VegTech Plant-based Innovation & Climate ETF (EATV) Exchange: NYSE ARCA

The Fund is an actively managed exchange-traded fund (“ETF”). The Fund will invest under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in the securities of plant-based innovation companies (“VegTech Companies”) or companies making a positive impact on climate change matters (“Climate Companies”). VegTech Companies are companies that (1) innovate or use technology in their primary products by utilizing at least one plant ingredient, or innovate or use technology to enable or support companies that do the same; and (2) the end product is animal-free, except for trace amounts. The Adviser believes this promotes positive climate change.In looking for VegTech Companies, the Adviser searches for companies it considers to be innovators in developing plant-based products, alternative proteins, services, trade secrets, technology, methods, and advancements in scientific research. Technology is a critical element of these advancements. These include cell-cultured and precision fermentation technology companies that use plant-based carbohydrates in the process of growing cells, nutrients, proteins, flavors, and ingredients. It also includes plant-based agriculture, such as vertical farming and agricultural robotics companies, and innovative plant-based materials and scientific services. To be considered an innovator by the Adviser, a company must use at least one plant or plant-derived ingredient and the end product, component, or service is animal-free; or, the company may help other businesses produce animal-free end products using plant-derived ingredients by offering specialized products, services, or technologies. The Adviser typically seeks companies that only use trace amounts of animals and/or animal secretion in their end products. Additionally, a VegTech company produces no primary products designed for industrial farm animal production, must not perform animal testing unless required to do so by law in order to bring a product to market, and must have a minimum market capitalization of $25 million.For a VegTech Company to qualify as such, the issuer’s plant-based “primary products,” “primary services,” or “primary assets” must account for more than 50% of the company’s revenues or assets, as disclosed in public financial statements as available. The Adviser performs a qualitative and quantitative analysis as feasible to determine whether a company is a VegTech Company. The Adviser believes VegTech Companies involved in replacing animal products contribute to several United Nations (UN) Sustainable Development Goals. Within the SDG framework, these goals include “Climate Action,” “Life on Land,” and “Life Below Water.” The Adviser believes livestock are responsible for a significant amount of global greenhouse emissions, including methane and nitrous oxide. A landmark report from the Intergovernmental Panel on Climate Change (“IPCC”) highlighted that climate change is expected to cause “severe, pervasive, and irreversible impacts” on the natural environment unless carbon emissions are cut sharply and rapidly. The IPCC further reported that under the scenario of no animal products consumed at all (no meat, dairy products, or eggs), “adequate food production in 2050 could be achieved on less land than is currently used, allowing considerable forest regeneration, and reducing land-based GHG [greenhouse gas] emissions to one third of the reference ‘business-as-usual’ case for 2050.” The Adviser believes that climate change and the efficiency of food production affects food security. The Adviser believes that companies that invest in or develop products or services that remove animals from supply chains can positively impact climate change and are part of a long-term secular trend towards a shifting food and materials supply system.To qualify as a Climate Company, the issuer must meet at least one of the following criteria: (1) The company has committed to reduce greenhouse gas emissions by signing a pledge to measure and reduce those emissions. Acceptable pledges include, but are not limited to, the United Nations “Climate Neutral Now” and Global Optimism’s “The Climate Pledge;” (2) The company sells a product that generates less greenhouse gas emissions than typical replacement products, as determined by a formal evaluation. Acceptable evaluations follow the standards defined by the International Organization for Standardization (ISO 14040 or ISO 14044); (3) The company has disclosed a commitment to reducing greenhouse gas emissions; or (4) The company has greenhouse gas emissions lower than its average peer, per unit of sales or assets, as measured by Bloomberg or a similar data provider.The Fund will predominantly invest in the equity securities of VegTech and Climate companies, which may include, but are not limited to, common and preferred publicly-traded stocks of U.S. and foreign companies, rights and warrants, partnership interests and business trust shares. The Fund may also invest in initial public offerings (“IPOs”) of VegTech or Climate companies or in companies that have recently completed an IPO. The Fund’s foreign investments may be direct or through American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”). The Fund’s