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根据美国证券交易委员会的文件\n在OCTOBER 9, 2026

1933年法案注册文件编号： \n333-289817

1940年法案文件编号：811-24116

美国

证券交易委员会

华盛顿特区 20549

表格 N-1A

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

根据1933年证券法的注册声明	☒
生效前修正案 No. ___	☐
生效后修正案第76号	☒
和/或
根据1940年投资公司法的注册声明	☒
修正案第78号	☒

TIDAL TRUST V

（根据章程规定的注册人准确名称）

Tidal ETF Services LLC

234 West Florida Street, Suite 700

Milwaukee, WI 53204

（主要执行办公室地址，邮政编码）

（注册人的电话号码，包括地区代码）(855) 843-2534

The Corporation Trust Company

1209 Orange Street

Corporation Trust Center

Wilmington, DE 19801

（服务代理人名称和地址）

副本发送至：

\n \n \n \n

Eric W. Falkeis

Tidal ETF Services LLC

234 West Florida Street, Suite 700

Milwaukee, WI 53204

John M. Ford

Troutman Pepper Locke LLP

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103

拟议此文件将在（勾选适当方框）：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	☐	立即生效，根据第(b)段
	☑	2026年10月10日生效，根据第(b)段
	☐	在提交后60天生效，根据第(a)(1)段
	☐	在（日期）生效，根据第(a)(1)段
	☐	在提交后75天生效，根据第(a)(2)段
	☐	在（日期）生效，根据第(a)(2)段的规则485。

说明性备注：\n这是Tidal Trust V（“信托”）的注册声明的第76号生效后修正案，用于注册Defiance Daily Target 2X Long Pasqal ETF作为信托的新系列，并根据规则485作出其他允许的更改。

$\"\"$

Defiance Daily Target 2X Long Pasqal ETF\n(PASX)

在纽约证券交易所阿拉卡公司（“交易所”）上市

说明书

2026年10月10日

美国证券交易委员会（“SEC”）未批准或否决这些证券，也未对说明书的准确性或充分性进行审查。\n任何与此相反的陈述都是刑事犯罪。

该基金旨在实现每日杠杆投资结果\n并应作为短期交易工具使用。

该基金试图提供与底层证券（“底层证券”）股价表现相对应的每日投资\n结果，为两倍（200%）。

该基金并非旨在供不打算积极监控和管理其投资组合的投资者使用，也不适合此类投资者。该基金与大多数共同基金和交易所交易基金非常不同。投资者应注意：

(1) 该基金追求每日杠杆投资目标，这意味着与不使用杠杆的替代方案相比，该基金风险更高，因为该基金放大了其底层证券的表现。

(2) 追求底层证券股价的每日杠杆表现意味着，该基金在超过一个完整交易日的期间内的回报将是该期间内每个交易日的每日回报的乘积。

因此，在市场波动时期，基础证券的股价波动可能对基金的收益产生重大影响，甚至比基础证券的收益更大。对于单日以外的时段，基金的表现很可能与同期基础证券每日收益的200%有显著差异，甚至方向相反，且在扣除费用和开支之前如此。基金可能不会按预期表现。基金并不适合所有投资者。\n该基金仅设计供专业投资者使用，例如交易员和采用动态策略的积极投资者。\n基金的投资者应：

（a）了解使用杠杆相关的风险；

（b）了解追求每日杠杆投资结果的后果；以及

（c）有意主动监控和管理其投资。

不了解该基金或无意主动管理资金并监控投资的投资者，不应购买该基金的份额。

无法保证该基金能够实现其投资目标，且在短时间内投资该基金可能会损失大量资金。该基金并不是一个完整的投资计划。

该基金的投资顾问不会尝试调整基金的投资组合，以确保基金在交易日不会获得或损失超过其净资产价值的最大百分比。

因此，如果基础证券的股价在某个交易日下跌超过50%，该基金的投资者可能会损失全部资金。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Defiance Daily\n Target 2X Long Pasqal ETF - 基金摘要	1

基金的更多信息	13

投资组合持仓	28

管理	29

如何购买和出售份额	30

股息、分配和税务	31

分配	34

溢价/折价信息	34

其他通知	34

财务亮点	35

DEFIANCE DAILY TARGET 2X LONG PASQAL ETF – 基金摘要

关于该基金的重要信息

The Defiance Daily Target 2X Long Pasqal ETF\n(the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price\nof Pasqal Holding SA (NASDAQ: PSQL) (the “Underlying Security” or “PASQAL”). Because the Fund seeks daily leveraged\ninvestment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use\nleverage.

投资者在投资时间长于或短于交易日的期间时，不应期望其回报为标的证券在该期间内表现的200%。对于长于交易日的期间，基金的回报将是该期间内每个交易日复利回报的结果，这很可能与标的证券在该期间内回报的200%不同。持有基金超过一天以及标的证券价格波动性越高，复利对投资者回报的影响就越大，这可能对投资者的回报产生正面或负面影响。在标的证券价格波动较高的时期，标的证券的波动性可能对基金的回报产生与标的证券回报相当或更大的影响。复利的影响会因投资者持有基金的时间长短以及投资者持有基金期间标的证券的波动性而有所不同。有关标的证券波动性如何可能对基金回报产生与标的证券回报相当或更大的影响的示例，请参见下方“主要投资风险 – 复利和市场波动风险”部分。

该基金并不适合所有投资者。该基金仅适用于了解相关知识的投资者，这些投资者理解寻求每日杠杆（2倍）投资结果的潜在后果，了解杠杆使用相关的风险，并愿意频繁监控其投资组合。该基金不适合那些无意主动监控和管理其投资组合的投资者使用。对于超过一天的期间，如果标的证券的表现持平，该基金将会亏损，而且即使标的证券在超过一天的期间内表现上涨，该基金也有可能亏损。投资者可能在一天内损失全部本金价值。

投资目标

该基金旨在实现每日投资结果（在扣除费用和开支前），为帕斯卡尔控股公司（纳斯达克：PSQL）股价每日百分比变化的两倍（200%）。该基金并不旨在实现其声明的投资目标，除非是在单个交易日的期间内。

基金的费用和开支

本表描述了您购买、持有和卖出基金（“份额”）时可能支付的费用和开支。您可能还需支付其他费用，例如经纪佣金和其他向金融中介支付的费用，这些费用未在下面的表格和示例中体现。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

年度基金运营费用⁽¹⁾（您每年支付的费用，占您投资价值的百分比）
管理费	1.29%
分销和服务（12b-1）费用	无
其他费用（经纪人利息）⁽²⁾	0.02%
年度基金总运营费用⁽³⁾	1.31%

⁽¹⁾	基金的投资顾问Tidal Investments LLC（“Tidal”或“顾问”），是一家Tidal Financial Group公司，将支付或要求子顾问支付基金产生的所有费用（除顾问费和子顾问费外，视情况而定），不包括为投资目的而产生的借款利息费用、做空证券的股息和其他费用、税款、经纪佣金和其他在买卖证券及其它投资工具订单中产生的费用、收购基金的费用和开支、累计递延税负债、根据《1940年投资公司法》第12b-1条制定的任何分销计划下由基金支付的分销费用和开支，以及诉讼费用和其他非经常性或特殊费用。
⁽²⁾	基于本财年的预估金额。
⁽³⁾	投资于互换合约的费用，包括互换合约的嵌入费用和参考资产的运营费用，是一项间接费用，未包含在上述费用表中，也未在费用示例中体现。

费用示例

此示例旨在帮助您比较投资该基金与其他基金的成本。该示例假设您将10,000美元投资于该基金，并在 indicated 的时间段内持有，然后在这些时间段结束时赎回或持有所有份额。该示例还假设您的投资每年有5%的回报，并且该基金的运营费用保持不变。该示例不考虑您在购买和出售份额时可能支付的经纪佣金。尽管您的实际成本可能更高或更低，但根据这些假设，您的成本将是：

\n \n \n \n \n \n \n \n \n \n

1年	3年

$133	$415

投资组合周转

该基金在买卖证券（或“周转”其投资组合）时会支付交易成本，如佣金。较高的投资组合周转率可能表明较高的交易成本，并且在持有份额的应税账户中可能导致更高的税款。这些成本未反映在年度总基金运营费用或上述费用示例中，会影响基金的表现。由于该基金是新设立的，目前尚无投资组合周转信息。

主要投资策略

该基金是一只主动管理的交易所交易基金（“ETF”），通过使用衍生工具，即互换协议和/或上市期权合约，试图实现标的证券股价每日百分比变化的两倍（200%）。该基金旨在实现单日的百分比变化，而不是其他任何时间段。一个“单日”指的是“从一个交易日的正常交易收盘到下一个交易日的收盘”这一时间段。

如果基金在实施其策略时遇到限制，无论是由于市场状况、衍生品的可获得性、交易对手问题或其他因素，基金可能无法实现投资回报（在扣除费用和开支前）与标的证券每日表现的两倍（2X）相对应，且在这些期间可能回报大幅减少。在这些期间，基金的实际杠杆水平可能与其目标杠杆水平存在显著差异，无论是盘中还是收盘时，可能导致显著较低的回报。

基金可能会与金融机构签订一项或多项互换协议，期限为指定期间，可能从一天到一年以上。通过每项互换协议，基金和金融机构将同意交换标的证券股价所产生的收益（或收益率差异）。双方之间交换或“互换”的总收益（即在扣除任何费用或开支前的收益）是根据“名义金额”（即工具的面值）计算的，例如，代表标的证券的特定金额的收益或价值变化。

基金还可能利用上市期权，以期实现标的证券的杠杆2X暴露。基金主要采用短期（一个月或更短）价内看涨期权（行权价低于标的证券当前市场价格的期权，提供即时内在价值）。此外，基金可能使用其他期权策略来产生类似的标的证券暴露，如买入看涨期权和卖出看跌期权，行权价相同。这些期权使基金能够根据市场状况、流动性限制或其他可能影响互换协议的可用性或定价的因素，调整其杠杆策略。使用上市期权为基金追求每日投资目标提供了额外的灵活性。在互换可用性受限的情况下，基金可能更依赖期权合约。此外，基金可能根据市场动态的变化使用期权。然而，使用期权合约通常不如互换高效，并可能增加基金无法实现其每日2X目标的可能性。

在每个交易日结束时，基金的互换和期权将根据市场估值进行估值，基金的投资顾问将重新平衡基金的持仓，以尝试保持基金的杠杆暴露水平约为标的证券股价的200%。这种每日重新平衡预计会导致高组合周转率。

有关基金假设投资的示例，请参阅基金招募说明书中的“关于基金的附加信息 – 主要投资策略。”部分。

基金在超过一天的期间的表现主要（但不仅限于）取决于以下因素：a) 标的证券的波动性；b) 标的证券的表现；c) 时间段；d) 杠杆暴露相关的融资利率；以及e) 其他基金费用。

基金将持有资产作为其衍生品头寸的抵押品。对于这些抵押品持有，基金可能会投资于（1）美国政府证券，如美国财政部发行的票据、债券和债券；（2）货币市场基金；（3）短期债券ETF；以及/或（4）公司债务证券，如由被评为投资级或同等质量的企业发行的商业票据和其他短期无担保本票。

该基金已采用一项政策，至少80%的头寸暴露于具有经济特征的金融工具，这些特征应使每日表现达到底层证券份额的2倍。该基金预计会将40%至60%的资产作为互换协议的抵押品或作为购买期权合约的保费。

该基金根据《1940年法案》被归类为“非多样化”。该基金的投资策略预计会导致年度组合周转率较高。

由于每日再平衡以及每天的收益随时间复利，超过单日的基金收益将是该期间内每天收益的复利结果，这很可能与同一时期底层证券份额收益的200%不同。如果底层证券的表现长期持平，基金将亏损，而且由于每日再平衡，底层证券份额的波动性和复利效应，即使底层证券在超过单个交易日的时期内表现上涨，基金也可能长期亏损。因此，投资者不应计划在超过单个交易日的时间内不加监控地持有该基金的份额。

