Exchange Listed Funds Trust (CEFS) N-14/ARegistration statement for investment companies business combination (amended)

As filed with the Securities and Exchange Commission on July 25, 2024

1933 Act Registration File No. 333-279083

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

EXCHANGE LISTED FUNDS TRUST

(Exact Name of Registrant as Specified in Charter)

10900 Hefner Pointe Drive, Suite 401

Oklahoma City, Oklahoma 73120

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, including Area Code): (405) 778-8377

J. Garrett Stevens

Exchange Listed Funds Trust

10900 Hefner Pointe Drive, Suite 401

Oklahoma City, Oklahoma 73120

(Name and Address of Agent for Service)

Copies to:

Morrison Warren, Esq.

Richard Coyle, Esq.

Chapman and Cutler LLP

320 South Canal Street

Chicago, Illinois 60606

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

Title of Securities Being Registered: Shares of beneficial interest, no par value per share, in the following series of the Registrant: Stratified LargeCap Index ETF and Stratified LargeCap Hedged ETF.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

No filing fee is required because of reliance on Section 24(f) of the Investment Company Act of 1940, as amended.

SYNTAX ETF TRUST

Syntax Stratified LargeCap ETF (SSPY)

Syntax Stratified MidCap ETF (SMDY)

Syntax Stratified SmallCap ETF (SSLY)

Syntax Stratified U.S. Total Market ETF (SYUS)

Syntax Stratified U.S. Total Market Hedged ETF (SHUS)

Syntax Stratified Total Market II ETF (SYII)

One Liberty Plaza, 46th Floor, New York, NY 10006

(212) 880-0200

__________, 2024

Dear Shareholder,

We are sending this material to you because you are a shareholder of one or more of the Syntax Stratified LargeCap ETF (SSPY), Syntax Stratified MidCap ETF (SMDY), Syntax Stratified SmallCap ETF (SSLY), Syntax Stratified U.S. Total Market ETF (SYUS), Syntax Stratified U.S. Total Market Hedged ETF (SHUS), or Syntax Stratified Total Market II ETF (SYII) (each, an “Acquired Fund” and collectively, the “Acquired Funds” or the “Syntax Funds”), each of which is a series of Syntax ETF Trust (the “Trust”). After careful consideration, Syntax Advisors, LLC (the “Adviser”), the investment adviser to each Acquired Fund, has recommended, and the Board of Trustees (the “Board”) of the Trust has approved, subject to shareholder approval, an Agreement and Plan of Reorganization (the “Plan”) that provides for the reorganization of each Acquired Fund with and into newly created series (each, an “Acquiring Fund” and together, the “Acquiring Funds”) of Exchange Listed Funds Trust (“ELFT”), each of which is managed by Exchange Traded Concepts, LLC (“ETC”). In connection with such approval, the Board has called a Joint Special Meeting of Shareholders for the Acquired Funds to consider the approval of the Plan (the “proposal”). Accordingly, you are cordially invited to a Joint Special Meeting of Shareholders (together with any postponements or continuations thereof, the “Special Meeting”) of each Acquired Fund, which will be held at [______] [a.m./p.m.], Eastern Time, at the offices of Exchange Traded Concepts, LLC, 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120 on [_________], 2024.

The Plan provides for the transfer of all of the assets of the applicable Acquired Fund to the corresponding Acquiring Fund in exchange for shares of that Acquiring Fund and the assumption of all of the liabilities of such Acquired Fund by the corresponding Acquiring Fund, and the distribution of the Acquiring Fund’s shares (and cash in lieu of any fractional shares) received by such Acquired Fund to its shareholders in complete liquidation of the Acquired Fund (each, a “Reorganization” and collectively, the “Reorganizations”). Each Acquired Fund and its corresponding Acquiring Fund are set forth in the table below.

If shareholders of an Acquired Fund approve the Plan, and certain other closing conditions are satisfied or waived:

The Adviser and the Board believe the Reorganization of the Acquired Funds is in the best interests of each Acquired Fund and its shareholders. The Reorganization of each Acquired Fund will provide its shareholders with the option to maintain investment methodology exposure to Syntax’s Stratified-Weight™ weighting methodology while access to ETC’s operating and distribution platforms will better position shareholders to benefit from the future growth of the Acquired Fund’s corresponding Acquiring Fund. Specifically, the Adviser and the Board believe becoming a part of the ETC operating platform, which currently offers and supports the operation of 58 ETFs, will increase operating efficiencies and decrease operating expenses for each Acquired Fund’s corresponding Acquiring Fund thereby creating the potential for improved Fund performance. The Adviser and the Board also expect that access to ETC’s well-established distribution platform should increase the opportunities for each Acquired Fund’s corresponding Acquiring Fund to attract additional investment, which also should position shareholders to potentially benefit from improved Fund performance and lower Fund fees and expenses. For those shareholders of the Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF, Syntax Stratified SmallCap ETF, Syntax Stratified U.S. Total Market ETF, and Syntax Stratified Total Market II ETF, the consolidation of the assets of each of those Acquired Funds into and with the ELFT’s Stratified LargeCap Index ETF is also expected to create more attractive investment and distribution opportunities for those investors and distribution platforms that require increased assets under management prior to investment and distribution, respectively.

If the Reorganizations are approved, each of Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF will be reorganized into the Stratified LargeCap Index ETF, which has the same contractual unitary management fee as the Acquired Funds, but does not have an expense limitation or fee waiver agreement in place, and is not expected to adopt such an arrangement. Syntax Stratified U.S. Total Market ETF and Syntax Stratified Total Market II ETF will also be reorganized into the Stratified LargeCap Index ETF, which has a lower contractual unitary management fee than the Acquired Funds, but, as stated above, does not have an expense limitation or fee waiver agreement in place, and is not expected to adopt such an arrangement. Syntax Stratified U.S. Total Market Hedged ETF will be reorganized into the Stratified LargeCap Hedged ETF, which has a lower contractual unitary management fee than the Acquired Fund, but does not have an expense limitation or fee waiver agreement in place, and is not expected to adopt such an arrangement. The proposed fees on a gross and net basis, before and after the Reorganization, are described in the following table.

As further explained in the enclosed Proxy Statement/Prospectus, the Reorganizations will be effected pursuant to the Plan. Pursuant to the Plan, each Acquired Fund will transfer all of its assets to the corresponding Acquiring Fund in exchange for the assumption of all liabilities of the Acquired Fund by the Acquiring Fund and shares of the Acquiring Fund having an aggregate net asset value (plus cash in lieu of fractional shares, if any) equal to the aggregate net asset value of the shares of the Acquired Fund on the closing date for the Reorganization. The shares of the corresponding Acquiring Fund will be distributed pro rata to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund. Holders of shares of an Acquired Fund will receive the number of shares of the Acquiring Fund (and cash in lieu of fractional shares, if any) equal in value to the aggregate net asset value of the shares of the Acquired Fund that the shareholder held immediately prior to the Reorganization.

The following Reorganizations are not expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). 

Accordingly, it is anticipated that the Reorganizations noted above will be taxable transactions, and that the Acquired Funds will recognize gain or loss, if any, in connection with the transfer of its assets to the Acquiring Fund, which may require the Acquired Fund to make taxable distributions to its shareholders. Further, a shareholder’s exchange of Acquired Fund shares for Acquiring Fund shares is expected to be a taxable event, unless the shareholders hold shares in a tax deferred account.  Each other Reorganization is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes, and an Acquired Fund’s shareholders are not expected to recognize any gain or loss upon receipt of Acquiring Fund shares in the Reorganization.

The enclosed Joint Proxy Statement and Prospectus describes the proposal in detail and compares each Acquired Fund to its corresponding Acquiring Fund. You should review these materials carefully and retain them for future reference.

After careful consideration of the proposed Reorganizations and the Plan, the Board, on behalf of each Acquired Fund, has unanimously approved and recommends that you vote “FOR” the proposal.

If you were a shareholder of record of an Acquired Fund as of the close of business on July 29, 2024, the record date for the Special Meeting, you are entitled to notice of, and to vote on, the proposal applicable to that Acquired Fund at the Special Meeting and at any adjournment thereof. The persons named as proxies will vote in their discretion on any other business that may properly come before the Special Meeting. Shareholders of each Acquired Fund will vote separately on the proposed Reorganization of their respective Acquired Fund, and a Reorganization will be effected as to a particular Acquired Fund only if that Fund’s shareholders approve the Reorganization and certain closing conditions are satisfied or waived. While you are, of course, welcome to join us at the Special Meeting, we expect that most shareholders will cast their votes by filling out, signing, and returning the enclosed proxy card. If you have any questions regarding the proposal to be voted on, please do not hesitate to call [ ].

Whether or not you are planning to attend the Special Meeting, we need your vote. Please submit your vote via the options listed on your proxy card. You can mark, sign and date the enclosed proxy card and promptly return it in the enclosed, postage-paid envelope so that the maximum number of shares may be voted. You should follow the enclosed instructions on your proxy card as to how to vote, which includes calling the toll-free number on your proxy card to vote by telephone. You may revoke your proxy before it is exercised at the Special Meeting, either by writing to the Secretary of the Trust at the address noted in the Joint Proxy Statement and Prospectus or in person at the time of the Special Meeting. A prior proxy vote can also be revoked by voting the proxy at a later date through the toll-free number or the Internet address listed in the enclosed voting instructions.

Thank you for taking the time to consider this important proposal and for your continuing investment in the Syntax Funds.

Sincerely,

SYNTAX ETF TRUST

Syntax Stratified LargeCap ETF (SSPY)

Syntax Stratified MidCap ETF (SMDY)

Syntax Stratified SmallCap ETF (SSLY)

Syntax Stratified U.S. Total Market ETF (SYUS)

Syntax Stratified U.S. Total Market Hedged ETF (SHUS)

Syntax Stratified Total Market II ETF (SYII)

One Liberty Plaza, 46th Floor, New York, NY 10006

(212) 880-0200

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD [           ], 2024

Syntax ETF Trust, a Delaware statutory trust (the “Trust”), will hold a Joint Special Meeting of Shareholders (the “Special Meeting”) of each of Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF, Syntax Stratified SmallCap ETF, Syntax Stratified U.S. Total Market ETF, Syntax Stratified U.S. Total Market Hedged ETF, and Syntax Stratified Total Market II ETF, each a series of the Trust (each, an “Acquired Fund” and collectively, the “Acquired Funds”), at [______] [a.m./p.m.], Eastern Time, at the offices of Exchange Traded Concepts, LLC, 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120 on [_________], 2024.

At the Special Meeting, you and the other shareholders of the Acquired Funds will be asked to consider and vote on the following proposal:

To approve an Agreement and Plan of Reorganization (the “Plan”) that provides for the reorganization of each Acquired Fund with and into a corresponding, newly established series of Exchange Listed Funds Trust (each, an “Acquiring Fund” and together, the “Acquiring Funds”) as set forth in the table below, with each reorganization consisting of: (i) the transfer of all of the assets of an Acquired Fund to its corresponding Acquiring Fund in exchange solely for shares of the Acquiring Fund and the Acquiring Fund’s assumption of all of the liabilities of the Acquired Fund and (ii) the distribution of Acquiring Fund shares (and cash in lieu of any fractional shares) to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund (each, a “Reorganization” and collectively, the “Reorganizations”).

If shareholders of an Acquired Fund approve the Plan, and certain other closing conditions are satisfied or waived, you will receive after the closing of the Reorganization (in accordance with the terms of the Plan) a number of shares of beneficial interest of the corresponding Acquiring Fund (and cash in lieu of any fractional shares) equal in value to the value of the shares of your Acquiring Fund held immediately prior to the Reorganization and become a shareholder of that Acquiring Fund. As described in greater detail in the enclosed Joint Proxy Statement and Prospectus, certain of the Acquired Funds’ investment objectives, investment strategies, and investment policies differ from those of their corresponding Acquiring Fund. You should read the Joint Proxy Statement and Prospectus, including the comparative information about the Acquired Funds and their corresponding Acquiring Fund, carefully.

The Board of Trustees of the Trust has unanimously approved and recommends that you cast your vote “FOR” the Plan and the Reorganization of your Acquired Fund as described in the Joint Proxy Statement and Prospectus.

Only shareholders of record of the Acquired Funds at the close of business on July 29, 2024, the record date for this Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting and at any adjournment thereof. The persons named as proxies will vote in their discretion on any other business that may properly come before the Special Meeting or any continuation thereof. Shareholders of each Acquired Fund will vote separately on the proposal of their respective Acquired Fund, and a Reorganization will be effected as to a particular Acquired Fund only if that Acquired Fund’s shareholders approve the Reorganization and certain closing conditions are satisfied or waived.

As a shareholder, you are asked to complete, date, and sign the enclosed proxy card(s) and return it (them) promptly in the envelope provided for that purpose. Your proxy card(s) also provides instructions for voting via telephone or the Internet if you wish to take advantage of these voting options. You may also elect to attend the Special Meeting either in person or by proxy. If you are unable to attend the Special Meeting in person, we urge you to authorize proxies to cast your votes, commonly referred to as “proxy voting”. Whether or not you expect to attend the Special Meeting, please submit your vote via the options listed on your proxy card. Your prompt voting by proxy will help assure a quorum at the Special Meeting.

Voting by proxy will not prevent you from voting your shares in person at the Special Meeting. You may revoke your proxy before it is exercised at the Special Meeting, either by writing to the Secretary of the Trust at the address noted in the Joint Proxy Statement and Prospectus or in person at the time of the Special Meeting. A prior proxy can also be revoked by voting your proxy at a later date through the toll-free number or the Internet website address listed in the enclosed voting instructions or submitting a later dated proxy card. We encourage you to review all of the important information contained in the Joint Proxy Statement and Prospectus before voting.

By Order of the Board of Trustees of Syntax ETF Trust

SYNTAX ETF TRUST

Syntax Stratified LargeCap ETF (SSPY)

Syntax Stratified MidCap ETF (SMDY)

Syntax Stratified SmallCap ETF (SSLY)

Syntax Stratified U.S. Total Market ETF (SYUS)

Syntax Stratified U.S. Total Market Hedged ETF (SHUS)

Syntax Stratified Total Market II ETF (SYII)

One Liberty Plaza, 46th Floor, New York, NY 10006

(212) 880-0200

QUESTIONS AND ANSWERS

YOUR VOTE IS VERY IMPORTANT!

