
current market value. When the Fund writes a call option on a broadly-based stock market index, it will segregate with its custodian,
and/or pledge to a broker as collateral for the option, any combination of “qualified securities” (which consists of
cash, U.S. Government securities or other liquid securities) with a market value at the time the option is written of not less
than 100% of the current index value times the multiplier times the number of contracts.

 

If at the close of business
on any business day the market value of such qualified securities so segregated or pledged falls below 100% of the current stock
index value times the multiplier times the number of contracts, the Fund will so segregate and/or pledge an amount in cash or other
liquid assets or securities equal in value to the difference. However, if the Fund holds a call on the same index as the call written
where the exercise price of the call held is equal to or less than the exercise price of the call written or greater than the exercise
price of the call written if the difference is maintained in cash, short-term U.S. Government securities, or other liquid securities
(including common stocks) in a segregated account with the custodian, it will not be subject to the requirements described in this
section.

 

Risks of Transactions
in Stock Options.
Purchase and sales of options involves the risk that there will be no market in which to effect a closing
transaction. An option position may be closed out only on an exchange that provides a secondary market for an option of the same
series or if the transaction was an over-the-counter transaction, through the original broker-dealer. Although the Fund will generally
buy and sell options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market
on an exchange will exist for any particular option, or at any particular time, and for some options no secondary market on an
exchange may exist. If the Fund, as a covered call or put option writer, is unable to effect an offsetting closing transaction
in a secondary market, and does not arrange with its custodian to segregate cash or other liquid assets equal in value to the Fund’s
exercise liability of the option adjusted daily to the option’s current market value, it will, for a call option it has written,
not be able to sell the underlying security until the call option expires and, for a put option it has written, not be able to
avoid purchasing the underlying security until the put option expires.

 

Risks of Options
on Stock Indexes.
The Fund’s purchase and sale of options on stock indexes will be subject to risks described above
under “Risks of Transactions in Stock Options”. In addition, the distinctive characteristics of options on stock indexes
create certain risks that are not present with stock options.

 

Since the value of a stock
index option depends upon the movements in the level of the stock index, rather than the price of a particular stock, whether the
Fund will realize a gain or loss on the purchase or sale of an option on a stock index depends upon movements in the level of stock
prices in the stock market generally or in an industry or market segment rather than movements in the price of a particular stock.
Accordingly, successful use by the Fund of options on stock indexes is subject to the advisor’s ability to correctly predict
movements in the direction of the stock market generally or of a particular industry or market segment. This requires skills and
techniques different from predicting changes in the price of individual stocks.

 

Stock index prices may
be distorted if trading of certain stocks included in the stock index is interrupted. Trading in the stock index options also may
be interrupted in certain circumstances, such as if trading were halted in a substantial number of stocks included in the stock
index. If this occurred, the Fund would not be able to close out options that it had purchased or written and, if restrictions
on exercise were imposed, might not be able to exercise an option that it was holding, which could result in substantial losses
to the Fund. It is the policy of the Fund to purchase or write options only on stock indexes that include a number of stocks sufficient
to minimize the likelihood of a trading halt in the stock index, for example, the S&P 100 or S&P 500 index option.

 

Trading in stock index
options commenced in April 1983 with the S&P 100 option (formerly called the CBOE 100). Since that time, a number of additional
stock index option contracts have been introduced, including options on industry stock indexes. Although the markets for certain
stock index option contracts have developed rapidly, the markets for other stock index options are still relatively illiquid. The
ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid secondary
market. It is not certain that this market will develop in all stock index option contracts. The Fund will not purchase or sell
stock index option contracts unless and until, in the advisor’s opinion, the market for such options has developed sufficiently
that the risk in connection with these transactions is no greater than the risk in connection with options on stock.

 

Hedging.
Hedging is a means of transferring risk that an investor does not wish to assume during an uncertain market environment. The Fund
are permitted to enter into these transactions solely: (a) to hedge against changes in the market value of portfolio investments
and against changes in the market value of investments

intended to be purchased, (b) to close out
or offset existing positions, or (c) to manage the duration of a portfolio’s fixed income investments.

 

Hedging activity in the
Fund may include buying or selling (writing) put or call options on stocks, shares of exchange traded funds or stock indexes, entering
into stock index futures contracts or buying or selling options on stock index futures contracts or financial futures contracts,
such as futures contracts on U.S. Treasury securities and interest related indices, and options on financial futures. The Fund
will buy or sell options on stock index futures traded on a national exchange or board of trade and options on securities and on
stock indexes traded on national securities exchanges or through private transactions directly with a broker-dealer. The Fund may
hedge a portion of its portfolio by selling stock index futures contracts or purchasing puts on these contracts to limit exposure
to an actual or anticipated market decline. The Fund may hedge against fluctuations in currency exchange rates, in connection with
its investments in foreign securities, by purchasing foreign forward currency exchange contracts. All hedging transactions must
be appropriate for reduction of risk and they cannot be for speculation.

 

The Fund may engage in
transactions in futures contracts and options on futures contracts.

 

Convertible Securities.
The Fund may invest in convertible securities, including debt securities or preferred stock that may be converted into common stock
or that carry the right to purchase common stock. Convertible securities entitle the holder to exchange the securities for a specified
number of shares of common stock, usually of the same company, at specified prices within a certain period of time. They also entitle
the holder to receive interest or dividends until the holder elects to exercise the conversion privilege.

 

The terms of any convertible
security determine its ranking in a company’s capital structure. In the case of subordinated convertible debentures, the
holder’s claims on assets and earnings are generally subordinate to the claims of other creditors, and senior to the claims
of preferred and common stockholders. In the case of convertible preferred stock, the holder’s claims on assets and earnings
are subordinate to the claims of all creditors and are senior to the claims of common stockholders. As a result of their ranking
in a company’s capitalization, convertible securities that are rated by nationally recognized statistical rating organizations
are generally rated below other obligations of the company and many convertible securities are not rated.

 

Preferred Stock.
The Fund may invest in preferred stock. Preferred stock, unlike common stock, offers a stated dividend rate payable from the issuer’s
earnings. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction rate. If interest rates rise,
the fixed dividend on preferred stocks may be less attractive, causing the price of the preferred stocks to decline. Preferred
stock may have mandatory sinking fund provisions, as well as call/redemption provisions prior to maturity, a negative feature when
interest rates decline.

 

Warrants.
The Fund may invest in warrants. The Fund may purchase warrants issued by domestic and foreign companies to purchase newly created
equity securities consisting of common and preferred stock. Warrants are securities that give the holder the right, but not the
obligation to purchase equity issues of the company issuing the warrants, or a related company, at a fixed price either on a date
certain or during a set period. The equity security underlying a warrant is authorized at the time the warrant is issued or is
issued together with the warrant.

 

Investing in warrants can
provide a greater potential for profit or loss than an equivalent investment in the underlying security, and, thus, can be a speculative
investment. At the time of issue, the cost of a warrant is substantially less than the cost of the underlying security itself,
and price movements in the underlying security are generally magnified in the price movements of the warrant. This leveraging effect
enables the investor to gain exposure to the underlying security with a relatively low capital investment. This leveraging increases
an investor’s risk, however, in the event of a decline in the value of the underlying security and can result in a complete
loss of the amount invested in the warrant. In addition, the price of a warrant tends to be more volatile than, and may not correlate
exactly to, the price of the underlying security. If the market price of the underlying security is below the exercise price of
the warrant on its expiration date, the warrant will generally expire without value. The value of a warrant may decline because
of a decline in the value of the underlying security, the passage of time, changes in interest rates or in the dividend or other
policies of the company whose equity underlies the warrant or a change in

the perception as to the future price of the
underlying security, or any combination thereof. Warrants generally pay no dividends and confer no voting or other rights other
than to purchase the underlying security.

 

United States Government
Obligations.
The Fund may invest in obligations issued or guaranteed by the United States Government, or by its agencies
or instrumentalities. Obligations issued or guaranteed by federal agencies or instrumentalities may or may not be backed by the
“full faith and credit” of the United States. Securities that are backed by the full faith and credit of the United
States include Treasury bills, Treasury notes, Treasury bonds, and obligations of the Government National Mortgage Association,
the Farmers Home Administration, and the Export-Import Bank. In the case of securities not backed by the full faith and credit
of the United States, the Fund must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment
and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet
its commitments. Securities that are not backed by the full faith and credit of the United States include, but are not limited
to, obligations of the Tennessee Valley Authority, the Federal National Mortgage Association and the United States Postal Service,
each of which has the right to borrow from the United States Treasury to meet its obligations, and obligations of the Federal Farm
Credit System and the Federal Home Loan Banks, both of whose obligations may be satisfied only by the individual credits of each
issuing agency.

 

Foreign Government
Obligations.
The Fund may invest in short-term obligations of foreign sovereign governments or of their agencies, instrumentalities,
authorities or political subdivisions. These securities may be denominated in United States dollars or in another currency. See
“Foreign Investment Risk.”

 

Bank Obligations.
The Fund may invest in bank obligations such as bankers’ acceptances, certificates of deposit, and time deposits.

 

Bankers’ acceptances
are negotiable drafts or bills of exchange typically drawn by an importer or exporter to pay for specific merchandise, which are
“accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument
on maturity. Investments will be in bankers’ acceptances guaranteed by domestic and foreign banks having, at the time of
investment, capital, surplus, and undivided profits in excess of $100,000,000 (as of the date of their most recently published
financial statements).

 

Certificates of deposit
are negotiable certificates issued against funds deposited in a commercial bank or a savings and loan association for a definite
period of time and earning a specified return.

 

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

 

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

 

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

 

Other Fixed Income
Securities.
Other fixed income securities in which the Fund may invest include nonconvertible preferred stocks and nonconvertible
corporate debt securities.

 

The Fund may invest in
short-term investments (including repurchase agreements “collateralized fully,” as provided in Rule 2a-7 under the
1940 Act; interest-bearing or discounted commercial paper, including dollar denominated commercial paper of foreign issuers; and
any other taxable and tax-exempt money market instruments, including variable rate demand notes, that are “Eligible Securities”
as defined in Rule 2a-7 under the 1940 Act).

 

Variable Amount Master
Demand Notes.
Variable amount master demand notes are unsecured demand notes that permit the indebtedness thereunder to
vary and provide for periodic readjustments in the interest rate according to the terms of the instrument. They are also referred
to as variable rate demand notes. Because master demand notes are direct lending arrangements between the Fund and the issuer,
they are not normally traded. Although there is no secondary market in the notes, the Fund may demand payment of principal and
accrued interest at any time or during specified periods not exceeding one year, depending upon the instrument involved, and may
resell the note at any time to a third party. The Advisor will consider the earning power, cash flow, and other liquidity ratios
of the issuers of such notes and will continuously monitor their financial status and ability to meet payment on demand.

 

Variable and Floating
Rate Notes.
A variable rate note is one whose terms provide for the readjustment of its interest rate on set dates and
which, upon such readjustment, can reasonably be expected to have a market value that approximates its par value. A floating rate
note is one whose terms provide for the readjustment of its interest rate whenever a specified interest rate changes and which,
at any time, can reasonably be expected to have a market value that approximates its par value. Such notes are frequently not rated
by credit rating agencies. These notes must satisfy the same quality standards as commercial paper investments. Unrated variable
and floating rate notes purchased by the Fund must be determined by the advisor under guidelines approved by the Board to be of
comparable quality at the time of purchase to rated instruments eligible for purchase under the Fund’s investment policies.
In making such determinations, the advisor will consider the earning power, cash flow and other liquidity ratios of the issuers
of such notes (such issuers include financial, merchandising, bank holding and other companies) and will continuously monitor their
financial condition. Although there may be no active secondary market with respect to a particular variable or floating rate note
purchased by the Fund, the Fund may resell the note at any time to a third party. The absence of an active secondary market, however,
could make it difficult for the Fund to dispose of a variable or floating rate note in the event the issuer of the note defaulted
on its payment obligations and the Fund could, as a result or for other reasons, suffer a loss to the extent of the default. Variable
or floating rate notes may be secured by bank letters of credit.

 

Foreign Investments.
The Fund may invest in certain obligations or securities of foreign issuers. Certain of these investments may be in the form of
American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts
(“GDRs”), other similar depositary receipts, and ETFs or other investment companies that invest in foreign securities,
Yankee Obligations, and U.S. dollar-denominated securities issued by foreign branches of U.S. and foreign banks. Foreign investments
may subject the Fund to investment risks that differ in some respects from those related to investment in obligations of U.S. domestic
issuers. Such risks include future adverse political and economic developments, possible seizure, nationalization, or expropriation
of foreign investments, less stringent disclosure requirements, the possible establishment of exchange controls or taxation at
the source or other taxes, and the adoption of other foreign governmental restrictions.

 

Additional risks include
less publicly available information, less government supervision and regulation of foreign securities exchanges, brokers and issuers,
the risk that companies may not be subject to the accounting, auditing and financial reporting standards and requirements of U.S.
companies, the risk that foreign securities markets may have less volume and that therefore many securities traded in these markets
may be less liquid and their prices more volatile than U.S. securities, and the risk that custodian and brokerage costs may be
higher. Foreign issuers of securities or obligations are often subject to accounting treatment and engage in business practices
different from those respecting domestic issuers of similar securities or obligations. Foreign branches of U.S. banks

and foreign banks may be subject to less stringent
reserve requirements than those applicable to domestic branches of U.S. banks. Certain of these investments may subject the Fund
to currency fluctuation risks.

 

Other investment risks
include the possible imposition of foreign withholding taxes on certain amounts of the Fund’s income which may reduce the
net return on non-U.S. investments as compared to income received from a U.S. issuer, the possible seizure or nationalization of
foreign assets and the possible establishment of exchange controls, expropriation, confiscatory taxation, other foreign governmental
laws or restrictions which might affect adversely payments due on securities held by the Fund, the lack of extensive operating
experience of eligible foreign subcustodians and legal limitations on the ability of the Fund to recover assets held in custody
by a foreign subcustodian in the event of the subcustodian’s bankruptcy.

 

In addition, there may
be less publicly-available information about a non-U.S. issuer than about a U.S. issuer, and non-U.S. issuers may not be subject
to the same accounting, auditing and financial record-keeping standards and requirements as U.S. issuers. In particular, the assets
and profits appearing on the financial statements of an emerging market country issuer may not reflect its financial position or
results of operations in the way they would be reflected had the financial statements been prepared in accordance with U.S. generally
accepted accounting principles. In addition, for an issuer that keeps accounting records in local currency, inflation accounting
rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the issuer’s
balance sheet in order to express items in terms of currency of constant purchasing power. Inflation accounting may indirectly
generate losses or profits. Consequently, financial data may be materially affected by restatements for inflation and may not accurately
reflect the real condition of those issuers and securities markets.

 

Finally, in the event of
a default of any such foreign obligations, it may be more difficult for the Fund to obtain or enforce a judgment against the issuers
of such obligations. The manner in which foreign investors may invest in companies in certain emerging market countries, as well
as limitations on such investments, also may have an adverse impact on the operations of the Fund. For example, the Fund may be
required in certain of such countries to invest initially through a local broker or other entity and then have the shares purchased
re-registered in the name of the Fund. Re-registration may in some instances not be able to occur on a timely basis, resulting
in a delay during which the Fund may be denied certain of its rights as an investor.

 

Depositary Receipts.
The Fund’s investments may include securities of foreign issuers in the form of sponsored or unsponsored ADRs, GDRs and EDRs.
ADRs are depositary receipts typically issued by a United States bank or trust company which evidence ownership of underlying securities
issued by a foreign corporation. EDRs and GDRs are typically issued by foreign banks or trust companies, although they also may
be issued by United States banks or trust companies, and evidence ownership of underlying securities issued by either a foreign
or a United States corporation. Generally, depositary receipts in registered form are designed for use in the United States securities
market and depositary receipts in bearer form are designed for use in securities markets outside the United States Depositary receipts
may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. Ownership
of unsponsored depositary receipts may not entitle the Fund to financial or other reports from the issuer of the underlying security,
to which it would be entitled as the owner of sponsored depositary receipts.

 

Emerging Markets.
The Fund may invest in securities of issuers located in “emerging markets” (lesser developed countries located outside
of the U.S.) or ETFs or other investment companies that invest in emerging market securities. Investing in emerging markets involves
not only the risks described above with respect to investing in foreign securities, but also other risks, including exposure to
economic structures that are generally less diverse and mature than, and to political systems that can be expected to have less
stability than, those of developed countries. For example, many investments in emerging markets experienced significant declines
in value due to political and currency volatility in emerging markets countries during the latter part of 1997 and the first half
of 1998. Other characteristics of emerging markets that may affect investment include certain national policies that may restrict
investment by foreigners in issuers or industries deemed sensitive to relevant national interests and the absence of developed
structures governing private and foreign investments and private property. The typically small size of the markets of securities
of issuers located in emerging markets and the possibility of a low or nonexistent volume of trading in those securities may also
result in a lack of liquidity and in price volatility of those securities.

 

When-Issued and Delayed
Delivery Securities.
The Fund may purchase securities on a when-issued or delayed delivery basis. Delivery of and payment
for these securities may take as long as a month or more after the date of the purchase commitment. The value of these securities
is subject to market fluctuation during this period and no interest or income accrues to the Fund until settlement. The Fund will
maintain with the custodian a separate account with a segregated portfolio of liquid assets consisting of cash, U.S. Government
securities or other liquid high-grade debt securities in an amount at least equal to these commitments. When entering into a when-issued
or delayed delivery transaction, the Fund will rely on the other party to consummate the transaction; if the other party fails
to do so, the Fund may be disadvantaged.

 

Lower Rated or Unrated
Securities.
Securities rated Baa by Moody’s or BBB by S&P or lower, or deemed of comparable quality by the advisor,
may have speculative characteristics. Securities rated below investment grade, i.e., below Baa or BBB, or deemed of comparable
quality by the Advisor, have higher yields but also involve greater risks than higher rated securities. Under guidelines used by
rating agencies, securities rated below investment grade, or deemed of comparable quality, have large uncertainties or major risk
exposures in the event of adverse conditions, which features outweigh any quality and protective characteristics. Securities with
the lowest ratings are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current
identifiable vulnerability to default, to be unlikely to have the capacity to pay interest and repay principal when due in the
event of adverse business, financial or economic conditions, and/or to be in default or not current in the payment of interest
or principal. Such securities are considered speculative with respect to the issuer’s capacity to pay interest and repay
principal in accordance with the terms of the obligations. The credit rating for these securities could also be further downgraded
after they are purchased by the Fund, which would reduce their value. Accordingly, it is possible that these types of factors could,
in certain instances, reduce the value of such securities held by the Fund with a commensurate effect on the value of its shares.

 

The secondary market for
lower rated securities is not as liquid as that for higher rated securities. This market is concentrated in relatively few market
makers and participants in the market are mostly institutional investors, including insurance companies, banks, other financial
institutions and investment companies. In addition, the trading market for lower rated securities is generally lower than that
for higher-rated securities, and the secondary markets could contract under adverse market or economic conditions independent of
any specific adverse changes in the condition of a particular issuer. These factors may have an adverse effect on the Fund’s
ability to dispose of these securities and may limit its ability to obtain accurate market quotations for purposes of determining
the value of its assets. If the Fund is not able to obtain precise or accurate market quotations for a particular security, it
will become more difficult to value its portfolio, requiring them to rely more on judgment. Less liquid secondary markets may also
affect the Fund’s ability to sell securities at their fair value. The Fund may invest up to 15% of its net assets, measured
at the time of investment, in illiquid securities, which may be more difficult to value and to sell at fair value. If the secondary
markets for high yield debt securities are affected by adverse economic conditions, the proportion of the Fund’s assets invested
in illiquid securities may increase.

 

In the case of corporate
debt securities, while the market values of securities rated below investment grade and comparable unrated securities tend to react
less to fluctuations in interest rate levels than do those of higher-rated securities, the market values of certain of these securities
also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated securities.
Price volatility in these securities will be reflected in the Fund’s share value. In addition, such securities generally
present a higher degree of credit risk. Issuers of these securities often are highly leveraged and may not have more traditional
methods of financing available to them, so that their ability to service their debt obligations during an economic downturn or
during sustained periods of rising interest rates may be impaired. The risk of loss due to default by such issuers is significantly
greater than with investment grade securities because such securities generally are unsecured and frequently are subordinated to
the prior payment of senior indebtedness.

 

A description of the quality
ratings of certain NRSROs is contained in Appendix A.

 

Zero Coupon Securities.
The Fund may invest in “zero coupon” U.S. Treasury, foreign government and U.S. and foreign corporate convertible and
nonconvertible debt securities, which are bills, notes and bonds that have

been stripped of their unmatured interest coupons
and custodial receipts or certificates of participation representing interests in such stripped debt obligations and coupons. A
zero coupon security pays no interest to its holder prior to maturity. Accordingly, such securities usually trade at a deep discount
from their face or par value and will be subject to greater fluctuations of market value in response to changing interest rates
than debt obligations of comparable maturities that make current distributions of interest. The Fund anticipates that it will not
normally hold zero coupon securities to maturity. Redemption of shares of the Fund that require it to sell zero coupon securities
prior to maturity may result in capital gains or losses that may be substantial. Federal tax law requires that a holder of a zero
coupon security accrue a portion of the discount at which the security was purchased as income each year, even though the holder
receives no interest payment on the security during the year. Such accrued discount will be includible in determining the amount
of dividends the Fund must pay each year and, in order to generate cash necessary to pay such dividends, the Fund may liquidate
portfolio securities at a time when it would not otherwise have done so.

 

Forward Foreign Currency
Exchange Contracts.
The Fund may enter into forward foreign currency exchange contracts in connection with its investments
in foreign securities. A forward contract may be used by the Fund only to hedge against possible variations in exchange rates of
currencies in countries in which it may invest. A forward foreign currency exchange contract (“forward contract”) involves
an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of
the contract agreed upon by the parties, at a price set at the time of the contract. Forward contracts are traded in the interbank
market directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has
no deposit requirement, and no commissions are charged at any stage for trades.

 

Futures Contracts.
The Fund may invest in futures contracts and options thereon (stock index futures contracts, interest rate futures contracts or
currency futures contracts or options thereon) to hedge or manage risks associated with the Fund’s securities investments.
When a futures contract is executed, each party deposits with a futures commission merchant (“FCM”) or broker (“Custodian”),
or in a segregated custodial account, a specified percentage of the contract amount, called the initial margin, and during the
term of the contract, the amount of the deposit is adjusted based on the current value of the futures contract by payments of variation
margin to or from the FCM or broker or segregated custodial account. In the case of options on futures, the holder of the option
pays a premium and receives the right, upon exercise of the option at a specified price during the option period, to assume the
option writer’s position in the futures contract and related margin account. If the option is exercised on the last trading
day, cash in an amount equal to the difference between the option exercise price and the closing level of the relevant index, interest
rate or currency price, as applicable, on the expiration date is delivered.