帕斯卡尔控股公司SA（“帕斯卡尔控股”）

帕斯卡尔控股是一家法国量子计算公司，致力于开发中性原子量子处理器，旨在实现工业应用的扩展。该公司专注于将量子计算整合到高性能计算和云环境中，以支持优化、模拟和定向人工智能相关工作负载等新兴用例。利用双模拟-数字能力，帕斯卡尔控股目前在全球运营商业级量子处理单元，同时构建面向容错架构的硬件路线图。2026年8月27日，帕斯卡尔控股与SPAC布莱希罗德收购公司II完成了业务合并。PASQAL在纳斯达克股票市场有限责任公司（“纳斯达克”）上市。根据PASQAL于2026年9月2日提交的20-F表格，截至2026年9月1日，PASQAL有212,293,691股普通股流通。帕斯卡尔控股于2026年5月在法国成立，总部位于法国；帕斯卡尔控股受法国司法管辖和法律约束。

PASQAL根据《1934年证券交易法》（经修订）注册。根据《证券交易法》，PASQAL向或向美国证券交易委员会（SEC）提供的信息或提交的信息，可通过美国证券交易委员会网站www.sec.gov上的SEC文件编号001-43463进行查阅。此外，有关PASQAL的信息还可通过其他来源获取，包括但不限于新闻稿、报纸文章和其他公开传播的文件。

本文件仅涉及此处所发行的证券，与PASQAL的股份或其他证券无关。基金所包含的有关PASQAL的所有披露信息均来自公开可获取的文件。基金、Tidal Trust V（“信托”）或顾问及其各自关联方均未参与此类公开可获取的发行文件的编制，也未就PASQAL的相关文件进行任何尽职调查。基金、信托或顾问及其各自关联方均不作出任何声明，表示此类公开可获取的文件或任何其他有关PASQAL的公开信息是准确或完整的。此外，基金无法保证在本文件日期之前发生的所有事件（包括可能影响上述公开可获取文件准确或完整性的事件）均已公开披露。此后若披露任何此类事件，或披露或未披露有关PASQAL的重要未来事件，可能会影响与证券相关的价值，从而影响证券的价值。

基金、信托、顾问或其各自关联方不向您作出有关PASQAL表现的任何声明。

基金、TIDAL TRUST V或TIDAL INVESTMENTS LLC与PASQAL无任何关联、联系或关系。基金并非由PASQAL开发或创建，也未得到PASQAL的赞助、认可或批准。

此外，PASQAL未参与基金投资策略的制定。PASQAL不选择或批准基金的投资组合持仓，也不参与基金的构建、设计或实施。PASQAL不就基金或其表现作出任何保证、担保或声明。本文内容不得解释为PASQAL发出的任何证券的要约。

基金、信托、顾问或其各自关联方均不声称对PASQAL或其关联方拥有的任何商标拥有任何所有权利益。所有商标的权利均归其各自所有者保留。

由于基金的投资策略，基金的投资敞口集中在与底层证券所分配的行业相同的行业。截至本招股说明书的日期，PASQAL被分配至电子设备、仪器及组件行业。

主要投资风险

投资于基金的主要风险如下所述。与任何投资一样，您可能会损失在基金中的全部或部分投资。其中一些或所有风险可能会对基金的每份份额的净资产值（“NAV”）、交易价格、收益、总回报和/或实现其投资目标的能力产生不利影响。有关投资于基金的风险的更多信息，请参阅基金招股说明书中的“关于基金的更多信息—投资于基金的主要风险”部分。

投资于该基金存在风险。该基金可能无法实现其投资目标，您可能会损失全部投资于该基金的资金。该基金不是完整投资计划。此外，该基金还存在与其它ETF传统上不相关的风险。投资者在投资该基金前，应仔细审查以下列出的所有风险并理解它们的重要性。

以下总结的每项风险都被视为投资该基金的“主要风险”，无论其出现的顺序如何。

PASQAL风险。 该基金投资于基于PASQAL股价的互换合约和期权。这使该基金面临与拥有PASQAL股票相同的某些风险，尽管它并不拥有PASQAL的股票。由于该基金投资于基于PASQAL价值的互换合约和期权，该基金还可能面临以下风险：

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间接投资PASQAL风险。 PASQAL与信托、基金或顾问及其各自关联方无关，也未以任何方式参与此次发行，且没有义务在采取可能影响股份价值的公司行动时考虑您的股份。基金的投资者将没有投票权或对PASQAL管理的影响力，但将暴露于PASQAL的表现（基础证券）之下。投资者也不会有权从PASQAL获得股息或其他分配，但仍需承担与基础证券所有权相关的价格波动和其他风险。

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PASQAL交易风险。PASQAL的交易价格可能受波动影响，并可能因各种因素而出现大幅波动。做空者也可能影响PASQAL的交易活动，导致市场不稳定。公众舆论和公司无法控制的外部因素可能不成比例地影响PASQAL的股价。此外，在市场波动期后，公司曾面临证券集体诉讼。任何不利判决或未来的股东诉讼可能导致大量成本并分散管理层的注意力和资源。如果PASQAL的股份出现交易暂停、退市或市场重大中断，该基金可能在进入、修改或清算其头寸时遇到困难。这些情况可能会影响该基金实现其投资目标的能力，导致重大跟踪误差，或在极端情况下迫使该基金完全清算。

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PASQAL表现风险。PASQAL可能无法达到其公开宣布的指导方针或其他对其业务的期望，这可能导致PASQAL股价下跌。正确识别影响业务状况的关键因素和预测未来事件本质上是一个不确定的过程，PASQAL提供的指导可能最终并不准确。如果PASQAL的指导不准确，或由于其无法满足假设或由于各种风险和不确定性对其财务表现的潜在影响，导致实际结果与指导不符，PASQAL发行的普通股的市场价值可能会大幅下跌。

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PASQAL 市场与上市风险。 PASQAL 的经营历史有限，可能无法实现持续盈利。其产生稳定收入的能力不确定，可能需要筹集额外资本以资助运营，这可能导致现有股东权益被稀释。作为一家在纳斯达克上市的新公司，其证券可能经历较高的价格波动、有限的分析师覆盖和较低的交易流动性，与更成熟的发行人相比。这些因素可能使该股票对市场情绪、投资者需求的微小变化或短期新闻事件更加敏感。如果 PASQAL 无法以有利条件进入资本市场，或如果投资者信心因业务或行业的发展而受到负面影响，该基金的投资价值可能会受到重大不利影响。

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信息技术行业风险。 信息技术行业包括从事互联网软件和服务、技术硬件和存储外围设备、电子设备仪器和组件以及半导体和半导体设备等业务的公司。信息技术公司面临激烈的竞争，无论是在国内还是国际上，这可能对利润率产生不利影响。信息技术公司可能产品线有限、市场有限、财务资源或人员有限。由于技术发展和频繁推出新产品，信息技术公司的产品可能面临快速过时的风险，以及增长率和合格人员服务的竞争的不可预测变化。如果无法推出新产品、开发并维护忠诚的客户群，或使其产品获得普遍的市场接受度，可能会对公司的业务产生重大不利影响。信息技术行业的公司严重依赖知识产权，专利、版权和商标保护的丧失可能对这些公司的盈利能力产生不利影响。

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电子设备、仪器及组件行业风险。 从事电子设备、仪器及组件行业的公司面临地缘政治紧张局势（如贸易战、制裁和出口管制）带来的风险，这些风险可能扰乱关键组件、原材料和先进技术的流通。此类中断可能导致供应短缺、交货时间延长和成本增加。地缘政治事件还可能使关键制造地区不稳定。这些公司可能还严重依赖单一或少数供应商的组件，这会增加其对不可预见事件（如自然灾害、工厂火灾、设备故障或罢工）的脆弱性。关键组件（如半导体）的生产能力有限，以及关键矿物（如锂）的潜在短缺可能导致生产延误和成本增加。港口拥堵、集装箱短缺和运输成本上升可能阻碍组件的及时交付。在产品生命周期中，组件可能变得过时，导致项目延误和额外成本。电子产品的消费者和行业需求波动可能导致市场快速变化，使生产预测变得困难，并可能导致库存过剩或错失销售机会。快速的技术变革（包括人工智能（AI）、5G（即第五代蜂窝技术）和电动汽车等）虽然推动了增长，但也要求公司持续创新和投资，以在高度竞争的行业中保持竞争力。此外，技术进步对于在这个领域保持竞争力至关重要，但研发工作的高成本和不确定结果可能带来财务风险。该行业公司面临更高的网络安全风险，因为其技术具有敏感性，而安全漏洞可能导致运营中断、声誉损害和监管审查。

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监管与合规风险。 从事电子设备、仪器及组件行业的公司面临不同贸易政策、关税和出口管制带来的风险，这些可能造成合规负担并影响盈利能力，尤其是对于在特定地区制造或采购的公司。与联网设备相关的网络安全和数据保护的更严格规定要求制造商投资于安全的产品开发。对环保设计、能效和可回收性的日益关注要求遵守新的环境法规，这可能需要在材料替代、测试和设备及组件的重新设计方面产生额外成本。

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新上市公司的风险。 作为一家新上市的公司，PASQAL面临一些可能在更成熟的上市公司中不存在的风险和不确定性。PASQAL作为一家公开交易实体的经营历史有限，无法保证PASQAL能够成功应对与在国家证券交易所上市相关的增加的义务和审查。PASQAL普通股的市场价格可能波动，并可能在PASQAL经营业绩无关的情况下下跌。此外，PASQAL的股票可能面临有限的流动性，这可能会加剧价格波动。此外，PASQAL将产生重大额外费用，并投入大量管理资源来遵守适用于上市公司的要求，包括1934年《证券交易法》、《萨班斯法案》以及适用的上市标准。公司可能会因上市公司报告、审计、法律合规、投资者关系和披露义务而产生重大额外费用和管理负担。PASQAL证券的交易可能具有有限的流动性，这可能会加剧波动性并放大与公司基本面无关的价格波动。此外，PASQAL的管理层和关键人员可能在管理上市公司方面缺乏或没有先前经验。任何无法维持有效的内部控制、财务报告系统或投资者沟通都可能对投资者信心产生不利影响，损害PASQAL的声誉，并对证券的市场价值产生负面影响。

单一发行人风险。发行人特定属性可能导致对基金的投资比传统分散风险的集合投资或整体市场更加波动。该基金专注于单一证券，其价值可能比传统集合投资或整体市场更加波动，并可能与传统集合投资或整体市场的价值表现不同。此外，该基金将根据基础发行人的情况实施其投资策略，无论是否存在重大公司行动，如重组、执法活动或收购，或在不利的市场、经济或其他条件下，都不会在这些时期采取临时防御性立场。

杠杆投资与市场波动风险。\n该基金具有每日杠杆投资目标，该基金在超过交易日的期间的表现将是该期间内每日收益的复合结果，这很可能与标的证券表现的两倍（200%）不同，在扣除基金管理费和其他费用之前。复利效应适用于所有投资，但对旨在复制每日杠杆收益并每日重新平衡的基金影响更为显著。对于旨在复制标的证券每日表现两倍的基金，如果标的证券的不利每日表现减少了股东的投资金额，那么任何进一步的不利每日表现将导致较小的美元损失，因为股东的投资已经因之前的不利表现而减少。同样，如果标的证券的有利每日表现增加了股东的投资金额，那么由于未来不利表现导致的美元金额损失将增加，因为股东的投资已经增加。

随着标的证券的波动性和持有期增加，复利的影响会更加明显。复利的影响会因股东持有基金的时间长短以及股东持有基金期间标的证券的波动性而有所不同。

下面的图表提供了标的证券波动性如何影响基金表现的示例。该图表说明了影响基金表现的两个因素——标的证券的波动性和标的证券的表现。标的证券的表现显示了在指定时间段内标的证券股价的百分比变化，而标的证券的波动性是该时间段内收益波动幅度的统计测量值。如下面所示，即使标的证券在两个相等的时间段内的表现相同，这两个时间段内标的证券波动性（即标的证券股价波动幅度）的不同可能导致这两个时间段的基金表现截然不同，这是由于在这些时间段内每日收益的复利效应。