For your convenience, we have provided you with a brief overview of the proposal to be voted on. We recommend that you read the entire Joint Proxy Statement and Prospectus, which contains additional information about the proposal, and retain it for future reference.

Proposal: To approve an Agreement and Plan of Reorganization (the “Plan”) that provides for the reorganization of each Acquired Fund with and into the corresponding, newly established series of Exchange Listed Funds Trust (each, an “Acquiring Fund” and together, the “Acquiring Funds”) as set forth in the table below, with each reorganization consisting of: (i) the transfer of all of the assets of an Acquired Fund to its corresponding Acquiring Fund in exchange solely for shares of the Acquiring Fund and the Acquiring Fund’s assumption of all of the liabilities of the Acquired Fund and (ii) the distribution of Acquiring Fund shares (and cash in lieu of any fractional shares) to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund (each, a “Reorganization” and collectively, the “Reorganizations”).

The Board has unanimously approved and recommends that you cast your vote “FOR” the Plan and the Reorganization of your Acquired Fund as described in the Joint Proxy Statement and Prospectus.

Among the reasons considered were:

While the Adviser will not be involved in the management of the Acquiring Funds, Syntax, the index provider for each index used by an Acquired Fund, will continue to serve as the Index Provider for the Syntax Stratified LargeCap Index (the “Index”), the index the performance of which the Stratified LargeCap Index ETF seeks to track and which also serves as a critical component of the principal investment strategy of the Stratified LargeCap Hedged ETF. Vantage Consulting Group Inc., which serves as an investment sub-adviser to each Acquired Fund, and Swan Global Investments, LLC, which serves as an investment sub-adviser to the Syntax Stratified U.S. Total Market Hedged ETF, will not be involved in the management of the Acquiring Funds.

ETC has received an exemptive order from the U.S. Securities and Exchange Commission (the “SEC”) which permits ETC to operate each Acquiring Fund under a “manager of managers” structure (the “Order”). The Order enables ETC, subject to the oversight of the ELFT Board of Trustees, to hire new sub-advisers and modify sub-advisory agreements with any existing or new sub-adviser without the approval of fund shareholders. Although ETC does not expect to engage a sub-adviser for either Acquiring Fund, the Order would permit ETC to engage one or more sub-advisers for the Acquiring Funds in the future without obtaining the approval of Acquiring Fund shareholders. The Order does not permit ETC to increase an Acquiring Fund’s overall management fee in connection with the hiring of a new sub-adviser, nor does it permit replacing ETC with another investment adviser without first obtaining shareholder approval.

The Reorganization of each other Acquired Fund (other than the Syntax Stratified MidCap ETF and the Syntax Stratified SmallCap ETF) is expected to constitute a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, none of the other Acquired Funds (other than the Syntax Stratified MidCap ETF and the Syntax Stratified SmallCap ETF) nor their shareholders are expected to recognize gain or loss for federal income tax purposes as a direct result of their respective Reorganization (except with respect to cash received by a shareholder in lieu of any fractional shares) and the aggregate tax basis of the Acquiring Fund shares that each shareholder receives in the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares that the shareholder surrendered in the Reorganization. As a condition to each non-taxable Reorganization, each Acquiring Fund and its corresponding Acquired Fund(s) will receive an opinion of counsel regarding the federal income tax consequences of the Reorganization.

If a shareholder chooses to sell their Acquired Fund shares prior to the Reorganization, such sale is likely to be a taxable event that may require the shareholder to recognize gain or loss, if any, for federal income tax purposes. Shareholders should consult their own tax advisers concerning the potential tax consequences of the Reorganization(s) to them, including foreign, state, and local tax consequences.

Each other Acquired Fund, except the Syntax Stratified LargeCap ETF (the Syntax Stratified U.S. Total Market ETF, Syntax Stratified Total Market II ETF, and Syntax Stratified U.S. Total Market Hedged ETF), expects to convert its holdings to securities aligned with its corresponding Acquiring Fund by utilizing cash creation orders and then investing that cash in securities comprising the Acquired Fund’s portfolio in advance of the Reorganization. These transfers are not expected to result in significant transaction costs. To the extent that further alignment to the strategy of the Acquiring Funds is necessary, following each Reorganization, an Acquiring Fund will purchase securities that make up its corresponding index, consistent with the Acquiring Fund’s principal investment strategies, and the Stratified LargeCap Hedged ETF will employ its own hedging overlay strategy instead of a third-party sub-adviser’s. No net capital gains are expected to be realized in connection with the repositioning of each Acquired Fund’s current portfolio.

In the event that shareholders of an Acquired Fund do not approve its Reorganization, the Acquired Fund would not be reorganized with and into its corresponding Acquiring Fund and the Board would consider potential courses of action and select the course of action it deems to be in the best interests of the affected Acquired Fund and its shareholders. Such courses of action may include (1) entering into an interim investment advisory agreement with ETC pursuant to which ETC may serve as the investment adviser to the Acquiring Fund for a period not to exceed 150 days following the termination of the current advisory agreement(s) in anticipation of receiving Acquired Fund shareholder approval during that period, or (2) the liquidation and dissolution of the Acquired Fund.

If a quorum of shareholders of an Acquired Fund is not present at the Special Meeting, or if a quorum is present but sufficient votes to approve the proposal described in this Joint Proxy Statement and Prospectus are not received, the persons named as proxies may, but are under no obligation to, propose one or more adjournments of the Special Meeting of the Acquired Fund to permit further solicitation of proxies. Any business that might have been transacted at the Special Meeting with respect to the Acquired Fund may be transacted at any such adjourned session(s) at which a quorum is present.

Whichever method you choose, please take the time to carefully read the enclosed Joint Proxy Statement and Prospectus in full before you vote.

IMPORTANT INFORMATION FOR SHAREHOLDERS OF

Syntax Stratified LargeCap ETF (SSPY)

Syntax Stratified MidCap ETF (SMDY)

Syntax Stratified SmallCap ETF (SSLY)

Syntax Stratified U.S. Total Market ETF (SYUS)

Syntax Stratified U.S. Total Market Hedged ETF (SHUS)

Syntax Stratified Total Market II ETF (SYII)

This document contains a Joint Proxy Statement and Prospectus and is accompanied by a proxy card with the proposal to be voted upon. A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how to vote on your behalf on an important issue relating to your Fund. If you complete and sign the proxy card and return it to us in a timely manner (or tell us how you want to vote by phone or via the Internet), we’ll vote exactly as you tell us. If you simply sign and return the proxy card without indicating how you wish to vote, we’ll vote it in favor of the proposal with respect to your Fund.

We urge you to carefully review the Joint Proxy Statement and Prospectus and to vote the proposal by completing and signing your proxy card and returning it to us by mail, by phone, or via the Internet. Your prompt return of the enclosed proxy card (or vote by phone or via the Internet) may save the necessity and expense of further solicitations.

If you have any questions, please call [             ], the proxy solicitor for the Syntax Funds, at the special toll-free number we have set up for you: [               ].

The information contained in this Joint Proxy Statement and Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This Joint Proxy Statement and Prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED [           ], 2024

For the Reorganization of

SYNTAX ETF TRUST

Syntax Stratified LargeCap ETF

Syntax Stratified MidCap ETF

Syntax Stratified SmallCap ETF

Syntax Stratified U.S. Total Market ETF

Syntax Stratified U.S. Total Market Hedged ETF

Syntax Stratified Total Market II ETF

(each, a “Acquired Fund” and collectively, the “Acquired Funds”)

INTO

EXCHANGE LISTED FUNDS TRUST

Stratified LargeCap Index ETF

Stratified LargeCap Hedged ETF

(each, a “Acquiring Fund” and collectively, the “Acquiring Funds”)

JOINT PROXY STATEMENT AND PROSPECTUS

[__________], 2024

This Joint Proxy Statement and Prospectus (the “Proxy Statement”) is being sent to you in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Syntax ETF Trust (the “Trust”) for use at a Joint Special Meeting of Shareholders (the “Special Meeting”) for each Acquired Fund listed above to be held at the offices of Exchange Traded Concepts, LLC, 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120, on [ ], 2024, at [ ] [a.m./p.m.], Eastern Time. At the Special Meeting, you and the other shareholders of the Acquired Funds will be asked to consider and vote upon the following proposal:

To approve an Agreement and Plan of Reorganization (the “Plan”) that provides for the reorganization of each Acquired Fund with and into the corresponding, newly established series of Exchange Listed Funds Trust (each, an “Acquiring Fund” and together, the “Acquiring Funds”) as set forth in the table below, with each reorganization consisting of: (i) the transfer of all of the assets of an Acquired Fund to its corresponding Acquiring Fund in exchange solely for shares of the Acquiring Fund and the Acquiring Fund’s assumption of all of the liabilities of the Acquired Fund and (ii) the distribution of Acquiring Fund shares (and cash in lieu of any fractional shares) to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund (each, a “Reorganization” and collectively, the “Reorganizations”).

A form of the Plan is attached to this Proxy Statement in Appendix A.

Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to the Trust, in person at the time of the Special Meeting, by voting the proxy at a later date through the toll-free number or through the Internet address listed in the enclosed voting instructions or by submitting a later dated proxy card. If your shares are held in the name of a brokerage firm, bank, nominee or other institution, you should provide instructions to your broker, bank, nominee or other institution on how to vote your shares. If you hold your shares in the name of a brokerage firm, bank, nominee or other institution, you must provide a legal proxy from that institution in order to vote your shares in person at the Special Meeting.

If approved and completed, each proposed Reorganization would result in shareholders of the applicable Acquired Fund receiving a number of Acquiring Fund shares representing an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund shares held immediately prior to the closing of the Reorganization, with cash being distributed in lieu of any fractional shares of the Acquiring Fund. In the event that shareholders of an Acquired Fund do not approve the applicable Reorganization, the Board of such Acquired Fund may take such actions as it deems in the best interests of the Acquired Fund, including conducting additional solicitations with respect to the Reorganization proposal, entering into an interim advisory agreement with ETC, or liquidating the Acquired Fund. The closing of one Reorganization is not contingent on the closing of any other Reorganization.

The Board has unanimously determined that the Reorganization of each Acquired Fund is in the best interests of the Acquired Fund and its shareholders, and the Board unanimously recommends that you vote FOR the Proposal applicable to your Fund.

This Proxy Statement explains concisely what you should know before voting on the Proposal or investing in the Acquiring Funds. Please read it carefully and keep it for future reference.

The enclosed proxy cards and this Proxy Statement are first being sent to shareholders of the Acquired Funds on or about [ ], 2024. Acquired Fund shareholders of record as of the close of business on [ ] are entitled to notice of and to vote at the Special Meeting and any continuation or postponement thereof.

The securities offered by this Proxy Statement has not been approved or disapproved by the Securities and Exchange Commission (the “SEC”), nor has the SEC passed upon the accuracy or adequacy of this Proxy Statement. Any representation to the contrary is a criminal offense.

The Acquiring Funds will list and trade their shares on NYSE Arca, Inc. (“NYSE Arca”). Shares of the Acquiring Fund are not redeemable individually and therefore liquidity for individual shareholders of the Acquiring Fund will be realized only through a sale on any national securities exchange on which the shares are traded at market prices that may differ to some degree from the net asset value of the Acquiring Fund shares.

The following documents have been filed with the SEC and are incorporated by reference in this Proxy Statement:

The Acquiring Funds have not yet commenced operations as of the date of this Proxy Statement, no annual or semi-annual report is available for the Acquiring Funds at this time.

Copies of these materials and other information about the Trust and the Acquired Funds are available upon request and without charge by writing to the address below or by calling the telephone number listed as follows:

Syntax ETF Trust

c/o Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, Maine 04101

(212) 880-0200

www.syntaxadvisors.com

Table of Contents

You are being asked to vote at the Special Meeting to approve the Reorganization of your Acquired Fund(s) into its corresponding Acquiring Fund. Specifically, you are being asked to consider and approve the Plan, pursuant to which the assets and liabilities of your Acquired Fund(s) will be transferred to its corresponding Acquiring Fund, and shareholders of each Acquired Fund will become shareholders of its corresponding Acquiring Fund. The Acquired Funds and Acquiring Funds are each sometimes referred to herein as a “Fund” and, collectively, as the “Funds.”

The Board of Syntax ETF Trust, on behalf of the Acquired Funds, including the trustees who are not “interested persons” of the Trust as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), unanimously approved each proposed Reorganization, including the applicable Plan, at a meeting of the Board held on February 7, 2024. A form of the Plan is attached to this Proxy Statement as Exhibit A. If the shareholders of an Acquired Fund approve the Proposal, the Acquired Fund will reorganize into the corresponding Acquiring Fund, pursuant to which the Acquired Fund would (i) transfer all of its assets to the Acquiring Fund in exchange solely for newly issued shares of the Acquiring Fund and the Acquiring Fund’s assumption of all of the liabilities of the Acquired Fund, and (ii) immediately distribute such newly issued shares of the Acquiring Fund to the Acquired Fund shareholders. In connection with the Reorganization, the Acquiring Fund will issue to the corresponding Acquired Fund’s shareholders book entry interests for the shares of the Acquiring Fund registered in a “street name” brokerage account held for the benefit of such shareholders. Shareholders of the Acquired Fund will receive a number of corresponding Acquiring Fund shares equal in value to the aggregate net asset value of the Acquired Fund shares held as of the Valuation Time. Like shares of the Acquired Funds, shares of the Acquiring Funds are not deposits or obligations of, or guaranteed or endorsed by, any financial institution, are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency, and involve risk, including the possible loss of the principal amount invested.

On January 15, 2024 the Adviser and Exchange Traded Concepts, LLC (“ETC”) the investment advisor of the Acquiring Funds, entered into a nonbinding agreement whereby the Adviser agreed for ETC to reorganize and consolidate the Acquired Funds to ETC and ELFT. The parent of the Adviser will receive payments from ETC, which will be made by ETC from its own resources and not by the Acquiring Funds or their shareholders, after the completion of the Reorganizations. ETC currently manages other exchange-traded funds that are investment portfolios of ELFT and under other trusts, and ETC wishes to reorganize the Acquired Funds into the ETC family of funds. To effectuate this, the Board of Trustees of the Trust (the “Board”) has approved the Reorganization of each Acquired Fund, pursuant to the applicable Reorganization Agreement. In order to implement each Reorganization, ELFT has established the Acquiring Fund as newly organized funds that will commence operations upon the closing of the Reorganization of the corresponding Acquired Fund. Each Acquiring Fund will be managed by ETC. While the Syntax Stratified LargeCap ETF is expected to have substantially similar principal investment strategies, policies and risks as its corresponding Acquiring Fund, the principal investment strategies, policies and risks for each of the Syntax Stratified MidCap ETF, Syntax Stratified SmallCap ETF, Syntax Stratified U.S. Total Market ETF, Syntax Stratified U.S. Total Market Hedged ETF and Syntax Stratified Total Market II ETF are expected to change as a result of the Reorganizations.