 

As required by the 1940
Act, the Fund may purchase or sell futures contracts or options thereon only if the Fund’s liability for the futures position
is “covered” by an offsetting position in a futures contract or option thereon, or by the Fund’s segregating
liquid assets equal to the Fund’s liability on the futures contract or option thereon, which are adjusted daily to equal
the current market value of Fund’s liability on the futures contract or option thereon. To enter into a futures contract,
an amount of cash, U.S. Government securities, or other liquid securities or assets, equal to the market value of the futures contract,
is segregated with the Custodian and/or in a margin account with a FCM or broker, and this amount of cash or cash equivalents is
adjusted daily to the current market value of the futures contract to collateralize the position and thereby ensure that the use
of such futures is unleveraged. Alternatively, the Fund may cover such positions by purchasing offsetting positions, or by using
a combination of offsetting positions and cash or other liquid securities or assets.

 

Positions in futures contracts
may be closed out only on an exchange that provides a secondary market for such futures. However, there can be no assurance that
a liquid secondary market will exist for any particular futures contract at any specific time. Thus, it may not be possible to
close a futures position. In the event of adverse price movements, the Fund would continue to be required to make daily cash payments
to maintain its required margin. In such situations, if the Fund had insufficient cash, it might have to sell portfolio investments
to meet daily margin requirements at a time when it would be disadvantageous to do so. In addition, the Fund might be required
to make delivery of the instruments underlying futures contracts it holds. The inability to close positions in futures or options
thereon also could have an adverse impact on the Fund’s ability to hedge or manage risks effectively.

 

Successful use of futures
by the Fund is also subject to the Advisor’s ability to predict movements correctly in the direction of the market. There
is typically an imperfect correlation between movements in the price of the future and movements in the price of the securities
that are the subject of the hedge. In addition, the price of futures may not correlate perfectly with movement in the cash market
due to certain market distortions. Due to the possibility of price distortion in the futures market and because of the imperfect
correlation between the movements in the cash market and movements in the price of futures, a correct forecast of general market
trends or interest rate movements by the Advisor may still not result in a successful hedging transaction over a short time frame.

 

The trading of futures
contracts is also subject to the risk of trading halts, suspension, exchange or clearing house equipment failures, government intervention,
insolvency of a commodities or brokerage firm or clearing house or other disruption of normal trading activity, which could at
times make it difficult or impossible to liquidate existing positions or to recover excess variation margin payments.

 

The purchase and sale of
futures contracts or related options will not be a primary investment technique of the Fund. The Fund will purchase or sell futures
contracts (or related options thereon) in accordance with the regulations of the Commodity Futures Trading Commission (“CFTC”)
described above.

 

Interest Rate Futures.
The Fund may purchase an interest rate futures contract as a hedge against changes in interest rates. An interest rate futures
contract provides for the future sale by one party and the purchase by the other party of a certain amount of a specific interest
rate sensitive financial instrument (debt security) at a specified price, date, time and place. Generally, if market interest rates
increase, the value of outstanding debt securities declines (and vice versa). Thus, if the Fund holds long-term debt obligations
and the Advisor anticipates a rise in long-term interest rates, the Fund could, instead of selling its debt obligations, enter
into an interest rate futures contract for the sale of similar long-term securities. If interest rates rise, the value of the futures
contract would also rise, helping to offset the price decline of the obligations held by the Fund. The Fund might also purchase
futures contracts as a proxy for underlying securities that it cannot currently buy.

 

Stock Index Futures.
The Fund may purchase and sell stock index futures contracts as a hedge against changes resulting from market conditions in the
values of securities that are held in its portfolio or that it intends to purchase or when such purchase or sale is economically
appropriate for the reduction of risks inherent in the ongoing management of the Fund. A stock index futures contract is an agreement
in which one party agrees to deliver to the other an amount of cash equal to a specific dollar amount times the difference between
the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement is
made.

 

The Fund may hedge a portion
of its portfolio by selling stock index futures contracts or purchasing puts on these contracts to limit exposure to an actual
or anticipated market decline. This provides an alternative to liquidation of securities positions. Conversely, during a market
advance or when the Advisor anticipates an advance, the Fund may hedge a portion of its portfolio by purchasing stock index futures,
or options on these futures. This affords a hedge against the Fund not participating in a market advance when it is not fully invested
and serves as a temporary substitute for the purchase of individual securities, which may later be purchased in a more advantageous
manner.

 

The Fund’s successful
use of stock index futures contracts depends upon the Advisor’s ability to predict the direction of the market and is subject
to various additional risks. The correlation between movement in the price of the stock index future and the price of the securities
being hedged is imperfect and the risk from imperfect correlation increases as the composition of the Fund’s portfolio diverges
from the composition of the relevant index. In addition, if the Fund purchases futures to hedge against market advances before
it can invest in common stock in an advantageous manner and the market declines, there may be a loss on the futures contracts.
In addition, the ability of the Fund to close out a futures position or an option on futures depends on a liquid secondary market.
There is no assurance that liquid secondary markets will exist for any particular futures contract or option on a futures contract
at any particular time. The risk of loss to the Fund is theoretically unlimited when the Fund sells an uncovered futures contract
because there is an obligation to make delivery unless the contract is closed out, regardless of fluctuations in the price of the
underlying security.

 

Foreign Currency
Futures Transactions.
Unlike forward foreign currency exchange contracts, foreign currency futures contracts and options
on foreign currency futures contract are standardized as to amount and delivery period and may be traded on boards of trade and
commodities exchanges or directly with a dealer which makes a market in such contracts and options. It is anticipated that such
contracts may provide greater liquidity and lower cost than forward foreign currency exchange contracts. As part of their financial
futures transactions, the Fund may use foreign currency futures contracts and options on such futures contracts. Through the purchase
or sale of such contracts, the Fund may be able to achieve many of the same objectives as through investing in forward foreign
currency exchange.

 

Foreign Currency
Options.
A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency
at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the obligation,
to buy the currency, while a put option gives its owner the right, but not the obligation, to sell the currency. The option seller
(writer) is obligated to fulfill the terms of the option sold if it is exercised. However, either seller or buyer may close its
position during the option period in the secondary market for such options at any time prior to expiration.

 

The Fund may write only
foreign currency options that are “covered” or for which the Fund has segregated liquid assets equal to the exercise
liability of the option that are adjusted daily to the option’s current market value. A call option is “covered”
if the Fund either owns the underlying currency or has an absolute and immediate right (such as a call with the same or a later
expiration date) to acquire that currency. The Fund may write put options on a fully covered basis on a currency the Fund intends
to purchase or where the Fund arranges with its Custodian to segregate cash or other liquid asset equal in value to the exercise
liability of the put option adjusted daily to the option’s current market value. In addition, the Fund will not permit the
option to become uncovered without segregating liquid assets as described above prior to the expiration of the option or termination
through a closing purchase transaction as described in “Options on Securities” above.

 

A foreign currency call
option rises in value if the underlying currency appreciates. Conversely, a foreign currency put option rises in value if the underlying
currency depreciates. While purchasing a foreign currency option may protect the Fund against an adverse movement in the value
of a foreign currency, it would not limit the gain which might result from a favorable movement in the value of the currency. For
example, if the Fund were holding securities denominated in an appreciating foreign currency and had purchased a foreign currency
put to hedge against a decline in the value of the currency, it would not have to exercise its put. In such an event, however,
the amount of the Fund’s gain would be offset in part by the premium paid for the option. Similarly, if the Fund entered
into a contract to purchase a security denominated in a foreign currency and purchased a foreign currency call to hedge against
a rise in the value of the currency between the date of purchase and the settlement date, the Fund would not need to exercise its
call if the currency instead depreciated in value. In such a case, the Fund would acquire the amount of foreign currency needed
for settlement in the spot market at a lower price than the exercise price of the option.

 

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

 

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

 

Investments in the real
estate industry involve particular risks. The real estate industry has been subject to substantial fluctuations and declines on
a local, regional and national basis in the past and may continue to be in the

future. Real property values, and income from
real property continue to be in the future. Real property values and income from real property may decline due to general and local
economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning
laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases
in market interest rates, or other factors. Factors such as these may adversely affect companies that own and operate real estate
directly, companies that lend to such companies, and companies that service the real estate industry.

 

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

 

Structured Securities.
The Fund may purchase any type of publicly traded or privately negotiated fixed income security, including mortgage-backed securities;
structured notes, bonds or debentures; and assignments of and participations in loans.

 

Mortgage-Backed Securities.
The Fund may invest in mortgage-backed securities, such as those issued by the Government National Mortgage Association (“GNMA”),
Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”) or certain
foreign issuers. Mortgage-backed securities represent direct or indirect participations in, or are secured by and payable from,
mortgage loans secured by real property. The mortgages backing these securities include, among other mortgage instruments, conventional
30-year fixed-rate mortgages, 15-year fixed-rate mortgages, graduated payment mortgages and adjustable rate mortgages. The government
or the issuing agency typically guarantees the payment of interest and principal of these securities. However, the guarantees do
not extend to the securities’ yield or value, which are likely to vary inversely with fluctuations in interest rates, nor
do the guarantees extend to the yield or value of the Fund’s shares. These securities generally are “pass-through”
instruments, through which the holders receive a share of all interest and principal payments from the mortgages underlying the
securities, net of certain fees.

 

Yields on pass-through
securities are typically quoted by investment dealers and vendors based on the maturity of the underlying instruments and the associated
average life assumption. The average life of pass-through pools varies with the maturities of the underlying mortgage loans. A
pool’s term may be shortened by unscheduled or early payments of principal on the underlying mortgages. The occurrence of
mortgage prepayments is affected by various factors, including the level of interest rates, general economic conditions, the location,
scheduled maturity and age of the mortgage and other social and demographic conditions. Because prepayment rates of individual
pools vary widely, it is not possible to predict accurately the average life of a particular pool. For pools of fixed-rate 30-year
mortgages in a stable interest rate environment, a common industry practice in the U.S. has been to assume that prepayments will
result in a 12-year average life, although it may vary depending on numerous factors. At present, pools, particularly those with
loans with other maturities or different characteristics, are priced on an assumption of average life determined for each pool.
In periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of a
pool of mortgage-related securities. Conversely, in periods of rising rates the rate of prepayment tends to decrease, thereby lengthening
the actual average life of the pool. However, these effects may not be present, or may differ in degree, if the mortgage loans
in the pools have adjustable interest rates or other special payment terms, such as a prepayment charge. Actual prepayment experience
may cause the yield of mortgage-backed securities to differ from the assumed average life yield. Reinvestment of prepayments may
occur at higher or lower interest rates than the original investment, thus affecting the Fund’s yield.

 

The rate of interest on
mortgage-backed securities is lower than the interest rates paid on the mortgages included in the underlying pool due to the annual
fees paid to the servicer of the mortgage pool for passing through

monthly payments to certificate holders and
to any guarantor, such as GNMA, and due to any yield retained by the issuer. Actual yield to the holder may vary from the coupon
rate, even if adjustable, if the mortgage-backed securities are purchased or traded in the secondary market at a premium or discount.
In addition, there is normally some delay between the time the issuer receives mortgage payments from the servicer and the time
the issuer makes the payments on the mortgage-backed securities, and this delay reduces the effective yield to the holder of such
securities.

 

Asset-Backed Securities.
The Fund may invest in asset-backed securities, which represent participations in, or are secured by and payable from, assets such
as motor vehicle installment sales, installment loan contracts, leases of various types of real and personal property and receivables
from revolving credit (credit card) agreements. Such assets are securitized through the use of trusts and special purpose corporations.
Payments or distributions of principal and interest may be guaranteed up to certain amounts and for a certain time period by a
letter of credit or a pool insurance policy issued by a financial institution unaffiliated with the trust or corporation.

 

Asset-backed securities
present certain risks that are not presented by other securities in which the Fund may invest. Automobile receivables generally
are secured by automobiles. Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying
obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire
an interest superior to that of the holders of the asset-backed securities. In addition, because of the large number of vehicles
involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables
may not have a proper security interest in the underlying automobiles. Therefore, there is the possibility that recoveries on repossessed
collateral may not, in some cases, be available to support payments on these securities. Credit card receivables are generally
unsecured, and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which
give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. In addition,
there is no assurance that the security interest in the collateral can be realized.

 

Structured Notes,
Bonds and Debentures.
The Fund may invest in structured notes, bonds and debentures. Typically, the value of the principal
and/or interest on these instruments is determined by reference to changes in the value of specific currencies, interest rates,
commodities, indexes or other financial indicators (the “Reference”) or the relevant change in two or more References.
The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes
in the applicable Reference. The terms of the structured securities may provide that in certain circumstances no principal is due
at maturity and, therefore, may result in the loss of the Fund’s entire investment. The value of structured securities may
move in the same or the opposite direction as the value of the Reference, so that appreciation of the Reference may produce an
increase or decrease in the interest rate or value of the security at maturity. In addition, the change in interest rate or the
value of the security at maturity may be a multiple of the change in the value of the Reference so that the security may be more
or less volatile than the Reference, depending on the multiple. Consequently, structured securities may entail a greater degree
of market risk and volatility than other types of debt obligations.

 

Assignments and Participations.
The Fund may invest in assignments of and participations in loans issued by banks and other financial institutions.

 

When the Fund purchases
assignments from lending financial institutions, the Fund will acquire direct rights against the borrower on the loan. However,
since assignments are generally arranged through private negotiations between potential assignees and potential assignors, the
rights and obligations acquired by the Fund as the purchaser of an assignment may differ from, and be more limited than, those
held by the assigning lender.

 

Participations in loans
will typically result in the Fund having a contractual relationship with the lending financial institution, not the borrower. The
Fund would have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender
of the payments from the borrower. In connection with purchasing a participation, the Fund generally will have no right to enforce
compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower,
and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased a participation. As a result,
the

Fund purchasing a participation will assume
the credit risk of both the borrower and the lender selling the participation. In the event of the insolvency of the lender selling
the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the
lender and the borrower.

 

The Fund may have difficulty
disposing of assignments and participations because there is no liquid market for such investments. The lack of a liquid secondary
market will have an adverse impact on the value of such investments and on the Fund’s ability to dispose of particular assignments
or participations when necessary to meet the Fund’s liquidity needs or in response to a specific economic event, such as
a deterioration in the creditworthiness of the borrower. The lack of a liquid market for assignments and participations also may
make it more difficult for the Fund to assign a value to these investments for purposes of valuing the Fund’s portfolio and
calculating its net asset value.

 

The Fund may invest in
fixed and floating rate loans (“Loans”) arranged through private negotiations between a foreign government (a “Borrower”)
and one or more financial institutions (“Lenders”). The majority of the Fund’s investments in Loans are expected
to be in the form of participations in Loans (“Participations”) and assignments of portions of Loans from third parties
(“Assignments”). Participations typically will result in the Fund having a contractual relationship only with the Lender,
not with the Borrower. The Fund will have the right to receive payments of principal, interest and any fees to which it is entitled
only from the Lender selling the Participation and only upon receipt by the Lender of the payments from the Borrower. In connection
with purchasing Participations, the Fund generally will have no right to enforce compliance by the Borrower with the terms of the
loan agreement relating to the Loan, nor any rights of set-off against the Borrower, and the Fund may not directly benefit from
any collateral supporting the Loan in which it has purchased the Participation. As a result, the Fund will assume the credit risk
of both the Borrower and the Lender that is selling the Participation. In the event of the insolvency of the Lender selling a Participation,
the Fund may be treated as a general creditor of the Lender and may not benefit from any set-off between the Lender and the Borrower.
The Fund will acquire Participations only if the Lender interpositioned between the Fund and the Borrower is determined by the
Advisor to be creditworthy.

 

When the Fund purchases
Assignments from Lenders, the Fund will acquire direct rights against the Borrower on the Loan. However, since Assignments are
generally arranged through private negotiations between potential assignees and potential assignors, the rights and obligations
acquired by the Fund as the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Lender.

 

There are risks involved
in investing in Participations and Assignments. The Fund may have difficulty disposing of them because there is no liquid market
for such investments. The lack of a liquid secondary market will have an adverse impact on the value of such investments and on
the Fund’s ability to dispose of particular Participations or Assignments when necessary to meet the Fund’s liquidity
needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the Borrower. The lack of
a liquid market for Participations and Assignments also may make it more difficult for the Fund to assign a value to these securities
for purposes of valuing the Fund’s portfolio and calculating its net asset value.

 

Restricted and Illiquid
Securities.
The Fund may acquire, in privately negotiated transactions, securities that cannot be offered for public sale
in the United States without first being registered under the Securities Act of 1933 (“Securities Act”). Restricted
securities are subject to restrictions on resale under federal securities law. Because of these restrictions, the Fund may not
be able to readily resell these investments at a price equal to what it might obtain for similar investments with a more liquid
market. The Fund’s valuation of these securities will reflect relevant liquidity considerations. Under criteria established
by the Trustees, certain restricted securities sold pursuant to Rule 144A under the Securities Act may be determined to be liquid.
To the extent that restricted securities are not determined to be liquid, the Fund will limit its purchase, together with other
illiquid securities including non-negotiable time deposits and repurchase agreements providing for settlement in more than seven
days after notice, to no more than 15% of its net assets.

 

Restricted securities in
which the Fund may invest may include commercial paper issued in reliance on the exemption from registration afforded by Section
4(a)(2) of the Securities Act. Section 4(a)(2) commercial paper is

restricted as to disposition under federal
securities law, and is generally sold to institutional investors, such as the Fund, who agree that they are purchasing the paper
for investment purposes and not with a view to public distribution. Any resale by the purchaser must be in an exempt transaction.
Section 4(a)(2) commercial paper is normally resold to other institutional investors like the Fund through or with the assistance
of the issuer or investment dealers who make a market in Section 4(a)(2) commercial paper, thus providing liquidity. Each sub-advisor
believes that Section 4(a)(2) commercial paper and possibly certain other restricted securities which meet the criteria for liquidity
established by the Trustees are quite liquid. The Fund intend, therefore, to treat the restricted securities which meet the criteria
for liquidity established by the Trustees, including Section 4(a)(2) commercial paper, as determined by the advisor, as liquid
and not subject to the investment limitations applicable to illiquid securities.

 

Repurchase Agreements.
Securities held by the Fund may be subject to repurchase agreements. These transactions permit the Fund to earn income for periods
as short as overnight. The Fund could receive less than the repurchase price on any sale of such securities. Under the terms of
a repurchase agreement, the Fund would acquire securities from member banks of the Federal Deposit Insurance Corporation and registered
broker-dealers and other financial institutions that the Advisor deems creditworthy under guidelines approved by the Board, subject
to the seller’s agreement to repurchase such securities at a mutually agreed-upon date and price. The repurchase price would
generally equal the price paid by the Fund plus interest negotiated on the basis of current short-term rates, which may be more
or less than the rate on the underlying portfolio securities. The seller under a repurchase agreement will be required to maintain
continually the value of collateral held pursuant to the agreement at not less than the repurchase price (including accrued interest).
If the seller were to default on its repurchase obligation or become insolvent, the Fund holding such obligation would suffer a
loss to the extent that the proceeds from a sale of the underlying portfolio securities were less than the repurchase price under
the agreement, or to the extent that the disposition of such securities by the Fund were delayed pending court action. Additionally,
there is no controlling legal precedent confirming that the Fund would be entitled, as against a claim by such seller or its receiver
or trustee in bankruptcy, to retain the underlying securities, although the Trust believes that, under the regular procedures normally
in effect for custody of the Fund’ securities subject to repurchase agreements and under federal laws, a court of competent
jurisdiction would rule in favor of the Trust if presented with the question. Securities subject to repurchase agreements will
be held by the Custodian or another qualified custodian or in the Federal Reserve/Treasury book-entry system. Repurchase agreements
are considered to be loans by the Fund under the 1940 Act.

 

Reverse Repurchase
Agreements.
The Fund may enter into reverse repurchase agreements. In a reverse repurchase agreement, the Fund sells a
security and agrees to repurchase it at a mutually agreed upon date and at a price reflecting the interest rate effective for the
term of the agreement. This may also be viewed as the borrowing of money by the Fund. The Fund will not invest the proceeds of
a reverse repurchase agreement for a period which exceeds the duration of the reverse repurchase agreement. No Fund may enter into
reverse repurchase agreements exceeding in the aggregate one-third of the market value of its total assets, less liabilities other
than the obligations created by reverse repurchase agreements. The Fund will segregate assets consisting of cash or liquid securities
in an amount at least equal to its repurchase obligations under its reverse repurchase agreements.

 

Reverse repurchase agreements
involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities it
has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a reverse repurchase agreement
files for bankruptcy or becomes insolvent, the Fund’s use of proceeds from the agreement may be restricted pending a determination
by the other party or its trustee or receiver whether to enforce the Fund’s obligation to repurchase the securities.

 

Loans of Portfolio
Securities.
The Fund may lend securities if such loans are secured continuously by liquid assets consisting of cash, U.S.
Government securities or other liquid debt securities or by a letter of credit in favor of the Fund at least equal at all times
to 100% of the market value of the securities loaned, plus accrued interest. While such securities are on loan, the borrower will
pay the Fund any income accruing thereon. Loans will be subject to termination by the Fund in the normal settlement time, currently
three Business Days after notice, or by the borrower on one day’s notice (as used herein, “Business Day” shall
denote any day on which the New York Stock Exchange and the custodian are both open for business). Any gain or loss in the market
price of the borrowed

securities that occurs during the term of the
loan inures to the lending Fund and its shareholders. The Fund may pay reasonable finders’ and custodial fees, including
fees to an Advisor or its affiliate, in connection with loans. In addition, the Fund consider all facts and circumstances including
the creditworthiness of the borrowing financial institution, and the Fund will not lend their securities to any director, officer,
employee, or affiliate of the Advisor, the Administrator or Distributor, unless permitted by applicable law. Loans of portfolio
securities involve risks, such as delays or an inability to regain the securities or collateral adjustments
in the event the borrower defaults or enters into bankruptcy.