对于超过一天的期间，可以根据以下因素的任何假设集来估算基金表现：a）标的证券波动性；b）标的证券表现；c）时间段；d）与杠杆敞口相关的融资利率；以及e）其他基金费用。图表显示了在一年期内标的证券波动性和标的证券表现的各种组合的估计基金回报。图表中显示的表现假设：（i）没有基金费用；（ii）借贷利率（以获得杠杆敞口）为0%。如果基金费用和/或实际借贷利率被考虑在内，估计回报将与所显示的不同。特别是在标的证券波动性较高的时期，复利将导致超过交易日的期间结果与标的证券表现的两倍（200%）有所不同。

如下面的图表所示，在标的证券的股价一年内没有变化的情况下，如果标的证券的年化波动率为25%，该基金预计会损失6.1%。如果标的证券的年化波动率上升至75%，一年期的假设损失将扩大至约-43%。在更高的波动率范围内，即使标的证券的股价没有变化，该基金也有可能出现显著的价值损失。例如，如果标的证券的年化波动率为100%，即使标的证券在一年内的股价累计变化为0%，该基金预计会损失其价值的63.2%。

红色（或深灰色）区域表示基金预期回报低于标的证券表现两倍（200%）的情况，绿色（或浅灰色）区域表示基金预期回报高于标的证券表现两倍（200%）的情况。由于上述任何因素或以下“每日相关性/跟踪风险”中所述的因素，基金的实际表现可能与下面显示的表现有显著差异。

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200%或两倍的预计收益 \n标的证券的表现

标的证券的表现	一年期波动率
一年 \n基础 \n证券		两倍 \n（200%）的 \n一年期 \n表现	10%	25%	50%	75%	100%
-60%		-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%		-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%		-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%		-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%		-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%		-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%		0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%		20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%		40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%		60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%		80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%		100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%		120%	153.5%	140.5%	99.4%	45.9%	-5.8%

标的证券在2026年8月28日至2026年9月30日期间的年化历史波动率为135.8%。在此期间，标的证券在任何一年的最高波动率为135.8%。在此期间，标的证券的年化表现是-100.0%。历史标的证券波动率和表现并不能说明标的证券未来的表现。

每日相关性/跟踪风险。 无法保证该基金能够实现与标的证券高度杠杆相关，从而实现其每日杠杆投资目标。为了实现与标的证券的高度杠杆相关，该基金力求每日重新平衡其投资组合，以保持与每日杠杆投资目标一致的敞口。当标的证券在交易日收盘时波动较大时，基金在这些日子可能会出现重大过度或不足的敞口。市场中断、监管限制和极端波动也会对基金调整敞口至所需水平的能力产生不利影响。如果发生重大日内市场事件和/或标的证券出现重大上涨或下跌，该基金可能无法实现其投资目标，无法适当重新平衡其投资组合，或可能经历重大溢价或折价，或买卖价差扩大。

基金可能由于费用、支出、交易成本、与使用衍生品相关的融资成本、直接或间接投资于ETF、收入项目、估值方法、会计准则以及基金所持证券或衍生品市场的中断或流动性不足而难以实现其每日杠杆投资目标。基金可能面临资金大量流入或流出的情况，这可能导致基金对标的证券的暴露程度过高或过低。基金可能会采取或避免采取某些头寸，以提高税务效率或遵守各种监管限制，这两种情况都可能对基金的杠杆相关性产生负面影响。

激进投资技术风险。基金使用被认为具有激进性质的投资技术，包括使用杠杆和衍生品（如互换）。由于这些投资技术通常涉及相对于所承担的投资敞口而言较小的投资金额，因此可能导致损失超过投资金额。

杠杆风险。基金通过使用杠杆获得超过其净资产的投资敞口，可能在与其投资目标相反的市场条件下损失更多资金，而不会使用杠杆的基金则不会如此。对基金的投资会面临标的证券每日表现下降被放大的风险。这意味着，对基金的投资将因标的证券股价每日下降1%而减少2%，不包括融资成本和其他运营费用，这些费用会进一步降低其价值。如果标的证券股价下跌超过50%，基金理论上可能会损失超过其净资产的金额。杠杆还会放大基金表现与标的证券股价之间差异的影响。

衍生品风险。衍生品是价值来源于基础参考资产或资产（如股票、债券或基金（包括ETF）、利率或指数）的金融工具。基金对衍生品的投资可能带来除直接投资于证券或其他普通投资之外，甚至更大的风险，包括市场风险、杠杆风险、与基础投资或基金其他投资组合头寸的不完美每日相关性、更高的价格波动性、可用性不足、交易对手风险、流动性、估值和法律限制。使用衍生品是一项高度专业化的活动，涉及与普通投资组合证券交易不同的投资技术和风险。使用衍生品可能导致比直接投资于证券更大的损失或更小的收益。当基金使用衍生品时，标的证券股价与衍生品之间可能存在不完美的相关性，这可能使基金无法实现其投资目标。由于衍生品通常只需要有限的初始投资，使用衍生品可能使基金面临超过初始投资金额的损失。

该基金将受到与通过其衍生品组合可能产生的风险价值水平相关的监管限制。如果该基金在较长时间内超过这些监管阈值，该基金可能会决定有必要对其投资策略进行调整，包括该基金期望的每日杠杆化表现。

此外，该基金在衍生品上的投资还面临以下风险：

互换协议。 使用互换交易是一项高度专业化的活动，涉及的投资技巧和风险与普通组合证券交易不同。该基金是否能通过互换协议实现其投资目标，取决于顾问根据基金的投资目标结构化此类互换协议以及识别这些互换协议的交易对手的能力。如果顾问无法达成提供对底层证券杠杆化敞口的互换协议，该基金可能无法实现其声明的投资目标。此外，使用互换交易相关的任何融资、借款或其他成本也可能对基金的回报产生降低的影响。

该基金投资的互换协议通常在场外交易市场交易，该市场通常比交易所交易的衍生品工具透明度更低。在标准的互换交易中，双方同意交换特定预定参考资产或底层证券或工具所产生的收益（或收益差异）。双方之间要交换或互换的总收益是根据名义金额或投资于证券组合中的特定金额的收益或价值变化来计算的。

如果底层证券出现剧烈波动，导致基金净资产大幅下降，该基金与交易对手之间的互换协议条款可能允许交易对手立即与基金平仓互换交易。在这种情况下，该基金可能无法达成其他互换协议或投资于其他衍生品，以实现与基金投资目标一致的敞口。这可能使该基金无法实现其杠杆化投资目标，即使底层证券后来逆转了其全部或部分波动。

期权合约。 使用期权合约涉及与普通投资组合证券交易不同的投资策略和风险。\n期权的价格波动性较大，受多种因素影响，包括标的工具实际和预期价值的变化，包括预期的波动性，这些都受到财政和货币政策以及国内外政治的影响，参考资产的实际或隐含波动性的变化，期权合约到期前的时间以及经济事件。基金投资的期权合约价值在很大程度上受标的证券价值的影响。基金可能因特定期权头寸而遭受重大下行风险，基金持有的某些期权头寸可能到期作废。基金持有的期权可在到期日按执行价格行权。随着期权接近到期日，其价值通常会越来越与标的工具的价值同步变动。然而，在此日期之前，期权的价值通常不会以与标的工具相同的速度上涨或下跌。期权合约与标的工具价值变动之间可能存在不完全的相关性，某些期权合约可能不存在流动性二级市场。基金持有的期权价值将根据市场报价或其他公认的定价方法确定。此外，由于基金旨在通过使用期权合约持续保持对标的证券的间接敞口，当基金持有的期权合约被行权或到期时，它将进入新的期权合约，这一做法称为“滚动”。如果到期的期权合约产生的收益不足以覆盖进入新期权合约的成本，基金可能会遭受损失。使用期权进行杠杆操作会引入额外的风险，包括市场不利变动时的重大潜在损失。期权中的杠杆作用可能会放大收益和损失，导致波动性增加和重大损失的潜在风险，尤其是在市场不确定或流动性较低的时期。此外，如果标的证券的价值与基金的头寸相反，基金可能会遭受损失，可能导致支付的期权费全部损失。

交易对手风险。 根据其投资策略所设想的范围，基金可能会使用衍生工具，如期权、互换、期货合约和其他工具，以获得或管理投资敞口。衍生工具可能面临交易对手风险，即交易对手、清算会员或清算所可能因破产、无力偿债、财务困境、运营失败或其他违约行为而不愿或无法履行对基金的义务。如果交易对手或清算会员违约，基金可能会失去交易的预期收益，可能在收回抵押品或其他应得金额时遇到延迟或成本，或者可能被迫以不利条款进行替代交易，甚至无法进行。如果缺乏合适的交易对手或清算会员，基金可能无法有效实施其投资策略。

近期公开上市和衍生品容量限制风险。 基金实现每日杠杆投资目标的能力，部分取决于可获得的互换、期权和其他提供对底层证券敞口的金融工具。由于PASQAL仅最近才上市交易，这些工具可能有限、流动性差、成本高或不可用，尤其是在PASQAL公开上市后的一段时间内，或在市场波动或需求显著增加的时期。交易所持仓限制、保证金要求、交易对手风险限制、有限的公众流通股、有限的交易历史或其他市场、监管或运营限制也可能限制基金获得或维持其期望的杠杆敞口的能力。因此，基金可能无法实现等于底层证券每日表现200%的敞口，可能无法有效再平衡，或可能需要持有更多现金或使用效率较低的工具。这些限制可能增加跟踪误差，导致基金的回报显著低于底层证券每日表现的两倍，或阻止基金实现其投资目标。

集中风险。 基金将在与底层证券所分配的行业相同的行业中集中投资（即持有其总资产的25%以上），基金目前预计这些行业包括电子设备、仪器及组件行业。因此，基金可能更容易受到影响这些行业而非整体市场的不利事件的影响。

日内投资风险。 基金寻求从某个交易日的市场收盘到下一个交易日的市场收盘之间的投资结果。基金在二级市场日内投资的敞口是该交易日第一个交易日市场收盘时底层证券的股价与购买时底层证券的股价之间差异的函数。如果底层证券的股价上涨，基金的净资产将大约以基金敞口的两倍幅度上升。相反，如果底层证券的股价下跌，基金的净资产将大约以基金敞口的两倍幅度下降。因此，日内购买份额的投资者可能会经历表现高于或低于基金所声明的底层证券杠杆表现的情况。

如果发生重大日内市场事件和/或底层证券的证券出现重大涨跌，基金可能无法实现其投资目标或适当再平衡其投资组合。

固定收益证券风险. 当基金投资于固定收益证券时，您在基金中的投资价值将随着利率的变化而波动。通常，利率上升会导致基金持有的固定收益证券价值下降。一般来说，久期较长的固定收益证券的市场价格对利率变化的反应会比短期证券更大。其他风险因素包括信用风险（债务人可能违约）、展期风险（发行人可能比预期更晚行使偿还固定利率债务的权力）和提前偿付风险（债务人可能提前偿付其债务，从而减少利息支付金额）。这些风险可能会影响基金特定投资的价值，可能导致基金的份额价格和总回报减少，并且波动性大于其他类型的投资。

再平衡风险. 如果由于任何原因，基金无法对其投资组合的全部或部分进行再平衡，或者其投资组合的全部或部分被错误地再平衡，那么基金的投资敞口可能与基金的投资目标不一致。在这种情况下，基金可能对底层证券的投资敞口显著大于或小于其声明的投资目标。因此，由于未被正确再平衡，基金可能面临杠杆风险，并可能无法实现其投资目标。