Each Reorganization Agreement will provide for the transfer of all of the assets of the applicable Acquired Fund to the corresponding Acquiring Fund in exchange for shares of that Acquiring Fund and the assumption of all of the liabilities of such Acquired Fund by the corresponding Acquiring Fund, and the distribution of the Acquiring Fund’s shares received by such Acquired Fund to its shareholders in complete liquidation of the Acquired Fund as follows:

Each Acquired Fund’s current portfolio (except for the Syntax Stratified LargeCap ETF) will undergo repositioning in connection with the Reorganization, if approved by shareholders. These expected changes are described in the chart below:

Each Acquired Fund, except the Syntax Stratified LargeCap ETF, expects to convert its holdings to securities aligned with its corresponding Acquiring Fund by utilizing cash creation orders and then investing that cash in securities comprising the Acquired Fund’s portfolio in advance of the Reorganization. These transfers are not expected to result in significant transaction costs. To the extent that further alignment to the strategy of the Acquiring Funds is necessary, following each Reorganization, an Acquiring Fund will purchase securities that make up its corresponding index, consistent with the Acquiring Fund’s principal investment strategies, and the Stratified LargeCap Hedged ETF will employ its own hedging overlay strategy instead of a third-party sub-adviser’s. No net capital gains are expected to be realized in connection with the repositioning of each Acquired Fund’s current portfolio.

The Trust is a multiple series trust that offers six portfolios managed by the Adviser. As of May 30, 2024, the Trust had approximately $144 million in assets. ELFT is a multiple series trust that offers a number of portfolios managed by ETC and/or sub-advisors. As of May 30, 2024, ELFT consisted of 10 open-end funds representing approximately $797 million in assets. ELFT is not affiliated with the Trust or the Adviser. The Trust and ELFT have different Boards of Trustees. Custody, administration, accounting and distribution services (“Third Party Service Arrangements”) are provided to the Trust and ELFT by the following:

Certain of the Reorganizations will be taxable events. The Reorganization of the Syntax Stratified MidCap ETF and the Syntax Stratified SmallCap ETF are not expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, it is anticipated that the Reorganization of these Acquired Funds will be taxable transactions, and that the Acquired Funds are expected to recognize gain or loss, if any, in connection with the transfer of its assets to the Acquiring Fund, which may require the Acquired Fund to make taxable distributions to its shareholders. Further, a shareholder’s exchange of Acquired Fund shares for Acquiring Fund shares is expected to be a taxable event with the exception of shareholders who hold shares in a tax deferred account.

Each other Reorganization is expected to constitute a “reorganization” within the meaning of Section 368(a) of the Code, and generally is not expected to result in recognition of gain or loss by the applicable Acquired Fund or its shareholders for federal income tax purposes. As a condition to each nontaxable Reorganization, the applicable Acquiring Fund and corresponding Acquired Fund will receive an opinion of counsel regarding the federal income tax consequences of the Reorganization. If a shareholder chooses to sell Acquired Fund shares prior to the Reorganization, the shareholder will likely recognize gain or loss for federal income tax purposes. Shareholders should consult their own tax advisers concerning the potential tax consequences of the Reorganization(s) to them, including foreign, state and local tax consequences.

Furthermore, the Acquired Funds will not pay for the costs of the Reorganization and the Special Meeting. The Adviser will bear the costs associated with each Reorganization, Special Meeting, and solicitation of proxies, including the expenses associated with preparing and filing the registration statement that includes this Proxy Statement and the cost of copying, printing and mailing proxy materials. In addition to solicitations by mail, the Adviser may also solicit proxies, without special compensation, by telephone or otherwise.

This section provides a comparison of each Acquired Fund’s and Acquiring Fund’s (1) fees and expenses (only pro forma information is provided for each Acquiring Fund because each Acquiring Fund will not commence operations until the applicable Reorganization is completed, and the pro forma information is based on the average net assets of the corresponding Acquired Fund as of December 31, 2023); (2) investment objectives; (3) principal investment strategies; and (4) principal risks.

As shown in more detail below, with the exception of the Syntax Stratified LargeCap ETF, the investment objectives, principal investment strategies, and principal risks of each Acquired Fund differ from those of its corresponding Acquiring Fund. Each of the Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF (together, the “Syntax Index Funds”) are passively managed index funds. Each of the Syntax Stratified U.S. Total Market ETF, Syntax Stratified U.S. Total Market Hedged ETF, and Syntax Stratified Total Market II ETF are actively managed funds that operate as fund-of-funds and invest in the Syntax Index Funds (the “Syntax Fund-of-Funds”).

If the Reorganizations are approved, the Syntax Stratified LargeCap ETF is expected to be reorganized into the Stratified LargeCap Index ETF, will be the sole surviving passively managed fund and will utilize a substantially similar investment strategy to its Acquired Fund. The Syntax Stratified U.S. Total Market Hedged ETF is expected to be reorganized into the Stratified LargeCap Hedged ETF and will be the sole surviving actively managed fund, except that it will no longer operate in a similar manner to the Syntax Fund-of-Funds because not all of the Syntax Index Fund will exist as underlying investment options. To streamline the resulting product line post-Reorganization, it is proposed that Stratified LargeCap Hedged ETF, the Acquiring Fund proposed to acquire Syntax Stratified U.S. Total Market Hedged ETF, adopt an investment strategy that will result in the equity component of the fund being invested in large capitalization companies aligned with the Syntax Stratified LargeCap Index instead of a strategy that seeks to provide exposure to the entire U.S. equity market universe. This is proposed for two reasons. First, unlike the Syntax Index ETFs, each of which tracks an index composed of equity securities of a discreet capitalization segment (small, mid and large) of the U.S. equity universe, Syntax does not presently manage an ETF that tracks an index composed of equity securities comprising the entire U.S. equity market universe. Syntax Stratified Total Market Hedged ETF follows an index composed of constituents that are not equity securities, but are instead ETFs that themselves provide exposure to equity securities – the Syntax Index ETFs. Accordingly, such fund’s index would require substantial modification to be able to be utilized post-Reorganization. Second, utilizing a similar approach – and seeking to provide exposure to the entire U.S. equity universe – would still result in 85% of Syntax Stratified U.S. Total Market Hedged ETF’s equity exposure being aligned with the constituents of the Syntax Stratified Large Cap Index, but would also require allocating the remaining 15% of the fund’s portfolio across the approximately 1000 equity positions comprising the underlying positions of Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF, based on the current weightings. The resulting simplified Acquiring Fund product line will reflect a Stratified LargeCap Index ETF as a substantially similar investment to the Syntax Stratified LargeCap ETF, and a hedged variant of the same in the Stratified LargeCap Hedged ETF.

If the Reorganizations are approved, each of Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF will be reorganized into the Stratified LargeCap Index ETF. Each of these Acquired Funds will remain passively managed funds as they will be reorganized into an Acquiring Fund that is also passively managed. Each of Syntax Stratified U.S. Total Market ETF and Syntax Stratified U.S. Total Market II ETF will be reorganized into the Stratified LargeCap Index ETF. Each of these Acquired Funds will be reorganized from actively managed funds to a passively managed fund. Syntax Stratified U.S. Total Market Hedged ETF, an actively managed fund, will be reorganized into another actively managed fund.

In comparing the risks of the Acquired Funds and the Acquiring Funds, due to the differences in investment strategies, the principal risks associated with investment in each Acquired Fund and Acquiring Fund may be different. Therefore, the risk profile of an Acquired Fund and its corresponding Acquiring Fund are different, as certain principal risks associated with one Fund may not be applicable to the other. In particular, three of the Acquired Funds, the Syntax Index Funds (Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF) are passively managed and track un underlying index of securities. The other three Acquired Funds are the Syntax Fund-of-Funds, which are actively managed funds that currently follow strategies that cause them to invest in the underlying Syntax Index Funds, with the Syntax Stratified U.S. Total Market Hedged ETF also employing the use of derivatives to hedge its portfolio against downside risk. As the Proposed Reorganizations will cause certain actively managed Syntax Fund-of-Funds to adopt a new passively managed strategy, the principal risks relating to those particular features will change as well.

Fees and Expenses

The table below describes the fees and expenses you may pay if you buy, hold and sell shares of the Acquired Fund. As the Acquiring Fund has not yet commenced operations as of the date of this Proxy Statement, the “Other Expenses” shown for the Acquiring Fund are estimated. Investors may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Example

The following example is intended to help you compare the costs of investing in the shares of the Acquiring Fund on a pro forma basis following the Reorganization with the costs of investing in the Acquired Fund. An investor would pay the following expenses on a $10,000 investment that is held for the time periods provided in the table, assuming that all dividends and other distributions are reinvested and that operating expenses remain the same. The example also assumes a 5% annual return and that the Fund’s operating expenses remain the same. The example should not be considered a representation of future expenses or returns. Actual expenses may be greater or lesser than those shown.

Comparison of Investment Objectives

The Acquired Fund’s investment objective is fundamental and may only be changed with shareholder approval. The Acquiring Fund’s investment objective is non-fundamental and may be changed by the ELFT Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders.

Comparison of Principal Investment Strategies

Comparison of Principal Investment Risks

As with all funds, a shareholder is subject to the risk that his or her investment could lose money. An investment in each of the Acquired Fund and the Acquiring Fund is not a bank deposit and is not insured or guaranteed by the FDIC or any government agency. The principal risks affecting shareholders’ investments in a Fund, either directly or through its investments in an ETF, are set forth below in alphabetical order.

Fees and Expenses

The table below describes the fees and expenses you may pay if you buy, hold and sell shares of the Acquired Fund. As the Acquiring Fund has not yet commenced operations as of the date of this Proxy Statement, the “Other Expenses” shown for the Acquiring Fund are estimated. Investors may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Example

The following example is intended to help you compare the costs of investing in the shares of the Acquiring Fund on a pro forma basis following the Reorganization with the costs of investing in the Acquired Fund. An investor would pay the following expenses on a $10,000 investment that is held for the time periods provided in the table, assuming that all dividends and other distributions are reinvested and that operating expenses remain the same. The example also assumes a 5% annual return and that the Fund’s operating expenses remain the same. The example should not be considered a representation of future expenses or returns. Actual expenses may be greater or lesser than those shown.

Comparison of Investment Objectives

The Acquired Fund’s investment objective is -fundamental and may only be changed with shareholder approval. The Acquiring Fund’s investment objective is non-fundamental and may be changed by the ELFT Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders.

Comparison of Principal Investment Strategies

Comparison of Principal Investment Risks

As with all funds, a shareholder is subject to the risk that his or her investment could lose money. An investment in each of the Acquired Fund and the Acquiring Fund is not a bank deposit and is not insured or guaranteed by the FDIC or any government agency. The principal risks affecting shareholders’ investments in a Fund, either directly or through its investments in an ETF, are set forth below in alphabetical order.

Fees and Expenses

The table below describes the fees and expenses you may pay if you buy, hold and sell shares of the Acquired Fund. As the Acquiring Fund has not yet commenced operations as of the date of this Proxy Statement, the “Other Expenses” shown for the Acquiring Fund are estimated. Investors may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Example

The following example is intended to help you compare the costs of investing in the shares of the Acquiring Fund on a pro forma basis following the Reorganization with the costs of investing in the Acquired Fund. An investor would pay the following expenses on a $10,000 investment that is held for the time periods provided in the table, assuming that all dividends and other distributions are reinvested and that operating expenses remain the same. The example also assumes a 5% annual return and that the Fund’s operating expenses remain the same. The example should not be considered a representation of future expenses or returns. Actual expenses may be greater or lesser than those shown.

Comparison of Investment Objectives

The Acquired Fund’s investment objective is fundamental and may only be changed with shareholder approval. The Acquiring Fund’s investment objective is non-fundamental and may be changed by the ELFT Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders.

Comparison of Principal Investment Strategies

Comparison of Principal Investment Risks

As with all funds, a shareholder is subject to the risk that his or her investment could lose money. An investment in each of the Acquired Fund and the Acquiring Fund is not a bank deposit and is not insured or guaranteed by the FDIC or any government agency. The principal risks affecting shareholders’ investments in a Fund, either directly or through its investments in an ETF, are set forth below in alphabetical order.

Fees and Expenses

The table below describes the fees and expenses you may pay if you buy, hold and sell shares of the Acquired Fund. As the Acquiring Fund has not yet commenced operations as of the date of this Proxy Statement, the “Other Expenses” shown for the Acquiring Fund are estimated. Investors may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Example

The following example is intended to help you compare the costs of investing in the shares of the Acquiring Fund on a pro forma basis following the Reorganization with the costs of investing in the Acquired Fund. An investor would pay the following expenses on a $10,000 investment that is held for the time periods provided in the table, assuming that all dividends and other distributions are reinvested and that operating expenses remain the same. The example also assumes a 5% annual return and that the Fund’s operating expenses remain the same. The example should not be considered a representation of future expenses or returns. Actual expenses may be greater or lesser than those shown.

Comparison of Investment Objectives

The Acquired Fund’s investment objective is fundamental and may only be changed with shareholder approval. The Acquiring Fund’s investment objective is non-fundamental and may be changed by the ELFT Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders.

Comparison of Principal Investment Strategies

Comparison of Principal Investment Risks

As with all funds, a shareholder is subject to the risk that his or her investment could lose money. An investment in each of the Acquired Fund and the Acquiring Fund is not a bank deposit and is not insured or guaranteed by the FDIC or any government agency. The principal risks affecting shareholders’ investments in a Fund, either directly or through its investments in an ETF, are set forth below in alphabetical order.