 

Short Sales “Against
The Box.”
The Fund may engage in short sales “against the box.” In a short sale, the Fund sells a borrowed
security and has a corresponding obligation to the lender to return the identical security. The seller does not immediately deliver
the securities sold and is said to have a short position in those securities until delivery occurs. The Fund may engage in a short
sale if at the time of the short sale the Fund owns or has the right to obtain without additional cost an equal amount of the security
being sold short. This investment technique is known as a short sale “against the box.” It may be entered into by the
Fund to, for example, lock in a sale price for a security the Fund does not wish to sell immediately. If the Fund engages in a
short sale, the collateral for the short position will be segregated in an account with the Fund’s custodian or qualified
sub-custodian. No more than 10% of the Fund’s net assets (taken at current value) may be held as collateral for short sales
against the box at any one time.

 

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

 

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

 

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

 

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

 

The Fund’s obligation
to replace the securities borrowed in connection with a short sale will be secured by cash or liquid securities deposited as collateral
with the broker. In addition, the Fund will place in a segregated account with its custodian or a qualified sub-custodian an amount
of cash or liquid securities equal to the difference, if any, between (i) the market value of the securities sold at the time they
were sold short and (ii) any cash or liquid securities deposited as collateral with the broker in connection with the short sale
(not including the proceeds of the short sale). Until it replaces the borrowed securities, the Fund will maintain the segregated
account daily at a level so that (a) the amount deposited in the account plus the amount deposited with the broker (not including
the proceeds from the short sale) will equal the current market value of the securities sold short and (b) the amount deposited
in

the account plus the amount deposited with
the broker (not including the proceeds from the short sale) will not be less than the market value of the securities at the time
they were sold short.

 

Municipal Securities.
Municipal securities are debt obligations issued to obtain funds for various public purposes, including the construction of a wide
range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water
and sewer works. Other public purposes for which municipal securities may be issued include refunding of outstanding obligations,
obtaining funds for general operating expenses and obtaining funds to loan to other public institutions and facilities. In addition,
certain types of industrial development bonds are issued by or on behalf of public authorities to obtain funds to provide privately-operated
housing facilities, sports facilities, convention or trade show facilities, airport, mass transit, port or parking facilities,
air or water pollution control facilities and certain local facilities for water supply, gas, electricity, or sewage or solid waste
disposal. Such obligations, which may include lease arrangements, are included within the term “municipal securities”
if the interest paid thereon qualifies as exempt from federal income tax. Other types of industrial development bonds, the proceeds
of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities,
may constitute municipal securities, although the current federal tax laws place substantial limitations on the size of such issues.

 

The two principal classifications
of municipal securities are “general obligation” and “revenue” bonds. General obligation bonds are secured
by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue 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. Industrial development bonds that are municipal securities are in most cases
revenue bonds and do not generally involve the pledge of the credit of the issuer of such bonds. There are, of course, variations
in the degree of risk of municipal securities, both within a particular classification and between classifications, depending upon
numerous factors.

 

The yields on municipal
securities are dependent upon a variety of factors, including general money market conditions, general conditions of the municipal
securities market, size of particular offering, maturity of the obligation and rating of the issue. The ratings of Moody’s and
S&P represent their opinions as to the quality of the municipal securities which they undertake to rate. It should be emphasized,
however, that ratings are general and are not absolute standards of quality. Consequently, municipal securities with the same maturity,
coupon and rating may have different yields, while municipal securities of the same maturity and coupon with different ratings
may have the same yield.

 

The Fund may invest in
“private activity” bonds. The Fund may also purchase participation interests in municipal securities (such as industrial
development bonds) from financial institutions, including banks, insurance companies and broker-dealers. A participation interest
gives the Fund an undivided interest in the municipal securities in the proportion that the Fund’s participation interest bears
to the total principal amount of the municipal securities. These instruments may be variable or fixed rate.

 

Provisions of the federal
bankruptcy statutes relating to the adjustment of debts of political subdivisions and authorities of states of the United States
provide that, in certain circumstances, such subdivisions or authorities may be authorized to initiate bankruptcy proceedings without
prior notice to or consent of creditors, which proceedings could result in material and adverse modification or alteration of the
rights of holders of obligations issued by such subdivisions or authorities.

 

Litigation challenging
the validity under state constitutions of present systems of financing public education has been initiated or adjudicated in a
number of states, and legislation has been introduced to effect changes in public school finances in some states. In other instances
there has been litigation challenging the issuance of pollution control revenue bonds or the validity of their issuance under state
or federal law which litigation could ultimately affect the validity of those municipal securities or the tax-free nature of the
interest thereon.

 

Corporate Debt Obligations.
The Fund may investment in corporate debt obligations, including senior secured loans, first lien senior secured debt,
and second lien senior secured debt.

 

The factors affecting an
issuer’s first and second lien leveraged loans, and its overall capital structure, are complex. Some first lien loans may
not necessarily have priority over all other debt of an issuer. For example, some first lien loans may permit other obligations
to be secured ratably with the loans (such as overdrafts, swaps or other derivatives made available by members of the lending syndicate
to the company), or involve first liens only on specified assets of an issuer (e.g., excluding real estate or receivables). Issuers
of first lien loans may have two tranches of first lien debt outstanding each with first liens on separate collateral. In the event
of Chapter 11 filing by an issuer, Title 11 of the U.S. Code (the “Bankruptcy Code”) authorizes, under certain circumstances,
the issuer to use a creditor’s collateral to obtain additional credit by granting a postpetition lender “priming”
liens on such collateral and/or superpriority administrative expense claims, senior even to liens and claims that were first in
priority prior to the bankruptcy filing, as long as the issuer provides what the bankruptcy court determines to be adequate protection,
which may, but need not always, consist of the grant of replacement or additional liens, additional claims (superpriority claims
junior to the claims granted to the postpetition lender(s)) or the making of cash payments to the affected secured creditor. It
is important to note that adequate protection is a flexible concept, and the determination of whether, and in which forms, to provide
adequate protection is within the discretion of the bankruptcy court. The imposition of priming liens and/or superpriority claims
would adversely affect the priority of the liens and claims held by the Fund and could adversely affect the Fund’s recovery
on its loans. In addition, in a bankruptcy proceeding, certain unsecured administrative and priority claims may have priority over
first lien, secured loans including, without limitation, the actual and necessary costs of administering the bankruptcy case (e.g.,
professional fees, certain wage claims of employees, etc.) Such claims, albeit unsecured, will have effective priority over first
lien loans because these claims must be paid in full in order to confirm a plan of reorganization or liquidation.

 

As a general matter, in
a bankruptcy proceeding secured debt is entitled to greater priority than unsecured debt but only to the extent of the value of
the collateral securing the debt. Although the underlying assets selected as collateral to secure loans may give the Fund the ability
to realize proceeds through a plan of reorganization or liquidation, if any deficiencies exceed such assumed levels or if underlying
assets are sold it is possible that the Fund’s share of the proceeds of such sale or disposition will not be sufficient to
pay in full the amount of principal, interest and other obligations owing to the Fund with respect to its investment. It is also
possible that in a bankruptcy case, unsecured creditors driven to augment their own recoveries may seek to challenge the validity,
priority and extent of the first lien lenders’ collateral. Even if the first lien lenders were able to successfully defend
against such a lien challenge, it is possible that litigation costs relating to such defense could decrease the proceeds of the
collateral available for distribution to lenders.

 

Issuer Insolvency
Risks
.
If a court in a lawsuit brought by a creditor or representative of creditors (such as a trustee in bankruptcy) of
an issuer of one of the Fund’ investments were to find that (a) such issuer did not receive reasonably equivalent value for
incurring the indebtedness evidenced by the loans that the issuer issued to the Fund and (b) after giving effect to such indebtedness
and the use of the proceeds thereof, such issuer (i) was insolvent, (ii) was engaged in a business for which its remaining assets
constituted unreasonably small capital or (iii) intended to incur, or believed that it would incur, debts beyond its ability to
pay such debts as they mature, such court could invalidate, in whole or in part, such indebtedness as a fraudulent conveyance,
subordinate such indebtedness to existing or future creditors of the issuer or recover amounts previously paid by such issuer to
the Fund in satisfaction of such indebtedness.

 

In addition, upon the insolvency
of an issuer, payments that it made to the Fund may be subject to avoidance as a preference if made within a certain period of
time (which may be as long as one year in the case of the U.S.) before insolvency. There can be no assurance as to what a given
court would apply in order to determine whether the issuer was insolvent or that, regardless of the method of valuation, a court
would not determine that the issuer was insolvent, in each case, after giving effect to the indebtedness evidenced by the loans
held by the Fund and the use of the proceeds thereof. While the Fund may be able to assert certain defenses to any such avoidance
claims, the outcome of such claims is within the discretion of the bankruptcy court and is therefore inherently incapable of being
predicted.

 

In general, if payments
are voidable, whether as fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient
(such as the Fund) or from subsequent transferees of such payments.

 

Non-Performing Debt
Obligations.
The Fund may invest in debt obligations that become non-performing. Non-performing debt obligations may require
substantial workout negotiations, restructuring, or bankruptcy filings, all of which may entail a substantial reduction in the
interest rate, deferral of payments and/or a substantial write-down of the principal of a debt obligation or conversion of some
or all of the debt to equity. Upon a bankruptcy filing by an issuer of debt, the Bankruptcy Code imposes an automatic stay on a
creditor’s efforts to seek or compel payment of prepetition debts. Moreover, if an issuer were to file for Chapter 11 reorganization,
the Bankruptcy Code authorizes the issuer to restructure the terms of repayment of debt even if the holders of such debt do not
accept the issuer’s proposed restructuring as long as, among other things, the bankruptcy court determines that the restructured
terms are fair and equitable to the debt holders and certain other conditions are met. Because bankruptcy courts are courts of
equity, and have broad statutory power to craft remedies and issue rulings, often without precedent, to facilitate a debtor’s
reorganization and/or equitable distribution of assets to creditors and other stakeholders, it is inherently difficult to predict
how a bankruptcy court will deal with a particular situation and to what extent the court might authorize compromise of a secured
lender’s claim.

 

Senior Secured Loans.
The Fund may invest in senior secured loans, which are subject to certain risks, including, without limitation, (i) invalidation
of a debt or lien as a fraudulent conveyance, (ii) preference claw-backs of liens or payments made on account of an antecedent
debt in the 90 days (or one year in case of a creditor that is also an insider of the debtor) before a bankruptcy filing, (iii)
equitable subordination of claims in cases of misconduct, (iv) so-called lender liability claims by the issuer of the obligations
and (v) environmental liabilities that may arise with respect to collateral securing the obligations. Recent decisions in bankruptcy
cases have held that a secondary loan market participant can be denied a recovery from the debtor in a bankruptcy if a prior holder
of the loans either received such loans as a preference or fraudulent conveyance or engaged in conduct that would qualify for equitable
subordination if the secondary holder either took the loan by assignment (as opposed to an open market purchase) or had knowledge
of the transferor’s misconduct when it purchased the loan.

 

LIBOR and Floating
Rate Loans
.
The Fund may invest in loans that bear interest at a floating rate based on LIBOR. Following allegations of
manipulation of LIBOR, regulators and law enforcement agencies from a number of governments and the European Union are conducting
investigations into whether the banks that contribute data in connection with the calculation of daily EURIBOR, a different measure
of inter-bank lending rates, or the calculation of LIBOR may have been manipulating or attempting to manipulate EURIBOR and LIBOR.
In addition, LIBOR, EURIBOR and other interest rates or other types of rates and indices which are deemed to be benchmarks are
the subject of ongoing national and international regulatory reform, including the implementation of the IOSCO Principles for Financial
Market Benchmarks (July 2013) and the new European regulation on indices used as benchmarks in financial instruments and financial
contracts or to measure the performance of investment funds, which entered into force on June 30, 2016. Following the implementation
of any such reforms, the manner of administration of benchmarks may change, with the result that they may perform differently than
in the past, or benchmarks could be eliminated entirely, or there could be other consequences which cannot be predicted. For example,
on July 27, 2017, the UK Financial Conduct Authority announced that it will no longer persuade or compel banks to submit rates
for the calculation of the LIBOR benchmark after 2021 (the “FCA Announcement”). The FCA Announcement indicates that
the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. The potential elimination of the LIBOR
benchmark or any other benchmark, changes in the manner of administration of any benchmark, or actions by regulators or law enforcement
agencies could result in changes to the manner in which EURIBOR or LIBOR is determined, which could require an adjustment to the
terms and conditions, or result in other consequences, in respect of any debt linked to such benchmark (including but not limited
to the senior secured corporate loans whose interest rates are linked to LIBOR and EURIBOR).

 

Below Investment
Grade Assets
. The Fund may invest in non-investment grade senior secured corporate loans (or participations or other interests
in these loans), which are subject to liquidity, market value, credit, interest rate, reinvestment and certain other risks. Such
investments will be subject to greater risks than investments in

investment grade corporate obligations. These
risks could be exacerbated to the extent that the portfolio is concentrated in one or more particular types of exposures.

 

Prices of the exposures
may be volatile, and will generally fluctuate due to a variety of factors that are inherently difficult to predict, including but
not limited to changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions,
domestic and international economic or political events, developments or trends in any particular industry, and the financial condition
of the obligors. Additionally, loans and interests in loans have significant liquidity and market value risks since they are not
generally traded in organized exchange markets but are traded by banks and other institutional investors engaged in loan syndications.
Because loans are privately syndicated and loan agreements are privately negotiated and customized, loans are not purchased or
sold as easily as publicly traded securities. In addition, historically the trading volume in the loan market has been small relative
to the high-yield debt securities market.

 

Participation on
Creditors’ Committees.
The Fund may participate on committees formed by creditors to negotiate with the management
of financially troubled companies both inside and outside of bankruptcy or insolvency proceedings, or the Fund may seek to negotiate
directly with the debtors with respect to restructuring issues. The participants on such a committee may seek outcomes in their
respective individual best interests, and there can be no assurance that results that are the most favorable to the Fund will be
obtained in such proceedings. If a committee is appointed in a bankruptcy case, the committee’s actions will necessarily
be subject to the jurisdiction and discretion of the bankruptcy court. By participating on such committees, the Fund may be deemed
to have duties to other creditors represented by the committees, which might thereby expose the Fund to liability to such other
creditors that disagree with the Fund’s actions. However, the Fund’s ability to serve on a creditor’s committee
in a Chapter 11 case will be limited to situations in which the Fund holds unsecured loans.

 

Regulatory
Risk.
Legal, tax, and regulatory changes could occur and may adversely affect the Fund and their ability to pursue their
investment strategies and/or increase the costs of implementing such strategies. New (or revised) laws or regulations may be imposed
by the CFTC, the SEC, the Internal Revenue Service (“IRS”), the Federal Reserve or other banking regulators, other
governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely
affect the Fund. In particular, these agencies are implementing a variety of new rules pursuant to financial reform legislation
in the United States including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),
which was signed into law on July 21, 2010, and includes provisions that are expected to have a broad impact on the credit and
other financial markets. The EU (and some other countries) is implementing similar requirements.

As a result of
the United Kingdom (“UK”) ceasing to be a member of the European Union (“EU”), the manner in which the
Fund invests in assets located within the EU may be impacted. The shape of the regulatory landscape following exit is still being
defined; the legal, political and economic uncertainty generally resulting from the UK referendum result and anticipated exit from
the EU may adversely impact UK-based businesses, and may also result in an economic slowdown and/or a deteriorating business environment
in one or more EU member states.

Future legislative,
judicial or administrative action could adversely affect the Fund’ ability to implement their investment program, as well
as the ability of the Fund to conduct their operations. Increased regulation could have a material adverse impact on the investment
returns of the Fund. Recent changes in legislation, together with uncertainty about the nature and timing of regulations that will
be promulgated to implement such legislation, may create uncertainty in the credit and other financial markets and create other
unknown risks. The Fund also may be adversely affected by changes in the enforcement or interpretation of existing statutes and
rules by governmental regulatory authorities or self-regulatory organizations.

DISCLOSURE OF PORTFOLIO HOLDINGS

 

The Board has adopted policies
and procedures for the public and nonpublic disclosure of the Fund’ portfolio investments.

 

As a general matter, no
information concerning the portfolio holdings of the Fund may be disclosed to any unaffiliated third party except (1) to service
providers that require such information in the course of performing their duties (for example, the Fund’ custodian, administrator,
investment advisor, sub-investment advisor, independent public accountants, attorneys, officers and trustees) and are subject to
a duty of confidentiality including duties not to trade on non-public information, and (2) pursuant to certain exceptions that
serve a legitimate business purpose. These exceptions may include: (1) disclosure of portfolio holdings only after such information
has been publicly disclosed on the Fund’s website, in marketing materials (provided the portfolio holdings disclosed in the
materials are at least 15 days old) or through filings with the SEC as described below and (2) to third-party vendors that (a)
agree to not distribute the portfolio holdings or results of the analysis to third parties, other departments or persons who are
likely to use the information for purposes of purchasing or selling the Fund before the portfolio holdings or results of the analysis
become publicly available; and (b) sign a written confidentiality agreement. The confidentiality agreement must provide, but is
not limited to, that the recipient of the portfolio holdings information agrees to limit access to the portfolio holdings information
to its employees who, on a need to know basis are (1) authorized to have access to the portfolio holdings information and (2) subject
to confidentiality obligations, including duties not to trade on non-public information, no less restrictive that the confidentiality
obligations contained in the confidentiality agreement.

 

The Fund’ portfolio
holdings are currently disclosed to the public through filings with the SEC. The Fund disclose their portfolio holdings by mailing
the annual and semi-annual reports to shareholders approximately two months after the end of the fiscal year and semi-annual period.
In addition, the Fund disclose their portfolio holdings reports on Forms N-CSR two months after the end of each semi-annual period
and Form N-PORT 30 days after each fiscal quarter end.

 

Neither the Fund nor the
Advisor may enter into any arrangement providing for the disclosure of non-public portfolio holding information for the receipt
of compensation or benefit of any kind. Any exceptions to the policies and procedures may only be made by the consent of the Trust’s
chief compliance officer upon a determination that such disclosure serves a legitimate business purpose and is in the best interests
of the Fund and will be reported to the Board at the Board’s next regularly scheduled meeting.

 

TRUSTEES AND OFFICERS

 

The Board manages the business
and affairs of the Trust and appoints or elects officers responsible for the day-to-day operations of the Trust and the execution
of policies established by Board resolution or directive. In the absence of such provisions, the respective officers have the powers
and discharge the duties customarily held and performed by like officers of corporations similar in organization and business purposes.

 

The Trustees who are not
“interested persons” (for regulatory purposes) of the Trust or an advisor or the distributor (the “Independent
Trustees”) are charged with, among other functions, recommending to the full Board approval of the distribution, transfer
agency and accounting services agreements and the investment advisory agreements. When considering approval of the existing advisory
agreements, the Independent Trustees evaluate the nature and quality of the services provided by the Advisor, the performance of
the Fund, the Advisor’s costs and the profitability of the agreements to the advisor, ancillary benefits to the advisor or
their affiliates in connection with its relationship to the Fund and the amount of fees charged in comparison to those of other
investment companies.

 

The Board currently has
three standing committees: the Audit Committee, the Risk and Compliance Committee, and the Special Committee. The Trust has a standing
Valuation Committee. Each committee is described below.

 

The term of office for
each Trustee is for the duration of the Trust or until death, removal, resignation or retirement. The term of office of each officer
is until the successor is elected.

 

Information pertaining
to the Trustees and officers of the Trust, including their principal occupations for the last five years, is set forth below.

 

 

Independent Trustees

 

Name, Address
Year of Birth
Position(s) Held
with Registrant
Term and Length Served* Principal Occupation(s)
During Past 5 Years
Number of Portfolios Overseen In The Fund Complex** Other Directorships Held During Past 5 Years

Tobias Caldwell

c/o Mutual Fund Series Trust

17645 Wright Street, Suite 200

Omaha NE 68130

Year of Birth: 1967

Trustee Since 6/2006

Manager of Genovese Family Enterprises LLC, a real estate firm,
since 1999. Managing Member of PTL Real Estate LLC, a real estate/investment firm, since 2000. Managing Member of Bear Properties,
LLC, a real estate firm, since 2006. President of Genovese Imports, an importer/ distributor of wine, from 2005 to 2011.

 

[  ] Trustee of Variable Insurance Trust since 2010; Chairman of the Board of Mutual Fund and Variable Insurance Trust since 2016; Chairman of the Board of Strategy Shares since 2016; Trustee of M3Sixty Funds Trust since 2016; Trustee of the AlphaCentric Prime Meridian Income Fund since 2018

Tiberiu Weisz

c/o Mutual Fund Series Trust

17645 Wright Street, Suite 200

Omaha NE 68130

Year of Birth: 1949

Trustee Since 6/2006

Retired, Attorney with and shareholder of Gottlieb, Rackman &
Reisman, P.C., from 1994 to 2015.

 

[  ] Trustee of Variable Insurance Trust since 2010

 

Dr. Bert Pariser

c/o MITCU Corporation

860 East Broadway, Suite 2D, Long Beach, NY 11561

Year of Birth: 1940

 

Trustee

 

Since

5/2007

 

Managing Partner of The MITCU Corporation, a technology consulting
firm since 2004. Retired Faculty Member Technical Career Institutes, from 1991 to 2017.

 

[ ]

 

Trustee of Variable Insurance Trust since 2010

 

Interested Trustee*** and Officers

 

Name, Address,
Year of Birth
Position(s) Held
with Registrant
Term and Length Served* Principal Occupation(s)
During Past 5 Years
Number of Portfolios Overseen In The Fund Complex**

Other Directorships Held

During Past 5 Years

 

Jerry Szilagyi

53 Palmeras St., Suite 601, San Juan, PR 00901

Year of Birth:  1962

 

Trustee and President

 

Trustee since 7/2006; President since 2/2012

 

Chief Executive Officer, Catalyst Capital Advisors LLC, since
2006; Member, AlphaCentric Advisors LLC, since 2014; President, Rational Advisors, Inc., since 2016; Managing Member, MFund Distributors
LLC, since 2012; Managing Member, MFund Services LLC, since 2012; President, Abbington Capital Group LLC, since 1998; President,
USA Mutuals, Inc., 3/2011 – 7/2016; President, Cross Sound LLC, 6/11 to 7/2016; CEO, Catalyst International Advisors LLC,
11/2019 to present; CEO, Insights Media LLC, 11/2019 to present; CEO, MFund Management LLC, 11/2019 to present.

 

[ ]

 

Variable Insurance Trust since 2010

 

Erik Naviloff

80 Arkay Drive

Hauppauge, New York 11788

Year of Birth:  1968

 

 

 

 

Treasurer

 

 

 

Since 4/2012

 

 

Vice President – Fund Administration, Gemini Fund Services,
LLC, since 2011.