ETF 风险

授权参与者、做市商和流动性提供者集中风险。 基金仅有有限数量的金融机构被授权直接从基金购买和赎回份额（称为“授权参与者”或“AP”）。此外，市场上可能仅有有限数量的做市商和/或流动性提供者。如果发生以下任何一种情况，份额可能以显著低于净资产值（NAV）的价格交易，甚至可能被退市：(i) 授权参与者退出业务或无法处理创设和/或赎回订单，且没有其他授权参与者提供这些服务；或 (ii) 做市商和/或流动性提供者退出业务或大幅减少其业务活动，且没有其他实体提供其职能。

现金赎回风险。 基金的投资策略可能要求其以现金形式赎回份额或在赎回所得中包含现金。例如，基金可能无法以实物形式赎回基金持有的某些证券（如衍生工具）。在这种情况下，基金可能需要出售或平仓投资组合中的投资以获得所需现金来支付赎回所得。这可能导致基金确认其原本可能不会确认的资本利得。因此，基金可能支付比使用实物赎回流程更高的年度资本利得分配。通过支付更高的年度资本利得分配，投资者可能面临更高的资本利得税。与现金赎回相关的成本可能包括基金原本可能不会产生的经纪成本。这些成本可能由基金承担，从而降低其净资产值，除非这些成本被授权参与者支付的交易费用抵消。

买卖份额的成本。\n买卖份额会涉及某些成本，包括经纪佣金、经纪人收取的其他费用以及买卖价差。\n买卖价差是指投资者愿意买入份额的价格与愿意卖出份额的价格之间的差额。该价差会根据份额的交易量和市场流动性随时间变化。如果份额交易量和市场流动性较高，价差通常较低；如果份额交易量和市场流动性较低，价差通常较高。由于买卖份额的成本，频繁交易份额可能会降低投资收益，因此对于计划经常进行小额投资的投资者来说，投资份额可能并不合适。

份额可能以不同于净资产值的价格交易。 与所有ETF一样，份额可以在二级市场以市场价格买入和卖出。尽管预计份额的市场价格将接近基金的净资产值（NAV），但由于份额的供需或市场波动期间，份额的市场价格可能在盘中高于NAV（溢价）或低于NAV（折价）。在市场波动时期、市场大幅下跌时期以及份额在二级市场交易活动有限的时期，这种风险会更加显著，此时这种溢价或折价可能相当大。

交易。 尽管份额在诸如NYSE Arca, Inc.（“交易所”）这样的全国性证券交易所上市，并且可能在除交易所以外的美国交易所交易，但无法保证份额在任何股票交易所都有交易量，甚至可能完全不交易。在市场压力较大的情况下，份额的流动性可能会开始反映基金底层组合持仓的流动性，而这些持仓的流动性可能比份额本身显著更低。这种对基金份额流动性产生的不利影响可能导致买卖价差扩大，并导致基金份额的市场价格与份额的底层价值之间出现差异。

流动性风险。在某些情况下，例如基金投资的金融工具的有序市场出现中断时，基金可能无法快速或以反映顾问判断的真正市场价格来获取或处置某些持仓。基金投资的金融工具的市场可能因多种事件而中断，包括但不限于经济危机、健康危机、自然灾害、过度波动、美国国内或国外的新立法或监管变化。这些情况可能会影响基金自身份额的流动性。

Economic and Market Risk. Economies and\nfinancial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions\nin one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio\nmay underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes,\ndue to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates,\nglobal demand for particular products or resources, market instability, financial system instability, debt crises and downgrades, embargoes,\ntariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical\nevents. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war,\nterrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The\nimposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries\nalso may lead to volatility and instability in domestic and foreign markets.

High Portfolio Turnover Risk. Daily rebalancing\nof the Fund’s holdings pursuant to its daily investment objective causes a much greater number of portfolio transactions when compared\nto most ETFs. Additionally, active market trading of the Fund’s Shares on exchanges (such as the Exchange), could cause more frequent\ncreation and redemption activities, which could increase the number of portfolio transactions. Frequent and active trading may lead to\nhigher transaction costs because of increased broker commissions resulting from such transactions. In addition, there is the possibility\nof significantly increased short-term capital gains (which will be taxable to shareholders as ordinary income when distributed to them).\nThe Fund calculates portfolio turnover without including the short-term cash instruments or derivative transactions that comprise the\nmajority of the Fund’s trading. As such, if the Fund’s extensive use of derivative instruments were reflected, the calculated\nportfolio turnover rate would be significantly higher.

Tracking Error Risk. Tracking error is\nthe divergence of the Fund’s performance from that of its investment objective which aims to replicate two times the daily percentage\nchange in the price of the Underlying Security. Tracking error may occur for a number of reasons. Tracking error may occur because of\ntransaction costs, the Fund’s holding of cash, differences in accrual of dividends, being under- or overexposed to the Underlying\nSecurity or the need to meet new or existing regulatory requirements. Tracking error risk may be heightened during times of market volatility\nor other unusual market conditions such as market disruptions. The Fund may be required to deviate from its investment objectives, and\ntherefore experience tracking error, as a result of market restrictions or other legal reasons, including regulatory limits or other restrictions\non securities that may be purchased by the Adviser and its affiliates.

Liquidity Risk. Some securities held by\nthe Fund may be difficult to sell or be illiquid, particularly during times of market turmoil. Markets for securities or financial instruments\ncould be disrupted by a number of events, including, but not limited to, an economic crisis, natural disasters, epidemics/pandemics, new\nlegislation or regulatory changes inside or outside the United States. Illiquid securities may be difficult to value, especially in changing\nor volatile markets. If the Fund is forced to sell an illiquid security at an unfavorable time or price, the Fund may be adversely impacted.\nCertain market conditions or restrictions may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with\nthe Underlying Security. There is no assurance that a security that is deemed liquid when purchased will continue to be liquid. Market\nilliquidity may cause losses for the Fund.

Management Risk. The risk that the investment\ntechniques and risk analyses applied by the investment adviser will not produce the desired results and that legislative, regulatory,\nor tax developments may affect the investment techniques available to the investment adviser and the individual portfolio manager in connection\nwith managing the Fund. There is no guarantee that the investment objective of the Fund will be achieved.

Money Market Instrument Risk. The Fund\nmay use a variety of money market instruments for cash management purposes, including money market funds, depositary accounts and repurchase\nagreements. Repurchase agreements are contracts in which a seller of securities agrees to buy the securities back at a specified time\nand price. Repurchase agreements may be subject to market and credit risk related to the collateral securing the repurchase agreement.\nMoney market instruments may lose money.

New Fund Risk. The Fund is a recently organized\nmanagement investment company with no operating history. As a result, prospective investors do not have a track record or history on which\nto base their investment decisions.

Non-Diversification Risk. Because the Fund\nis “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number\nof issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller number\nof issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.\nThis may increase the Fund’s volatility and cause the performance of a relatively smaller number of issuers to have a greater impact\non the Fund’s performance.

Trading Halt Risk. Although the Underlying\nSecurity’s shares are listed for trading on an exchange, there can be no assurance that an active trading market for such shares\nwill be available at all times and the Exchange may halt trading of such shares in certain circumstances. A halt in trading in the Underlying\nSecurity’s shares is expected, in turn, to result in a halt in the trading in the Fund’s Shares. Trading in the Underlying\nSecurity’s and/or Fund’s Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of\nthe Exchange, make trading in the Underlying Security’s and/or Fund’s Shares inadvisable. In addition, trading in the Underlying\nSecurity’s and/or Fund’s Shares on an exchange is subject to trading halts caused by extraordinary market volatility pursuant\nto exchange “circuit breaker” rules. In the event of a trading halt for an extended period of time, the Fund may be unable\nto execute arrangements with swap counterparties that are necessary to implement the Fund’s investment strategy.

Operational Risk. The Fund is subject to\nrisks arising from various operational factors, including, but not limited to, human error, processing and communication errors, errors\nof the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems\nfailures. The Fund relies on third-parties for a range of services, including custody. Any delay or failure relating to engaging or maintaining\nsuch service providers may affect the Fund’s ability to meet its investment objective. Although the Fund and the Fund’s investment\nadvisor seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks.

U.S. Government and U.S. Agency Obligations\nRisk. The Fund may invest in securities issued by the U.S. government or its agencies or instrumentalities. U.S. Government obligations\ninclude securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, such as\nthe U.S. Treasury. Payment of principal and interest on U.S. Government obligations may be backed by the full faith and credit of the\nUnited States or may be backed solely by the issuing or guaranteeing agency or instrumentality itself. In the latter case, the investor\nmust look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, which agency or\ninstrumentality may be privately owned. There can be no assurance that the U.S. Government would provide financial support to its agencies\nor instrumentalities (including government-sponsored enterprises) where it is not obligated to do so.

Performance

Performance information for the Fund is not included\nbecause the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included,\nthis section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history\nfrom year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance.\nAlthough past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some\nindication of the risks of investing in the Fund. Updated performance information will be available on the Fund’s website at www.defianceetfs.com.

Management

Investment Adviser: Tidal Investments LLC serves as investment\nadviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily\nresponsible for the day-to-day management of the Fund.

Brett Johnson, Portfolio Manager for the Adviser,\nhas been a portfolio manager of the Fund since its inception in 2026.

Christopher P. Mullen, Portfolio Manager for the\nAdviser, has been a portfolio manager of the Fund since its inception in 2026.

Purchase and Sale of Shares

The Fund issues and redeems Shares at NAV only\nin large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. The Fund generally\nissues and redeems Creation Units in exchange for a portfolio of securities (the “Deposit Securities”) and/or a designated\namount of U.S. cash.

Shares are listed on a national securities exchange,\nsuch as the Exchange, and individual Shares may only be bought and sold in the secondary market through brokers at market prices, rather\nthan NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV\n(discount).

An investor may incur costs attributable to the\ndifference between the highest price a buyer is willing to pay to purchase Shares (the “bid” price) and the lowest price a\nseller is willing to accept for Shares (the “ask” price) when buying or selling Shares in the secondary market. This difference\nin bid and ask prices is often referred to as the “bid-ask spread.”

When available, information regarding the Fund’s\nNAV, market price, how often Shares traded on the Exchange at a premium or discount, and bid-ask spreads can be found on the Fund’s\nwebsite at www.defianceetfs.com.

Tax Information

Fund distributions are generally taxable as ordinary\nincome, qualified dividend income, or capital gains (or a combination), unless an investment is in an individual retirement account (“IRA”)\nor other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal\nof assets from those accounts.

Financial Intermediary Compensation

If you purchase Shares through a broker-dealer\nor other financial intermediary (such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay Intermediaries\nfor certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable\nabout exchange-traded products, including the Fund, or for other activities, such as marketing, educational training, or other initiatives\nrelated to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your\nsalesperson to recommend the Fund over another investment. Any such arrangements do not result in increased Fund expenses. Ask your salesperson\nor visit the Intermediary’s website for more information.

ADDITIONAL INFORMATION ABOUT THE FUND

Investment Objective

The investment objective of the Fund is to seek\ndaily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of its Underlying\nSecurity.

An investment objective is fundamental if it cannot\nbe changed without the consent of the holders of a majority of the outstanding Shares. The Fund’s investment objective has not been\nadopted as a fundamental investment policy and therefore the Fund’s investment objective may be changed without the consent of the\nFund’s shareholders upon approval by the Board of Trustees (the “Board”) of Tidal Trust V (the “Trust”)\nand at least 60 days’ written notice to shareholders.

The Fund has adopted a policy to have at least\n80% exposure to financial instruments with economic characteristics that should perform 2X the daily performance of its Underlying Security’s\nshares. The Fund’s 80% policy is non-fundamental and can be changed without shareholder approval. However, Fund shareholders would\nbe given at least 60 days’ notice prior to any such change. To the extent swaps are used to meet the Fund’s 80% policy, the\nnotional value of the swaps will be used when determining the Fund’s compliance.

The Fund engages in transactions with counterparties,\nwhich may include subsidiaries of public companies. Investors should be aware that the Fund may not have recourse to the parent company\nfor obligations of such counterparties. Consequently, the Fund is exposed to the credit risk of these counterparties, and their inability\nto meet the terms of their agreements could result in financial loss to the Fund.