Fees and Expenses

The table below describes the fees and expenses you may pay if you buy, hold and sell shares of the Acquired Fund. As the Acquiring Fund has not yet commenced operations as of the date of this Proxy Statement, the “Other Expenses” shown for the Acquiring Fund are estimated. Investors may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Example

The following example is intended to help you compare the costs of investing in the shares of the Acquiring Fund on a pro forma basis following the Reorganization with the costs of investing in the Acquired Fund. An investor would pay the following expenses on a $10,000 investment that is held for the time periods provided in the table, assuming that all dividends and other distributions are reinvested and that operating expenses remain the same. The example also assumes a 5% annual return and that the Fund’s operating expenses remain the same. The example should not be considered a representation of future expenses or returns. Actual expenses may be greater or lesser than those shown.

Comparison of Investment Objectives

The Acquired Fund’s investment objective is fundamental and may only be changed with shareholder approval. The Acquiring Fund’s investment objective is non-fundamental and may be changed by the ELFT Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders.

Comparison of Investment Strategies

Comparison of Principal Investment Risks

As with all funds, a shareholder is subject to the risk that his or her investment could lose money. An investment in each of the Acquired Fund and the Acquiring Fund is not a bank deposit and is not insured or guaranteed by the FDIC or any government agency. The principal risks affecting shareholders’ investments in a Fund, either directly or through its investments in an ETF, are set forth below in alphabetical order.

Fees and Expenses

The table below describes the fees and expenses you may pay if you buy, hold and sell shares of the Acquired Fund. As the Acquiring Fund has not yet commenced operations as of the date of this Proxy Statement, the “Other Expenses” shown for the Acquiring Fund are estimated. Investors may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Example

The following example is intended to help you compare the costs of investing in the shares of the Acquiring Fund on a pro forma basis following the Reorganization with the costs of investing in the Acquired Fund. An investor would pay the following expenses on a $10,000 investment that is held for the time periods provided in the table, assuming that all dividends and other distributions are reinvested and that operating expenses remain the same. The example also assumes a 5% annual return and that the Fund’s operating expenses remain the same. The example should not be considered a representation of future expenses or returns. Actual expenses may be greater or lesser than those shown.

Comparison of Investment Objectives

The Acquired Fund’s investment objective is fundamental and may only be changed with shareholder approval. The Acquiring Fund’s investment objective is non-fundamental and may be changed by the ELFT Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders.

Comparison of Principal Investment Strategies

Comparison of Principal Investment Risks

As with all funds, a shareholder is subject to the risk that his or her investment could lose money. An investment in each of the Acquired Fund and the Acquiring Fund is not a bank deposit and is not insured or guaranteed by the FDIC or any government agency. The principal risks affecting shareholders’ investments in a Fund, either directly or through its investments in an ETF, are set forth below in alphabetical order.

Each Acquired Fund and Acquiring Fund pays transaction costs, such as commissions, when buying and selling securities or derivatives instruments (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the Example, affect the Funds’ performance. The table below reflects each Acquired Fund’s portfolio turnover rate as a percentage of the average value of its portfolio for the year ended December 31, 2023.

The fundamental and non-fundamental investment limitations and restrictions, of the Acquired Funds and the Acquiring Fund are set forth in the table below. As shown below, the fundamental investment restrictions of the Acquired Funds differ from those of the Acquiring Funds. There are only two Acquiring Funds, the Stratified LargeCap Index ETF and Stratified LargeCap Hedged ETF, and so certain of the fundamental or non-fundamental limitations will not apply to the corresponding Acquiring Fund. The fundamental limitations may only be amended with shareholder approval.

Investment Advisory Agreements

Syntax Advisors, LLC (the “Adviser”) serves as the investment adviser to the Acquired Funds pursuant to an investment advisory agreement (the “Investment Advisory Agreement”) with the Trust. The Investment Advisory Agreement between the Trust and the Adviser describes the services the Adviser provides to the Acquired Funds, which generally include reviewing, supervising, and administering the investment program of the Acquired Funds. In addition, as the Acquired Funds’ investment advisor, the Adviser has the ability to delegate day-to-day portfolio management responsibilities to one or more sub-advisors, and in that connection is responsible for making recommendations to the Board with respect to hiring, termination and replacement of any sub-adviser of an Acquired Fund.

Pursuant to the Investment Advisory Agreement between the Adviser and the Trust, on behalf of the Acquired Funds, the Adviser currently receives an annual unitary management fee for each Fund as shown in the table below. The Adviser agrees to pay all expenses of the Trust, except for: (i) interest expense, (ii) taxes, (iii) acquired fund fees and expenses, (iv) brokerage expenses and other expenses (such as stamp taxes) connected with the execution of portfolio transactions or in connection with creation and redemption transactions, (v) expenses associated with shareholder meetings, (vi) compensation and expenses of the Independent Trustees, (vii) compensation and expenses of the Trust’s chief compliance officer and his or her staff, (viii) distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, (ix) legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith, (x) extraordinary expenses of the Fund and (xi) fees payable to the Advisor.

The Investment Advisory Agreement may be terminated by (a) the Trust, at any time and without the payment of any penalty, upon sixty (60) days written notice of a decision to terminate this Agreement by (i) the Trust’s trustees; or (ii) the vote of a majority of the outstanding voting securities of the Acquired Funds; (b) immediately terminate in the event of its assignment (within the meaning of the 1940 Act and the rules promulgated thereunder); and (c) by the Adviser, at any time and without the payment of any penalty, upon sixty (60) days’ written notice to the Trust and the Acquired Funds.

The Investment Advisory Agreement provides that the Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or a Fund in connection with the matters to which the Advisory Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, the Advisory Agreement. It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust’s registration statement under the 1940 Act or the Securities Act of 1933, as amended (“1933 Act”), except for information supplied by the Advisor for inclusion therein. The Trust agrees to indemnify the Advisor to the full extent permitted by the Trust's Declaration of Trust.

The Adviser has also contractually agreed to pay, waive or absorb the ordinary operating expenses of the Funds (except any (i) interest expense, (ii) taxes, (iii) acquired fund fees and expenses, (iv) brokerage expenses and other expenses (such as stamp taxes) connected with the execution of portfolio transactions or in connection with creation and redemption transactions, (v) expenses associated with shareholder meetings, (vi) compensation and expenses of the Independent Trustees, (vii) compensation and expenses of the Trust’s chief compliance officer and his or her staff, (viii) distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, (ix) legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith, (x) extraordinary expenses of the Fund (collectively, “Excluded Expenses”)) which exceed the aggregate per annum rate listed on Schedule A of the Expense Limitation and Reimbursement Agreement of the Fund’s average daily net assets (“Expense Cap”). Fee waivers and expense reimbursements are subject to possible recoupment from the Acquired 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 foregoing expense limits or the expense limits in place at the time of recoupment. The following are the unitary management fee rates under the Advisory Agreement and current Expense Caps pursuant to the Expense Limitation and Reimbursement Agreement:

Similar to the current Investment Advisory Agreement between the Trust and the Adviser, the new investment advisory agreement between ELFT and ETC (the “ETC Advisory Agreement”) describes the services ETC will provide to the Acquiring Funds, which are similar to the services currently provided by the Adviser to the Acquired Funds. In addition, as the Acquiring Funds’ investment advisor, ETC has the ability to delegate day-to-day portfolio management responsibilities to one or more sub-advisers, and in that connection will be responsible for making recommendations to the Board of Trustees of ELFT (the “ELFT Board”) with respect to hiring, termination and replacement of any sub-advisor of the Acquiring Funds.

Under the terms of the ETC Advisory Agreement, ETC will indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of ETC’s willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement. The ETC Advisory Agreement may be terminated (x) by the ELFT Trust by the vote of (i) the ELFT Trust’s Board or (ii) a majority of the outstanding voting securities of the Acquiring Fund, or (y) by ETC on not more than 60 days’ nor less than 30 days’ written notice. In addition, the ETC Advisory Agreement will terminate automatically in the event of its assignment. Pursuant to the terms of the ETC Advisory Agreement, ETC receives a unitary management fee from the Acquiring Fund at an annual rate equal to the Acquiring Fund’s average annual daily net assets as described below. In addition, pursuant to the terms of the ETC Advisory Agreement, ETC pays all expenses incurred by an Acquiring Fund except for the advisory fee, interest, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses paid by the Acquiring Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.

Pursuant to the ETC Advisory Agreement, ETC will receive an annual unitary management fee set forth in the table below. Each Acquired Fund, except for the Syntax Stratified U.S. Total Market Hedged ETF, will be reorganized into the Stratified LargeCap Index ETF. The Syntax Stratified U.S. Total Market Hedged ETF will be reorganized into the Stratified LargeCap Hedged ETF.

ETC is not proposing to subject the Acquiring Funds to an additional Expense Limitation Agreement following the Reorganizations.

If the Reorganizations are approved by the shareholders of the Acquired Fund(s), the ETC Investment Advisory Agreement would continue in force with respect to the Acquiring Fund for a period of two years after the effective date of the ETC Investment Advisory Agreement, unless sooner terminated as provided in the ETC Investment Advisory Agreement. The ETC Investment Advisory Agreement would continue in force from year to year thereafter with respect to the Acquiring Fund so long as it is specifically approved at least annually in the manner required by the 1940 Act.

A discussion summarizing the basis of the ELFT Board’s approval of the ETC Advisory Agreement will be included in each Acquiring Fund’s annual report for the period ended December 31, 2024.

Currently, Vantage Consulting Group Inc. (“Vantage”) serves as the investment sub-adviser to each Acquired Fund and Swan Global Investments, LLC (“Swan”) serves as the options sub-adviser to the Syntax Stratified U.S. Total Market Hedged ETF, pursuant to investment sub-advisory agreements with the Adviser. ETC is not proposing to engage an investment sub-adviser to manage any assets of the Acquiring Funds upon the close of the Reorganizations.

Distributions and Dividend Reinvestment Plan

The Funds distribute their net investment income annually and their net realized capital gains at least annually, if any. The Funds have not established dividend reinvestment plans, but dividends may be reinvested automatically in additional shares if the broker through whom you hold such shares makes this option available. Such shares will generally be reinvested by the broker based upon the market price of those shares and investors may be subject to brokerage commissions charged by the broker.

Purchase and Redemption Procedures

Each of the Acquired Funds and the Acquiring Funds issue and redeem shares on a continuous basis, at net asset value, only in large, specified blocks of Shares (each, a “Creation Unit”). The shares of the Acquired Funds and the Acquiring Funds are generally not individually redeemable securities, except when aggregated as Creation Units. Shares of the Acquired Funds are listed and traded on the NYSE Arca, Inc. and shares of the Acquiring Funds will also be listed and traded on the NYSE Arca, Inc. Individual shares of the Acquired Funds and the Acquiring Funds may only be purchased and sold on the secondary market through a broker-dealer. Since shares of each Acquired Fund and Acquiring Fund trade on securities exchanges in the secondary market at their market price rather than their net asset value, a Fund’s shares may trade at a price greater than (premium) or less than (discount) the Fund’s net asset value. An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of an Acquired Fund or Acquiring Fund (bid) and the lowest price a seller is willing to accept for shares of an Acquired Fund or Acquiring Fund (ask) when buying or selling shares in the secondary market (the “bid-ask spread”).

With respect to the Acquired Funds, recent information, including each Fund’s net asset value, market price, premiums and discounts, and bid-ask spreads, is available online at www.syntaxadvisors.com. Following the Reorganization, this information with respect to the Acquiring Funds will be available at [                ].

Distribution Plans

The Board of the Trust has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Distribution and Service Plan, the Acquired Funds are authorized to pay an amount up to 0.25% of its average daily net assets each year for certain distribution-related activities and shareholder services. No Rule 12b-1 fees are currently paid by the Acquired Funds, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, because the fees are paid out of Acquired Fund assets, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

The Board of ELFT has also adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. In accordance with its Rule 12b-1 plan, the Acquiring Funds are authorized to pay an amount up to 0.25% of its average daily net assets each year to reimburse the distributor for amounts expended to finance activities primarily intended to result in the sale of Creation Units or the provision of investor services. The distributor may also use this amount to compensate securities dealers or other persons that are Authorized Participants for providing distribution assistance, including broker-dealer and shareholder support and educational and promotional services. The Acquiring Funds have no current intention of paying 12b-1 fees. However, in the event 12b-1 fees are charged in the future, because these fees are paid out of an Acquiring Fund’s assets, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

The Plan sets forth the terms by which an Acquired Fund will be reorganized into its corresponding Acquiring Fund. A form of the Plan is attached as Appendix A and the description of the Plan contained herein is qualified in its entirety by the attached Plan. The following sections summarize the material terms of the Plan and the federal income tax treatment of the Reorganization.

The Plan provides that upon the transfer of all of the assets and liabilities of an Acquired Fund to the corresponding Acquiring Fund, the Acquiring Fund will issue to the Acquired Fund that number of Acquiring Fund shares (and cash in lieu of fractional shares, if any) having an aggregate net asset value equal in value to the aggregate net asset value of the Acquired Fund, calculated as of the closing date of the Reorganization (the “Closing Date”). An Acquired Fund will redeem its shares in exchange for the corresponding Acquiring Fund shares received by it and will distribute such shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund. Acquired Fund shareholders will receive the Acquiring Fund shares (and cash in lieu of fractional shares, if any) based on their holdings in the Acquired Fund as of the last business day preceding the Closing Date (the “Valuation Time”).

Upon completion of a Reorganization, each shareholder of an Acquired Fund will own that number of shares of the corresponding Acquiring Fund (plus cash received in lieu of any fractional shares) equal in value to the aggregate net asset value of such shareholder’s shares held in the Acquired Fund as of the Valuation Time. However, as an ETF, the market price of Acquiring Fund shares may be greater or less than its net asset value per share. After the Reorganization, all of the issued and outstanding shares of an Acquired Fund will be canceled and the transfer agent’s books of the Acquired Fund will be permanently closed.

Shares of each Acquired Fund are listed for trading on NYSE Arca, Inc. In preparation for the closing of each Reorganization, trading in shares of each Acquired Fund is expected to be suspended as of the close of business on [    ].

Assuming the performance in all material respects of the terms under the Plan, the Closing Date of the Reorganizations will be immediately after the close of business on or about [    ], or such other date as is agreed to by the parties.

The Plan may be amended by the Board; provided, however, that after notification to the shareholders of an Acquired Fund, no amendment may be made with respect to the Plan that in the opinion of the Board materially adversely affects the interests of the shareholders of the Acquired Fund.