 

 

N/A

 

N/A

Aaron Smith

80 Arkay Drive

Hauppauge, New York 11788

Year of Birth:  1974

 

Assistant

Treasurer

Since

11/2013

Assistant Vice President, Gemini Fund Services, LLC, since 2017.
Manager – Fund Administration, Gemini Fund Services, LLC, 2012-2017.

 

N/A

N/A

 

 

Brian Curley

80 Arkay Drive

Hauppauge, New York 11788

Year of Birth:  1970

 

Assistant

Treasurer

Since

11/2013

Vice President, Gemini Fund Services, LLC since 1/2015; Assistant
Vice President, Gemini Fund Services, LLC (2012-2014).

 

N/A N/A

Sam Singh

80 Arkay Drive

Hauppauge, New York 11788

Year of Birth:  1976

 

Assistant

Treasurer

Since

2/2015

Vice President, Gemini Fund Services, LLC since 1/2015; Assistant
Vice President, Gemini Fund Services, LLC, 2011-12/2014.

 

N/A N/A

Frederick J. Schmidt

36 N. New York Avenue

Huntington, NY 11743

Year of Birth: 1959

Chief Compliance Officer Since 5/2015 Director, MFund Services LLC since 5/2015; Director & Chief Compliance Officer, Citi Fund Services, 2010-2015. N/A N/A

 

Jennifer A. Bailey

36 N. New York Avenue

Huntington, NY

11743

Year of Birth: 1968

 

Secretary

 

Secretary since 4/2014

 

Director of Legal Services, MFund Services LLC, since 2012.    

 

 

N/A

 

N/A

 

Michael Schoonover

53 Palmeras St., Suite 601, San Juan, PR 00901

Year of Birth: 1983

 

Vice President

 

Since 6/2018

 

Chief Operating Officer, Catalyst Capital Advisors LLC, and Rational
Advisors, Inc., since 2017; Portfolio Manager, Catalyst Capital Advisors LLC since 2013; Portfolio Manager, Rational Advisors,
Inc. 1/2016 to 5/2018; President, MFund Distributors LLC, 1/2020 to present; COO, Catalyst International Advisors LLC, 11/2019
to present; COO, Insights Media LLC, 11/2019 to present; COO, MFund Management LLC, 11/2019 to present.

 

N/A

 

N/A

* The term of office of each Trustee is indefinite.

** The ‘Fund Complex’ includes
the Trust, Variable Insurance Trust, Mutual Fund and Variable Insurance Trust, Strategy Shares, and AlphaCentric Prime Meridian
Income Fund, each a registered investment company.

***The Trustee who is an “interested
person” of the Trust as defined in the 1940 Act is an interested person by virtue of being an officer of the advisor to certain
series of the Trust.

 

 

Leadership Structure. The
Trust is led by Mr. Jerry Szilagyi, who has served as the Chairman of the Board since 2010. Mr. Szilagyi is an interested person
by virtue of his controlling interest in the Advisor and AlphaCentric Advisors LLC, an investment adviser to other certain series
of the Trust. The Board is comprised of Mr. Szilagyi, an Interested Trustee, and Mr. Tobias Caldwell, Mr. Tiberiu Weisz and Dr.
Bert Pariser, each an Independent

Trustee. Mr.
Caldwell serves as the Lead Independent Trustee. The Lead Independent Trustee serves as a key point person for dealings between
management and the Independent Trustees and assists in setting the agendas for Board meetings. The Independent Trustees meet in
executive session at each Board meeting. Under the Trust’s bylaws and governance guidelines, the Chairman of the Board is
responsible for (a) chairing Board meetings, (b) setting the agendas for these meetings and (c) providing information to Board
members in advance of each Board meeting and between Board meetings. The Trustees believe this is the most appropriate leadership
structure for the Trust given Mr. Szilagyi’s background in the investment management industry and his experience in providing
both advisory and administrative services to other mutual funds. Additionally, as the Managing Member of MFund Services LLC, which
provides management and administrative services to the Fund, Mr. Szilagyi is well positioned and informed regarding issues requiring
the attention of the Board, and as the leader of the Board, can ensure such issues are included in the Board’s agenda for
meetings and that appropriate time is allocated to discuss such issues and take any necessary actions.

Risk Oversight. In its risk
oversight role, the Board oversees risk management, and the full Board engages in discussions of risk management and receives reports
on investment and compliance risk at quarterly meetings and on an ad hoc basis, when and if necessary. The Board, directly or through
its Audit Committee, reviews reports from among others, the advisors, sub-advisors, the Trust’s Chief Compliance Officer,
the Trust’s independent registered public accounting firm, and the Independent Trustees’ counsel, as appropriate, regarding
risks faced by the Trust and the Fund and the risk management programs of the Trust, the advisors and certain service providers.
The full Board regularly engages in discussions of risk management and receives compliance reports that inform its oversight of
risk management from the Trust’s Chief Compliance Officer at quarterly meetings and on an ad hoc basis, when and if necessary.
The Trust’s Chief Compliance Officer also meets at least quarterly in executive session with the Independent Trustees. The
actual day-to-day risk management with respect to the Fund resides with the Fund’s Advisor and other service providers to
the Fund. Although the risk management policies of the Advisor and the service providers are designed to be effective, those policies
and their implementation vary among service providers and over time, and there is no guarantee that they will be effective. Generally,
the Board believes that its oversight of material risks is adequately maintained through the risk-reporting chain where the Chief
Compliance Officer is the primary recipient and communicator of such risk-related information.

Audit Committee. Mr. Caldwell, Mr.
Weisz and Dr. Pariser serve on the Board’s Audit Committee. The Board’s Audit Committee is a standing independent committee
with a separate chair.  The primary function of the Audit Committee is to assist the full Board in fulfilling its oversight
responsibilities to the shareholders and the investment community relating to fund accounting, reporting practices and the quality
and integrity of the financial reports. To satisfy these responsibilities, the Audit Committee reviews with the independent auditors,
the audit plan and results and recommendations following independent audits, reviews the performance of the independent auditors
and recommends engagement or discharge of the auditors to the full Board, reviews the independence of the independent auditors,
reviews the adequacy of the Fund’ internal controls and prepares and submits Audit Committee meeting minutes and supporting
documentation to the full Board. During the fiscal year ended June 30, 2020, the Audit Committee met [ ] times.

 

Risk and Compliance Committee. Mr.
Caldwell, Mr. Weisz and Dr. Pariser serve on the Board’s Risk and Compliance Committee. The Risk and Compliance Committee
is a standing independent committee with a separate chair. The primary function of the Risk and Compliance Committee is to assist
the full Board in fulfilling its oversight responsibilities to the shareholders and the investment community relating to the adequacy
and effectiveness of the Trust’s compliance program and to oversee the Trust’s Chief Compliance Officer. The Risk and
Compliance Committee meets as often as necessary, and no less than quarterly. During the fiscal year ended June 30, 2020, the Risk
and Compliance Committee met [ ] times.

 

Special Committee. Mr. Caldwell,
Mr. Weisz and Dr. Pariser serve on a Special Committee responsible for reviewing the allegations contained in any class action
lawsuit filed against the Trust, demand for books and records served upon the Trust, or any derivative lawsuit that may be filed
against the Trust. The Special Committee is also

responsible for taking such other actions
that may be referred to it from time to time by the Board. The Special Committee met as needed during the fiscal year ended June
30, 2020.

 

Valuation Committee. The Valuation
Committee is composed of (1) either the Trust’s Treasurer or Assistant Treasurer and (2) either the Trust’s Chief Compliance Officer
or a Trustee that is independent of the adviser/sub-adviser and the fund involved in the subject valuation. The Valuation Committee
is responsible for the valuation and revaluation of any portfolio investment for which market quotations or sale prices are not
readily available. The Valuation Committee meets as is required.

 

Background and Qualifications of
the Trustees.
Mr. Szilagyi is the managing member of the Advisor, an original sponsor of the Trust. Mr. Szilagyi is the Managing
Member of AlphaCentric Advisors, LLC, an investment advisor to certain series of the Trust. Mr. Szilagyi is also the President
of Rational Advisors, Inc., an investment advisor to other series in the Fund Complex. He is also President of MFund Services LLC,
which provides management and administrative services to the Trust. Mr. Szilagyi has many years of experience managing mutual funds
and providing administrative services to other mutual funds. His experience in the investment management industry makes him uniquely
qualified to serve as the Trust’s Chairman.

Mr. Caldwell is the manager
of a real estate investment firm. Mr. Caldwell’s experience in the real estate and investment industries provides the Board
with an additional perspective and understanding of investment strategies used by advisors to the Fund. Mr. Caldwell also serves
on the boards of other mutual fund trusts.

 

Mr. Weisz is an attorney
and provides the Board with insight and experience regarding their duties and standards of care as well as legal procedures related
to the Board’s responsibilities.

 

Dr. Pariser is the managing
partner of a technology consulting firm and has served on the boards of many other companies. His experience with other boards
provides the Trustees with insight as to the manner in which matters are handled in other corporate settings, including the hiring
and use of professionals such as counsel and audit firms.

 

 

Share Ownership in the Fund

Fund Shares Owned by Trustees as of December 31, 2019

 

Name of Trustee Mr. Caldwell Mr. Weisz Dr. Pariser Mr. Szilagyi
Dollar Range of Equity Securities in Floating Rate Income Fund [  ] [  ] [  ] [  ]
Aggregated Dollar Range of Equity Securities in all Registered Investment Companies overseen by Trustee in the Trust [  ] [  ] [  ] [  ]

 

Compensation of the Board of Trustees

The Independent Trustees
are paid a quarterly retainer and receive compensation for each special in-person meeting attended. The fees paid to the Independent
Trustees for their attendance at a meeting are shared equally by the Fund of the Trust. The Lead Independent Trustee of the Trust
and the Chairman of the Trust’s Audit Committee receives an additional quarterly retainer.

 

The
following table describes the compensation paid to the Trustees during the most recent fiscal year ended June 30, 2020
.
The Trust has no retirement or pension plans.

 

 

Compensation Table
Name of Person, Position(s) Mr. Caldwell Mr. Weisz Dr. Pariser Mr. Szilagyi**
Aggregate
Compensation from the Trust
$[  ] $[  ]

$[ ]

$[  ]
Estimated Annual Benefits Upon Retirement $[  ] $[  ] $[  ] $[  ]
Total Compensation from Fund and Fund Complex* $[  ] $[  ] $[  ] $[  ]

 

* The ‘Fund Complex’ includes
the Trust, Variable Insurance Trust, Mutual Fund and Variable Insurance Trust, Strategy Shares, and AlphaCentric Prime Meridian
Income Fund, each a registered open-end investment company.

** Mr. Szilagyi is compensated by Catalyst
for advisory services and MFund Services LLC for administrative support services to the Trust. Please see the “Transfer Agent,
Fund Accounting and Administrator” section for more details.

 

PRINCIPAL SHAREHOLDERS

 

Persons controlling the
Fund can determine the outcome of any proposal submitted to the shareholders for approval, including changes to the Fund’s fundamental
policies or the terms of the advisory agreement with the advisor. Persons owning 25% or more of the outstanding shares of the Fund
(or a class of shares of the Fund) may be deemed to control the Fund (or class of the Fund). Persons owning 5% or more of the outstanding
shares of the Fund (or a class of shares of the Fund) may be deemed principal shareholders of the Fund (or class of the Fund).
Below are the beneficial and/or record holders of 5% or more of the Fund.

 

[TO BE COMPLETED BY AMENDMENT] 

 

Class A Shares

 

Shareholders known by
the Trust to own of record 5% or more of the outstanding shares of the Class A shares on October 2, 2020
and the percentage of the outstanding shares owned on that date are listed below.

 

Name and Address
of Beneficial or Record Owner
Number of Record
and Beneficial (Shares)
Percent (%) of Class

 

As of October 2, 2020,
securities of the Fund’s Class A shares owned by all officers and trustees, including beneficial ownership, as a group represented
less than [ ]% of the outstanding Class A shares of the Fund.

 

 

Class C Shares

 

Shareholders known by
the Trust to own of record 5% or more of the outstanding shares of the Fund’s Class C shares on October 2, 2020 and the percentage
of the outstanding shares owned on that date are listed below.

 

 

Name and Address
of Beneficial or Record Owner
Number of Record
and Beneficial (Shares)
Percent (%) of Class

 

As October 2, 2020,
securities of the Fund’s Class C shares owned by all officers and trustees, including beneficial ownership, as a group represented
less than [ ]% of the outstanding Class C shares of the Fund.

 

Class I Shares

 

Shareholders known by
the Trust to own of record 5% or more of the outstanding shares of the Fund’s Class I shares on October 2, 2020 and the percentage
of the outstanding shares owned on that date are listed below.

 

Name and Address
of Beneficial or Record Owner
Number of Record
and Beneficial (Shares)
Percent (%) of Class

[*May be deemed to control Class I shares of
the Fund because the shareholder holds more than 25% of the outstanding Class I shares.]

 

As of October, 2, 2020,
securities of the Fund’s Class I shares owned by all officers and trustees, including beneficial ownership, as a group represented
less than [ ]% of the outstanding Class I shares of the Fund.

 

ADVISOR AND SUB-ADVISORS

 

Catalyst Capital Advisors
LLC (the “Advisor”) has been retained by the Fund under a Management Agreements to act as the Fund’s advisor,
subject to the authority of the Board. Catalyst Capital Advisors was organized under the laws of New York on January 24, 2006.
The Advisor oversees the day-to-day investment decisions for the Fund and continuously reviews, supervises and administers the
Fund’s investment program. The address of the Advisor is 53 Palmeras St. Suite 601, San Juan, PR 00901. Jerry Szilagyi is
the controlling member of the Advisor. The Advisor is under common control with AlphaCentric
Advisors LLC and Rational Advisors, Inc., the investment advisers of other funds in the same group of investment companies also
known as a “Fund Complex”.

 

The Management Agreement
provides that the Advisor will provide the applicable Fund with investment advice and supervision and will continuously furnish
an investment program for the Fund consistent with the investment objectives and policies of the Fund. The Advisor is responsible
for the payment of the salaries and

expenses of all of its personnel, office rent
and the expenses of providing investment advisory and related clerical expenses.

 

Under the terms of the
Management Agreement, the Advisor manages the investment of the assets of the applicable Fund in conformity with the investment
objectives and policies of that Fund. It is the responsibility of the Advisor to make investment decisions for the applicable Fund
and to provide continuous supervision of the investment portfolios of the Fund.

 

For its services under
the Management Agreement, the Fund pays the Advisor a monthly management fee based on its average daily net assets at the annual
rates set forth below:

 

  Contractual Advisory Fee
Floating Rate Income 1.00%

The Advisor pays expenses
incurred by it in connection with acting as advisor, other than costs (including taxes and brokerage commissions, borrowing costs,
costs of investing in underlying funds and extraordinary expenses, if any) of securities purchased for the Fund and other expenses
paid by the Fund as detailed in the Fund’s Management Agreement. The Advisor pays for all employees, office space and facilities
required by it to provide services under the Management Agreement, except for specific items of expense referred to below.

 

Except for the expenses
described above that have been assumed by the Advisor, all expenses incurred in administration of the Fund will be charged to a
particular Fund, including investment management fees; fees and expenses of the Board; interest charges; taxes; brokerage commissions;
expenses of valuing assets; expenses of continuing registration and qualification of the Fund and the shares under federal and
state law; share issuance expenses; fees and disbursements of independent accountants and legal counsel; fees and expenses of custodians,
including sub-custodians and securities depositories, transfer agents and shareholder account servicing organizations; expenses
of preparing, printing and mailing prospectuses, reports, proxies, notices and statements sent to shareholders; expenses of shareholder
meetings; costs of investing in underlying funds; and insurance premiums. The Fund are also liable for nonrecurring expenses, including
litigation to which it may from time to time be a party. Expenses incurred for the operation of a particular Fund, including the
expenses of communications with its shareholders, are paid by that Fund.

 

The Advisor has contractually
agreed to waive fees and/or reimburse expenses but only to the extent necessary to maintain the Fund’ total annual operating
expenses (excluding brokerage costs; borrowing costs, such as (a) interest and (b) dividends on securities sold short; taxes; costs
of investing in acquired funds, and extraordinary expenses, such as regulatory inquiry and litigation expenses) at the levels set
forth in the table below through October 31, 2021.

 

  Expense Limitation
Floating Rate Income

Class A – 1.15%

Class C – 1.90%

Class I – 0.90%

        

The waiver
or reimbursement by the Advisor is subject to repayment by the Fund within the three years following the date on which that particular
expense is incurred, if the Fund is able to make the repayment within the lesser of the expense limitation in place at the time
of waiver/reimbursement and the expense limitation in place at the time of recapture.

 

The Management Agreement
with the Fund continues in effect for an initial two-year term and then from year to year as long as its continuation is approved
at least annually by the Board, including a majority of the Trustees who are not “interested persons,” or by the shareholders
of the applicable Fund. The Management Agreement may be terminated at any time upon 60 days’ written notice by the Fund or
by a majority vote of the outstanding shares or 90 days’ written notice by the Advisor and will terminate automatically upon
assignment. A discussion of the matters considered by the Board in connection with the renewal of the Management Agreement
for the Fund can be found in the Fund’s Annual Report to Shareholders dated June 30, 2020.

 

The Management Agreement
provides that the Advisor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust
in connection with the performance of its duties, 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
in the performance of its duties, or from reckless disregard of its duties and obligations thereunder.

 

The table below
provides information about the advisory fees paid to the Advisor of the Fund for each of the last three fiscal years ended
June 30:

 

 

  2018 2019 2020
Total Advisory Fee $303,721 $621,478 $[  ]
Waiver $132,914 $243,895 $[  ]
Net Advisory Fee $170,807 $377,583 $[  ]

 

 

Sub-Investment Advisor

CIFC Investment Management
LLC (“CIFC Investment Management” or “Sub-Advisor”), a member of an investment advisory firm founded in
2005, has been retained to act as the Sub-Advisor to the Fund under an Investment Sub-Advisory Agreement (“Sub-Advisory Agreement”)
with the Advisor. CIFC Investment Management is a registered investment adviser specializing in U.S. corporate and structured credit
strategies that, together with its affiliates (together, “CIFC”), has approximately $26 billion of assets under management
as of June 30, 2020. The Sub-Advisor is privately held and is a wholly owned indirect subsidiary of CIFC LLC.

 

As compensation
for the sub-advisory services it provides to the Fund, the Advisor pays CIFC Investment Management 50% of the net advisory
fees earned by the Advisor from the Fund. For this purpose, “net advisory fees” mean advisory fees collected from
the Fund (net of fee waivers due to expense caps) less any revenue sharing and asset-based fees paid to broker-dealers or
other intermediaries with assets in the Fund. The fee paid to the Sub-Advisor by the Advisor will be paid from the
Advisor’s management fee and is not an additional cost to the Fund. The Sub-Advisory Agreement is effective for an
initial two-year period and continues in effect for successive twelve-month periods, provided that the Board annually
approves it for continuance. For the fiscal year ended June 30, 2018 and the fiscal period from July 1, 2018 to August 1,
2018, the Fund’s prior sub-advisor received $85,404 and $14,601 respectively. For the fiscal period from August 2,,
2018 to June 30, 2019, and the fiscal year ended June 30, 2020, Sub-Advisor received $161,284 and $[ ], respectively.

A discussion of the
matters considered by the Board in connection with the renewal of the Sub-Advisory Agreement for the Fund is included in the annual
report to shareholders dated June 30, 2020.

 

 

Portfolio Manager –Floating
Rate Income Fund

Stan Sokolowski, Senior
Portfolio Manager, Managing Director and Deputy Chief Investment Officer at CIFC Investment Management serves as the Fund’s portfolio
manager responsible for the day-to-day management of the Fund. The portfolio manager’s compensation from the Fund’s
Sub-Advisor is based on a fixed salary plus a

bonus based on his individual accomplishments
and overall profitability of CIFC.

 

As of June 30,
2020, the number of, and total assets in all registered investment companies, other pooled investment vehicles, and other accounts
overseen by Stan Sokolowski are as follows:

 

Name of Portfolio Manager Registered Investment Companies Other Pooled Investment Vehicles Managed Other Accounts Managed
Number

Total Assets

(millions)

Number

Total Assets

(millions)

Number

Total Assets

(millions)

Stan Sokolowski [  ] $[  ] [  ] $[  ] Billion [  ] $[  ] Billion

 

The advisory fee for the
registered investment companies, other pooled investment vehicles or other accounts managed by the portfolio manager listed above
is not based on the performance of the account.

The following table
shows the dollar range of equity securities of the Fund beneficially owned by the portfolio manager as of June 30, 2020.

Name of Portfolio Manager Fund Name Dollar Range of Equity Securities in the Fund
Stan Sokolowski Floating Rate Income Fund None

 

Potential Conflicts of Interest – Advisor and Sub-Advisor

 

Actual or apparent conflicts
of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or
other accounts. The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the
management of each account. The management of multiple funds and accounts also may give rise to potential conflicts of interest
if the Fund and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate
his time and investment ideas across multiple funds and accounts.

 

With respect to securities
transactions for the Fund, the Advisor or Sub-Advisor determines which broker to use to execute each order, consistent with the
duty to seek best execution of the transaction.  The portfolio managers may execute transactions for another fund or account
that may adversely impact the value of securities held by the Fund. Securities selected for funds or accounts other than the Fund
may outperform the securities selected for the Fund.

 

The appearance of a conflict
of interest may arise where an Advisor or Sub-Advisor has an incentive, such as a performance-based management fee. The management
of personal accounts may give rise to potential conflicts of interest; there is no assurance that the Fund’ code of ethics
will adequately address such conflicts.  One of the portfolio manager’s numerous responsibilities is to assist
in the sale of Fund shares.  Because each portfolio manager’s compensation is indirectly linked to the
sale of Fund shares, they may have an incentive to devote time to marketing efforts designed to increase sales of Fund shares.

 

Although the portfolio managers
generally do not trade securities in their own personal account, each of the Fund has adopted a code of ethics that, among other
things, permits personal trading by employees under conditions where it has been determined that such trades would not adversely
impact client accounts. Nevertheless, the management of personal accounts may give rise to potential conflicts of interest, and
there is no assurance that these codes of ethics will adequately address such conflicts. 