The Fund\nseeks to provide a return of approximately two times the daily performance of the share price of its Underlying Security.

The Fund does not attempt to, and should not\nbe expected to, achieve this daily percentage change for periods other than a single day. The Fund rebalances its implied exposure on\na daily basis, increasing exposure to the Underlying Security in response to that day’s gains or reducing exposure to the Underlying\nSecurity in response to that day’s losses.

The exposure to the Underlying Security received\nby an investor who purchases the Fund intra-day will differ from the Fund’s stated daily investment objective by an amount determined\nby the movement of such Underlying Security from its share price at the end of the prior day. If the Underlying Security’s share\nprice moves in a direction favorable to the Fund between the close of the market on one trading day through the time on the next trading\nday when the investor purchases Fund Shares, the investor will receive less exposure to the Underlying Security than the Fund’s\nstated daily investment objective. Conversely, if the Underlying Security’s share price moves in a direction adverse to the Fund,\nthe investor will receive more exposure to the Underlying Security than the Fund’s stated daily investment objective.

As used in this Prospectus, the terms “daily,”\n“day,” and “trading day,” mean the period from the regular close of the markets on one trading day to the regular\nclose of the markets on the next trading day.

The Fund is designed as a short-term trading\nvehicle. The Fund is intended to be used by investors who intend to actively monitor and manage their portfolios.

Shares of the Fund upon commencement of operations\nwill be listed and traded on the Exchange, where the market prices for the Shares may be different from the intra-day value of the Shares\ndisseminated by the Exchange and from its NAV. Unlike conventional mutual funds, Shares are not individually redeemable directly with\nthe Fund. Rather, the Fund issues and redeems Shares on a continuous basis at NAV only in large blocks of Shares called “Creation\nUnits.” Creation Units of the Fund are issued and redeemed for cash. As a result, retail investors generally will not be able to\npurchase or redeem Shares directly from, or with, the Fund. Most retail investors will purchase or sell Shares in the secondary market\nthrough a broker.

The Fund is not suitable for all investors.\nIn particular, the Fund is not suitable for investors with longer-term investment objectives. The Fund is designed to be utilized only\nby sophisticated investors, such as traders and active investors employing dynamic strategies. Such investors are expected to monitor\nand manage their portfolios frequently. Investors in the Fund should: (a) understand the consequences of seeking daily leveraged investment\nresults and (b) understand the risks associated with the use of leverage. Investors who do not understand the Fund or do not intend to\nactively manage their funds and monitor their investments should not buy the Fund.

There is no assurance that the Fund will achieve\nits investment objective and an investment in the Fund could lose a substantial amount of money over a short period of time. No single\nfund is a complete investment program.

Principal Investment Strategies

In order to achieve the Fund’s investment\nobjective, the Adviser invests in a manner that is designed to correspond to two times (200%) the daily performance of the share price\nof the Fund’s Underlying Security.

The Fund attempts to achieve its investment objective\nby investing a substantial amount of its assets in financial instruments that provide exposure to its Underlying Security, such as swap\nagreements. At the end of each trading day, it is expected that for the 2X leveraged exposure the Fund seeks, the swap notional exposure\nagainst the Underlying Security will be approximately equal to two times the Fund’s NAV.

To achieve a swap notional exposure equal to two\ntimes the Fund’s NAV at the end of each trading day, the Adviser will adjust the swap notional exposure daily by sending orders\nto the swap provider(s) for execution at close. Such transactions will result in trading fees to be paid by the Fund.

The Fund will enter into swap agreements with\nmajor financial institutions for a specified period ranging from one day to more than one year whereby the Fund and the global financial\ninstitution will agree to exchange the return earned or realized on the underlying security. The gross returns to be exchanged or “swapped”\nbetween the parties are calculated with respect to a “notional amount,” e.g., the return on or change in value of a particular\ndollar amount representing the underlying security. Each trading day, the Adviser adjusts the Fund’s exposure to its underlying\nsecurity consistent with the Fund’s daily leveraged investment objective. The impact of market movements during the day determines\nwhether the portfolio needs to be repositioned. If the share price of the underlying security has risen on a given day, the value of the\nFund’s net assets should rise, meaning its exposure will typically need to be increased. Conversely, if the share price of the underlying\nsecurity has fallen on a given day, the value of the Fund’s net assets should fall, meaning its exposure will typically need to\nbe reduced.

The time and manner in which the Fund rebalances\nits portfolio may vary from day to day at the sole discretion of the Adviser depending upon market conditions and other circumstances.\nGenerally, at or near the close of the market at each trading day, the Fund will position its portfolio to seek to ensure that the Fund’s\nexposure to its underlying security is consistent with its stated investment objective. The Fund reviews its notional exposure under each\nof its swap agreements, which reflects the extent of the Fund’s total investment exposure under the swap, to seek to ensure that\nthe Fund’s exposure is in-line with its stated investment objective. The gross returns to be exchanged are calculated with respect\nto the notional amount and the underlying security share price returns to which the swap is linked. Swaps are typically closed out on\na net basis. Thus, while the notional amount reflects the Fund’s total investment exposure under the swap, the net amount is the\nFund’s current obligations (or rights) under the swap. That is the amount to be paid or received under the agreement based on the\nrelative values of the positions held by each party to the agreement. If for any reason the Fund is unable to rebalance all or a portion\nof its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund’s investment exposure may not be consistent\nwith the Fund’s investment objective. As a result, the Fund may be more or less exposed to leverage risk than if it had been properly\nrebalanced and may not achieve its investment objective. To the extent that the Fund needs to “roll” its swap positions (i.e.,\nenter into new swap positions with a later expiration date as the current positions approach expiration), it could be subjected to increased\ncosts, which could negatively impact the Fund’s performance.

Additionally, to complement the Fund’s primary\nstrategy of using swap agreements to achieve leveraged exposure, the Fund may employ listed options contracts as an additional tool to\ngenerate leverage on an as-needed basis. By incorporating listed options, such as call options, the Fund can gain leveraged exposure to\nthe Underlying Security without relying solely on swaps. This flexibility allows the Fund to adjust its leverage strategy in response\nto market conditions, liquidity constraints, or other factors that may impact the availability or pricing of swap agreements. The use\nof options may help the Fund meet its daily investment objective more effectively under varying market conditions.

The Fund will hold assets to serve as collateral\nfor the Fund’s swap agreements. For those collateral holdings, the Fund may invest in (1) U.S. Government securities, such as bills,\nnotes and bonds issued by the U.S. Treasury; (2) money market funds; (3) short-term bond ETFs; and/or (4) corporate debt securities,\nsuch as commercial paper and other short-term unsecured promissory notes issued by businesses that are rated investment grade or of comparable\nquality.

The Effects of Fees and Expenses on the Return\nof the Fund for a Single Trading Day

To create the necessary exposure, the Fund will\nenter into one or more swap agreements with financial institutions. The Fund will incur borrowing costs associated with the use of swaps.\nFor instance, if the Underlying Security returns 1% on a given day, the gross expected return of the 2X Fund would be 2%, but the net\nexpected return, which factors in the cost of financing the portfolio and the impact of operating expenses, would be lower.

The Fund may have difficulty in achieving its\ndaily leveraged investment objective due to fees, expenses, transaction costs, income items, accounting standards, significant purchase\nand redemption activity by Fund shareholders and/or disruptions or a temporary lack of liquidity in the markets for the securities held\nby the Fund.

The Fund will be subject to regulatory constraints\nrelating to level of value at risk that the Fund may incur through its derivative portfolio.

An exchange or market may close or issue trading\nhalts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result\nin the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to\nrebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.

If the Fund is unable to obtain sufficient exposure\nto its Underlying Security due to the limited availability of necessary investments or financial instruments, the Fund could, among other\nthings, fail to meet its daily investment objective or experience increased transaction fees. Under such circumstances, the Fund could\ntrade at significant bid-ask spreads, premiums or discounts to its NAV and could experience substantial redemptions.

A Cautionary Note to Investors Regarding Dramatic\nUnderlying Security Movement. The Adviser will not attempt to position the Fund’s portfolio to ensure that the Fund does not\ngain or lose more than a maximum percentage of its NAV on a given day. The Fund could lose an amount greater than its net assets in the\nevent of a movement of an Underlying Security’s share price in excess of 50% in a direction adverse to the Fund (meaning a loss\nin the value of the Underlying Security). As a result, the risk of total loss exists.

If the Underlying Security’s share price\nhas a dramatic loss that causes a material decline in the Fund’s net assets, the terms of the Fund’s swap agreements may permit\nthe counterparty to immediately close out the swap transaction. In that event, the Fund may be unable to enter into another swap agreement\nor invest in other derivatives to achieve exposure consistent with the Fund’s investment objective. This may prevent the Fund from\nachieving its investment objective, even if the Underlying Security later reverses all or a portion of the move, and result in significant\nlosses.

Examples

Examples of the Impact of Daily Compounding.\nBecause the Fund’s exposure to the Underlying Security’s share price is repositioned on a daily basis, for a holding period\nlonger than one day, the pursuit of the daily investment objective will result in daily compounding for the Fund. This means that the\nreturn of the Underlying Security’s share price over a period of time greater than one day multiplied by the Fund’s daily\ninvestment objective (e.g., 200% of such return) generally will not equal the Fund’s performance over that same period. As a consequence,\ninvestors should not plan to hold shares of the Fund unmonitored for periods longer than a single trading day. This deviation increases\nwith higher volatility in the Underlying Security’s share price and longer holding periods. Further, the return for investors that\ninvest for periods less than a full trading day or for a period different than a trading day will not be the product of the return of\nthe Fund’s stated daily leveraged investment objective and the performance of the Underlying Security’s share price for the\nfull trading day. The actual exposure will largely be a function of the performance of the Underlying Security’s share price from\nthe end of the prior trading day. The examples assume a full daily leveraged amount of exactly 2X to the Underlying Security’s share\nprice.

Consider the following examples (each of which\nassumes the investor purchases and sells shares at NAV):

Example A

Amy is considering investments in two Funds, Funds\nA and B. Fund A is an ETF which seeks (before fees and expenses) to match the performance of the hypothetical underlying security’s\nshare price. Fund B is a leveraged ETF and seeks daily leveraged investment results (before fees and expenses) that correspond to 200%\nof the daily performance of the hypothetical underlying security’s share price.

On Day 1, the hypothetical underlying security’s\nshare price increases in value from $100 to $105, a gain of 5%. On Day 2, the hypothetical underlying security’s share price declines\nfrom $105 back to $100, a loss of 4.76%. In the aggregate, the share price of the hypothetical underlying security has not moved.

An investment in Fund A would be expected to gain\n5% on Day 1 and lose 4.76% on Day 2, returning the investment to its original value. The following example assumes a $100 investment in\nFund A when the hypothetical underlying security’s share price is $100:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Day	Underlying Security Share Price	Underlying Security \nPerformance	Value of Fund A Investment
			$100.00
1	$105.00	5.00%	$105.00
2	$100.00	-4.76%	$100.00

The same $100 investment in Fund B would be expected\nto gain 10% on Day 1 (200% of 5%) but decline 9.52% on Day 2.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Day	Underlying Security Performance	200% of Underlying Security \nPerformance	Value of Fund B Investment
			$100.00
1	5.00%	10.0%	$110.00
2	-4.76%	-9.52%	$99.52

Although the percentage decline in Fund B is smaller\non Day 2 than the percentage gain on Day 1, the loss is applied to a higher principal amount, so the investment in Fund B experiences\na loss even when the share price of the underlying security for the two-day period has not declined (these calculations do not include\nthe charges for fund fees and expenses).

As you can see, an investment in Fund B has additional\nrisks due to the effects of leverage and compounding.

An investor who purchases shares of the Fund intra-day\nwill generally receive more, or less, than the applicable exposure to the underlying security’s share price from that point until\nthe end of the trading day. The actual exposure will be largely a function of the performance of the underlying security from the end\nof the prior trading day. If the Fund’s shares are held for a period longer than a single trading day, the Fund’s performance\nis likely to deviate from the multiple return of the underlying security’s performance for the longer period. This deviation will\nincrease with higher underlying security volatility and longer holding periods.