Each Acquired Fund, except for the Syntax Stratified LargeCap ETF, is expected to engage in portfolio repositioning before the closing of its Reorganization, if the Acquired Fund’s shareholders approve the Plan. The Reorganization of each of the Syntax Stratified MidCap ETF and Syntax Stratified SmallCap will be taxable transactions, and the Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF are expected to recognize gain or loss, if any, in connection with the transfer of its assets to the Acquiring Fund, which may require the Acquired Fund to make taxable distributions to its shareholders. Each of these Acquired Funds also has no portfolio overlap with the Acquiring Fund. Consequently, each of the Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF will convert its existing holdings to cash in advance of the Reorganization, and the Acquiring Funds will reinvest that cash following the Reorganization in accordance with the strategy of the Acquiring Fund.

Each other Acquired Fund, except the Syntax Stratified LargeCap ETF (the Syntax Stratified U.S. Total Market ETF, Syntax Stratified Total Market II ETF, and Syntax Stratified U.S. Total Market Hedged ETF), expects to convert its holdings to securities aligned with its corresponding Acquiring Fund by utilizing cash creation orders and then investing that cash in securities comprising the Acquired Fund’s portfolio in advance of the Reorganization. These transfers are not expected to result in significant transaction costs. To the extent that further alignment to the strategy of the Acquiring Funds is necessary, following each Reorganization, an Acquiring Fund will purchase securities that make up its corresponding index, consistent with the Acquiring Fund’s principal investment strategies, and the Stratified LargeCap Hedged ETF will employ its own hedging overlay strategy instead of a third-party sub-adviser’s. No net capital gains are expected to be realized in connection with the repositioning of each Acquired Fund’s current portfolio.

Subject to the assumptions and limitations discussed below, the following discussion describes the material U.S. federal income tax consequences of the Reorganizations to shareholders of the Acquired Funds who hold their shares as capital assets. This discussion is based on the Code, applicable Treasury regulations, and federal administrative interpretations and court decisions in effect as of the date of this Proxy Statement, all of which may change, possibly with retroactive effect. Any such changes could alter the tax consequences described in this summary. This discussion of material U.S. federal income tax consequences of a Reorganization does not address all aspects of U.S. federal income taxation that may be important to a holder of an Acquired Fund’s shares in light of that shareholder’s particular circumstances or to a shareholder subject to special rules. The description of the tax consequences set forth herein will neither bind the Internal Revenue Service (“IRS”), nor preclude the IRS or the courts from adopting a contrary position. In addition, this discussion does not address any other state, local, or foreign income tax or non-income tax consequences of a Reorganization or of any transactions other than the Reorganization. Shareholders are urged to consult their own tax advisers to determine the particular U.S. federal income tax or other tax consequences to them of a Reorganization and the other transactions contemplated herein.

Taxable Reorganizations

The Reorganization of each of the Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF into the Stratified LargeCap Index ETF are not expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, it is anticipated that each of these Reorganizations should be a taxable transaction, and that the applicable Acquired Fund should recognize gain or loss, if any, in connection with the transfer of its assets to the Acquiring Fund, which may require the Acquired Fund to make taxable distributions to its shareholders. If, as expected, such Reorganization does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then:

i.     The Acquired Fund should recognize gain or loss upon the transfer by the Acquired Fund of all of its assets to Acquiring Fund in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of Acquired Fund’s liabilities pursuant to the Agreement in an amount equal to the difference between (x) Acquired Fund’s amount realized (i.e., the fair market value of the Acquiring Fund shares received and the amount of the Acquired Fund’s liabilities assumed in the Reorganization) and (y) Acquired Fund’s adjusted tax basis for U.S. federal income tax purposes in the assets immediately prior to the Reorganization.

ii.   Each Acquired Fund shareholder should recognize gain or loss on such shareholder’s receipt of Acquiring Fund shares in exchange for the shareholder’s Acquired Fund shares in connection with the Reorganization in an amount equal to the difference between (x) the shareholder’s amount realized (i.e., the fair market value of the Acquiring Fund shares received by the shareholder in the Reorganization) and (y) the shareholder’s adjusted tax basis for U.S. federal income tax purposes in his or her Acquired Fund shares immediately prior to the Reorganization. Long-term capital gains are subject to preferential tax rates in the hands of non-corporate U.S. shareholders. The use of capital losses is subject to significant limitations.

iii.   The holding period of the assets acquired by the Acquiring Fund should begin on the day after the Closing Date. The Acquiring Fund’s tax basis in the assets should be equal to the sum of (i) the fair market value of the Acquiring Fund shares transferred to Acquired Fund in exchange for such Assets and (ii) the amount of the Acquired Fund’s liabilities assumed by the Acquiring Fund in the Reorganization.

iv.   The aggregate tax basis of the Acquiring Fund shares received in connection with the Reorganization by each Acquired Fund shareholder should be equal to the aggregate fair market value of the Acquiring Fund shares received on the Closing Date.

v.     The holding period of the Acquiring Fund shares received in connection with the Reorganization by each of the Acquired Fund shareholders should begin on the day after the Closing Date.

Immediately prior to the Closing Date, the Acquired Fund will declare and pay a dividend to its shareholders that, together with all previous dividends for the taxable year, is intended to have the effect of distributing to Acquired Fund shareholders all of the Acquired Fund’s investment company taxable income (computed without regard to the deduction for dividends paid), net capital gain (taking into account available capital loss carryforwards), if any, and net tax-exempt income, if any, for the taxable year ending on the Closing Date.

Because the Reorganization is not expected to qualify as a tax-free reorganization, the Acquired Fund’s capital loss carry forwards, if any, as of the Closing Date will not be available to the Acquiring Fund to offset its capital gains.

Nontaxable Reorganizations

Each other Acquired Fund (Syntax Stratified LargeCap ETF, Syntax Stratified U.S. Total Market ETF, Syntax Stratified U.S. Total Market Hedged ETF, and Syntax Stratified Total Market II ETF) and the Acquiring Funds will receive an opinion from the law firm of Chapman and Cutler LLP (“Chapman”) substantially to the effect that, with respect to the Funds and each Reorganization, for federal income tax purposes:

i.     The acquisition by an Acquiring Fund of all of the assets of the Acquired Funds, as provided for in the Plan, in exchange for Acquiring Fund shares (and cash in lieu of fractional shares, if any) and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Funds, followed by the distribution by the Acquired Fund to its shareholders of the Acquiring Fund shares (and cash in lieu of fractional shares, if any) in complete liquidation of the Acquired Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

ii.     No gain or loss will be recognized by an Acquired Fund upon the transfer of all of its assets to, and assumption of its liabilities by, the applicable Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section 361(a) and Section 357(a) of the Code, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized (i) as a result of the closing of the Acquired Fund’s taxable year or (ii) upon the transfer of an asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code.

iii.   No gain or loss will be recognized by an Acquiring Fund upon the receipt by it of all of the assets of the Acquired Fund in exchange solely for the assumption of the liabilities of the Acquired Fund and issuance of the Acquiring Fund shares pursuant to Section 1032(a) of the Code.

iv.    No gain or loss will be recognized by an Acquired Fund upon the distribution of Acquiring Fund shares by the Acquired Fund to shareholders of the Acquired Fund in complete liquidation (in pursuance of the Plan) of the Acquired Fund pursuant to Section 361(c)(1) of the Code.

v.     The tax basis of the assets of an Acquired Fund received by the applicable Acquiring Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the transfer of such assets, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund on the transfer pursuant to Section 362(b) of the Code.

vi.   The holding periods of the assets of an Acquired Fund in the hands of the applicable Acquiring Fund will include the periods during which such assets were held by the Acquired Fund pursuant to Section 1223(2) of the Code, other than assets with respect to which gain or loss is required to be recognized and except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset.

vii.   No gain or loss will be recognized by the shareholders of an Acquired Fund upon the exchange of all of their Acquired Fund shares solely for Acquiring Fund shares (except with respect to cash, if any, received in lieu of fractional shares) pursuant to Section 354(a) of the Code.

viii.  The aggregate tax basis of the Acquiring Fund shares received by a shareholder of an Acquired Fund (including fractional shares to which the shareholder would be entitled but for the distribution of cash in lieu of fractional shares) will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor pursuant to Section 358(a)(1) of the Code.

ix.    The holding period of the Acquiring Fund shares received by a shareholder of an Acquired Fund will include the holding period of the Acquired Fund shares exchanged therefor, provided that the shareholder held the Acquired Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.

Such opinion shall be based on customary assumptions and limitations and shall be conditioned on (1) such representations as Chapman, counsel providing the opinion, may reasonably request (and the Funds will cooperate to make and certify the accuracy of such representations) all being true and complete on the Closing Date, and (2) the Reorganization’s consummation in accordance with the Plan (without the waiver or modification of any terms or conditions hereof and without taking into account any amendments thereof that Chapman has not approved). The foregoing opinion may state that no opinion is expressed as to any other U.S. federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

The opinion described above with respect to Syntax Stratified U.S. Total Market ETF, Syntax Stratified U.S. Total Market Hedged ETF, and Syntax Stratified Total Market II ETF is based on the conclusion that each of these reorganizations will satisfy the continuity of business enterprise requirement of the Code and the Treasury regulations thereunder by virtue of continuing the historic business of each Acquired Fund. Under the continuing of business enterprise requirement, an acquiring fund must either continue the acquiring fund’s historic business or use a significant portion of the acquired fund’s historic business assets in a business. Immediately prior to the Reorganizations, Syntax Stratified U.S. Total Market ETF, Syntax Stratified U.S. Total Market Hedged ETF, and Syntax Stratified Total Market II ETF each will convert their holdings to cash and/or to the same underlying securities of the Syntax Stratified LargeCap ETF. Although there is no clear guidance in the context of RICs that modify their holdings prior to engaging in a reorganization to match the holdings of the Acquiring Fund, Chapman is of the opinion that such a conversion and the continuing use of those assets in the Acquiring Fund’s business will satisfy the continuity of business enterprise requirement because the Acquiring Fund intends to continue each Acquired Fund’s historic line of business. However, the IRS or a court may not agree such that these Reorganizations could be taxable transactions. In addition, there is lack of clear guidance as the tax consequences when multiple RICs simultaneously contribute assets to a newly created corporation and whether any of the transferring corporations are considered to survive for federal income tax purposes. Chapman is of the opinion that none of the transferring corporations will survive for federal income tax purposes. There are no assurances that the IRS or a court will agree with this position which could negatively affect Acquiring Fund and Shareholders. Shareholders in these Acquired Funds are urged to consult their tax advisors.

Opinions of counsel are not binding upon the IRS or the courts. If the Reorganizations are consummated but the IRS or the courts determine that the Reorganizations do not qualify as a tax-free reorganization under the Code, and thus are taxable, the Acquired Funds would recognize gain or loss on the transfer of its assets to the Acquiring Funds and each shareholder of the Acquired Funds would recognize a taxable gain or loss equal to the difference between its tax basis in its Acquired Fund shares and the fair market value of the shares of the Acquiring Fund it receives.

Immediately prior to the Closing Date, each Acquired Fund will declare and pay a dividend to its shareholders that, together with all previous dividends for the taxable year, is intended to have the effect of distributing to Acquired Fund shareholders all of the Acquired Fund’s investment company taxable income (computed without regard to the deduction for dividends paid), net capital gain (taking into account available capital loss carryforwards), if any, and net tax-exempt income, if any, for the taxable year ending on the Closing Date. The amount of such distribution to the shareholders of the Acquired Fund is estimated as of July 31, 2024, to be as set forth in the table below. Any amount actually distributed to the Acquired Fund’s shareholders immediately prior to the Reorganization may be higher or lower than the estimated amount set forth in the table below. Any such distribution generally will be taxable to Acquired Fund shareholders.

As of the tax year ended December 31, 2023, each Fund has non-expiring accumulated capital loss carryforwards as follows:

*Unavailable to offset capital gains in a taxable Reorganization.

Certain tax attributes, including capital loss carryovers, of the Acquired Funds will move to the Acquiring Funds in the Reorganizations, subject to any applicable use limitations under the Code. Utilization of capital loss carryforwards of an Acquired Fund will be subject to limitations if such Acquired Fund is treated as undergoing an ownership change within the meaning of the Code. Because of these limitations, the capital losses of an Acquired Fund may expire without being utilized.

Significant holders of shares of an Acquired Fund (generally, those holders that own at least 1% of the total outstanding stock (by vote or value) of the Acquired Fund or that own Acquired Fund securities with an aggregate basis of $1 million or more immediately prior to the Reorganization) generally will be required to attach a statement to their U.S. federal income tax return for the year in which the Reorganization occurs that contains the information listed in U.S. Treasury Regulation 1.368-3(b).

If you acquired different blocks of shares of an Acquired Fund at different times or for different prices, you should consult your tax advisor concerning the treatment of the basis and holding period for the different blocks of shares in the Reorganization. You should also consult your tax adviser regarding the U.S. federal income tax consequences to you, if any, of the Reorganization in light of your particular circumstances, as well as the state and local tax consequences, if any, of the Reorganization because this discussion is only a general summary of certain federal income tax consequences.

The following tables set forth the capitalization of the Acquired Funds and the Acquiring Funds as of June 26, 2024, and on a pro forma basis after giving effect to the Reorganization. Pursuant to their investment strategies, certain Acquired Funds, Syntax Stratified U.S. Total Market ETF, Syntax Stratified Total Market II ETF and Syntax Stratified U.S. Total Market Hedged ETF, hold shares of other Acquired Funds, Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF. However, as each of Syntax Stratified U.S. Total Market ETF, Syntax Stratified Total Market II ETF and Syntax Stratified U.S. Total Market Hedged ETF undergoes the portfolio repositioning described above, it will redeem all the shares owned of each of Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF. Therefore, when giving effect to the Reorganization, the net assets and shares outstanding of Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF will be less than they were on June 26, 2024 (and thus as they are presented in the capitalization tables below) because such shares will have been fully redeemed by Syntax Stratified U.S. Total Market ETF, Syntax Stratified Total Market II ETF and Syntax Stratified U.S. Total Market Hedged ETF pursuant to each’s portfolio repositioning. The number of shares of Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF held by each of Syntax Stratified U.S. Total Market ETF, Syntax Stratified Total Market II ETF and Syntax Stratified U.S. Total Market Hedged ETF as of June 26, 2024 that will be redeemed are set forth below.