 

The Fund may invest in
affiliated funds advised by the Advisor. The Advisor is subject to conflicts of interest in allocating the Fund’ assets among
the affiliated funds. The Advisor will receive more revenue when it selects an affiliated fund rather than an unaffiliated fund
for inclusion in the Fund’s portfolio. This conflict may provide an incentive for the Advisor to invest Fund assets in affiliated
funds that perform less well than unaffiliated funds. The Advisor may have an incentive to allocate the Fund’ assets to those
affiliated funds for which the net advisory fees payable to the Advisor are higher than the fees payable by other affiliated funds.

 

Each of the Advisor,
Sub-Advisor and the Fund have adopted certain compliance procedures which are designed to address these types of
conflicts.  However, there is no guarantee that such procedures will detect each and every situation in which a conflict
arises.

 

CODE OF ETHICS

 

Catalyst, CIFC, Northern
Lights Distributors, LLC and the Fund have adopted codes of ethics under Rule 17j-1I of the 1940 Act.  The purpose of each
code is to avoid potential conflicts of interest and to prevent fraud, deception or misconduct with respect to the Fund. 
Such codes of ethics permit personnel covered by the codes to invest in securities that may be purchased by the Fund, subject to
the restrictions of the code. The codes are filed as exhibits to the Trust’s registration statement.

 

 

TRANSFER AGENT, FUND ACCOUNTING AGENT AND
ADMINISTRATOR

 

Gemini Fund Services,
LLC (“GFS”), which has its principal office at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022, serves
as administrator, fund accountant and transfer agent for the Fund pursuant to the Fund Services Agreement (the “Agreement”)
with the Trust and subject to the supervision of the Board. GFS is primarily in the business of providing administrative, fund
accounting and transfer agent services to retail and institutional mutual funds. GFS is an affiliate of the distributor.

 

GFS may also provide persons
to serve as officers of the Fund. Such officers may be directors, officers or employees of GFS or its affiliates.

 

The Agreement will remain
in effect for an initial term of three years from the applicable effective date for the Fund, and will continue in effect for successive
twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Board.  The
Agreement is terminable by the Board or GFS on 90 days’ written notice and may be assigned by either party, provided that
the Trust may not assign this agreement without the prior written consent of GFS. The Agreement provides that GFS shall be without
liability for any action reasonably taken or omitted pursuant to the Agreement.

 

Under the Agreement, GFS
performs administrative services, including:  (1) monitoring the performance of administrative and professional services rendered
to the Trust by others service providers; (2) monitoring Fund holdings and operations for post-trade compliance with the Fund registration
statement and applicable laws and rules; (3) preparing and coordinating the printing of semi-annual and annual financial statements;
(4) preparing selected management reports for performance and compliance analyses; (5) preparing and disseminating materials for
and attending and participating in meetings of the Board; (6) determining income and capital gains available for distribution and
calculate distributions required to meet regulatory, income, and excise tax requirements; (7) reviewing the Trust’s federal, state,
and local tax returns as prepared and signed by the Trust’s independent public accountants; (8) preparing and maintaining the Trust’s
operating expense budget to determine proper expense accruals to be charged to the Fund to calculate its daily net asset value;
(9) assisting in and monitoring the preparation, filing, printing and where applicable, dissemination of periodic reports to the
Trustees, shareholders and the SEC, notices pursuant to Rule 24f-2, proxy materials and reports to the SEC on Forms N-CEN, N-CSR,
N-PORT and N-PX; (10) coordinating the Trust’s audits and examinations by assisting the Fund’s independent public

accountants; (11) determining, in consultation
with others, the jurisdictions in which shares of the Trust shall be registered or qualified for sale and facilitate such registration
or qualification; (12) monitoring sales of shares and ensure that the shares are properly and duly registered with the SEC; (13)
monitoring the calculation of performance data for the Fund; (14) preparing, or causing to be prepared, expense and financial reports;
(15) preparing authorization for the payment of Trust expenses and paying, from Trust assets, all bills of the Trust; (16) providing
information typically supplied in the investment company industry to companies that track or report price, performance or other
information with respect to investment companies; (17) upon request, assisting the Fund in the evaluation and selection of other
service providers, such as independent public accountants, printers, EDGAR providers and proxy solicitors (such parties may be
affiliates of GFS); and (18) performing other services, recordkeeping and assistance relating to the affairs of the Trust as the
Trust may, from time to time, reasonably request.

 

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

 

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

 

For
these services, each of the Fund pay GFS an annual asset-based fee of 0.13% of net assets up to $50 million, with lower fees at
higher asset levels, plus reimbursement of out-of-pocket expenses. The Fund paid the following amounts to GFS for the fiscal years
ended June 30, 2018, June 30, 2019 and June 30, 2020:

 

 

 

Fiscal Year Ended June 30, 2018

 

Fiscal Year Ended June 30, 2019

 

Fiscal Year Ended June 30, 2020

$31,006 $59,692 $[  ]

 

 

MFund Services LLC (“MFund”)
provides the Fund with various management and administrative services. For these services, the Fund pay MFund $5,000 annually and
an annual asset-based fee in accordance with the schedule set forth below applied at the
Fund family level
(i.e., all the Fund in the Trust advised by Catalyst Capital Advisors LLC):

 

0.10%
of net assets up to $50 million;

0.07%
of net assets from $50 million to $100 million;

0.05%
of net assets from $100 million to $250 million;

0.04%
of net assets from $250 million to $500 million;

0.03%
of net assets from $500 million to $1 billion;

0.02%
of net assets from $1 billion

 

In addition, the Fund reimburses
MFund for any reasonable out- of- pocket expenses incurred in the performance of its duties under the Management Services Agreement.
Jerry Szilagyi is the controlling member of MFund Services, the controlling member of Catalyst Capital Advisors LLC, and a Trustee
of the Trust. For the fiscal years ended June 30 the Fund paid MFund the following fees for its management services:

 

 

2018 2019 2020
$12,220 $19,827 $[  ]

 

 

 

COMPLIANCE SERVICES

 

Pursuant to an Employment
Services Agreement, MFund Services provides employment related services to the Trust’s Chief Compliance Officer, including
payroll services, office space, supplies, and health insurance and other benefits. During the fiscal year ended June 30, 2018,
June 30, 2019 and June 30, 2020, the Fund paid MFund Services the following amounts for compliance services:

 

 

June 30, 2018

 

June 30, 2019

 

June 30, 2020

$10,363 $12,157 $[  ]

 

 

CUSTODIAN

 

Pursuant to a Custody Agreement
between the Trust and U.S. Bank National Association (the “Custodian”), 1555 N. Rivercenter Drive, Suite 302, Milwaukee,
WI 53212, the Custodian serves as the custodian of the Fund. The Custodian has custody of all securities and cash of the Fund.
The Custodian, among other things, attends to the collection of principal and income and payment for and collection of proceeds
of securities bought and sold by the Fund. The Custodian also serves as custodian to the Subsidiary.

 

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 

The Fund’ independent
registered public accounting firm is [NAME AND ADDRESS OF FIRM]. Shareholders will receive annual financial statements, together
with a report of independent accountants, and semiannual unaudited financial statements of the Fund. [NAME] will report on the
Fund’ annual financial statements, review certain regulatory reports and the Fund’ income tax returns, and perform
other professional accounting, auditing, tax and advisory services when engaged to do so by the Fund.

 

 

COUNSEL

 

Thompson Hine LLP, 41 South
High Street, Suite 1700, Columbus, OH 43215, serves as counsel for the Trust.

 

DISTRIBUTOR

 

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

 

The Underwriting Agreement
provides that, unless sooner terminated, it will continue in effect for two years initially and thereafter shall continue from
year to year, subject to annual approval by (a) the Board or a vote

of a majority of the outstanding shares, and
(b) by a majority of the Trustees who are not interested persons of the Trust or of the Distributor by vote cast in person at a
meeting called for the purpose of voting on such approval.

 

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

 

12b-1 Plans

 

The Fund have adopted Distribution
and Shareholder Servicing Plans pursuant to Rule 12b1 under the 1940 Act
(the “Plans”). Rule 12b1 provides that any payments made by
the Fund in connection with the distribution of its shares may be made only pursuant to a written plan describing all material
aspects of the proposed financing of the distribution and also requires that all agreements with any person relating to the implementation
of a plan must be in writing. Under the Fund’s Plan related to the Class A Shares, the Fund incur an annual fee of up to
0.50% of the average daily net assets of the respective Fund’s Class A Shares (the “Class A 12b-1 Fee”).
Class A Shares of the Fund are currently incurring an annual fee of up to 0.25% of its average daily net assets. If authorized
by the Board and upon notice to shareholders, the Fund may increase the percentage paid under the Plan up to the Class A 12b-1
Fee amount. Under the Fund’s Plan related to the Class C Shares, the Fund incur an annual fee of up to 1.00% of the average
daily net assets of the respective Fund’s Class C Shares (the “Class C 12b-1 Fee”) (the Class A 12b-1 Fee
and Class C 12b-1 Fee are collectively referred to as the “12b-1 Fees”).

 

The 12b1
Fee may be used to pay a fee on a quarterly basis to broker-dealers, including the Distributor and affiliates of the Distributor,
the Advisor, banks and savings and loan institutions and their affiliates and associated broker-dealers that have entered into
Service Agreements with the Distributor (“Service Organizations”) of annual amounts of up to 0.25% of the average net
asset value of all shares of the respective Fund owned by shareholders with whom the Service Organization has a servicing relationship.
The 12b-1 Fees may also be used to reimburse parties for shareholder services and distribution related expenses.

The Fund’s Plan continues
in effect from year to year, provided that each such continuance is approved at least annually by a vote of the Trust’s Board,
including a majority of the trustees who are not “interested persons of the Trust and have no direct or indirect financial
interest in the operation of the Plan or in any agreements entered into in connection with the Plan (the “Qualified Trustees”).
The Fund’s Plan may be terminated at any time, without penalty, by vote of a majority of the Qualified Trustees of the Fund
or by vote of a majority of the outstanding shares of the Fund. Any amendment to a Plan to increase materially the amount the Fund
is authorized to pay thereunder would require approval by a majority of the outstanding shares of the respective Fund. Other material
amendments to the Fund’s Plan would be required to be approved by vote of the Board, including a majority of the Qualified
Trustees. The Distributor may at its own discretion waive a portion of its fees from time to time, although such waiver is not
required.

 

Dealers who are holders
or dealers of record for accounts in one or more of the Fund may receive payments from 12b-1 Fees. A dealer’s marketing support
services may include business planning assistance, educating dealer personnel about the Fund and shareholder financial planning
needs, placement on the dealer’s preferred or recommended fund list, and access to sales meetings, sales representatives
and management representatives of the dealer. Dealers are compensated differently depending upon, among other factors, the level
and/or type of marketing support provided by the dealer. From time to time, the Advisor or Sub-Advisor, at its expense, may provide
additional compensation to dealers that sell or arrange for the sale of shares of the Fund. Such compensation provided by the Advisor
or Sub-Advisor may include financial assistance to dealers that enable the Advisor or Sub-Advisor to participate in and/or present
at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor
events and other dealer-sponsored events. Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory
agency, such as the FINRA. The Advisor or Sub-Advisor make payments for events they deem appropriate, subject to applicable law.
These payments may vary depending upon the nature of the event.

 

The table below
states the amounts paid by the Fund’s Class A and Class C shares under the distribution plan for the fiscal year ended
June 30, 2020.

 

 

Class A Shares Class C Shares
$35,827 $95,606

 

The table below states the principal types of activities for
which the Fund made payments under the distribution plan for the fiscal year ended June 30, 2020.

 

Fund Advertising & Sales Literature Printing & Mailing of Prospectuses Compensation to Underwriters Compensation to Broker Dealers Reimbursement to the Advisor for other distribution related expenses Interest, Carrying
or other Financial Charges

 

Other-

Accrued and Unpaid Expenses

 

Floating Rate Income

Class A

 

 

$[ ]

Class C $[  ] $[  ]

 

 

Distribution Agent.
Alt Fund Distributors LLC (“Distribution Agent”), located at 4925 South Webster Ct., Littleton, CO 80123, an affiliate
of the Advisor, provides marketing and other services intended to result in the sale of Fund shares pursuant to the Wholesale and
Distribution Agent Agreement between the Trust, Advisor, Distributor and Distribution Agent. For such services, Distribution Agent
is entitled to receive 0.005% on the sale of Fund shares from the Advisor, a portion of which may be offset by dealer reallowances,
and 12b-1 fees. For the fiscal year ended June 30, 2020, Distribution Agent received the amounts set forth below:

 

Net Underwriting
Discounts and
Commissions
$[  ]

 

ADDITIONAL COMPENSATION TO
FINANCIAL INTERMEDIARIES

 

The
Fund may directly enter into agreements with “financial intermediaries” pursuant to which the Fund will pay the financial
intermediary for services such as networking or sub-transfer agency, including the maintenance of “street name” or
omnibus accounts and related sub-accounting, record-keeping and administrative services provided to such accounts. Payments made
pursuant to such agreements are generally based on either: (1) a percentage of the average daily net assets of clients serviced
by such financial intermediary, or (2) the number of accounts serviced by such financial intermediary. Any payments made pursuant
to such agreements are in addition to, rather than in lieu of, Rule 12b-1 or shareholder service fees the financial intermediary
may also be receiving. From time to time, the Advisor or its affiliates may pay a portion of the fees for networking or sub-transfer
agency at its or their own expense and out of its or their legitimate profits. These payments may be material to financial intermediaries
relative to other compensation paid by the Fund and/or the Underwriter, the Advisor and their affiliates. The payments described
above may differ and may vary from amounts paid to the Fund’s transfer agent or other service providers for providing similar
services to other accounts. The financial intermediaries are not

audited by the Fund, the Advisor or
their service providers to determine whether such intermediaries are providing the services for which they are receiving such payments.

The
Advisor or affiliates of the Advisor may also, at their own expense and out of their own legitimate profits, provide additional
cash payments to financial intermediaries who sell shares of the Fund. These additional cash payments are payments over and above
sales commissions or reallowances, distribution fees or servicing fees (including networking, administration and sub-transfer agency
fees) payable to a financial intermediary which are disclosed elsewhere in the prospectus or this SAI. These additional cash payments
are generally made to financial intermediaries that provide sub- accounting, sub-transfer agency, shareholder or administrative
services or marketing support. Marketing support may include: (i) access to sales meetings or conferences, sales representatives
and financial intermediary management representatives; (ii) inclusion of the Fund on a sales list, including a preferred or select
sales list, or other sales programs to which financial intermediaries provide more marketing support than to other sales programs
on which the Advisor or its affiliates may not need to make additional cash payments to be included; (iii) promotion of the sale
of the Fund’ shares in communications with a financial intermediary’s customers, sales representatives or management
representatives; and/or (iv) other specified services intended to assist in the distribution and marketing of the Fund’ shares.
These additional cash payments also may be made as an expense reimbursement in cases where the financial intermediary provides
shareholder services to Fund shareholders. The Advisor and its affiliates may also pay cash compensation in the form of finders’
fees or referral fees that vary depending on the dollar amount of shares sold.

The
amount and value of additional cash payments vary for each financial intermediary. The availability of these additional cash payments,
the varying fee structure within a particular additional cash payment arrangement and the basis for and manner in which a financial
intermediary compensates its sales representatives may create a financial incentive for a particular financial intermediary and
its sales representatives to recommend the Fund’ shares over the shares of other mutual funds based, at least in part, on
the level of compensation paid. A financial intermediary and its sales representatives may have similar financial incentives to
recommend a particular class of the Fund’ shares over other classes of the Fund’s shares. You should consult with your
financial advisor and review carefully any disclosure by the financial firm as to compensation received by your financial advisor.

Although
the Fund may use financial firms that sell its shares to effect portfolio transactions for the Fund, the Fund and the Advisor will
not consider the sale of Fund shares as a factor when choosing financial firms to effect those transactions.

PROXY VOTING POLICY

 

The Board has delegated
responsibilities for decisions regarding proxy voting for securities held by the Fund to the Fund’s Sub-Advisor.

The proxy voting
delegates may further delegate such proxy voting to a sub-advisor or a third party proxy voting service provider. The proxy voting
delegates will vote such proxies in accordance with their proxy policies and procedures. In some instances, the proxy voting delegates
may be asked to cast a proxy vote that presents a conflict between its interests and the interests of the Fund’s shareholders.
In such a case, the Trust’s policy requires that the proxy voting delegate abstain from making a voting decision and to forward
all necessary proxy voting materials to the Trust to enable the Board to make a voting decision. When the Board is required to
make a proxy voting decision, only the Trustees without a conflict of interest with regard to the security in question or the matter
to be voted upon shall be permitted to participate in the decision of how the Fund’s vote will be cast. CIFC has developed
a detailed proxy voting policy that has been approved by the Board. A copy of CIFC’s proxy voting policies is attached hereto
as Appendix C.

Information on how the
Fund voted proxies relating to portfolio securities is available without charge, upon request, by calling 1-866-447-4228 or on
the SEC’s Internet site at www.sec.gov. In addition, a copy of the Fund’s

proxy voting policies and procedures is also
available by calling 1-866-447-4228 and will be sent within three business days of receipt of a request.

 

PORTFOLIO TURNOVER

 

Turnover rates are
primarily a function of the Fund’s response to market conditions. The portfolio turnover rate of the Fund for the last
two fiscal periods ended June 30 were as follows:

 

 

 

PORTFOLIO TRANSACTIONS

 

Purchases and sales of
securities on a securities exchange are effected by brokers, and the Fund pay a brokerage commission for this service. In transactions
on stock exchanges, these commissions are negotiated. In the over-the-counter market, securities (e.g., debt securities) are normally
traded on a “net” basis with dealers acting as principal for their own accounts without a stated commission, although
the price of the securities usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed
price, which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount.

 

The primary consideration
in placing portfolio security transactions with broker-dealers for execution is to obtain and maintain the availability of execution
at the most favorable prices and in the most effective manner possible. The Advisor and Sub-Advisor attempt to achieve this result
by selecting broker-dealers to execute portfolio transactions on behalf of the Fund on the basis of the broker-dealers’ professional
capability, the value and quality of their brokerage services and the level of their brokerage commissions.

 

Although commissions paid
on every transaction will, in the judgment of the Advisor or Sub-Advisors, be reasonable in relation to the value of the brokerage
services provided, under each Management Agreement and as permitted by Section 28(e) of the Securities Exchange Act of 1934, the
Advisor or Sub-Advisor may cause the Fund to pay a commission to broker-dealers who provide brokerage and research services to
the Advisor or Sub-Advisor for effecting a securities transaction for the Fund. Such commission may exceed the amount other broker-dealers
would have charged for the transaction, if the Advisor or Sub-Advisor determines in good faith that the greater commission is reasonable
relative to the value of the brokerage and the research and investment information services provided by the executing broker-dealer
viewed in terms of either a particular transaction or the Advisor’s or Sub-Advisor’s overall responsibilities to the
Fund and to their other clients. Such research and investment information services may include advice as to the value of securities,
the advisability of investing in, purchasing or selling securities, the availability of securities or of purchasers or sellers
of securities, furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio
strategy and the performance of accounts, and effecting securities transactions and performing functions incidental thereto such
as clearance and settlement.

 

Research provided by brokers
is used for the benefit of all of the clients of the Advisor or Sub-Advisor and not solely or necessarily for the benefit of the
Fund. The Advisor’s or Sub-Advisor’s investment management personnel attempt to evaluate the quality of research provided
by brokers. Results of this effort are sometimes used by the Advisor or Sub-Advisor as a consideration in the selection of brokers
to execute portfolio transactions.

 

The investment advisory
fees that the Fund pay to the Advisor or Sub-Advisor will not be reduced as a consequence of the Advisor’s or Sub-Advisor’s
receipt of brokerage and research services. To the extent the Fund’s portfolio transactions are used to obtain such services, the
brokerage commissions paid by the Fund will exceed those that might otherwise be paid, by an amount, which cannot be presently
determined. Such services would be useful and of value to the Advisor or Sub-Advisor in serving both the Fund and other clients
and, conversely, such

services obtained by the placement of brokerage
business of other clients would be useful to the Advisor or Sub-Advisor in carrying out its obligations to the Fund.

 

Certain investments
may be appropriate for the Fund and also for other clients advised by the Advisor or Sub-Advisor. Investment decisions for the
Fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such
factors as their current holdings, availability of cash for investment and the size of their investments generally. To the extent
possible, Fund transactions are traded separately from trades of other clients advised by the Advisor or Sub-Advisor. Occasionally,
a particular security may be bought or sold for one or more clients in different amounts. In such event, and to the extent permitted
by applicable law and regulations, such transactions with respect to the Advisor or Sub-Advisor, will be allocated among the clients
in a manner believed to be equitable to each. Ordinarily, such allocation will be made on the basis of the weighted average price
of such transactions effected during a trading day.

The Fund has no obligation
to deal with any broker or dealer in the execution of its transactions. However, the Fund may place a significant portion of its
transactions, both in stocks and options, with affiliates of the Advisor. As the level of option writing or stock trading increases,
the level of commissions paid by the Fund to the affiliates increases. Such transactions will be executed at competitive commission
rates through the affiliated broker’s clearing broker. Because the affiliates receive compensation based on the amount of
transactions completed, there could be an incentive on the part of the Advisor to effect as many transactions as possible, thereby
maximizing the commissions and premiums it receives. In connection with the execution of transactions, subject to its policy of
best execution, the Fund may pay higher brokerage commissions to the affiliate than it might pay to unaffiliated broker-dealers.

 

In order for the affiliated
broker to effect any portfolio transactions for the Fund on an exchange, the commissions, fees or other remuneration received by
the affiliated broker must be reasonable and fair compared to the commissions, fees or other remuneration paid to other brokers
in connection with comparable transactions involving similar securities being purchased or sold on an exchange during a comparable
period of time. This standard would allow the affiliated broker to receive no more than the remuneration that would be expected
to be received by an unaffiliated broker in a commensurate arms-length transaction.

 

Under the Investment Company
Act of 1940, persons affiliated with the Advisor, the Distributor or an affiliate of the Advisor or Distributor, may be prohibited
from dealing with the Fund as a principal in the purchase and sale of securities.

 

The Management Agreement
provides that affiliates of affiliates of the Advisor may receive brokerage commissions in connection with effecting such transactions
for the Fund. In determining the commissions to be paid to an affiliated broker, it is the policy of the Trust that such commissions
will, in the judgment of the Trust’s Board, be (a) at least as favorable to the Fund as those which would be charged by other
qualified brokers having comparable execution capability and (b) at least as favorable to the Fund as commissions contemporaneously
charged by the affiliated broker on comparable transactions for its most favored unaffiliated customers, except for customers of
the affiliated broker considered by a majority of the Trust’s disinterested Trustees not to be comparable to the Fund. The
disinterested Trustees from time to time review, among other things, information relating to the commissions charged by an affiliated
broker to the Fund and its other customers, and rates and other information concerning the commissions charged by other qualified
brokers.