Examples of the Impact of Volatility of the\nUnderlying Security. The Fund rebalances its portfolio on a daily basis, increasing exposure in response to that day’s gains\nor reducing exposure in response to that day’s losses. Daily rebalancing will typically cause the Fund to lose money if the Underlying\nSecurity’s shares experience volatility. A volatility rate is a statistical measure of the magnitude of fluctuations in the underlying\nsecurity’s share price returns over a defined period. For periods longer than a trading day, volatility in the performance of the\nUnderlying Security shares from day to day is the primary cause of any disparity between the Fund’s actual returns and the returns\nof the share of the Underlying Security for such period. Volatility causes such disparity because it exacerbates the effects of compounding\non the Fund’s returns. In addition, the effects of volatility are magnified in the Fund due to leverage. Consider the following\nthree examples that demonstrate the effect of volatility on a hypothetical fund (each of which assumes the investor purchases and sells\nshares at NAV):

Example 1 – Underlying Security Experiences\nLow Volatility

Amy invests $10.00 in a Hypothetical 2X Fund at\nthe close of trading on Day 1. During Day 2, the hypothetical underlying security’s share price rises from 100 to 102, a 2% gain.\nAmy’s investment rises 4% to $10.40. Amy holds her investment through the close of trading on Day 3, during which the hypothetical\nunderlying security’s share price rises from 102 to 104, a gain of 1.96%. Amy’s investment rises to $10.81, a gain during\nDay 3 of 3.92%. For the two-day period since Amy invested in the Hypothetical 2X Fund, the hypothetical underlying security gained 4%\nalthough Amy’s investment increased by 8.1%. Because the hypothetical underlying security’s shares continued to trend upwards\nwith low volatility, Amy’s return closely correlates to the 200% return of the return of the hypothetical underlying security’s\nshares for the period.

Example 2 – Underlying Security Experiences\nHigh Volatility

Now Amy invests $10.00 in a Hypothetical 2X Fund\nafter the close of trading on Day 1. During Day 2, the hypothetical underlying security’s share price rises from 100 to 102, a 2%\ngain, and Amy’s investment rises 4% to $10.40. Amy continues to hold her investment through the end of Day 3, during which the hypothetical\nunderlying security’s shares decline from 102 to 98, a loss of 3.92%. Amy’s investment declines by 7.84%, from $10.40 to $9.58.\nFor the two-day period since Amy invested in the Hypothetical 2X Fund, the hypothetical underlying security lost 2% while Amy’s\ninvestment decreased from $10 to $9.58, a 4.2% loss. The volatility of the hypothetical underlying security’s shares affected the\ncorrelation between the hypothetical underlying security’s return for the two-day period and Amy’s return. In this situation,\nAmy lost more than two times the return of the hypothetical underlying security.

Example 3 – Intra-day Investment with\nVolatility

Examples 1 and 2 assumed that Amy purchased the\nHypothetical 2X Fund at the close of trading on Day 1 and sold her investment at the close of trading on a subsequent day. However, if\nshe made an investment intra-day, she would have received notional exposure to the underlying security’s shares determined by the\nperformance of the underlying security’s shares from the end of the prior trading day until her time of purchase on the next trading\nday.

Consider the following example.

Amy invests $10.00 in a Hypothetical 2X Fund\nat 11 a.m. on Day 2. From the close of trading on Day 1 until 11 a.m. on Day 2, the hypothetical underlying security’s share price\nmoved from 100 to 102, a 2% gain. In light of that gain, the Hypothetical 2X Fund beta at the point at which Amy invests is 196%. During\nthe remainder of Day 2, the hypothetical underlying security’s share price rises from 102 to 110, a gain of 7.84%, and Amy’s\ninvestment rises 15.4% (which is the hypothetical underlying security gain of 7.84% multiplied by the 196% beta that she received) to\n$11.54. Amy continues to hold her investment through the close of trading on Day 3, during which the hypothetical underlying security’s\nshare price declines from 110 to 90, a loss of 18.18%. Amy’s investment declines by 36.4%, from $11.54 to $7.34. For the period\nof Amy’s investment, the hypothetical underlying security’s share price declined from 102 to 90, a loss of 11.76%, while\nAmy’s investment decreased from $10.00 to $7.34, a 27% loss. The volatility of the hypothetical underlying security’s shares\naffected the correlation between the hypothetical underlying security’s return for period and Amy’s return. In this situation,\nAmy lost more than two times the return of the hypothetical underlying security. Amy was also hurt because she missed the first 2% move\nof the hypothetical underlying security and had a beta of 196% for the remainder of Day 2.

Market Volatility. The Fund seeks to provide\na return which is two times the daily performance of the Underlying Security’s share price. The Fund does not attempt to, and should\nnot be expected to, provide returns which are two times the return of the Underlying Security’s share price for periods other than\na single day. The Fund rebalances its portfolio on a daily basis, increasing exposure in response to that day’s gains or reducing\nexposure in response to that day’s losses.

Daily rebalancing will impair the Fund’s\nperformance if its Underlying Security’s shares experience volatility. For instance, the Fund would be expected to lose 4% (as shown\nin Table 1 below) if its Underlying Security’s shares provided no return over a one-year period and experienced annualized volatility\nof 20%. If the Underlying Security’s shares’ annualized volatility were to rise to 40%, the hypothetical loss for a one-year\nperiod for the Fund widens to approximately -15%.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Table 1
Volatility	Fund
Range	Loss
10%	-1%
20%	-4%
30%	-9%
40%	-15%
50%	-23%
60%	-33%
70%	-47%
80%	-55%
90%	-76%
100%	-84%

Note that at higher volatility levels, there\nis a chance of a complete loss of Fund assets even if the share price of the Underlying Security is flat. For instance, if annualized\nvolatility of the Underlying Security’s shares were 90%, the Fund would be expected to lose 76%, even if the underlying security\nreturned 0% for the year.

Table 2 shows the annualized historical volatility\nrate for the Underlying Security’s shares over the periods noted.

Since market\nvolatility has negative implications for the Fund which rebalances daily, investors should be sure to monitor and manage their investments\nin the Fund particularly in volatile markets. The negative implications of volatility in Table 1 can be combined with the recent volatility\nranges of the shares of the Underlying Security in Table 2 to give investors some sense of the risks of holding the Fund for longer periods.\nHistorical volatility and performance for the Underlying Security are not likely indicative of future volatility and performance.

Table\n2 – Historic Volatility of the Underlying Security

\n \n \n \n \n \n \n \n \n

Underlying Security Name/Ticker	Historical\n Volatility Rate	Period
Pasqal Holding SA (NASDAQ: PSQL)	135.8%	August 28, 2026 – September 30, 2026

The Projected Returns of the Fund for Intra-Day\nPurchases. Because the Fund rebalances its portfolio once daily, an investor who purchases Shares intra-day will likely have more,\nor less, than 200% investment exposure to the share price Underlying Security. The exposure to the Underlying Security’s shares\nreceived by an investor who purchases the Fund intra-day will differ from the Fund’s stated daily investment objective (e.g., 200%)\nby an amount determined by the movement of the Underlying Security’s from its share price at the end of the prior day. If the Underlying\nSecurity’s share price moves in a direction favorable to the applicable Fund between the close of the market on one trading day\nthrough the time on the next trading day when the investor purchases Fund shares, the investor will receive less exposure to such Underlying\nSecurity than the stated Fund’s daily investment objective (e.g., 200%). Conversely, if an Underlying Security’s shares move\nin a direction adverse to the funds, the investor will receive more exposure to such Underlying Security than the stated fund daily leveraged\ninvestment objective (e.g., 200%).

Table 3 below indicates the hypothetical exposure\nto the share price of the underlying security that an intra-day purchase of the Hypothetical 2X Fund would be expected to provide based\nupon the movement in the share price of the underlying security from the close of the market on the prior trading day. Such exposure holds\nuntil a subsequent sale on that same trading day or until the close of the market on that trading day. For instance, if the underlying\nsecurity’s share price has moved 5% in a direction favorable to a Hypothetical 2X Fund, the investor would receive exposure to the\nperformance of the underlying security from that point until the investor sells later that day or the end of the day equal to approximately\n191% of the investor’s investment.

Conversely, if the underlying security’s\nshare price moves 5% in a direction unfavorable to the Hypothetical 2X Fund, an investor at that point would receive exposure to the performance\nof the underlying security from that point until the investor sells later that day or the end of the day equal to approximately 211% of\nthe investor’s investment.

The table below includes a range of hypothetical\nunderlying security share price moves from 20% to -20% and the corresponding exposure for the Hypothetical 2X Fund. Movement of the share\nprice of an underlying security beyond the range noted below will result in exposure further from the Hypothetical 2X Fund’s daily\ninvestment objective.

Table 3

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n Underlying \n Security \n Share Price Move	Resulting Exposure for \nHypothetical 2X Fund
-20%	267%
-15%	243%
-10%	225%
-5%	211%
0%	200%
5%	191%
10%	183%
15%	177%
20%	171%

The Projected Returns of the Fund for Periods\nOther Than a Single Trading Day. The Fund seeks leveraged investment results on a daily basis — from the close of regular trading\non one trading day to the close on the next trading day — which should not be equated with seeking an investment objective for any\nother period. For instance, if the Underlying Security’s shares gain 10% for a week, the Fund should not be expected to provide\na return of 20% for the week even if it meets its daily investment objective throughout the week. This is true because of the financing\ncharges noted above but also because the pursuit of daily goals may result in daily compounding, which means that the return of the Underlying\nSecurity over a period of time greater than one day multiplied by the Fund’s daily investment objective (e.g., 200%) will not generally\nequal the Fund’s performance over that same period. In addition, the effects of compounding become greater the longer shares of\nthe Fund are held beyond a single trading day.

The following tables set out a range of hypothetical\ndaily performances during a given 10 trading days for a Hypothetical 2X Fund compared to the underlying security and demonstrate how changes\nin the underlying security’s hypothetical performance would compare to the performance of a Hypothetical 2X Fund for a trading day\nand cumulatively up to, and including, the entire 10 trading day period. The charts are based on a hypothetical $100 investment in hypothetical\nfunds at NAV over a 10-trading day period and do not reflect fees or expenses of any kind.

Table 4 – The Underlying Security Lacks\na Clear Trend

Underlying Security	Hypothetical 2X Fund
	NAV	Daily \nPerformance	Cumulative \nPerformance	NAV	Daily \nPerformance	Cumulative \nPerformance
	$100.00			$100.00
Day 1	$105.00	5.00%	5.00%	$110.00	10.00%	10.00%
Day 2	$110.00	4.76%	10.00%	$120.48	9.52%	20.47%
Day 3	$100.00	-9.09%	0.00%	$ 98.57	-18.18%	-1.43%
Day 4	$90.00	-10.00%	-10.00%	$ 78.86	-20.00%	-21.14%
Day 5	$85.00	-5.56%	-15.00%	$ 70.10	-11.12%	-29.91%
Day 6	$100.00	17.65%	0.00%	$ 94.83	35.30%	-5.17%
Day 7	$95.00	-5.00%	-5.00%	$ 85.35	-10.00%	-14.65%
Day 8	$100.00	5.26%	0.00%	$ 94.34	10.52%	-5.68%
Day 9	$105.00	5.00%	5.00%	$103.77	10.00%	3.76%
Day 10	$100.00	-4.76%	0.00%	$ 93.89	-9.52%	-6.12%

The cumulative performance of the hypothetical\nunderlying security’s shares in Table 4 is 0% for 10 trading days. The return of the Hypothetical 2X Fund for the 10-trading day\nperiod is -6.12%. The volatility of the underlying security’s performance and lack of a clear trend results in performance for the\nHypothetical 2X Fund for the period which bears little relationship to the performance of the underlying security for the 10-trading day\nperiod.