The rows entitled “Adjustments to Reflect Anticipated Redemptions” in the capitalization tables below further reflect the decrease in net assets and shares outstanding for each of Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF that can be anticipated when their shares are redeemed by Syntax Stratified U.S. Total Market ETF, Syntax Stratified Total Market II ETF and Syntax Stratified U.S. Total Market Hedged ETF. The capitalization table for the Stratified LargeCap Index ETF Reorganization is presented first, followed by the table for the Stratified LargeCap Hedged ETF Reorganization.

The Acquiring Funds’ Shares issued to the shareholders of the Acquired Funds pursuant to the Reorganization will be duly authorized, validly issued, fully paid and non-assessable when issued, will be transferable without restriction and will have no preemptive or conversion rights. Individual shares of each Acquiring Fund may only be bought and sold in the secondary market through a broker-dealer at market price.

At a meeting held on February 7, 2024, the Board considered the proposed Plan and Reorganizations and requested and received from ETC written materials containing relevant information about ETC, each of the Acquiring Funds, and the proposed Reorganizations, including, among other information:

After reviewing and evaluating this information, including the factors summarized below and other information in this Proxy Statement, the Board, including all of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Acquired Funds (the “Independent Trustees”), unanimously approved the Plan.

In approving the Plan, the Board considered all factors it deemed pertinent in its business judgment, including, but not limited to, the following: (1) the Adviser’s expressed intention to focus on other business ventures and to exit the ETF advisory business; (2) the terms of the Plan with respect to each Reorganization; (3) that the Acquiring Funds will continue to employ Syntax’s Stratified-Weight^TM weighting methodology thereby providing investment methodology continuity for Acquired Fund shareholders who’s primary interest in the Syntax Funds is their unique weighting methodology; (4) that the Acquired Funds, aside from the continued exposure to the Stratified-Weight^TM weighting methodology except for the Syntax Stratified LargeCap Index ETF, have different investment objectives, principal investment strategies, and principal risks than their corresponding Acquiring Fund; (5) the investment management experience of ETC and the Acquiring Funds’ portfolio management team; (6) the potential benefits to be gained from access to ETC’s operating and distribution platforms, in terms of economies of scale and improved growth prospects; (7) the tax consequences of each Reorganization; (8) that, in the absence of fee and expense waivers comparable to those applied to the Acquired Funds, each Acquiring Fund will have higher total annual operating expenses than those of the Acquired Funds; (9) that Syntax LLC will provide its proprietary indexes for use by the Acquiring Funds and that ETC will incur a licensing fee in connection with such use that the Acquired Funds do not currently bear; (10) that the Acquiring Funds operate under a unitary fee structure, under which ETC has agreed to pay all but customary expenses incurred by the Acquiring Funds similar to the unitary fee structure of the Acquired Funds; (11) that Syntax, and not the Acquired Funds, will bear all direct costs of the Reorganizations; (12) that the Reorganizations will be submitted to the shareholders of the Acquired Funds for their consideration and approval; (13) that shareholders of the Acquired Funds who do not wish to become shareholders of the Acquiring Funds may redeem their Acquired Fund shares prior to the consummation of their Acquired Fund’s Reorganization; and (14) that liquidation of the Acquired Funds (except for the Syntax Stratified SmallCap Index ETF and Syntax Stratified MidCap Index ETF) generally would result in a taxable events for shareholders, whereas participating in the proposed Reorganizations may enable those shareholders who wish to redeem their interests flexibility to plan the timing of such redemptions and thus, timing of any resulting tax event.

The Board did not identify any particular piece of information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.

After consideration of these and other factors it deemed appropriate, the Board determined that the approval of the Plan and the Reorganization of each Acquired Fund is in the best interests of the Acquired Fund and its shareholders. It further determined that the proposed Reorganizations would not dilute the interests of an Acquired Fund’s shareholders. The Board, including Independent Trustees, unanimously approved the Plan with respect to each Acquired Fund, subject to approval by its shareholders. The Board noted that if shareholders of the Acquired Funds do not approve the Plan, the Acquired Funds would not be reorganized into the Acquiring Funds and the Board would have to consider what additional steps to take, including merging with another fund complex, the possible liquidation of the Acquired Funds, or the possible continuation of the Acquired Funds. 

The Board, including the Independent Trustees, unanimously recommends that Shareholders of each Acquired Fund approve the PROPOSAL.

Form of Organization

The Trust is a Delaware statutory trust governed by its Declaration of Trust (the “Trust Declaration of Trust”), By-Laws and a Board of Trustees. Similarly, ELFT is a Delaware statutory trust governed by its Amended and Restated Agreement and Declaration of Trust (the “ELFT Declaration of Trust”), By-Laws and a Board of Trustees. The operations of the Trust and ELFT are also governed by applicable state and federal law.

Shares

The Trust and ELFT are authorized to issue an unlimited number of shares of beneficial interest and shareholders have no preemptive rights.

Shareholder Voting Rights, Quorum, Required Vote and Action by Written Consent

Pursuant to the Trust Declaration of Trust, shareholders shall have the right to vote only for (a) the election or removal of Trustees as provided in Section 5.4 and Section 5.7; (b) with respect to a contract with a third party provider of services as to which Shareholder approval is required by the 1940 Act; (c) with respect to a termination or reorganization of the Trust to the extent and as provided in Section 9.1 and Section 9.2; (d) with respect to an amendment to the Declaration of Trust to the extent and as may be provided by this Declaration of Trust or applicable law; and (e) with respect to any court action, proceeding or claim brought or maintained derivatively or as a class action on behalf of the Trust, any Series or Class thereof or the Shareholders of the Trust; provided, however, that a shareholder of a particular Series or Class shall not be entitled to vote upon a derivative or class action on behalf of any other Series or Class or shareholder of any other Series/Class.

Each shareholder shall be entitled to one vote for each dollar of net asset value for each Share standing in such Shareholder’s name on the books of each Series or Class in which such Shareholder owns Shares which are entitled to vote on the matter. There shall be no cumulative voting. Votes may be cast in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving the invalidity of a proxy shall rest on the challenger.

Except as otherwise required by the 1940 Act or other applicable law, this Declaration of Trust, or the Bylaws, one-tenth (1/10) of the Shares entitled to vote in person or by proxy shall constitute a quorum as to any particular matter; provided, however, that any lesser number shall be sufficient for matters upon which the Shareholders vote at any meeting called in accordance with Section 7.5. Any matter upon which the Shareholders vote shall be approved by a majority of the votes cast on such matter at a meeting of the Shareholders at which a quorum is present, except that Trustees shall be elected by a plurality of the votes cast at such a meeting. Except as otherwise required by the 1940 Act or other applicable law, this Declaration of Trust, or the Bylaws, any action taken by Shareholders may be taken without a meeting if Shareholders entitled to cast at least a majority of all of the votes entitled to be cast on the matter (or such larger proportion thereof as shall be required by the 1940 Act or by any express provision of this Declaration of Trust or the Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Pursuant to the ELFT Amended and Restated Declaration of Trust, shareholders shall have the right to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) with respect to such additional matters relating to the Trust as may be required by the applicable provisions of the 1940 Act, including Section 16(a) thereof, and (iii) on such other matters as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote as to any matter on which it is entitled to vote. There shall be no cumulative voting in the election of Trustees. Votes may be made in person (or via a virtual meeting, if applicable) or by proxy. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

Except as otherwise provided by the 1940 Act or the Trust Declaration of Trust, one-third of the outstanding Shares of each Series or class, or one-third of the outstanding Shares of the Trust, entitled to vote in person (or via a virtual meeting, if applicable) or by proxy shall constitute a quorum for the transaction of any business at a meeting with respect to such Series or class, or with respect to the entire Trust, respectively. When a quorum is present at any meeting, a majority of the Shares voted in person (or via a virtual meeting, if applicable) or by proxy shall decide any questions, except only a plurality vote shall be necessary to elect trustees. Any action taken by Shareholders may be taken without a meeting if all of the holders of Shares entitled to cast at least a majority of all of the votes on the matter (or such larger proportion thereof as shall be required by the 1940 Act or by any express provision of this Declaration of Trust or the Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Shareholder Meetings

The Trust and ELFT are not required to, and do not, have annual meetings. Nonetheless, the Board and the ELFT Board may call a special meeting of shareholders for action by shareholder vote as may be required by the 1940 Act or as required or permitted by the Trust’s Declaration of Trust and By-Laws and the ETC Declaration of Trust and By-Laws. Shareholders retain the right to request that a meeting of the shareholders be held for the purpose of considering matters requiring shareholder approval.

Shareholder Liability

The Trust Declaration of Trust provides that the Shareholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations organized for profit under the General Corporation Law of the State of Delaware, and that no personal liability for any debt or obligation of the Trust shall attach to any Shareholder or former Shareholder of the Trust, and neither the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription for any Shares or otherwise. In case any Shareholder or former Shareholder of the Trust shall be held to be personally liable solely by reason of being or having been a Shareholder and not because of such Shareholder’s acts or omissions or for some other reason, the Shareholder or former Shareholder (or, in the case of a natural person, his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets of the Trust to be held harmless from and indemnified against all loss and expense arising from such liability; provided, however, there shall be no liability or obligation of the Trust arising hereunder to reimburse any Shareholder for taxes paid by reason of such Shareholder’s ownership of any Shares or for losses suffered by reason of any changes in value of any Trust assets. The Trust shall, upon request by the Shareholder or former Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy any judgment thereon.

The ELFT Declaration of Trust disclaims shareholder liability for the debts, liabilities and obligations of any Series or the Trust.

Trustee Liability

Both the Trust and ELFT indemnify trustees against all liabilities and expenses incurred by reason of being a trustee to the fullest extent permitted by law, except that the Trust and ELFT do not provide indemnification for liabilities due to a trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of such trustee’s duties.

Amendments to Declaration of Trust

The Trust’s Declaration of Trust may be restated and/or amended at any time by an instrument in writing signed by a majority of the Trustees then holding office. Any such restatement and/or amendment hereto shall be effective immediately upon execution and approval, subject to satisfaction of any additional requirements provided for in this Declaration of Trust and by the 1940 Act. The ELFT Agreement and Declaration of Trust may be restated and/or amended at any time by an instrument in writing signed by a majority of the Trustees then holding office. Any such restatement and/or amendment hereto shall be effective immediately upon execution and approval, subject to satisfaction of any additional requirements provided for in the Declaration of Trust and by the 1940 Act.

The foregoing is a very general summary of certain provisions of the trust instruments and by-laws governing the Trust and ELFT. It is qualified in its entirety by reference to the respective trust instruments and by-laws.

Section 15(f) of the 1940 Act provides a non-exclusive safe harbor for an investment advisor or any affiliated persons thereof to receive any amount or benefit in connection with a sale of securities of, or any other interest in, such advisor which results in an assignment of an investment advisory contract with an investment company as long as two conditions are met.

First, no “unfair burden” may be imposed on the investment company as a result of the transaction, or any express or implied terms, conditions or understandings applicable thereto. As defined in the 1940 Act, the term “unfair burden” includes any arrangement during the two-year period after the date on which such transaction occurs whereby the investment adviser (or predecessor or successor adviser) or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter of the investment company).

Second, during the three-year period immediately following the transaction, at least 75% of an investment company’s board of directors must not be “interested persons” of the investment adviser or the predecessor investment adviser within the meaning of the 1940 Act.

However, the Reorganizations, and the transactions contemplated pursuant thereto, do not involve the assignment of an advisory agreement. Accordingly, the safe harbor provided by Section 15(f) of the 1940 Act is not available.

If the Reorganizations are approved and consummated, the Acquiring Funds will assume the performance history of the Syntax Stratified LargeCap ETF and the Syntax Stratified U.S. Total Market Hedged ETF, respectively. There are some key differences between each Acquired Fund and the Acquiring Funds. The bar charts and tables below provide some indication of the risks of investing in the Syntax Stratified LargeCap ETF and the Syntax Stratified U.S. Total Market Hedged ETF by showing you how Fund performance has varied from year to year. The Acquired Funds’ past performance may not be indicative of, and does not ensure, how the Acquiring Funds will perform in the future.

Syntax Stratified LargeCap ETF

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the performance of the Fund from year to year and by showing how its average annual returns for certain time periods compare with the average annual returns of a broad measure of market performance. The 500 Series of the Syntax Index Series LP (“500 Series”), a privately offered fund managed by the Adviser was reorganized into the Fund as of January 2, 2019, upon commencement of the Fund’s operations. The Fund’s performance information, from January 1, 2015 to the Fund’s commencement of operations, is that of the 500 Series, which was the predecessor of the Fund.

The returns were calculated using the methodology the SEC requires of registered funds. However, since the 500 Series did not calculate its returns on a per share basis, its returns have been calculated on its total net asset value. Neither the 500 Series nor the Fund’s past performance (before and after taxes) is necessarily an indication of how the Fund will perform in the future. Updated performance information is available by calling (866) 972-4492 or visiting our website at www.SyntaxAdvisors.com.

The 500 Series had investment objectives, policies and strategies that were, in all material respects, the same as those of the Fund, and was managed in a manner that, in all material respects, complied with the investment guidelines and restrictions of the Fund, which means that it also complied with the investment guidelines and restrictions of the Index. The investment adviser for the Fund was the investment adviser for the 500 Series for the entire period from January 1, 2015, until the Fund’s commencement of operations for which performance information is shown below. The 500 Series was reorganized into the Fund as of the date of the Fund’s commencement of operations as a tax-deferred conversion.

As a registered investment company, the Fund is subject to certain restrictions under the 1940 Act and the Code, which did not apply to the 500 Series. If the 500 Series had been subject to the provisions of the 1940 Act and the Code, its performance could have been adversely affected. However, these restrictions are not expected to have a material effect on the Fund’s investment performance.

The performance information of the 500 Series is net of all fees and expenses. The Fund may be subject to higher fees and expenses, which would negatively impact performance.

Consistent with the rules of the Index, the 500 Series held, and the Fund holds, underlying securities that coincide with the securities chosen by the Index in appropriate pre-set weights. Trading in securities undertaken for the 500 Series by the Fund’s portfolio manager during the prior privately offered investment period, was the addition or deletion of portfolio securities made in order to track the constituent securities under the same criteria as those of the Index during the quarterly constituent selection process. Rebalancing and tracking, quarterly, of the underlying securities into the pre-set weights during the privately offered period were also executed as determined by the Fund’s Index as contemplated by both the Fund’s investment strategies and the Index that the Fund is designed to track.