 

The Management Agreement
does not provide for a reduction of the Distributor’s or Advisor’s fee by the amount of any profits earned by an affiliated
broker from brokerage commissions generated from portfolio transactions of the Fund. While other brokerage business may be given
from time to time to other firms, the affiliated brokers will not receive reciprocal brokerage business as a result of the brokerage
business placed by the Fund with others.

 

The Fund will not acquire
portfolio securities issued by or enter into repurchase agreements or reverse repurchase agreements with, the Advisor, Sub-Advisor,
the Distributor or their affiliates.

 

The Fund paid the following
amounts in commissions on the purchase and sale of securities for fiscal periods ended June 30. No commissions were paid to the
Distributor.

 

2020 2019 2018
$[  ] $19,012 $4,147

 

 

Purchase
and Redemption of Shares

 

Fund shares may be purchased
from investment dealers who have sales agreements with the Fund’s Distributor or from the Distributor directly. As described
in the Prospectus, the Fund provide you with alternative ways of purchasing Fund shares based upon your individual investment needs
and preferences by offering Class A shares as described below.

 

Class A Shares

 

You may purchase Class
A shares at a public offering price equal to the applicable net asset value per share plus an up-front sales charge imposed
at the time of purchase as set forth in the Prospectus. Set forth below is an example of the method of computing the offering price
of the Class A shares of the Fund.

 

Shares may be purchased
at the public offering price through any securities dealer having a sales agreement with the Distributor. Shares may also be purchased
through banks and certain other financial institutions that have agency agreements with the Distributor. These financial institutions
will receive transaction fees that are the same as the commissions to dealers and may charge their customers service fees relating
to investments in the Fund. Purchase requests should be addressed to the dealer or agent from which this Prospectus was received
which has a sales agreement with the Distributor. Such dealer or agent may place a telephone order with the Distributor for the
purchase of Fund shares. It is a dealer’s or broker’s responsibility to promptly forward payment and registration instructions
(or completed applications) to the Transfer Agent for shares being purchased in order for investors to receive the next determined
net asset value (or public offering price). Reference should be made to the wire order to ensure proper settlement of the trade.
Payment for redemptions of shares purchased by telephone should be processed within three business days. Payment must be received
within seven days of the order or the trade may be canceled, and the dealer or broker placing the trade will be liable for any
losses.

 

18f-1 Election

 

The Trust has elected
to be governed by Rule 18f-1 under the 1940 Act pursuant to which the Trust is obligated during any 90 day period to redeem shares
for any one shareholder of record solely in cash up to the lesser of $250,000 or 1% of the NAV of the Fund at the beginning of
such period. The Trust has made this election to permit certain funds of the Trust to deliver, in lieu of cash, readily marketable
securities from its portfolio should a redemption exceed such limitations. The securities delivered will be selected at the sole
discretion of such Fund, will not necessarily be representative of the entire portfolio and may be securities, which the Fund would
otherwise sell. The redeeming shareholder will usually incur brokerage costs in converting the securities to cash. The method of
valuing securities used to make the redemptions in kind will be the same as the method of valuing portfolio securities and such
valuation will be made as of the same time the redemption price is determined. However, the Board determined that, until otherwise
approved by the Board, all redemptions in the Fund be made in cash only. If the Board determines to allow the Fund to redeem in
kind in the future, the Fund will provide shareholders with notice of such change to the redemption policy.

 

Reduction
of Up-Front Sales Charge on Class A Shares

 

Letters of Intent

 

An investor may
qualify for a reduced sales charge on Class A shares immediately by stating his or her intention to invest in Class A
shares of one or more of the Fund, during a 13-month period, an amount that would qualify for a reduced sales charge shown
in the Fund’ Prospectus under “How to Buy Shares — Class A Shares” and by signing a non-binding Letter
of Intent, which may be signed at any time within 90 days after the first investment to be included under the Letter of Intent.
After signing the Letter of Intent, each investment in Class A shares made by an investor will be entitled to the sales charge
applicable to the total investment indicated in the Letter of Intent. If an investor does not complete the purchases under the
Letter of Intent within the 13-month period, the sales charge will be adjusted upward, corresponding to the amount actually purchased.
When an investor signs a Letter of Intent, Class A shares of the Fund with a value of up to 5% of the amount specified in the Letter
of Intent will be restricted. If the total purchases of Class A shares made by an investor under the Letter of Intent, less redemptions,
prior to the expiration of the 13-month period equals or exceeds the amount specified in the Letter of Intent, the restriction
on the shares will be removed. In addition, if the total purchases of Class A shares exceed the amount specified and qualify for
a further quantity discount, the Distributor will make a retroactive price adjustment and will apply the adjustment to purchase
additional Class A shares at the then current applicable offering price. If an investor does not complete purchases under a Letter
of Intent, the sales charge is adjusted upward, and, if after written notice to the investor, he or she does not pay the increased
sales charge, sufficient Class A restricted shares will be redeemed at the current net asset value to pay such charge.

Rights of Accumulation

 

A right of accumulation
(“ROA”) permits an investor to aggregate shares owned by the investor, his spouse, children and grandchildren under 21
(cumulatively, the “Investor”) in some or all of the Fund to reach a breakpoint discount. This includes accounts held
with other financial institutions and accounts established for a single trust estate or single fiduciary account, including a qualified
retirement plan such as an IRA, 401(k) or 403(b) plan (some restrictions may apply). The value of shares eligible for a cumulative
quantity discount equals the cumulative cost of the shares purchased (not including reinvested dividends) or the current account
market value; whichever is greater. The current market value of the shares is determined by multiplying the number of shares by
the previous day’s net asset value.

 

(a) Investor’s current purchase of Class A shares in the Fund; and

 

(b) The NAV (at the close of business on the previous day) of the Class A shares of the Fund held by
Investor.

 

For example, if Investor
owned Class A shares worth $40,000 at the current net asset value and purchased an additional $10,000 of Class A shares, the sales
charge for the $10,000 purchase would be at the rate applicable to a single $50,000 purchase.

 

To qualify for a ROA on
a purchase of Class A shares through a broker-dealer, when each purchase is made, the individual investor or the broker-dealer
must provide the respective Fund with sufficient information to verify that the purchase qualifies for the discount.

 

Investments of $1 Million or More

 

For the Fund, with respect
to Class A shares, if you invest $1 million or more, either as a lump sum or through our rights of accumulation quantity discount
or letter of intent programs, you can buy Class A shares without an initial sales charge. However, you may be subject to a 1% CDSC
on shares redeemed within two years of purchase (excluding shares purchased with reinvested dividends and/or distributions).

 

 

Waivers
of Up-Front Sales Charge on Class A Shares

 

The Prospectus describes
the classes of persons that may purchase shares without an up-front sales charge. The elimination of the up-front sales charge
for redemptions by certain classes of persons is provided because of anticipated economies of scale and sales related efforts.

 

To qualify for a waiver
of the up-front sales charge on a purchase of Class A shares through a broker-dealer, when each purchase is made, the individual
investor or the broker-dealer must provide the respective Fund with sufficient information to verify that the purchase qualifies
for the discount.

 

The Fund make available,
free of charge, more information about sales charge reductions and waivers through the prospectus.

Exchange
Privilege

 

As described in the Fund’
Prospectus under “How To Redeem Shares—Exchange Privilege,” the Fund offers an exchange privilege pursuant to
which a shareholder in the Fund may exchange some or all of his shares in any of the Fund in the Trust, in the same class shares
at net asset value. The exchange privilege may be changed or discontinued upon 60 days’ written notice to shareholders and
is available only to shareholders where such exchanges may be legally made. A shareholder considering an exchange should obtain
and read the prospectus of the Fund and consider the differences between it and the Fund whose shares he owns before making an
exchange. For further information on how to exercise the exchange privilege, contact the Transfer Agent.

 

SALES CHARGE WAIVERS AND REDUCTIONS AVAILABLE
THROUGH

CERTAIN FINANCIAL INTERMEDIARIES

 

The availability
of certain sales charge waivers and discounts may depend on whether you purchase your shares directly from the Fund or through
a financial intermediary. Intermediaries may impose different sales charges and may have different policies and procedures regarding
the availability of sales load and waivers or reductions. Such intermediary-specific sales charge variations are described in Appendix
A to the Prospectus, titled “Intermediary-Specific Sales Charge Reductions and Waivers”. Appendix A is incorporated
by reference into (or legally considered part of) the Prospectus.

 

In all instances, it is
the shareholder’s responsibility to notify the Fund or the shareholder’s financial intermediary at the time of purchase
of any relationship or other facts qualifying the shareholder for sales charge reductions or waivers. For reductions and waivers
not available through a particular intermediary, shareholders will have to purchase Fund shares directly from the Fund or through
another intermediary to receive these reductions or waivers.

 

NET ASSET VALUE

 

For the Fund, NAV per share
is determined by dividing the total value of that Fund’s assets, less any liabilities, by the number of shares of that Fund outstanding.

 

The net asset value per
share of the Fund is determined by the Administrator as of the close of regular trading on the New York Stock Exchange (normally
4:00 p.m., Eastern Time) on each day when the New York Stock Exchange is open for trading. The New York Stock Exchange is closed
on the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day, as observed.

 

Assets for which market
quotations are available are valued, by independent pricing services, as follows.

 

• Exchange-traded
domestic equity securities are generally valued at the last sales price on a national securities exchange (except the NASDAQ Stock
Market). Domestic equity securities traded on the NASDAQ Stock Market are generally valued at the NASDAQ Official Closing Price
(NOCP) on the date of valuation. Domestic equity securities that are not traded on an exchange are generally valued at the last
sales price.

Exchange-traded foreign equity securities are
generally valued, in the appropriate currency, at the last quoted sales price on the relevant exchange. Foreign equity securities
that are not exchange-traded are generally valued, in the appropriate currency, at the last sales price. Rights and warrants are
valued at the last sales price on a national securities exchange.

 

• Debt securities,
including foreign debt securities, are valued by an approved independent pricing service. Debt securities with remaining maturities
of 60 days or less may be valued at amortized cost unless it is determined that amortized cost does not represent fair value (e.g.,
securities that are not expected to mature at par). Debt securities with remaining maturities of 60 days or less that are not valued
based on amortized cost are valued based on prices provided by approved independent pricing services.

 

• Shares of ETFs
and closed-end registered investment companies are valued in the same manner as other equity securities. Mutual funds are valued
at their net asset values.

 

• Foreign currencies
are valued at the last quoted foreign exchange London close quotation from an approved independent pricing service. The value of
assets and liabilities denominated in currencies other than the U.S. dollar are translated into their U.S. dollar equivalent values
at such last foreign exchange quotation.

 

• Exchange-listed
swaps and total return swaps on exchange-listed securities are generally valued at the last quoted sales price. Other swaps are
valued by an approved independent pricing service. If no valuation is available from an approved independent pricing service, then
at the price received from the broker-dealer/counterparty that issued the swap.

 

• Exchange-traded
options are generally valued at the closing price or last sale price on the primary exchange for that option as recorded by an
approved independent pricing service. Exchange-traded options that are part of a straddle are valued at the mean price provided
by an approved independent pricing service. Over-the-counter index options and other derivative contracts (other than swaps as
set forth above) on securities, currencies and other financial instruments are generally valued at mean prices provided by an approved
independent pricing service. In the absence of such a value, such derivatives contracts are valued at the marked-to-market price
(or the evaluated price if a marked-to-market price is not available) provided by the broker-dealer with which the option was traded
(which may also be the counterparty).

 

• Futures contracts
are valued at their settlement price on the exchange on which they are traded. If settlement price is not available, the contracts
are priced at the last trade price prior to the close. If the settlement price or last trade price is not available, then at the
mean of the quoted bid and asked prices on such exchange.

 

• Foreign currency
forward contracts are valued by an approved independent pricing service at the current day’s interpolated foreign exchange rate,
as calculated using the current day’s spot rate and the prevailing forward rates, and converted to U.S. dollars at the exchange
rate of such currencies against the U.S. dollar, as of the close of regular trading on the London Stock Exchange (usually 11:00
a.m. Eastern Time).

 

When approved by the Trustees,
certain securities may be valued on the basis of valuations provided by an independent pricing service when such prices the Trustees
believe reflect the fair value of such securities. These securities would normally be those, which have no available recent market
value, have few outstanding shares and therefore infrequent trades, or for which there is a lack of consensus on the value, with
quoted prices covering a wide range. The lack of consensus would result from relatively unusual circumstances such as no trading
in the security for long periods of time, or a company’s involvement in merger or acquisition activity, with widely varying valuations
placed on the company’s assets or stock. Prices provided by an independent pricing service may be determined without exclusive
reliance on quoted prices and may take into account appropriate factors such as institutional-size trading in similar groups of
securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data.

 

In the absence of an ascertainable
market value, assets are valued at their fair value as determined by the Advisor using methods and procedures reviewed and approved
by the Trustees.

 

 

TAX INFORMATION

 

The Fund intends
to qualify as a regulated investment company, or “RIC”, under the Internal Revenue Code of 1986, as amended (the “Code”).
Qualification generally will relieve the Fund of liability for federal income taxes. If for any taxable year the Fund does not
qualify for the special tax treatment afforded regulated investment companies, all of its taxable income will be subject to federal
tax at regular corporate rates (without any deduction for distributions to its shareholders). In such event, dividend distributions
would be taxable to shareholders to the extent of the Fund’s earnings and profits, and would be eligible for the dividends-received
deduction for corporations.

The Fund’s net
realized capital gains from securities transactions will be distributed only after reducing such gains by the amount of any available
capital loss carryforwards. Capital losses incurred in tax years may now be carried forward indefinitely and retain the character
of the original loss. Capital loss carryforwards are available to offset future realized capital gains. To the extent that these
carryforwards are used to offset future capital gains it is probable that the amount offset will not be distributed to shareholders.

 

At June 30, 2020, the
Fund below had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:

 

    Non-Expiring     Non-Expiring        
    Short-Term     Long-Term     Total  
CIFC/Floating Rate Income Fund     $[   ]       $[  ]       $[  ]  
                         

 

 

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

 

 

INVESTMENTS IN FOREIGN SECURITIES

 

The Fund may be subject
to foreign withholding taxes on income from certain foreign securities. This, in turn, could reduce the Fund’s income dividends
paid to you.

 

Pass-Through of Foreign
Tax Credits
. The Fund may be subject to certain taxes imposed by the countries in which it invests or operates.
If the Fund qualifies as a regulated investment company and if more than 50% of the value of the Fund’s total assets at the
close of any taxable year consists of stocks or securities of foreign corporations, that Fund may elect, for U.S. federal income
tax purposes, to treat any foreign taxes paid by the Fund that qualify as income or similar taxes under U.S. income tax principles
as having been paid by the Fund’s shareholders. It is not likely that the Fund will be able to do so. For any year
for which the Fund makes such an election, each shareholder will be required to include in its gross income an amount equal to
its allocable share of such taxes paid by the Fund and the shareholders will be entitled, subject to certain limitations, to credit
their portions of these amounts against their U.S. federal income tax liability, if any, or to deduct their portions from their
U.S. taxable income, if any. No deduction for foreign taxes may be claimed by individuals who do not itemize deductions. In any
year in which it elects to “pass through” foreign taxes to shareholders, the Fund will notify shareholders within 60
days after the close of the Fund’s taxable year of the amount of such taxes and the sources of its income. Furthermore, the
amount of the foreign tax credit that is available may be limited to the extent that dividends from a foreign corporation qualify
for the lower tax rate on “qualified dividend income.”

 

Effect of Foreign
Debt Investments and Hedging on Distributions
. Under the Code, gains or losses attributable to fluctuations in exchange
rates, which occur between the time the Fund accrues receivables or

liabilities denominated in a foreign currency,
and the time the Fund actually collects such receivables or pays such liabilities, generally are treated as ordinary income or
ordinary loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain options
and futures contracts, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition
of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains when
distributed are taxable to you as ordinary income, and any losses reduce the Fund’s ordinary income otherwise available for distribution
to you. This treatment could increase or decrease the Fund’s ordinary income distributions to you, and may cause some or all
of the Fund’s previously distributed income to be classified as a return of capital.
A return of capital generally is not taxable
to you, but reduces the tax basis of your shares in the Fund. Any return of capital in excess of your basis, however, is taxable
as a capital gain.

 

PFIC securities.
The Fund may invest in securities of foreign entities that could be deemed for tax purposes to be passive foreign investment companies
(“PFICs”). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute
investment-type assets, or 75% or more of its gross income is investment-type income. When investing in PFIC securities, the Fund
may elect to mark-to-market a PFIC and recognize any gains at the end of its fiscal and excise (described above) tax years. Deductions
for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses)
are treated as ordinary income that the Fund is required to distribute, even though it has not sold the securities. You should
also be aware that distributions from a PFIC are generally not eligible for the reduced rate of tax on “qualified dividend
income.” In the alternative, the Fund may elect to treat the PFIC as a “qualified electing fund” (a “QEF”),
in which case the Fund would be required to include its share of the company’s income and net capital gains annually, regardless
of whether it receives distributions from the company. The QEF and mark-to-market elections may require the Fund to sell securities
it would have otherwise continued to hold in order to make distributions to shareholders to avoid any Fund-level tax. Income from
investments in PFICs generally will not qualify for treatment as qualified dividend income.

 

BACKUP WITHHOLDING

 

The Fund may be required
to withhold U.S. federal income tax at the fourth lowest tax rate applicable to unmarried individuals (currently 28%) of all reportable
payments, including dividends, capital gain distributions and redemptions payable to shareholders who fail to provide the Fund
with their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that
they are subject to backup withholding. Corporate shareholders and certain other shareholders specified in the Code generally are
exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against
the shareholder’s U.S. federal income tax liability.

 

Other Reporting and
Withholding Requirements.  
Payments to a shareholder that is either a foreign financial institution (“FFI”)
or a non-financial foreign entity (“NFFE”) within the meaning of the Foreign Account Tax Compliance Act (“FATCA”)
may be subject to a generally nonrefundable 30% withholding tax on: (a) income dividends paid by the Fund after June 30, 2014 and
(b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December 31,
2016.  FATCA withholding tax generally can be avoided: (a) by an FFI, subject to any applicable intergovernmental agreement
or other exemption, if it enters into a valid agreement with the IRS to, among other requirements, report required information
about certain direct and indirect ownership of  foreign financial accounts held by U.S. persons with the FFI and (b)
by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reports
information relating to them. The Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S.
taxing authorities or other parties as necessary to comply with FATCA.  Withholding also may be required if a foreign
entity that is a shareholder of the Fund fails to provide the Fund with appropriate certifications or other documentation concerning
its status under FATCA.

 

FOREIGN SHAREHOLDERS

 

The United States imposes
a withholding tax (at a 30% or lower treaty rate) on all Fund dividends of ordinary income. Capital gain dividends paid by the
Fund from its net long-term capital gains and exempt-interest dividends are generally exempt from this withholding tax. The American
Jobs Creation Act of 2004 (2004 Tax Act)

amends these withholding tax provisions to
exempt most dividends paid by the Fund from short-term capital gains and U.S. source interest income to the extent such gains and
income would be exempt if earned directly by the non-U.S. investor. Under 2004 Tax Act, ordinary
dividends designated as short-term capital gain dividends and interest-related dividends designated as a payment out of qualified
interest income will generally not be subject to a U.S. withholding tax, provided you certify you are a non-U.S. investor.
These exemptions from withholding are effective for distributions of income earned by the Fund in its fiscal years beginning after
December 31, 2004 and ending before January 1, 2008.

 

The 2004 Tax Act also provides
a partial exemption from U.S. estate tax for shares in the Fund held by the estate of a non-U.S. decedent. The amount treated as
exempt is based on the proportion of assets in the Fund at the end of the quarter immediately preceding the decedent’s death
that would be exempt if held directly by the non-U.S. investor. This provision applies to decedents dying after December 31, 2004
and before January 1, 2008.

 

 

 

FINANCIAL STATEMENTS

 

The financial statements
of the Fund and the independent registered public accounting firm’s report appearing in the Annual Report for the fiscal
year ended June 30, 2020 and are incorporated by reference. You can obtain the Annual and Semi-Annual Reports without charge by
calling the Fund at 1-866-447-4228.

Appendix A—Description
of Commercial Paper and Bond Ratings

 

Description of Moody’s Investors Service, Inc. (“Moody’s”),
Short-Term Debt Ratings

 

Prime-1. Issuers (or supporting
institutions) rated Prime-1 (“P-1”) have a superior ability for repayment of senior short-term debt obligations.
P-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established
industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample
asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; well-established
access to a range of financial markets and assured sources of alternate liquidity.

 

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

 

Description of Standard & Poor’s Ratings Group (“Standard
& Poor’s”
), Commercial Paper Ratings

 

A. Issues assigned this
highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are delineated with the
numbers 1, 2, and 3 to indicate the relative degree of safety. A-1. This designation indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus (+)
sign designation. A-2. Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree
of safety is not as high for issues designated A-1.

 

Description of Moody’s Long-Term Debt Ratings

 

Aaa. Bonds which are rated
Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt
edged.” Interest payments are protected by a large or by an exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues; Aa. Bonds which are rated Aa are judged to be of high quality by all standards. Together with the
Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds, because margins
of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risk appear somewhat larger than the Aaa securities; A. Bonds which are
rated A possess many favorable investment attributes and are considered as upper-medium-grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment some
time in the future; Baa. Bonds which are rated Baa are considered as medium-grade obligations (i.e., they are neither highly
protected nor poorly secured). Interest payments and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well; Ba. Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very
moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes
bonds in this class; B. Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest
and principal payments or of maintenance of other terms of the contract over any long period of time may be small; Caa. Bonds which
are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal
or interest; Ca. Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in
default or have other marked shortcomings; C. Bonds which are rated C are the lowest rated class of bonds, and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real investment standing.