portfolio is expected to be a focused portfolio with typically fewer than 50 holdings, although the number of such holdings may increase over time if the universe of VegTech and Climate companies increases.The Adviser maintains an internal, proprietary, research process to determine which companies qualify as VegTech or Climate companies. The Adviser conducts its own screening research by reviewing financial statements, websites, and brochures. The Adviser may also conduct company interviews and analyzes product labels prior to investing in any company. In identifying VegTech Companies, the Adviser considers companies with primary products, services, or assets in the following categories:•Plant-based and Vegan Companies. Companies that produce end products that are animal-free, typically derived from plants, fungi, microbes, or algae. These companies produce no primary products designed for industrial farm animal production, and may include companies that employ food scientists to develop beef alternatives or alternative proteins that use less land and water and generate less methane than standard animal agriculture, or may include food or materials companies that produce products that include plants and plant derivatives. •Cell-cultured Technology Companies. Companies that use bioscience and engineering to produce, or help produce, cell-cultured foods or alternative proteins. These foods are sometimes called “cell-based,” “lab-grown,” or “cultured” products. These technologies can increase food production and mitigate environmental impact by growing animal cells outside of animals in a nutrient solution that includes plant-derived carbohydrates and other ingredients, in order to replace animals in the production of meat, in a way that significantly reduces the need for industrial animal farming. This reduces the use of land, water, and antibiotics. These companies need only use a trace amount (i.e., 1% or less) of animal cells to grow a significantly larger amount, and thus can positively impact food security. These companies may also support and enable other companies to use plant carbohydrates to grow animal cells, by producing bioreactors (a temperature controlled tank filled with the nutrient solution and used to grow cells outside of an animal), cell culture media (a solution of basic nutrients, including plant-derived carbohydrates, designed to allow cells to grow in a bioreactor), or cell culture meat scaffolding (this can be a plant-based material made into a shape that resembles a piece of meat, used in a bioreactor; as the cells grow on the material, the material degrades and is replaced by cells).•Precision Fermentation Technology Companies. Companies that grow algae or microbes, such as yeasts and fungi fed with plant-derived carbohydrates to produce nutrients, alternative proteins, flavors, and ingredients. These companies may include one that uses microbes in a bioreactor to produce casein, whey, or heme. Similar to cell-cultured food companies, these companies can produce greater quantities of food in a way that significantly reduces the need for industrial animal farming, thus reducing the use of land, water and antibiotics while replacing animals and positively impacting food security.•Plant-based Agricultural Companies. Companies that produce plants (vegetables, pulses, tubers, legumes, fruits, nuts, seeds, and grains), fungi, microbes, and algae; or companies that offer technologies, services, or products that support the business of plant-based agriculture. Companies must have no primary products designed for industrial farm animal production. These companies may include ones using vertical farming technology and robotics to grow food near population centers with less land, water, pesticide, and manure than standard animal agriculture. It may include companies that offer robotic and automation tools for plant-based farming.•Plant-based Materials. Companies that typically use plant or plant-derived ingredients to make end products that are animal-free. It may include issuers that use animal-free ingredients in their cosmetics and does not engage in animal-testing. •Scientific Services. Companies in bioengineering, bioscience, nutrition, or food science that support or enable businesses in producing animal-free products. Typically, the business customers use at least one plant or plant-derived ingredient. A scientific service company may include one that sequences and tests plant genomes to identify high protein variants of food for human consumption.The Fund is non-diversified, which means that it may invest a significant portion of its assets in the securities of a single issuer or small number of issuers.The Adviser may sell securities from the portfolio if the company’s fundamentals no longer meet the Adviser’s criteria for a VegTech Company. The Adviser may sell a security when its price reaches a set target, or if it believes that other investments are more attractive, or for other reasons we may determine. In selling a security, the Adviser will take into account prudent portfolio management practices and the interests of shareholders, which may result in the position being sold over a period of time, rather than immediately, even if the issuer no longer qualifies as a VegTech or Climate Company.