Average Annual Total Returns (for periods ending 12/31/23)*

(Index returns reflect no deduction for fees, expenses or taxes)

Syntax Stratified U.S. Total Market Hedged ETF

The following bar chart and table provide an indication of the risks of investing in the Fund. The bar chart shows the Fund’s performance for calendar years ended December 31. The table shows how the Fund’s average annual returns for the applicable periods compare with those of a broad measure of market performance. The returns were calculated using the methodology the SEC requires of registered funds. The Fund’s past performance (before and after taxes) is necessarily an indication of how the Fund will perform in the future. Updated performance information is available by calling (866) 972-4492 or visiting our website at www.SyntaxAdvisors.com.

Average Annual Total Returns (for periods ending 12/31/23)

The after-tax returns presented in the table above are calculated using highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your specific tax situation and may differ from those shown above. After-tax returns are not relevant to investors who hold Fund Shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the returns before taxes due to an assumed tax benefit for a shareholder from realizing a capital loss on a sale of Fund Shares.

Investment Advisers

Syntax Advisors, LLC serves as the investment adviser to the Acquired Funds and, subject to the supervision of the Board, is responsible for the investment management of the Funds, executed through the selection of the sub- advisers for portfolio management and other agreed upon activities. In addition, the Adviser continuously reviews, supervises and administers each Fund’s investment program. The Adviser has been a registered investment adviser since April 21, 2017, is an affiliate of Syntax LLC and is controlled by Rory Riggs. As the Funds’ investment adviser, the Adviser provides an investment management program for the Funds and oversees the investment sub-advisers that manage the Acquired Funds on a day-to-day basis, as described below. The Adviser’s principal business address is One Liberty Plaza, 46th Floor, New York, NY 10006.

The Acquiring Funds’ investment adviser is ETC, an Oklahoma limited liability company. ETC is located at 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120, its primary place of business, and 295 Madison Avenue, New York, New York 10017. ETC was formed in 2009, is a registered investment adviser with the SEC and provides investment advisory services to other exchange-traded funds. ETC is responsible for, among other things, oversight of the sub-advisers, including daily monitoring of the purchase and sale of portfolio securities by the sub-advisers and regular review of the sub-advisers’ performance, subject to the supervision of the Board. ETC also arranges for transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Acquired Fund to operate. ETC administers the Acquiring Fund’s business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services, and provides its officers and employees to serve as officers or Trustees of the Trust. As of May 31, 2024, ETC had over $5.6 billion in assets under management. ETC is majority owned by Cottonwood ETF Holdings LLC.

Sub-Advisers

The Adviser has engaged Vantage Consulting Group Inc. (“Vantage”) as the investment sub-adviser to each Acquired Fund. Pursuant to an investment sub-advisory agreement with the Adviser, Vantage serves as the sub-adviser to the Funds and performs the day-to-day management of the assets (equity portfolio only in the case of Syntax Stratified U.S. Total Market Hedged ETF) of the Funds and places orders for the purchase and sale of securities (equity portfolio only in the case of Syntax Stratified U.S. Total Market Hedged ETF) for the Funds. For its services to the Funds, Vantage is compensated by the Adviser. Vantage has been a registered investment adviser since June 2, 1986 and is owned by Mark T. Finn. As of December 31, 2023, Vantage managed approximately $463 million in assets. Vantage’s principal business address is 3500 Pacific Ave., Virginia Beach, VA 23451.

The Adviser has also engaged Swan Global Investments, LLC (“Swan”) as the options sub-adviser to the Syntax Stratified U.S. Total Market Hedged ETF. Pursuant to an investment sub-advisory agreement with the Adviser, Swan serves as the options sub-adviser to the Syntax Stratified U.S. Total Market Hedged ETF and performs the day-to-day management of the Fund’s option strategies and places orders for the purchase and sale of options for the Fund. For its services to the Syntax Stratified U.S. Total Market Hedged ETF, Swan is compensated by the Adviser. Swan has been an SEC-registered investment adviser since 2010 and is majority owned by Randy Swan. As of December 31, 2023, Swan managed approximately $2.1 billion in assets. Swan’s principal business address is 1099 Main Ave #206, Durango, CO 81301.

Manager of Managers Structure

The ELFT Trust and ETC have obtained exemptive relief (the “ETC Order”), pursuant to which ETC may, with Board approval but without shareholder approval, change or select new subadvisers, materially amend the terms of an agreement with a sub-adviser (including an increase in its fee), or continue the employment of a sub-adviser after an event that would otherwise cause the automatic termination of services, subject to the conditions of the ETC Order. Shareholders will be notified of any sub-adviser changes.

Pursuant to the ETC Order, ETC, with the approval of the ELFT Board, has the discretion to terminate any sub-adviser and allocate and reallocate the Acquiring Fund’s assets among ETC and any other sub-adviser. ETC has the ultimate responsibility, subject to the oversight and supervision by the ELFT Board, to oversee any sub-adviser for the Acquiring Fund and to recommend, for approval by the ELFT Board, the hiring, termination and replacement of sub-advisers for the Acquiring Fund. In evaluating a prospective sub-adviser, ETC will consider, among other things, the proposed sub-adviser’s experience, investment philosophy and historical performance. ETC remains ultimately responsible for supervising, monitoring and evaluating the performance of any sub-adviser retained to manage the Acquiring Fund. Within 90 days after hiring any new sub-adviser, the Acquiring Fund’s shareholders will receive information about any new sub-advisory relationships.

The Acquiring Fund’s sole initial shareholder is expected to approve the operation of the Acquiring Fund under any “Manager of Managers” structure pursuant to ETC’s Order. This differs from the operation of the Acquired Funds, which do not have a similar exemptive order from the SEC to permit hiring of sub-advisers without shareholder approval.

Portfolio Managers

The Acquired Funds are managed by the following individuals and in the capacities described:

The Acquiring Funds will be managed by the following individuals:

The Acquired Funds’ Statement of Additional Information and the Acquiring Funds’ Statement of Additional Information provide, or will provide, additional about the portfolio managers’ compensation, other accounts managed, and ownership of Fund shares.

The Trust and ELFT are operated by their respective board of trustees and officers appointed by each board. The Reorganization will, therefore, result in a change in the board of trustees for Acquired Fund shareholders.

Trustees of the Trust

The Board has six trustees, two of whom are considered an “interested trustee,” as that term is defined under the 1940 Act, of the Trust. The following individuals comprise the Board: Deborah Fuhr, George Hornig, Richard Lyons, Stewart Myers Kathy Cuocolo (interested Trustee) and Rory Riggs (interested Trustee).

Trustees of ELFT

The ELFT Board has four trustees, one of whom is considered an “interested trustee,” as that term is defined under the 1940 Act, of the Trust. The following individuals comprise the Board: Timothy J. Jacoby, Stuart Strauss, Linda Petrone, and J. Garrett Stevens (interested Trustee).

The Statement of Additional Information of each of the Acquired Funds and Acquiring Funds provide additional about the Trustees, their experience, compensation, and ownership of Fund shares.

Service Providers

In addition to different investment advisers, Boards of Trustees, and Trust officers, the Acquired Funds and the Acquiring Funds have different arrangements for custody, administration, accounting, and transfer agency services. Both the Acquired Funds and the Acquiring Funds have engaged Cohen & Company, Ltd. as their independent registered public accounting firm and Foreside Fund Services, LLC for the provision of distribution services. A comparison of the third-party service providers for the Acquired Funds and the Acquiring Funds is set forth in the table below.

How to Vote

This Proxy Statement is being provided in connection with the solicitation of proxies by the Board to solicit your vote at a special meeting of shareholders of the Acquired Fund. The Special Meeting will be held at the offices of Exchange Traded Concepts, LLC, 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120.

You may vote in one of the following ways:

You may revoke a proxy once it is given. If you desire to revoke a proxy, you must submit a subsequent later dated proxy or a written notice of revocation to the Acquired Fund. You may also give written notice of revocation in person (or via a virtual meeting, if applicable) at the Special Meeting. All properly executed proxies received in time for the Special Meeting will be voted as specified in the proxy, or, if no specification is made, FOR each proposal.

Quorum

Only shareholders of record on July 29, 2024 (the “Record Date”) are entitled to receive notice of and to vote at the Special Meeting or at any adjournment thereof. Each share of an Acquired Fund held as of the Record Date is entitled to one vote. The presence in person (or via a virtual meeting, if applicable) or by proxy of shareholders owning one-third of the outstanding shares of an Acquired Fund that are entitled to vote will be considered a quorum for the transaction of business with respect to the Acquired Fund. Any lesser number shall be sufficient for adjournments.

Vote Required

Approval of the proposals will require the affirmative vote of a majority of the outstanding shares of each Acquired Fund entitled to vote at the Special Meeting. For this purpose, the term “vote of a majority of the outstanding shares entitled to vote” means the vote of the lesser of (1) 67% or more of the voting securities present at the Special Meeting, if more than 50% of the outstanding voting securities of an Acquired Fund are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of an Acquired Fund. If the shareholders of each Acquired Fund do not approve the relevant Reorganization, then the Reorganization of such Acquired Fund will not be implemented. In such case, the Board will consider what further actions to take with respect to the Acquired Fund, which may include the liquidation of the Acquired Fund or the possible continuation of the Acquired Fund.

Adjournments

If a quorum of shareholders of each Acquired Fund is not present at the Special Meeting, or if a quorum is present but sufficient votes to approve the proposal described in this Proxy Statement are not received, the persons named as proxies may, but are under no obligation to, propose one or more adjournments of the Special Meeting of an Acquired Fund to permit further solicitation of proxies. Any business that might have been transacted at the Special Meeting with respect to an Acquired Fund may be transacted at any such adjourned session(s) at which a quorum is present. The Special Meeting with respect to each Acquired Fund may be adjourned from time to time by a majority of the votes of the Acquired Fund properly cast upon the question of adjourning the Special Meeting of the Acquired Fund to another date and time, whether or not a quorum is present, and the Special Meeting of the Acquired Fund may be held as adjourned without further notice. The persons designated as proxies may use their discretionary authority to vote on questions of adjournment and on any other proposals raised at the Special Meeting to the extent permitted by the SEC's proxy rules, including proposals for which timely notice was not received, as set forth in the SEC's proxy rules.

If it is decided to hold the Special Meeting at a different time or in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), any such updates will be announced by means of a press release, which will be posted to the Fund’s website www.syntaxadvisors.com. An announcement will also be filed with the SEC via its EDGAR system.

Effect of Abstentions and Broker “Non-Votes”

All proxies voted, including abstentions, will be counted toward establishing a quorum. Because the proposals are expected to “affect substantially” a shareholder's rights or privileges, a broker may not vote shares if the broker has not received instructions from beneficial owners or persons entitled to vote, even if the broker has discretionary voting power (i.e., the proposal is non-discretionary). Because the proposal is non-discretionary, the Trust does not expect to receive broker non-votes.

Assuming the presence of a quorum, abstentions and broker non-votes will have the effect of votes against the proposal. Abstentions will have no effect on the outcome of a vote on adjournment.

This Proxy Statement is being sent to you in connection with the solicitation of proxies by the Board for use at the Special Meeting. The close of business on July 29, 2024 is the Record Date for determining the shareholders of the Acquired Funds entitled to receive notice of the Special Meeting and to vote, and for determining the number of shares that may be voted, with respect to the Special Meeting or any adjournment thereof. The Trust expects that the solicitation of proxies will be primarily by mail and telephone. The Adviser has retained Equiniti Fund Solutions, LLC (“Equiniti”) to provide proxy services, at an anticipated cost of approximately $18,057. The Adviser will bear the costs of the Special Meeting, including legal costs, the costs of retaining Equiniti, and other expenses incurred in connection with the solicitation of proxies. The Adviser will pay these costs regardless of whether the Reorganization is consummated.

If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive a separate Proxy Card. If you would like to receive a separate copy of the Proxy Statement, please call [    ] or write to [    ]. If you currently receive multiple copies of investor materials and would like to request to receive a single copy of documents in the future, please call the toll-free number or write to the address above.

Any shareholder giving a proxy may revoke it before it is exercised at the Special Meeting, either by providing written notice to the Trust, by submission of a later-dated, duly executed proxy or by voting in person (or via a virtual meeting, if applicable) at the Special Meeting. A prior proxy can also be revoked by proxy voting again through the toll-free number listed in the enclosed Voting Instructions. If not so revoked, the votes will be cast at the Special Meeting, and any postponements or adjournments thereof. Attendance by a shareholder at the Special Meeting does not, by itself, revoke a proxy. 

Shareholders of the Acquired Fund at the close of business on the Record Date will be entitled to be present and vote on the proposal related to the Acquired Fund at the Special Meeting. As of the Record Date, there were [        ] shares outstanding and entitled to vote at the Special Meeting (including omnibus accounts representing multiple underlying beneficial owners such as those in the names of brokers), representing total net assets of approximately $[       ].

Any person owning, directly or indirectly, more than 25% of the outstanding shares of any Acquired Fund is presumed to control the Acquired Fund. Principal holders are persons who own 5% or more of the outstanding shares of the Acquired Fund. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding shares and is recognized as the owner of all shares for all purposes. Investors owning shares are beneficial owners as shown on the records of DTC or its participants. As of the Record Date, the Acquired Funds do not have information regarding the record or beneficial ownership of shares of the Acquired Funds held in the names of DTC participants, as DTC has not provided the Acquired Fund with access to such information.

Although the Acquired Funds do not have information concerning its beneficial ownership held in the names of DTC participants, as of the Record Date the names, addresses and percentage ownership of each AP, each of which is a DTC participant, that owned of record 5% or more of the outstanding shares of each Acquired Fund as of the Record Date were as follows:

There were no outstanding shares of the Acquiring Funds on the Record Date, as the Acquiring Funds had not yet commenced operations.

ETC may be deemed to have an interest in the Reorganization because it will become investment adviser to the Acquiring Funds and will receive fees from the Acquiring Funds for its services as investment adviser. In addition, Syntax, LLC, an affiliate of the Adviser, may be deemed to have an interest in the Reorganization because it will continue to serve as the Acquiring Funds’ Index Provider.

The Board knows of no other business to be brought before the Special Meeting. If any other matters come before the Special Meeting, the Board intends that proxies that do not contain specific restrictions to the contrary will be voted on those matters in accordance with the judgment of the persons named in the enclosed proxy card.