 

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

 

Description of Standard & Poor’s Corporate Debt Ratings

 

AAA. Debt rated AAA has
the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong; AA.
Debt Rated AA has a very strong capacity to pay interest and repay principal and differs from the higher rated issues only in small
degree; A. Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than debt in higher rated categories; BBB. Debt rated BBB is
regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to

lead to a weakened capacity to pay interest
and repay principal for debt in this category than in higher rated categories; BB, B, CCC, CC, C. Debt Rated BB, B, CCC, CC, and
C is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance
with the terms of the obligation. BB indicates the lowest degree of speculation and C the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these are out-weighed by large uncertainties or major risk
exposures to adverse conditions; BB. Debt rated BB has less near-term vulnerability to default than other speculative issues. However,
it faces major ongoing uncertainties or exposure of adverse business, financial, or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied BBB- rating; B. Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair
capacity or willingness to pay interest and repay principal. The B rating category is also used for debt subordinated to senior
debt that is assigned an actual or implied BB or BB- rating; CCC. Debt rated CCC has a currently identifiable vulnerability to
default and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment
of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay
interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual
or implied B or B- rating; CC. The rating CC is typically applied to debt subordinated to senior debt that is assigned an actual
or implied CCC rating; C. The rating C is typically applied to debt subordinated to senior debt which is assigned an actual or
implied CCC- debt rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued; CI. The rating CI is reserved for income bonds on which no interest is being paid; D. Debt rated D is in
payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if
the applicable grace period has not expired, unless Standard & Poor’s believes that such payments will be made during
such grace period. The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

 

 

Appendix B

CATALYST CAPITAL ADVISORS LLC

PROXY VOTING POLICIES AND PROCEDURES

 

Pursuant to the recent adoption by the
Securities and Exchange Commission (the “Commission”) of Rule 206(4)-6 (17 CFR 275.206(4)-6) and amendments to Rule
204-2 (17 CFR 275.204-2) under the Investment Advisors Act of 1940 (the “Act”), it is a fraudulent, deceptive, or manipulative
act, practice or course of business, within the meaning of Section 206(4) of the Act, for an investment advisor to exercise voting
authority with respect to client securities, unless (i) the advisor has adopted and implemented written policies and procedures
that are reasonably designed to ensure that the advisor votes proxies in the best interests of its clients, (ii) the advisor describes
its proxy voting procedures to its clients and provides copies on request, and (iii) the advisor discloses to clients how they
may obtain information on how the advisor voted their proxies.

In order to fulfill its responsibilities
under the Act, Catalyst Capital Advisors LLC (hereinafter “we” or “our”) has adopted the following policies
and procedures for proxy voting with regard to companies in investment portfolios of our clients.

KEY OBJECTIVES

The key objectives of these policies
and procedures recognize that a company’s management is entrusted with the day-to-day operations and longer term strategic
planning of the company, subject to the oversight of the company’s board of directors. While “ordinary business matters”
are primarily the responsibility of management and should be approved solely by the corporation’s board of directors, these
objectives also recognize that the company’s shareholders must have final say over how management and directors are performing,
and how shareholders’ rights and ownership interests are handled, especially when matters could have substantial economic
implications to the shareholders.

Therefore, we will pay particular attention
to the following matters in exercising our proxy voting responsibilities as a fiduciary for our clients:

Accountability. Each company should
have effective means in place to hold those entrusted with running a company’s business accountable for their actions. Management
of a company should be accountable to its board of directors and the board should be accountable to shareholders.

Alignment of Management and Shareholder
Interests
. Each company should endeavor to align the interests of management and the board of directors with the interests
of the company’s shareholders. For example, we generally believe that compensation should be designed to reward management
for doing a good job of creating value for the shareholders of the company.

Transparency. Promotion of timely
disclosure of important information about a company’s business operations and financial performance enables investors to
evaluate the performance of a company and to make informed decisions about the purchase and sale of a company’s securities.

DECISION METHODS

 

No set of proxy voting guidelines can
anticipate all situations that may arise. In special cases, we may seek insight from our managers and analysts on how a particular
proxy proposal may impact the financial prospects of a company, and vote accordingly.

We believe that we invest in companies
with strong management. Therefore we will tend to vote proxies consistent with management’s recommendations. However, we
will vote contrary to management’s recommendations if we believe those recommendations are not consistent with increasing
shareholder value.

SUMMARY OF PROXY VOTING GUIDELINES

 

Election of the Board of Directors

 

We believe that good corporate governance
generally starts with a board composed primarily of independent directors, unfettered by significant ties to management, all of
whose members are elected annually. We also believe that turnover in board composition promotes independent board action, fresh
approaches to governance, and generally has a positive impact on shareholder value. We will generally vote in favor of non-incumbent
independent directors.

The election of a company’s board
of directors is one of the most fundamental rights held by shareholders. Because a classified board structure prevents shareholders
from electing a full slate of directors annually, we will generally support efforts to declassify boards or other measures that
permit shareholders to remove a majority of directors at any time, and will generally oppose efforts to adopt classified board
structures.

Approval of Independent Auditors

We believe that the relationship between
a company and its auditors should be limited primarily to the audit engagement, although it may include certain closely related
activities that do not raise an appearance of impaired independence.

We will evaluate on a case-by-case basis
instances in which the audit firm has a substantial non-audit relationship with a company to determine whether we believe independence
has been, or could be, compromised.

Equity-based compensation plans

We believe that appropriately designed
equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the
interests of directors, management, and employees by providing incentives to increase shareholder value. Conversely, we are opposed
to plans that substantially dilute ownership interests in the company, provide participants with excessive awards, or have inherently
objectionable structural features.

We will generally support measures intended
to increase stock ownership by executives and the use of employee stock purchase plans to increase company stock ownership by employees.
These may include:

1.       Requiring
senior executives to hold stock in a company.

2.       Requiring
stock acquired through option exercise to be held for a certain period of time.

 

These are guidelines, and we consider
other factors, such as the nature of the industry and size of the company, when assessing a plan’s impact on ownership interests.

 

 

Corporate Structure

 

We view the exercise of shareholders’
rights, including the rights to act by written consent, to call special meetings and to remove directors, to be fundamental to
good corporate governance.

Because classes of common stock with
unequal voting rights limit the rights of certain shareholders, we generally believe that shareholders should have voting power
equal to their equity interest in the company and should be able to approve or reject changes to a company’s by-laws by a
simple majority vote.

We will generally support the ability
of shareholders to cumulate their votes for the election of directors.

Shareholder Rights Plans

While we recognize that there are arguments
both in favor of and against shareholder rights plans, also known as poison pills, such measures may tend to entrench current management,
which we generally consider to have a negative impact on shareholder value. Therefore, while we will evaluate such plans on a case
by case basis, we will generally oppose such plans.

CLIENT INFORMATION

A copy of these Proxy Voting Policies
and Procedures is available to our clients, without charge, upon request, by calling 1-866-447-4228. We will send a copy of these
Proxy Voting Policies and Procedures within three business days of receipt of a request, by first-class mail or other means designed
to ensure equally prompt delivery.

In addition, we will provide each client,
without charge, upon request, information regarding the proxy votes cast by us with regard to the client’s securities.

Appendix C

CIFC Investment Management LLC

Proxy Voting Policy and Procedures

 

 

CIFC Investment Management LLC

Proxy Voting Policy and Procedures

 

Proxy Voting and Class Action Lawsuits

Implementation Date: August 2008

Most Recent Amendment Date: January 2015

______________________________________________________________________________

Background

Rule 206(4)-6 under the Advisers Act requires that each registered
investment adviser that exercises proxy voting authority with respect to client securities:

· Adopt and implement written policies and procedures reasonably designed to ensure that the adviser
votes client securities in the client’s best interests. Such policies and procedures must address the manner in which the
adviser will resolve material conflicts of interest that can arise during the proxy voting process;
· Disclose to clients how they may obtain information from the adviser about how the adviser voted
with respect to their securities; and
· Describe to clients the adviser’s proxy voting policies and procedures and, upon request,
furnish a copy of the policies and procedures.

Additionally, paragraph (c)(2) of Rule 204-2 imposes additional
recordkeeping requirements on investment advisers that execute proxy voting authority, as described in the Maintenance of Books
and Records
section of this Manual.

The Advisers Act lacks specific guidance regarding an adviser’s
duty to direct clients’ participation in class action lawsuits. However, investment advisers may adopt policies and procedures
regarding class action lawsuits as a best practice.

Risks

In developing these policies and procedures, CIFC considered
numerous risks associated with the proxy voting process. This analysis includes risks such as:

  • CIFC lacks written proxy voting policies and procedures;
  • Proxies are not identified and processed in a timely manner;
  • Proxies are not voted in Clients’ best interests;
  • Conflicts of interest between CIFC and a Client are not identified
    or resolved appropriately;

  • Proxy voting records, Client requests for proxy voting information,
    and CIFC’s responses to such requests, are not properly maintained;
  • CIFC lacks policies and procedures regarding Clients’
    participation in class action lawsuits; and
  • CIFC fails to maintain documentation associated with Clients’
    participation in class action lawsuits.

CIFC has established the following guidelines as an attempt
to mitigate these risks.

Policies and Procedures

Proxy Voting

CIFC seeks to vote proxies in the best interests of our Clients
in instances where the Company has discretionary authority to vote proxies. However, because CIFC invests primarily in senior secured
loans, the Company generally does not receive proxy solicitations. If CIFC is invited to vote with respect to a Client’s
Security, the Company will vote in accordance with its fiduciary duty to its Clients.

As a matter of policy, CIFC does not disclose to unaffiliated
third parties how it expects to vote on upcoming proxies. Additionally, CIFC does not disclose the way it voted proxies to unaffiliated
third parties without a legitimate need to know such information.

Class Action Lawsuits

As a fiduciary, CIFC always seeks to act in Clients’
best interests with good faith, loyalty, and due care. CIFC’s standard advisory contract authorizes the Company to direct
Client participation in class action lawsuits. The Company does not anticipate that it will receive many invitations to participate
in class action lawsuits because of the types of Investments that are owned by Clients. Nonetheless, CIFC has adopted the following
policies and procedures with respect to class action lawsuits.

The Legal department will work with the Investment Analyst
most closely associated with the Investment in question when determining whether Clients will (a) participate in a recovery achieved
through a class action lawsuit, or (b) opt out of the class action and separately pursue their own remedy. The Legal department
will maintain documentation associated with Clients participation in class action lawsuits.

Employees must notify the General Counsel if they are aware
of any material conflict of interest associated with Clients’ participation in class action lawsuits. The General Counsel
will evaluate any such conflicts and determine an appropriate course of action for CIFC.

CIFC generally does not serve as the lead plaintiff in class
action lawsuits because the costs of such participation typically exceed any extra benefits that accrue to lead plaintiffs.

Conflicts of Interest

The CCO is responsible for identifying material conflicts
that exist between the Company and its Clients. This process includes a review of the relationship of the Company with the issuer
of each Security to determine if there is any relationship between the parties.

Monitoring Corporate Actions

The CCO is responsible for monitoring corporate actions and
ensuring that proxies are submitted in a timely manner. The relevant Portfolio Manager is responsible for making voting decisions,
including the manner and whether to vote the proxy.

Disclosures to Clients and Investors

CIFC includes a description of its policies and procedures
regarding proxy voting and class action lawsuits in Item 17 of Part 2A of Form ADV, along with a statement that Clients can contact
the CCO to obtain (a) a copy of these policies and procedures and/or (b) information about how CIFC voted with respect to the Client’s
Investments.

Any request for information about proxy voting
or class action lawsuits should be promptly forwarded to the CCO, who will respond to such requests.

 

 

 

 

 

PART C: OTHER INFORMATION

Item
28. Exhibits

(a) Declaration of Trust.

 

(b)
By-laws. Registrant’s By-laws, which were filed as an exhibit to the Registrant’s Registration Statement on March
17, 2006, are hereby incorporated by reference.

 

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

 

(d) Investment Advisory Contracts.

Catalyst Capital
Advisors LLC (as adviser)

SMH
Capital Advisors, Inc. (as sub-adviser)

Managed
Asset Portfolios, LLC

Cookson,
Peirce & Co., Inc.

Lyons
Wealth Management, LLC

Princeton
Advisory Group, Inc
.

Millburn
Ridgefield Corporation

Eventide
Asset Management, LLC

Day
Hagan Asset Management

Camelot
Portfolios, LLC

Empiric
Advisors, Inc,

JAG
Capital Management LLC

AlphaCentric
Advisors LLC

Stone
Beach Investment Management, LLC

SL
Advisors, LLC

Garrison
Point Capital, LLC

Boyd
Watterson Asset Management, LLC

(xxxix) Sub-Advisory Agreement between
Eventide Asset Management, LLC and Boyd Watterson Asset Management, LLC with respect
to the Eventide Core Bond Fund, is filed herewith.

Exceed
Advisory LLC

DH
Logix, LLC

Wynkoop,
LLC

Caddo
Capital Management, LLC

CIFC
Investment Management, LLC

Mount
Lucas Management LP

Contego
Capital Group, Inc.

LifeSci
Fund Management LLC

Teza
Capital Management LLC

 

 

 

R&C Investment
Advisors, LLC

 

Warrington Asset Management,
LLC

(li) Sub-Advisory
Agreement between Catalyst and Warrington Asset Management, LLC with respect to the Catalyst/Warrington Strategic Program Fund
which was filed as an exhibit to the Registrant’s Registration Statement on February 5, 2020, is hereby incorporated by
reference.

 (e)
Underwriting Contracts.

 

 

(f) Bonus or
Profit Sharing Contracts. None.

 

(g) Custodian Agreements.

(h)
Other Material Contracts.

exhibit
to the Registrant’s Registration Statement on June 17, 2020, is hereby incorporated by reference.

 

(i) Legal
Opinion.

 

(j) Other Opinions

(i) Consent
of BBD, LLP to be filed by subsequent amendment.

 

 

(k) Omitted Financial Statements. None.

 

(l) Initial
Capital Agreements. Agreement of initial shareholder, which was filed as an exhibit to the Registrant’s Registration Statement
on July 11, 2006, is hereby incorporated by reference.

 

(m) Rule 12b-1 Plan.

(vii) Amended Exhibit A to the Class
I Master Distribution Plan with respect to the Eventide Exponential Technologies Fund,
to be filed by subsequent amendment.

 

(n) Rule 18f-3 Plan.

 

(o) Reserved.

 

(p) Codes of Ethics.

 

(q) Powers of Attorney.

 

(ii) Powers
of Attorney of Mr. Jerry Szilagyi, Trustee, Chief Executive Officer, President and Secretary
of the Trust; Dr. Bert Pariser, Trustee of the Trust; Mr. Tobias Caldwell, Trustee of
the Trust; Mr. Tiberiu Weisz, Trustee of the Trust; and Mr. Erik Naviloff, Chief Financial
Officer and Treasurer of the Trust, which were filed as an exhibit to the Registrant’s
Registration Statement on Form N-14 on June 12, 2017, are hereby incorporated by reference.

 

 

 

 

(ix) Powers of Attorney for each director
of ACSSF Fund Limited to be filed by subsequent amendment.

.

 

 

 

 

Item 29. Persons Controlled
by or Under Common Control with the Fund

None.

 

Item
30. Indemnification

 

(a)
Article VI of the Registrant’s Declaration of Trust provides for indemnification of officers and Trustees as follows:

 

Section
6.6 Indemnification Not Exclusive, etc.
The right of indemnification provided by this Article VI shall not be exclusive of
or affect any other rights to which any such Covered Person may be entitled. As used in this Article VI, “Covered Person”
shall include such person’s heirs, executors and administrators. Nothing contained in this article shall affect any rights
to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract
or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.

 

The
Registrant may not pay for insurance which protects the Trustees and officers against liabilities rising from action involving
willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the

conduct
of their offices.

 

(b)
The Registrant may maintain a standard mutual fund and investment advisory professional and directors and officers liability policy.
The policy, if maintained, would provide coverage to the Registrant, its Trustees and officers, and could cover the adviser, among
others. Coverage under the policy would include losses by reason of any act, error, omission, misstatement, misleading statement,
neglect or breach of duty.

 

(c)
In so far as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the provisions of Ohio law and the Agreement and Declaration of the Registrant
or the By-Laws of the Registrant, or otherwise, the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

 

(d)
Indemnification terms of management agreement between Trust and AlphaCentric Advisors LLC to be described by subsequent amendment.

 

(e)
Indemnification terms of sub-advisory agreement between AlphaCentric Advisors LLC and LifeSci Fund Management LLC to be described
by subsequent amendment.

 

Item
31. Business and Other Connections of the Investment Adviser

 

Catalyst
Capital Advisors LLC (“CCA”), 36 North New York Avenue, Huntington, NY 11743, is registered with the Securities and
Exchange Commission (“SEC”) as an investment adviser, file number 801-66886.

 

(i)
CCA has engaged in no other business during the past two fiscal years.

 

(ii)
Jerry Szilagyi is a managing member and sole voting member of CCA and has been engaged within the last two fiscal years in the
capacity of director, officer, employee, partner, or trustee of the following other companies:

 

Trustee,
Mutual Fund Series Trust, 36N New York Avenue, Huntington, NY 11743;

 

Trustee,
Variable Insurance Trust, 36N New York Avenue, Huntington, NY 11743;

 

Managing
Member and President, MFund Services LLC, 36 North New York Avenue, Huntington, NY 11743, an administrator to mutual funds (including
each series of the Trust);

 

Managing
Member and President, MFund Distributors LLC, 36 North New York Avenue, Huntington, NY 11743, (TBP), a provider of marketing services
to mutual funds.

 

Managing
Member and President, Abbington Capital Group LLC, 5 Abbington Drive, Lloyd Harbor, NY 11743, a strategic consulting firm to financial
services companies;

 

Member
and President of Cross Sound Capital LLC, 5 Abbington Drive, Lloyd Harbor, NY 11743, the manager of Cross Sound Global Macro Fund
LLC, a hedge fund, until October 2013;

 

Managing
Member of AlphaCentric Advisors LLC, 36 North New York Avenue, Huntington, NY 11743, an

investment
advisor to mutual funds.

 

SMH
Capital Advisors, Inc. (“SMH”) 4800 Overton Plaza Suite 300, Fort Worth, Texas 76109, is registered with the SEC as
an investment adviser, file number 801-54089.

 

(i)
During the past two fiscal years, SMH has served as the investment advisor to private client accounts, institutional accounts
and sub-advisor to two SEC-registered mutual funds, the Integrity High Income Fund and Integrity Total Return Income Fund.

 

(ii)
During the past two fiscal years, Jeffrey Cummer has been President of SMH. During the past two fiscal years, Dwayne Moyers has
been Chief Investment Officer of SMH.

 

Eventide
Asset Management, LLC (“Eventide”), One International Place, Suite 4210, Boston, Massachusetts 02110, is registered
with the SEC as an investment adviser file number 801-69154.

 

(i)
Eventide has engaged in no other business since its inception.

Donald
L. Hagan, LLC, a.k.a. Day Hagan Asset Management (“Day Hagan”), 330 South Orange Avenue, Sarasota, FL, 34236, is registered
with the SEC as an investment adviser file number 801-66337.

 

(i)
Day Hagan has engaged in no other substantial business activities during the past two fiscal years.

 

(ii)
During the past two fiscal years, Donald Hagan, has been a managing member and the chief compliance officer of Day Hagan and has
engaged in no other substantial business. During the past two fiscal years, Art Day is a Senior Partner of DH Logix. He is also
a consultant of Liquid Culture, Inc., an apparel company. Groesbeck Investment Management Corp. (“Groesbeck”), 12
Route 17 North, Suite 130, Paramus, NJ 07652, is registered with the SEC as an investment adviser file number 801-44798.

 

Camelot
Portfolios, LLC (“Camelot”), 1700 Woodlands Dr., Maumee, Ohio 43537, is registered with the SEC as an investment adviser
file number 801-70932.

 

(i)
Camelot has engaged in no other businesses of a substantial nature in the last two fiscal years.

 

(ii)
Darren Munn, managing member, is a registered representative of a broker-dealer. The other members and officers have engaged in
no other business of a substantial nature in the last two fiscal years.

 

Managed
Asset Portfolios, LLC (“MAP”), 950 W. University Drive, Suite 100, Rochester, MI 48307, is registered with the SEC as
an investment adviser file number 801-58125.

 

(i)
MAP has engaged in no other businesses of a substantial nature in the last two fiscal years.

 

Cookson,
Peirce & Co., Inc. (“CP”), 555 Grant Street, Suite 380, Pittsburgh, PA 15219, is registered with the SEC as an
investment adviser file number 801-21341.

 

(i)
CP and its directors and officers have engaged in no other businesses of a substantial nature in the last two fiscal years.

 

JAG
Capital Management (“JAG”), 9841 Clayton Road, St. Louis, MO 63124, is registered with the SEC as an investment adviser
file number 801-72799.

 

(i)
JAG and its directors and officers have engaged in no other businesses of a substantial nature in the last two fiscal years. JAG’s
parent, J.A. Glynn & Co., is a registered broker-dealer.

Lyons
Wealth Management, LLC (“Lyons”), 1470 Gene Street, Winter Park, FL 32789, is registered with the SEC as an investment
adviser file number 801-67895

 

(i)
Lyons Wealth Management, LLC has engaged in no other business since its inception.

 

(ii)
Mark Cosgrove is the controlling member and Manager of Lyons. Mr. Cosgrove is also the Manager of Meerkat Hedge Partners Fund,
L.P., a hedge fund, and the holding company, Lyons Wealth Holdings, LLC.

 

(iii) Alexander Read is
a member and the Chief Executive Officer of Lyons. Mr. Read is also the Managing Member of Meerkat Hedge Partners Fund, L.P.,
a hedge fund, and the holding company, Lyons Wealth Holdings, LLC.

 

(j) Princeton Advisory Group, Inc (“Princeton”),
4422 Route 27, Building C, Unit 1, Kingston, New Jersey 08528, is registered with the SEC as an investment adviser, file number
801-62702.

 

(i) Princeton is an owner
and a Managing Member of Princeton-Blazer Advisors, LLC, a registered investment adviser, file number 801-72981.

 

(ii)       
None of the directors or officers of Princeton have engaged in any other business during the last two fiscal years.

(k) Empiric Advisors, Inc. (“Empiric”)
500 N. Capital of Texas Hwy, Building 8, Suite 150, Austin, Texas 78730, is registered with the SEC as an investment adviser,
file number 801-31075

 

(i)
Empiric is the sole owner of Empiric Distributors, Inc., a registered broker-dealer and member of FINRA.

 

(ii)
Mark Coffelt is the Chief Investment Officer and President of Empiric. Mr. Coffelt is also the President of Empiric Distributors,
Inc.

 

(l) DH Logix, LLC (“DH
Logix”), located at 1000 S. Tamiami Trail, Sarasota, Florida 34236, is registered with the SEC as an investment adviser,
file number 801-110490.