Table 5 – The Underlying Security Rises\nin a Clear Trend

Underlying Security	Hypothetical 2X Fund
	NAV	Daily \nPerformance	Cumulative \nPerformance	NAV	Daily \nPerformance	Cumulative \nPerformance
	$100.00			$100.00
Day 1	$102.00	2.00%	2.00%	$104.00	4.00%	4.00%
Day 2	$104.00	1.96%	4.00%	$108.08	3.92%	8.08%
Day 3	$106.00	1.92%	6.00%	$112.24	3.84%	12.23%
Day 4	$108.00	1.89%	8.00%	$116.47	3.78%	16.47%
Day 5	$110.00	1.85%	10.00%	$120.78	3.70%	20.78%
Day 6	$112.00	1.82%	12.00%	$125.18	3.64%	25.17%
Day 7	$114.00	1.79%	14.00%	$129.65	3.58%	29.66%
Day 8	$116.00	1.75%	16.00%	$134.20	3.50%	34.19%
Day 9	$118.00	1.72%	18.00%	$138.82	3.44%	38.81%
Day 10	$120.00	1.69%	20.00%	$143.53	3.38%	43.50%

The cumulative performance of the underlying security’s\nshare price in Table 5 is 20% for 10 trading days. The return of the Hypothetical 2X Fund for the 10-trading day period is 43.50%. In\nthis case, because of the positive underlying security trend, the Hypothetical 2X Fund’s gain is greater than 200% of the underlying\nsecurity’s share price gain for the 10-trading day period.

Table 6 – The Underlying Security Declines\nin a Clear Trend

Underlying Security	Hypothetical 2X Fund
	NAV	Daily \nPerformance	Cumulative \nPerformance	NAV	Daily \nPerformance	Cumulative \nPerformance
	$100.00			$100.00
Day 1	$98.00	-2.00%	-2.00%	$ 96.00	-4.00%	-4.00%
Day 2	$96.00	-2.04%	-4.00%	$ 92.08	-4.08%	-7.92%
Day 3	$94.00	-2.08%	-6.00%	$ 88.24	-4.16%	-11.75%
Day 4	$92.00	-2.13%	-8.00%	$ 84.49	-4.26%	-15.51%
Day 5	$90.00	-2.17%	-10.00%	$ 80.82	-4.34%	-19.17%
Day 6	$88.00	-2.22%	-12.00%	$ 77.22	-4.44%	-22.76%
Day 7	$86.00	-2.27%	-14.00%	$ 73.71	-4.54%	-26.27%
Day 8	$84.00	-2.33%	-16.00%	$ 70.29	-4.66%	-29.71%
Day 9	$82.00	-2.38%	-18.00%	$ 66.94	-4.76%	-33.05%
Day 10	$80.00	-2.44%	-20.00%	$ 63.67	-4.88%	-36.32%

The cumulative performance of the underlying\nsecurity’s share price in Table 6 is -20% for 10 trading days. The return of the Hypothetical 2X Fund for the 10-trading day period\nis -36.32%. In this case, because of the negative hypothetical underlying security’s share price trend, the Hypothetical 2X Fund’s\nloss is less than 200% of the hypothetical underlying security’s decline for the 10-trading day period.

Manager of Managers Structure

Although the Fund is not currently sub-advised,\nthe Fund and the Adviser have received exemptive relief from the SEC permitting the Adviser (subject to certain conditions and the approval\nof the Board) to change or select new unaffiliated sub-advisers without obtaining shareholder approval. The relief also permits the Adviser\nto materially amend the terms of agreements with an unaffiliated sub-adviser (including an increase in the fee paid by the Adviser to\nthe unaffiliated sub-adviser (and not paid by the Fund)) or to continue the employment of an unaffiliated sub-adviser after an event that\nwould otherwise cause the automatic termination of services with Board approval, but without shareholder approval. Shareholders will be\nnotified of any unaffiliated sub-adviser changes. The Adviser has the ultimate responsibility, subject to oversight by the Board, to oversee\na sub-adviser and recommend their hiring, termination and replacement. The exemptive relief applies to sub-advisers that are either wholly-owned\nby the Adviser or its parent company, as well as to unaffiliated sub-advisers, including those whose affiliation arises solely from their\nsub-advisory relationship.

Investments by Registered\nInvestment Companies

Section 12(d)(1) of the 1940 Act restricts\ninvestments by investment companies in the securities of other investment companies. However, registered investment companies are permitted\nto invest in other investment companies beyond the limits set forth in Section 12(d)(1) in rules under the 1940 Act, subject to certain\nconditions. The Fund may rely on Rule 12d1-4 of the 1940 Act, which provides an exemption from Section 12(d)(1) that allows the Fund\nto invest beyond the limits set forth in Section 12(d)(1) if the Fund satisfies certain conditions specified in Rule 12d1-4.

Principal Risks of Investing in the Fund

There can be no assurance that the Fund will achieve\nits investment objective. The following information is in addition to, and should be read along with, the description of the Fund’s\nprincipal investment risks in the section titled “Fund Summary— Principal Investment Risks” above. Following the underlying\nsecurity risks, the Fund’s remaining principal risks are presented in alphabetical order to facilitate finding particular risks\nand comparing them with those of other funds. Each risk summarized below is considered a “principal risk” of investing in\nthe Fund, regardless of the order in which it appears.

UNDERLYING SECURITY RISKS

PASQAL Risks. The Fund invests in swap\ncontracts and options that are based on the share price of PASQAL. This subjects the Fund to certain of the same risks as if it owned\nshares of PASQAL, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the\nvalue of PASQAL, the Fund may also be subject to the following risks:

\n \n \n \n \n

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Electronic Equipment, Instruments and Components Industry Risk. Companies in the electronic equipment, instruments, and components industry face risks posed by geopolitical tensions such as trade wars, sanctions, and export controls, which can disrupt the flow of critical components, raw materials, and advanced technologies. Such disruptions may lead to shortages, longer lead times, and increased costs. Geopolitical events can also destabilize key manufacturing regions. Such companies may also be heavily dependent on a single or a few suppliers for components which increases their vulnerability to unforeseeable events like natural disasters, factory fires, equipment breakdowns, or labor strikes. Limited production capacity for key components like semiconductors and potential scarcities of critical minerals (e.g., lithium) can cause production delays and cost increases. Congestion at ports, container shortages, and rising shipping costs can hinder timely delivery of components. Components can become obsolete during a product’s lifecycle, leading to project delays and additional costs. Fluctuations in consumer and industry demand for electronic products can lead to rapid shifts in the market, making production forecasting challenging and potentially resulting in excess inventory or missed sales opportunities. Rapid technological changes, including advancements in artificial intelligence (AI), 5G (i.e., referring to fifth generation cellular technology) and electric vehicles, for example, while driving growth also require continuous innovation and investment for companies to remain competitive in a highly competitive industry. Additionally, technological advancements are critical for maintaining competitiveness in this sector, but the high cost and uncertain outcomes of research and development efforts may pose financial risks. Companies in this industry face heightened cybersecurity risks due to the sensitive nature of their technologies, and breaches can lead to operational disruptions, reputational damage, and regulatory scrutiny.

\n \n \n \n \n

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Indirect Investment in PASQAL Risk. PASQAL is not affiliated with the Trust, the Fund, or the Adviser, or their respective affiliates and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights or influence over the management of PASQAL but will be exposed to the performance of PASQAL (the Underlying Security). Investors will also not have the right to receive dividends or other distributions from PASQAL, but will remain subject to price fluctuations and other risks associated with ownership of the Underlying Security.

\n \n \n \n \n

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Information Technology Sector Risk. The information technology sector includes companies engaged in internet software and services, technology hardware and storage peripherals, electronic equipment instruments and components, and semiconductors and semiconductor equipment, among other things. Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Information technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face rapid product obsolescence due to technological developments and frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Failure to introduce new products, develop and maintain a loyal customer base, or achieve general market acceptance for their products could have a material adverse effect on a company’s business. Companies in the information technology sector are heavily dependent on intellectual property and the loss of patent, copyright and trademark protections may adversely affect the profitability of these companies.

\n \n \n \n \n

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Newly Public Company Risks. As a newly public company, PASQAL faces risks and uncertainties that may not be present for more established public companies. PASQAL has a limited operating history as a publicly traded entity, and there can be no assurance that PASQAL will successfully navigate the increased obligations and scrutiny associated with being listed on a national securities exchange. The market price of PASQAL’s ordinary shares may be volatile and could decline regardless of PASQAL’s operating performance. In addition, PASQAL may experience limited liquidity in its shares, which could exacerbate price fluctuations. Furthermore, PASQAL will incur significant additional expenses and devote substantial management resources to compliance with the requirements applicable to public companies, including those imposed by the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, and applicable listing standards. The company could incur substantial additional expenses and management burdens associated with public company reporting, auditing, legal compliance, investor relations, and disclosure obligations. Trading in PASQAL’s securities may be characterized by limited liquidity, which could exacerbate volatility and magnify price movements unrelated to the company’s underlying performance. Moreover, PASQAL’s management and key personnel may have limited or no prior experience managing a publicly traded company. Any failure to maintain effective internal controls, financial reporting systems, or investor communications could adversely affect investor confidence, damage PASQAL’s reputation, and negatively impact the market value of its securities.

\n \n \n \n \n

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PASQAL Market and Listing Risks. PASQAL has a limited operating history and may not achieve sustained profitability. Its ability to generate consistent revenue is uncertain, and it may need to raise additional capital to finance operations, which could dilute existing shareholders. As a newly listed company on NASDAQ, its securities may experience elevated price volatility, limited analyst coverage, and lower trading liquidity compared to more established issuers. These factors may make the stock more sensitive to market sentiment, small shifts in investor demand, or short-term news events. If PASQAL cannot access capital markets on favorable terms, or if investor confidence is negatively impacted by business or industry developments, the value of the Fund’s investment could be materially adversely affected.

\n \n \n \n \n

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PASQAL Performance Risk. PASQAL may fail to meet its publicly announced guidelines or other expectations about its business, which could cause the price of PASQAL to decline. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and the guidance PASQAL provides may not ultimately be accurate. If PASQAL’s guidance is not accurate or varies from actual results due to its inability to meet the assumptions or the impact on its financial performance that could occur as a result of various risks and uncertainties, the market value of ordinary shares issued by PASQAL could decline significantly.

\n \n \n \n \n

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PASQAL Trading Risk. The trading price of PASQAL may be subject to volatility and could experience wide fluctuations due to various factors. Short sellers may also influence PASQAL’s trading activity, contributing to market instability. Public perception and external factors beyond the company’s control may influence PASQAL’s stock price disproportionately. Additionally, following periods of market volatility, companies have faced securities class action litigation. Any adverse judgment or future stockholder litigation could result in substantial costs and divert management’s attention and resources. In the event of a trading halt, delisting, or significant disruption in the market for PASQAL’s shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

\n \n \n \n \n

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Regulatory and Compliance Risk. Companies in the electronic equipment, instruments, and components industry face risks posed by varying trade policies, tariffs, and export controls which can create compliance burdens and impact profitability, especially for companies manufacturing in or sourcing from specific regions. Stricter rules related to cybersecurity and data protection for connected devices require manufacturers to invest in secure product development. Increasing focus on eco-friendly design, energy efficiency, and recyclability mandates adherence to new environmental regulations, potentially incurring additional costs for material substitution, testing, and redesign of equipment and components.

ADDITIONAL RISKS

Aggressive Investment Technique Risk. The\nFund uses investment techniques considered to be aggressive, including the use of leverage and derivatives such as swaps. Because these\ninvestment techniques often involve a small investment relative to the amount of investment exposure assumed, they may result in losses\nexceeding the amounts invested.