The Acquired Funds are not required and do not intend to hold annual or other periodic meetings of shareholders except as required by the 1940 Act. By observing this policy, the Acquired Fund seeks to avoid the expenses customarily incurred in the preparation of proxy material and the holding of shareholder meetings, as well as the related expenditure of staff time. If a Reorganization is not completed, the next meeting of the shareholders of the Acquired Fund(s) will be held at such time as the Board may determine or at such time as may be legally required. Any shareholder proposal intended to be presented at such meeting must be received by the Trust at its office at a reasonable time before the Trust begins to print and mail its proxy statement, as determined by the Board, to be included in the Acquired Fund’s proxy statement and form of proxy relating to that meeting, and must satisfy all other legal requirements.

Certain legal matters concerning the issuance of shares of the Acquiring Fund in connection with the Reorganization and the tax consequences of the Reorganization will be passed upon by Chapman & Cutler LLP.

The financial statements of the Acquired Fund for the year ended December 31, 2023, contained in the Acquired Fund’s December 31, 2023 Annual Report to Shareholders, have been audited by Cohen & Company, Ltd., independent registered public accounting firm. The Acquiring Funds are newly created and do not yet have a financial history. Cohen & Company, Ltd., serves as the independent registered public accounting firm to each of the Acquired Funds and the Acquiring Funds.

The Trust and ELFT are subject to the information requirements of the Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith, file reports and other information, including proxy materials and charter documents, with the SEC. Reports, proxy statements, registration statements and other information filed by the Trust may be inspected without charge and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. Copies of such materials may also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, DC 20549 at prescribed rates.

APPENDIX A

The Form of Agreement and Plan of Reorganization has been included to provide shareholders with general information regarding its terms. The form of Agreement and Plan of Reorganization remains subject to change.

FORM OF

AGREEMENT AND PLAN OF REORGANIZATION

SYNTAX ETF TRUST

The Board of Trustees (the “Board”) of Syntax ETF Trust (the “Trust”) has approved, the following reorganizations (each, a “Reorganization”): (i) the reorganization of the Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF, Syntax Stratified SmallCap ETF, Syntax Stratified U.S. Total Market ETF, and Syntax Stratified Total Market II ETF with and into the Stratified LargeCap Index ETF; and (ii) the reorganization of the Syntax Stratified U.S. Total Market Hedged ETF with and into the Stratified LargeCap Hedged ETF. Each of the Syntax Stratified LargeCap ETF, Syntax Stratified MidCap ETF, Syntax Stratified SmallCap ETF, Syntax Stratified U.S. Total Market ETF, Syntax Stratified Total Market II ETF, and Syntax Stratified U.S. Total Market Hedged ETF are referred to herein as the “Acquired Funds.” Each of the Stratified LargeCap Index ETF and the Stratified LargeCap Hedged ETF are hereinafter referred to as the “Acquiring Funds.” Each Acquired Fund and its corresponding Acquiring Fund are set forth in the table below.

Except for the Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF, each Acquired Fund and each Acquiring Fund intend that, for United States federal income tax purposes, with respect to each Reorganization, that (i) such Reorganization constitutes a “reorganization” within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and (ii) this Plan (as defined below) to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a)(1) of the Code and Treasury Regulation Section 1.368-2(g).

The transfers by Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF have 0% overlap with the Acquiring Fund (Stratified LargeCap Index ETF) and have differing investment objective compared to the Acquiring Fund, which is expected to cause these Reorganizations to fail a historic asset or trade or business test. The two transactions are, thus, likely to be characterized as a purchase by the Acquiring Fund of the assets of Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF in exchange for the stock of the Acquiring Fund. Each of Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF will recognize gain or loss based upon the difference between the fair market value of the Acquiring Fund stock provided in the transaction compared to the tax basis of the securities transferred to the Acquiring Fund by Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF. Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF will then liquidate distributing the stock of the Acquiring Fund to their own stockholders. The liquidation will also be a taxable transaction and the stockholders of Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF will recognize gain or loss based upon the difference between the fair market value of the Acquiring Fund stock distributed in the liquidation compared to the tax basis of the stock of Syntax Stratified MidCap ETF or Syntax Stratified SmallCap ETF cancelled in the liquidation.

This Agreement and Plan of Reorganization (the “Plan”) sets forth the terms of each Reorganization. Each Reorganization will consist of the following steps in the order indicated: (1) the transfer of all of the assets of an Acquired Fund to the corresponding Acquiring Fund listed in the table above in exchange for (i) the assumption by the corresponding Acquiring Fund of all of the liabilities of the Acquired Fund and (ii) the issuance of shares of beneficial interest by the corresponding Acquiring Fund to the Acquired Fund in an amount that will equal, in aggregate net asset value (and cash in lieu of fractional shares, if any), to the aggregate net asset value of the shares of the Acquired Fund, on the last business day preceding the closing of the Reorganization; (2) the distribution of shares of the corresponding Acquiring Fund pro rata to the shareholders of the Acquired Fund with holders of shares of the Acquired Fund receiving the number of shares of the Acquiring Fund (and cash in lieu of fractional shares, if any) equal in value to the aggregate net asset value of the shares of the Acquired Fund that the shareholder held immediately prior to the Reorganization; and (3) the ultimate redemption and cancellation by the Trust of the shares of an Acquired Fund in complete liquidation and dissolution of the Acquired Fund.

More specifically, each Acquired Fund will transfer to the corresponding Acquired Fund, and the Acquiring Fund will acquire from the Acquired Fund, all of the assets of the Acquired Fund on the Closing Date, as defined below, and will assume from the Acquired Fund all of the liabilities of the Acquired Fund in exchange for the issuance of the number of shares of the Acquiring Fund (and cash in lieu of fractional shares, if any) determined as provided in the following paragraphs, which shares will be subsequently distributed pro rata to the shareholders of the Acquired Fund in complete liquidation and termination of the Acquired Fund and in exchange for all of the Acquired Fund’s shares. An Acquired Fund will not issue, sell, or transfer any of its shares after the Closing Date, and only redemption requests received by the Acquired Fund in proper form prior to the Closing Date shall be fulfilled by the Acquired Fund.

Immediately prior to the Closing Date, each Acquired Fund, other than Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF, will declare and pay a dividend to its shareholders that, together with all previous dividends for the taxable year, is intended to have the effect of distributing to Acquired Fund shareholders all of the Acquired Fund’s investment company taxable income (computed without regard to the deduction for dividends paid), net capital gain (taking into account available capital loss carryforwards, except for the Syntax Stratified MidCap ETF and Syntax Stratified SmallCap ETF), if any, and net tax-exempt income, if any, for the taxable year ending on the Closing Date.

On the Closing Date, the Acquiring Fund will issue to the Acquired Fund a number of full and fractional shares of the Acquiring Fund (and cash in lieu of fractional shares, if any), taken at their then net asset value, having an aggregate net asset value equal to the aggregate value of the net assets of the Acquired Fund. The aggregate value of the net assets of each Fund shall be determined in accordance with the then-current Prospectus of the Funds as of the last business day preceding the Closing Date.

The closing of the transactions contemplated in this Plan shall be held at the offices of Exchange Traded Concepts, LLC, 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120 on or about [ ], or on such other date as Trust management may determine (the “Closing”). The date on which the Closing is to be held as provided in this Plan shall be known as the “Closing Date.”

In the event that on the Closing Date (a) the NYSE is closed for other than customary weekend and holiday closings or (b) trading on the NYSE is restricted or (c) an emergency exists as a result of which it is not reasonably practicable for a Fund to fairly determine the value of its assets, the Closing Date shall be postponed until the first business day after the day on which trading shall have been fully resumed.

As soon as practicable after the Closing, each Acquiring Fund shall (a) distribute on a pro rata basis to the shareholders of record of the corresponding Acquired Funds at the close of business on the Closing Date the shares of the Acquiring Fund received by the Acquired Fund at the Closing in exchange for all of the Acquired Fund’s outstanding shares, and (b) be liquidated in accordance with applicable law and the Trust’s governing documents.

For purposes of the distribution of shares of the Acquiring Fund to shareholders of the Acquired Fund, the Acquiring Fund shall credit its books an appropriate number of its shares to the account of each shareholder of the Acquired Fund. No certificates will be issued for shares of an Acquiring Fund.

Each Acquired Fund will, within a reasonable period of time before the Closing Date, furnish the corresponding Acquiring Fund with a list of the Acquired Fund’s portfolio securities and other investments. Each Acquired Fund will, within a reasonable period of time before the Closing Date, identify the securities, if any, on the Acquired Fund’s list referred to in the foregoing sentence that the Acquiring Fund wishes to receive from the Acquired Fund and otherwise how the Acquiring Fund wishes the Acquiring Fund’s portfolio to be repositioned prior to the Closing in accordance with the Acquiring Fund’s investment objective, policies, and strategies.. Notwithstanding the foregoing, nothing herein will require an Acquired Fund to dispose of or purchase any investments or securities if, in the reasonable judgment of the Board or ETC, such disposition would adversely affect the status of the transactions contemplated in this Plan as a “reorganization,” as such term is used in Section 368(a) of the Code, or would otherwise not be in the best interests of the Acquired Fund.

The Trust, on behalf of itself, or where applicable, each Acquired Fund, represents and warrants to Exchange Listed Funds Trust (the “Acquiring Trust”) and each Acquiring Fund as follows:

The Acquiring Trust, on behalf of itself, or where applicable, each Acquiring Fund, represents and warrants to the Trust and each Acquired Fund as follows:

Prior to the Closing Date, the Trust shall have shall have received an opinion of Chapman and Cutler LLP in form and substance reasonably acceptable to the Trust with respect to certain U.S. federal income tax matters for the applicable Acquired Funds and Acquiring Funds. In rendering such opinion, Chapman and Cutler LLP may request and rely upon such representations and certifications contained in the representation certificates from the Acquired Funds and Acquiring Funds and representations and certifications of others as it may reasonably request, and the officers of the Trust will cooperate to make and certify the accuracy of such representations contained in the representation certificates. The foregoing opinion may contain such assumptions and limitations as shall be in the opinion of such counsel appropriate to render the opinions expressed therein. The foregoing opinion may state that no opinion is expressed as to any other U.S. federal tax issues (except those set forth in the opinion) and all state, local or foreign tax issues of any kind.

Prior to the Closing Date, the Acquired Fund shall deliver to the Acquiring Fund a list setting forth the assets to be assigned, delivered, and transferred to the Acquiring Fund, including the securities then owned by the Acquired Fund and the respective federal income tax bases (on an identified cost basis) thereof, and the liabilities to be assumed by the Acquired Fund pursuant to this Plan.

All of an Acquired Fund’s portfolio securities shall be delivered by the Acquired Fund’s custodian on the Closing Date to the Acquiring Fund or its custodian, either endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the practice of brokers or, if such securities are held in a securities depository within the meaning of Rule 17f-4 under the Investment Company Act of 1940, as amended, transferred to an account in the name of the Acquired Fund or its custodian with said depository. All cash to be delivered pursuant to this Plan shall be transferred from the Acquired Fund’s account at its custodian to the Acquiring Fund’s account at its custodian. If on the Closing Date the Acquired Fund is unable to make good delivery to the Acquiring Fund’s custodian of any of the Acquired Fund’s portfolio securities because such securities have not yet been delivered to the Acquired Fund’s custodian by its brokers or by the transfer agent for such securities, then the delivery requirement with respect to such securities shall be waived, and the Acquired Fund shall deliver to the Acquiring Fund’s custodian on or by said Closing Date with respect to said undelivered securities executed copies of an agreement of assignment in a form satisfactory to the Acquiring Fund, and a due bill or due bills in form and substance satisfactory to the custodian, together with such other documents including brokers’ confirmations, as may be reasonably required by the Acquiring Fund.

This Plan may be abandoned and terminated with respect to one or both Reorganizations, or with respect to any particular Fund, whether before or after notification to the shareholders of an Acquired Fund, if the Board believes that the consummation of the transactions contemplated hereunder would not be in the best interests of the shareholders of an Acquired Fund or an Acquiring Fund. The Closing of the Reorganization of an Acquired Fund into its corresponding Acquired Fund is not contingent upon the closing of any other Reorganization under this Plan.

This Plan may be amended by the Board at any time, except that after notification to the shareholders of an Acquired Fund, no amendment may be made with respect to the Plan that in the opinion of the Board materially adversely affects the interests of the shareholders of an Acquired Fund.

Except as expressly provided otherwise in this Plan, Syntax Advisors, LLC, the investment adviser to each Fund, will pay or cause to be paid all direct expenses incurred in connection with the transactions contemplated under this Plan, including, but not limited to: costs of preparing, printing, and distributing the Proxy Statement/Prospectus and prospectus supplements of an Acquired Fund relating to a Reorganization, and expenses of winding down the operations and terminating the existence of the Acquired Fund; legal fees of counsel to the Funds, including those incurred in connection with the preparation of legal opinions, and accounting fees with respect to the Reorganization and the Proxy Statement/Prospectus; and all necessary taxes in connection with the delivery of Acquired Fund assets, including all applicable federal and state stock transfer stamps.

Notwithstanding the foregoing, the party directly incurring any costs and expenses will bear such costs and expenses if and to the extent that payment by another party would result (as determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) in the Acquiring Funds failing to qualify and be eligible for treatment as a regulated investment company under Sections 851 and 852 of the Code or would prevent the Reorganizations from qualifying as a reorganization within the meaning of Section 368(a) of the Code or otherwise result in the imposition of tax on the Acquired Funds or the Acquiring Funds or any of their respective shareholders.

This Plan may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each party agrees that electronic signatures of the parties included in this Plan are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.

IN WITNESS WHEREOF, each of the parties hereto has caused this Plan to be executed as of the ____ day of [               ]

APPENDIX B - FINANCIAL HIGHLIGHTS 

The following financial highlights tables are intended to help you understand a Fund’s financial performance for the period of the Acquired Fund’s operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost), on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended December 31, 2021, 2022 and 2023 for the Acquired Fund has been derived from the financial statements audited by the Acquired Fund’s independent registered public accounting firm, Cohen & Company, Ltd., whose report, along with the Acquired Fund’s financial statements, are included in the Acquired Fund’s Annual Report, which is available upon request. The information for the fiscal years or periods (as applicable) prior to the fiscal year ended December 31, 2021 was audited by another independent registered public accounting firm.

Financial Highlights

Selected data for a share outstanding throughout each period

Financial Highlights

Selected data for a share outstanding throughout each period

Financial Highlights

Selected data for a share outstanding throughout each period