 

(i)
DH Logix, LLC has engaged in no other business since its inception.

 

(ii)
Art Day is a Senior Partner of DH Logix. He has also been a managing member and partner of Day Hagan and a consultant of Liquid
Culture, Inc., an apparel company.

 

(m) AlphaCentric Advisors
LLC (“AlphaCentric”), located at 36 North New York Avenue, Huntington, NY 11743, is registered with the SEC as an
investment adviser, file number 801-79616.

 

(i)
AlphaCentric has engaged in no other business during the past two fiscal years.

 

(ii)
Jerry Szilagyi is the managing member of AlphaCentric and has been engaged within the last two fiscal years in the capacity of
director, officer, employee, partner, or trustee of the following other companies:

 

Trustee,
Mutual Fund Series Trust, 36N New York Avenue, Huntington, NY 11743;

 

Trustee,
Variable Insurance Trust, 17645 36N New York Avenue, Huntington, NY 11743;

 

Managing
Member and President, MFund Services LLC, 36 North New York Avenue, Huntington, NY 11743, an administrator to mutual funds (including
each series of the Trust);

Managing
Member and President, MFund Distributors LLC, 36 North New York Avenue, Huntington, NY 11743, (TBP), a provider of marketing services
to mutual funds.

 

Managing
Member and President, Abbington Capital Group LLC, 5 Abbington Drive, Lloyd Harbor, NY 11743, a strategic consulting firm to financial
services companies;

 

Member
and President of Cross Sound Capital LLC, 5 Abbington Drive, Lloyd Harbor, NY 11743, the manager of Cross Sound Global Macro Fund
LLC, a hedge fund, until October 2013;

 

Managing
Member of AlphaCentric Advisors LLC, 36 North New York Avenue, Huntington, NY 11743, an investment advisor to mutual funds

.

(iii)
Mark Kamies is a member of AlphaCentric and is the controlling shareholder and President of Multi-Funds, Inc., 1731 Willow Wood,
Nixa, Missouri 65714. Multi-Funds is an investment marketing company.

 

(n)
Stone Beach Investment Management, LLC (“Stone Beach”) located at 101 Merritt 7, 5th Floor, Norwalk, CT,
06851 is registered with the SEC as an investment adviser, file number 801-79745.

 

(i)
Stone Beach has engaged in no other business during the past two fiscal years.

 

(ii)
David Lysenko, is the Managing Principal of Stone Beach and is a Principal of Source Point Training LLC. Source Point Training
LLC is a professional training company.

 

(o)
SL Advisors, LLC (“SL”), located at 210 Elmer Street, Westfield, NJ. 07090 is registered with the SEC as an investment
adviser, file number 801-80396.

 

(i)
SL has engaged in no other business since its inception.

 

(ii)
None of the directors or officers of SL have engaged in any other business during the last two fiscal years.

 

(p)
Garrison Point Capital, LLC (“Garrison Point”), located at 100 Pine Street, Suite 2700, San Francisco, CA 94111 is
registered with the SEC as an investment adviser, file number 801-77191.

 

(i)
Garrison Point has engaged in no other business during the past two fiscal years.

 

(ii)
Garrett Smith is a Principal of Garrison Point and has been engaged within the last two fiscal years in the capacity of director,
officer, employee, partner, or trustee of the following other companies, each of which is located at 100 Pine Street, Suite 2700,
San Francisco, CA 94111:

 

Principal,
Garrison Point Funds, LLC; and Associate, SF Sentry Securities, Inc.

 

(iii)
Tom Miner is a Principal of Garrison Point and has been engaged within the last two fiscal years in the capacity of director,
officer, employee, partner, or trustee of the following other companies, each of which is located at 100 Pine Street, Suite 2700,
San Francisco, CA 94111 except as noted otherwise:

 

Principal,
Garrison Point Funds, LLC; Associate, SF Sentry Securities, Inc; and Board Member, University Venture Fund, located at 299 South
Main Street, Suite 310, Salt Lake City, Utah 84111.

 

(iv)
Brian Loo is a Director of Garrison Point and has been engaged within the last two fiscal years in the capacity of director, officer,
employee, partner, or trustee of the following other companies, each of which is located at 100 Pine Street, Suite 2700, San Francisco,
CA 94111:

Principal,
Garrison Point Funds, LLC; and Associate, SF Sentry Securities, Inc.

 

(v)
Lee Root is the Chief Financial Officer of Garrison Point and has been engaged within the last two fiscal years in the capacity
of director, officer, employee, partner, or trustee of the following other companies:

 

Chief
Financial Officer, Garrison Point Funds, LLC; Chief Financial Officer, SF Sentry Securities, Inc.; Chief Financial Officer, SF
Sentry Financial Group, LLC; Chief Financial Officer, Sivia, LLC; Chief Financial Officer, Ocean IQ, LLC; Chief Financial Officer,
Pine Capital, LLC; and Chief Financial Officer Sentry Advisors, LLC

 

(vi)
Julie Meissner is the Chief Compliance Officer of Garrison Point and has been engaged within the last two fiscal years in the
capacity of director, officer, employee, partner, or trustee of the following other companies:

 

Chief
Compliance Officer, Garrison Point Funds, LLC; Chief Compliance Officer, SF Sentry Securities, Inc.; Chief Compliance Officer,
SF Sentry Financial Group, LLC; Chief Compliance Officer, Sivia, LLC; Chief Compliance Officer, Ocean IQ, LLC; Chief Compliance
Officer, Pine Capital, LLC; and Chief Compliance Officer Sentry Advisors, LLC

 

(z)
Boyd Watterson Asset Management, LLC (“Boyd Watterson”), located at 1801 East 9th Street, Suite 1400, Cleveland,
Ohio, 44114 is registered with the SEC as an investment adviser, file number 801-57468.

 

(i)
Boyd Watterson has engaged in no other business since its inception.

 

(ii)       
None of the directors or officers of Boyd Watterson have engaged in any other business during the last two fiscal years.

 

(q)
Millburn Ridgefield Corporation, located at 411 West Putnam Avenue, Greenwich, CT 06830, is registered with the SEC as
an investment adviser, file number 801-60938.

 

(i)
Millburn Ridgefield Corporation has engaged in no other business since its inception.

 

(ii)       
None of the directors or officers of Millburn Ridgefield Corporation have engaged in any other business during the last two fiscal
years.

 

(r)
Pacific View Asset Management, LLC (“Pacific View”) located at 600 Montgomery Street, 6th Floor, San Francisco,
California, 94111-2702, is registered with the SEC as an investment adviser, file number 801-109947.

 

(i)
Pacific View has engaged in no other business since its inception.

 

(ii)
Brendan Contant is the President of Pacific View and has been engaged within the last two fiscal years in the capacity of director,
officer, employee, partner or trustee of BTIG, LLC;

 

(iii)
Steven Druskin is the Chief Operating Office and Chief Compliance Officer, and has been engaged within the last two fiscal years
in the capacity of director, officer, employee, partner or trustee of BTIG, LLC.

 

(s)
Exceed Advisory LLC (“Exceed”) located at 28 West 44th Street, 16th Floor, New York, NY 10036.
Additional information regarding Exceed Advisory LLC, including information regarding any other businesses of a substantial nature
engaged in by the firm and its officers, directors and partners in the last two years, will be provided by subsequent amendment.

 

(t)
Wynkoop LLC (“Wynkoop”), located at 5460 S Quebec Street, Suite 110, Greenwood Village, CO 80111, is registered with
the SEC as an investment adviser, file number 801-113339.

(i)
Wynkoop has engaged in no other business since inception.

 

(ii)
Brandon D. Jundt is the managing member of Wynkoop. Mr. Jundt is also the managing member of Wynkoop RE Manager, LLC, a real estate
management company, and the managing member of WynTrail Manager, LLC, a real estate management company.

 

(u)
Caddo Capital Management, LLC. (“Caddo”) is located at 1 Sansome Street, San Francisco, CA 94104.

(i)
Caddo has engaged in no other business since its inception.

 

(ii)
None of the directors or officers of Caddo have engaged in any other business during the last two fiscal years.

 

(v)
CIFC Investment Management LLC. (“CIFC”), located at 250 Park Ave, 4th Floor, New York, New York 10177,
is registered with the SEC as an investment adviser, file number 801-53728.

 

(i)
CIFC has engaged in no other business since its inception.

 

(ii)
Steve Vaccaro is the Chief Executive Officer and Chief Investment Officer of CIFC and has been engaged within the last two fiscal
years as the Chief Executive Officer and Chief Investment Officer of the following entities: CIFC Asset Management Holdings LLC;
CIFC Asset Management LLC; CIFC Capital Holdco LLC; CIFC CLO Co-Investment Fund GP LLC; CIFC CLO Management Holdco MO II LLC;
CIFC CLO Management Holdco MO LLC; CIFC CLO Management Holdco R II LLC; CIFC CLO Management LLC; CIFC CLO Management II LLC; CIFC
CLO Opportunity Fund GP Ltd; CIFC CLO Strategic Partners GP LLC; CIFC CLO Strategic Partners II GP LLC; CIFC CLO Warehouse Fund
GP LLC; CIFC Corp, CIFC Holdings I LLC; CIFC Holdings II LLC; CIFC Holdings II Sub LLC; CIFC Holdings III LLC; CIFC Holdings III
Sub LLC; CIFC International Holdings I Ltd; CIFC International Holdings I Parent Ltd; CIFC Investment Grade CLO Fund GP LLC; CIFC
LLC; CIFC Master Fund LP; CIFC Master Fund ST Funding LLC; CIFC Member LLC; CIFC Parthenon Loan Funding GP LLC; CIFC Senior Secured
Corporate Loan Fund GP, LLC; CIFC Tactical Income Fund GP LLC; CIFC VS Holdings LLC; CIFC VS Management LLC; Columbus Nova Credit
Investments Management, LLC; CypressTree Investment Management, LLC; CIFC CLO Management Holdco R LLC; CIFC CLO Opportunity Fund
I GP LLC; and CIFC CLO Opportunity Fund III GP LP (collectively, “CIFC Entities”).

 

(iii)
John DiRocco is the Chief Operating Officer of CIFC and has been engaged within the last two fiscal years as the Chief Operating
Officer of the CIFC Entities.

 

(ii)
Rahul Agarwal is the Chief Financial Officer of CIFC and has been engaged within the last two fiscal years as the Chief Financial
Officer of the CIFC Entities.

 

(ii)
Julian Weldon is the Secretary, General Counsel and Chief Compliance Officer of CIFC and has been engaged within the last two
fiscal years as the Secretary, General Counsel and Chief Compliance Officer of the CIFC Entities.

 

(w) Mount Lucas Management
LP (“Mount Lucas”), located at 405 South State Street, Newtown, PA 18940, is registered with the SEC as an investment
adviser, file number 801-28254.

 

(i)
Mount Lucas has engaged in no other business since its inception.

 

(ii)
None of the directors or officers of Mount Lucas have engaged in any other business during the last two fiscal years.

 

(x) Contego Capital Group,
Inc. (“Contego”), located at 7400 Metro Blvd, Edina, Minnesota 55439, is registered with the SEC as an investment
adviser, file number 801-113844.

 (i)
Contego has engaged in no other business since its inception.

 

(ii)
Robert Branton is the Chief Executive Officer of Contego. Mr. Branton was a managing director of Pacific View from 2016 to 2018.

 

(iii)
Brian Gahsman is the Chief Investment Officer of Contego. Mr. Gahsman was a portfolio manager of Pacific View from 2016 to 2018.

 

(y)
LifeSci Fund Management LLC (“LifeSci”), located at 250 West 55th Street, Suite 3401, New York, NY, 10019, is registered
with the SEC as an investment adviser, file number 801-117201.

 

(i)
LifeSci has engaged in no other business since inception.

 

(ii)
Michael Yehuda Rice is a member of LifeSci. Mr. Rice is also the President of LifeSci Advisors, LLC and LifeSci Capital LLC, and
is a member of LifeSci Public Relations, LLC, LifeSci Index Partners, LLC and LifeSci Venture Management, LLC.

 

(iii)
Andrew Ian McDonald is a member of LifeSci. Mr. McDonald is also the Chief Executive Officer of LifeSci Advisors, LLC and LifeSci
Capital LLC, and a member of LifeSci Public Relations, LLC, LifeSci Index Partners, LLC and LifeSci Venture Management, LLC. Additionally,
Mr. McDonald is also the co-founder and Chief Executive Officer of Attune Pharmaceuticals, an early-stage biotechnology company.

 

(iv)
Robert Brinberg is the Chief Compliance Officer of LifeSci. and has been engaged within the last two fiscal years in the capacity
of director, officer, employee, partner, or consultant of the following other companies: LifeSci Capital LLC, LifeSci Venture
Management, LLC and Rose & Company Holdings, LLC.

 

(z)
Teza Capital Management LLC (“Teza”), located at 150 North Michigan Avenue, Suite 3700 Chicago, IL 60601, is registered
with the SEC as an investment adviser, file number 801-80584.

 

(i)
Teza has engaged in no other business since its inception.

 

(ii)
None of the directors or officers of Teza have engaged in any other business during the last two fiscal years.

 

(aa)
Kayne Anderson

 

Fund
Advisors, LLC (“Kayne Anderson”), located at 811 Main St., 14th Floor, Houston, TX, 77002, is registered
with the SEC as an investment adviser, file number 801-117730.

 

(bb)
R&C Investment Advisors, LLC (“R&C”), located at One Exchange Plaza, 55 Broadway, 2nd Floor, New
York, NY 10006, is registered with the SEC as an investment adviser, file number 801-117500. Additional information regarding
R&C, including information regarding any other businesses of a substantial nature engaged in by the firm and its officers,
directors and partners in the last two years, will be provided by subsequent amendment.

 

(cc) Warrington Asset Management LLC
(“Warrington”), 200 Dorado Beach Drive, Suite #3132, Dorado, PR 00646 is registered with the SEC as an investment
adviser, file number 801-111865.

i.Warrington
has engaged in no other business during the past two fiscal years.

iiScott Kimple;
Manager and Principal of Warrington is the Manager of Warrington GP, LLC.

iii.Greg Fomin, Chief
Compliance Officer of Warrington is the Chief Operating Officer and Chief Compliance Officer of Warrington, GP, LLC.

Item 32. Principal Underwriters

 

a)
Northern Lights Distributors, LLC (“NLD”), the principal underwriter of the Registrant, also acts as principal underwriter
for the following:

 

AdvisorOne
Funds, Arrow ETF Trust, Arrow Investments Trust, Centerstone Investors Trust, Copeland Trust, Equinox Funds Trust, Forethought
Variable Insurance Trust, Miller Investment Trust, Multi-Strategy Growth & Income Fund, Mutual Fund Series Trust, Mutual Fund
and Variable Insurance Trust, Neiman Funds, Nile Capital Investment Trust, North Country Funds, Northern Lights Fund Trust, Northern
Lights Fund Trust II, Northern Lights Fund Trust III, Northern Lights Fund Trust IV, Northern Lights Variable Trust, OCM Mutual
Fund, PREDEX, The Saratoga Advantage Trust, Tributary Funds, Inc., and Vertical Capital Income Fund.

 

(b)
NLD is registered with Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory
Authority (“FINRA”). The principal business address of NLD is 4221 North 203rd Street, Suite 100, Elkhorn,
Nebraska, 68022. NLD is an affiliate of Gemini Fund Services, LLC. To the best of Registrant’s knowledge, the following
are the members and officers of NLD:

 

Name

Positions and Offices

with Underwriter

Positions and Offices

with the Fund

William
J. Strait
President,
Secretary, General Counsel and Manager
None
Mike
Nielsen
Chief
Compliance Officer and AML Compliance Officer
None
Stephen
Preston
Financial
Operations Principal
None
David
Young
Manager None

 

Item 33. Location of
Accounts and Records

 

The
following entities prepare, maintain and preserve the records required by Section 31 (a) of the 1940 Act for the Registrant. These
services are provided to the Registrant for such periods prescribed by the rules and regulations of the Securities and Exchange
Commission under the 1940 Act and such records are the property of the entity required to maintain and preserve such records and
will be surrendered promptly on request.

 

(a) Gemini Fund Services,
LLC (“GFS”), located at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska, 68022.

 

(b) Northern Lights Distributors,
LLC, located at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska, 68022.

 

(c) Huntington National
Bank, 41 South High Street, Columbus, OH 43215.

 

(d) U.S. Bank N.A., 425
Walnut Street, Cincinnati, OH 45202.

 

(e) Catalyst Capital Advisors
LLC, 53 Palmeras St. Suite 601, San Juan, PR 00901.

 

(f) Reserved.

 

(g) SMH Capital Advisors,
Inc., 4800 Overton Plaza Suite 300, Fort Worth, Texas 76109.

 

(h) Eventide Asset Management,
LLC, 2 Franklin Street, Medford, MA, 02155.

(i) Donald L. Hagan, LLC,
a.k.a. Day Hagan Asset Management, 330 South Orange Avenue, Sarasota, FL, 34236.

 

(j) Groesbeck Investment
Management Corp., 12 Route 17 North, Suite 130, Paramus, NJ 07652.

 

(k) Managed Asset Portfolios,
LLC, 950 W. University Drive, Suite 100, Rochester, MI 48307.

 

(l) Cookson, Peirce &
Co., Inc., 555 Grant Street, Suite 380, Pittsburgh, PA 15219.

 

(m) JAG Capital Management,
9841 Clayton Road, St. Louis, MO 63124.

 

(n) Lyons Wealth Management,
LLC, 1470 Gene Street, Winter Park, FL 32789.

 

(o) SignalPoint Capital
Management LLC, 400 South Avenue, Suite 300, Springfield, MO 65806.

 

(p)
Princeton Advisory Group, Inc., 4422 Route 27, Building C, Unit 1, Kingston, New Jersey 08528.

 

(q) Empiric Advisors, Inc,
500 N. Capital of Texas Hwy, Building 8, Suite 150, Austin, Texas 78730

 

(r) Reserved.

 

(s) Reserved.

 

(t) Reserved.

 

(u) Camelot Portfolios,
LLC, 1700 Woodlands Dr., Maumee, Ohio 43537

 

(v) DH Logix, LLC is located
at 1000 S. Tamiami Trail, Sarasota, Florida 34236

 

(w) AlphaCentric Advisors
LLC, 36 North New York Avenue, Huntington, NY 11743

 

(x) Keystone Wealth Advisors
LLC, 595 S. Riverwoods Pkwy, Ste 170, Logan, UT 84321

 

(y) Stone Beach Investment
Management, LLC is located at 101 Merritt 7, 5th Floor, Norwalk, CT, 06851.

 

(z) ATR Advisors, LLC is
located at 2452 Black Rock Turnpike, Fairfield, CT 06825-2407

 

(aa) ITB Capital Advisors,
LLC is located at 311 S. Florida Avenue, Lakeland Florida, 33802

 

(bb) SL Advisors, LLC is
located at 210 Elmer Street, Westfield, NJ, 07090

 

(cc) Garrison Point Capital,
LLC is located at 100 Pine Street, Suite 2700, San Francisco, CA 94111

 

(dd) Boyd Watterson Asset
Management, LLC is located at 1801 East 9th Street Suite 1400, Cleveland, Ohio 44114

 

(ee)Integrated Managed
Futures Corp is located at 1200-70 University Avenue, Toronto, Canada M5J2M4

 

(ff)Millburn Ridgefield
Corporation is located at 411 West Putnam Avenue, Greenwich, CT 06830

 

(gg) Pacini Hadfield Investments,
LLC is located at 14362 N. Frank Lloyd Wright Blvd., Scottsdale, AZ, 85260

(hh) Pacific View Asset
Management, LLC is located at 600 Montgomery Street, 6th Floor, San Francisco, California, 94111-2702

 

(ii) Exceed Advisory LLC
is located at 28 West 44th Street, 16th Floor, New York, NY 10036

 

(jj) Wynkoop, LLC is located
at 5460 S Quebec Street, Suite 110, Greenwood Village, CO 80111

 

(kk) Dana Investment Advisors,
Inc. is located at 20700 Swenson Drive, Suite 400, Waukesha, WI 53186

 

(ll) Trinity Fiduciary
Partners, LLC is located at 200 North Mesquite Street, Suite 205, Arlington, TX 76011

 

(mm) Caddo Capital Management,
LLC is located at 1 Sansome Street, San Francisco, CA 94104

 

(nn) CIFC Investment Management
LLC is located at 250 Park Ave, 4th Floor, New York, New York 10177

 

(oo) Mount Lucas Management
LP is located at 405 South State Street, Newtown, PA 18940

 

(pp) Contego Capital Group,
Inc. is located at 7400 Metro Blvd, Edina, Minnesota 55439

 

(qq) LifeSci Fund Management
LLC is located at 250 West 55th Street, Suite 3401, New York, NY, 10019

 

(rr) Teza Capital Management
LLC is located at 150 North Michigan Avenue, Suite 3700 Chicago, IL 60601

 

(ss) Kayne Anderson Fund
Advisors, LLC is located at 811 Main St., 14th Floor, Houston, TX, 77002

 

(tt) R&C Investment
Advisors, LLC is located at One Exchange Plaza, 55 Broadway, 2nd Floor, New York, NY 10006

 

(uu) Warrington Asset Management
LLC is located at 200 Dorado Beach Drive, Suite #3132, Dorado, PR 00646

 

Item 34. Management
Services

 

None.

 

Item 35. Undertakings

The Registrant undertakes that each Subsidiary and each Director
of each Subsidiary hereby consents to service of process within the United States, and to examination of its books and records

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Act of 1933 and Investment Company Act of 1940, the Fund has duly caused this registration
statement to be signed on its behalf by the undersigned, duly authorized, in the City of Bexley, in the State of Ohio, on the
2nd day of September, 2020.

 

Mutual
Fund Series Trust

By: /s/ JoAnn
Strasser

JoAnn Strasser

Attorney-in-Fact

Mutual
Fund Series Trust

 

Pursuant to the requirements of the Securities
Act, this registration statement has been signed below by the following persons in the capacities indicated.

Mutual
Fund Series Trust

 

Dr. Bert Pariser*, Trustee     September 2, 2020  
         
Tobias Caldwell*, Trustee     September 2, 2020  
         
Jerry Szilagyi*, Trustee/President/Principal Executive Officer     September 2, 2020
         
Erik Naviloff*, Treasurer/Principal Financial Officer and        
Accounting Officer     September 2, 2020  
         
Tiberiu Weisz*, Trustee     September 2, 2020  

 

 

 

*By: /s/ JoAnn Strasser

JoAnn Strasser

Attorney-in-Fact