Compounding and Market Volatility Risk.\nThe Fund has a daily leveraged investment objective and the Fund’s performance for periods greater than a trading day will be the\nresult of each day’s returns compounded over the period, which is very likely to differ from two times (200%) the Underlying Security’s\nperformance, before the Fund’s management fee and other expenses. Compounding affects all investments but has a more significant\nimpact on funds that aim to replicate leveraged daily returns and that rebalance daily. For the Fund aiming to replicate two times the\ndaily performance of the Underlying Security, if adverse daily performance of the Underlying Security reduces the amount of a shareholder’s\ninvestment, any further adverse daily performance will lead to a smaller dollar loss because the shareholder’s investment had already\nbeen reduced by the prior adverse performance. Equally, however, if favorable daily performance of the Underlying Security increases the\namount of a shareholder’s investment, the dollar amount lost due to future adverse performance will increase because the shareholder’s\ninvestment has increased.

The effect of compounding becomes more pronounced\nas the Underlying Security’s volatility and the holding period increase. The impact of compounding will impact each shareholder\ndifferently depending on the period of time an investment in the Fund is held and the volatility of the Underlying Security during a shareholder’s\nholding period of an investment in the Fund.

The chart below provides examples of how the Underlying\nSecurity’s volatility could affect the Fund’s performance. The chart illustrates the impact of two factors that affect the\nFund’s performance – the Underlying Security’s volatility and performance. The Underlying Security’s performance\nshows the percentage change in the share price of the Underlying Security over the specified time period, while the Underlying Security’s\nvolatility is a statistical measure of the magnitude of fluctuations in the returns during that time period. As illustrated below, even\nif the Underlying Security’s performance over two equal time periods is identical, different Underlying Security volatility (i.e.,\nin magnitude of fluctuations in the value of the Underlying Security) during the two time periods could result in drastically different\nFund performance for the two time periods because of compounding daily returns during the time periods.

Fund performance for periods greater than one\nsingle day can be estimated given any set of assumptions for the following factors: a) the Underlying Security volatility; b) the Underlying\nSecurity performance; c) period of time; d) financing rates associated with leveraged exposure; and e) other Fund expenses. The chart\nshows estimated Fund returns for a number of combinations of Underlying Security volatility and Underlying Security performance over a\none-year period. Performance shown in the chart assumes that: (i) there were no Fund expenses; (ii) borrowing/lending rates (to obtain\nleveraged exposure) of 0%. If Fund expenses and/or actual borrowing/lending rates were reflected the estimated returns would be different\nthan those shown. Particularly during periods of higher Underlying Security volatility, compounding will cause results for periods longer\nthan a trading day to vary from two times (200%) the performance of the Underlying Security.

As shown in the chart below, the Fund would be\nexpected to lose 6.1% if there was no change in the share price of the Underlying Security over a one-year period during which the Underlying\nSecurity experienced annualized volatility of 25%. If the Underlying Security’s annualized volatility were to rise to 75%, the hypothetical\nloss for a one-year period would widen to approximately -43%. At higher ranges of volatility, there is a chance of a significant loss\nof value in the Fund, even if there were no change in the share price of the Underlying Security. For instance, if the Underlying Security’s\nannualized volatility is 100%, the Fund would be expected to lose 63.2% of its value, even if the cumulative Underlying Security change\nin the share price of the Underlying Security for the year was 0%.

Areas shaded red (or dark gray) represent those\nscenarios where the Fund can be expected to return less than two times (200%) the performance of the Underlying Security and those shaded\ngreen (or light gray) represent those scenarios where the Fund can be expected to return more than two times (200%) the performance of\nthe Underlying Security. The Fund’s actual performance may be significantly better or worse than the performance shown below as\na result of any of the factors discussed above or in the “Daily Correlation/Tracking Risk” below.

Estimated Returns of 200% or Two Times \nPerformance of the Underlying Security

Underlying Security Performance	One Year Volatility Rate
One Year \nUnderlying \nSecurity		2X Times \n(200%) the \nOne Year \nPerformance	10%	25%	50%	75%	100%
-60%		-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%		-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%		-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%		-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%		-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%		-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%		0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%		20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%		40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%		60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%		80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%		100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%		120%	153.5%	140.5%	99.4%	45.9%	-5.8%

The Underlying Security’s annualized\nhistorical volatility rate for the period from August 28, 2026 to September 30, 2026 was 135.8%. The Underlying Security’s highest volatility rate for any one\ncalendar year during this period was 135.8%. The Underlying Security’s annualized performance during this period was -100.0%. Historical\nUnderlying Security volatility and performance are not indications of what Underlying Security volatility and performance will be in the\nfuture.

Concentration Risk. The Fund will concentrate\nits investments (i.e., hold more than 25% of its total assets) in the same industries as those assigned to the Underlying Security, which\nthe Fund currently expects to include the Electronic Equipment, Instruments & Components industry. As a result, the Fund may be more\nsusceptible to loss due to adverse occurrences that affect such industries more than the market as a whole.

Counterparty Risk.

To the extent contemplated by its investment\nstrategy, the Fund may use derivative instruments, such as options contracts, swap agreements and other derivative instruments, and is\ntherefore subject to counterparty risk. The Fund may enter into derivatives transactions either through an exchange or clearing house\nor directly with a bank, broker-dealer or other counterparty. With respect to derivatives transactions that are not centrally cleared,\nincluding certain swap agreements and other over-the-counter derivatives, the Fund is subject to the risk that its counterparty will\nbe unwilling or unable to perform its obligations, including due to bankruptcy, insolvency, financial distress, operational failure or\nother default. If a counterparty defaults, the Fund may lose the expected benefit of the transaction, experience delays or costs in recovering\ncollateral or other amounts owed to it, and be required to enter into replacement transactions on less favorable terms, if at all. Transactions\nin some types of derivatives, including certain options and swaps, are required to be centrally cleared (“cleared derivatives”).\nIn a transaction involving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since\nthe Fund is not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly\nin the clearing house, the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions,\nthe Fund will make payments (including margin payments) to and receive payments from a clearing house through its accounts at clearing\nmembers. Customer funds held at a clearing organization in connection with cleared derivatives are held in a commingled omnibus account\nand are not identified in the name of the clearing member’s individual customers. As a result, assets deposited by the Fund with\nany clearing member as margin for cleared derivatives may, in certain circumstances, be used to satisfy losses of other clients of the\nFund’s clearing member. In addition, although clearing members guarantee performance of their clients’ obligations to the\nclearing house, there is a risk that the assets of the Fund might not be fully protected in the event of the clearing member’s\nbankruptcy, as the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing\nmember’s customers for the relevant account class. The Fund is also subject to the risk that a limited number of clearing members\nare willing to transact on the Fund’s behalf, which heightens the risks associated with a clearing member’s default. If a\nclearing member defaults, the Fund could lose some or all of the benefits of a transaction entered into by the Fund through the clearing\nmember. If the Fund cannot find a clearing member to transact on the Fund’s behalf, the Fund may be unable to effectively implement\nits investment strategy.

Daily Correlation/Tracking Risk. There\nis no guarantee that the Fund will achieve a high degree of leveraged correlation to the Underlying Security and therefore achieve its\ndaily leveraged investment objective. To achieve a high degree of leveraged correlation with the Underlying Security, the Fund seeks to\nrebalance its portfolio daily to keep exposure consistent with its daily leveraged investment objective. The possibility of the Fund being\nmaterially over- or under-exposed to the Underlying Security increases on days when the Underlying Security is volatile near the close\nof the trading day. Market disruptions, regulatory restrictions and extreme volatility will also adversely affect the Fund’s ability\nto adjust exposure to the required levels. If there is a significant intra-day market event and/or the Underlying Security experiences\na significant increase or decline, the Fund may not meet its investment objective, be able to rebalance its portfolio appropriately, or\nmay experience significant premiums or discounts, or widened bid-ask spreads.

The Fund may have difficulty achieving its daily\nleveraged investment objective due to fees, expenses, transaction costs, financing costs related to the use of derivatives, investments\nin ETFs, directly or indirectly, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets\nfor the securities or derivatives held by the Fund. The Fund may be subject to large movements of assets into and out of the Fund, potentially\nresulting in the Fund being over- or under-exposed to the Underlying Security. The Fund may take or refrain from taking positions to improve\nthe tax efficiency or to comply with various regulatory restrictions, either of which may negatively impact the Fund’s leveraged\ncorrelation to the Underlying Security.

Derivatives Risk. Derivatives are financial\ninstruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest\nrates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly\ninvesting in securities or other ordinary investments, including risk related to the market, leverage, imperfect daily correlations with\nunderlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk,\nliquidity, valuation and legal restrictions. The use of derivatives is a highly specialized activity that involves investment techniques\nand risks different from those associated with ordinary portfolio securities transactions. The use of derivatives may result in larger\nlosses or smaller gains than directly investing in securities. When the Fund uses derivatives, there may be imperfect correlation between\nthe share price of the Underlying Security and the derivative, which may prevent the Fund from achieving its investment objective. Because\nderivatives often require only a limited initial investment, the use of derivatives may expose the Fund to losses in excess of those amounts\ninitially invested.

The Fund will be subject to regulatory constraints\nrelating to level of value at risk that the Fund may incur through its derivative portfolio. To the extent the Fund exceeds these regulatory\nthresholds over an extended period, the Fund may determine that it is necessary to make adjustments to the Fund’s investment strategy,\nincluding the desired daily leveraged performance for the Fund.

In addition, the Fund’s investments in derivatives\nare subject to the following risks:

Swap Agreements. The use of\nswap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with\nordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal\ndepends on the ability of the Adviser to structure such swap agreements in accordance with the Fund’s investment objective and to\nidentify counterparties for those swap agreements. If the Adviser is unable to enter into swap agreements that provide leveraged exposure\nto the Underlying Security, the Fund may not meet its stated investment objective. Additionally, any financing, borrowing or other costs\nassociated with using swap transactions may also have the effect of lowering the Fund’s return.

The swap agreements in which the Fund\ninvests are generally traded in the over-the-counter market, which generally has less transparency than exchange-traded derivatives instruments.\nIn a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular\npredetermined reference assets or underlying securities or instruments. The gross return to be exchanged or swapped between the parties\nis calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a basket of securities.

If the Underlying Security has a dramatic\nmove that causes a material decline in the Fund’s net assets, the terms of a swap agreement between the Fund and its counterparty\nmay permit the counterparty to immediately close out the swap transaction with the Fund. In that event, the Fund may be unable to enter\ninto another swap agreement or invest in other derivatives to achieve exposure consistent with the Fund’s investment objective.\nThis may prevent the Fund from achieving its leveraged investment objective, even if the Underlying Security later reverses all or a portion\nof its movement.

Options Contracts. The use\nof options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions.\nThe prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying\ninstrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international\npolitics, changes in the actual or implied volatility of the reference asset, the time remaining until the expiration of the option contract\nand economic events. The value of the options contracts in which the Fund invests are substantially influenced by the value of the Underlying\nSecurity. The Fund may experience substantial downside from specific option positions and certain option positions held by the Fund may\nexpire worthless. The options held by the Fund are exercisable at the strike price on their expiration date. As an option approaches\nits expiration date, its value typically increasingly moves with the value of the underlying instrument. However, prior to such date,\nthe value of an option generally does not increase or decrease at the same rate as the underlying instrument. There may at times be an\nimperfect correlation between the movement in values of the options contracts and the underlying instrument, and there may at times not\nbe a liquid secondary market for certain options contracts. The value of the options held by the Fund will be determined based on market\nquotations or other recognized pricing methods. Additionally, as the Fund intends to continuously maintain indirect exposure to the Underlying\nSecurity through the use of options contracts, as the options contracts it holds are exercised or expire it will enter into new options\ncontracts, a practice referred to as “rolling.” If the expiring options contracts do not generate proceeds enough to cover\nthe cost of entering into new options contracts, the Fund may experience losses. The use of options to generate leverage introduces additional\nrisks, including significant potential losses if the market moves unfavorably. The leverage inherent in options can amplify both gains\nand losses, leading to increased volatility and potential for substantial losses, particularly in periods of market uncertainty or low\nliquidity. Additionally, the Fund may incur losses if the value of the Underlying Security moves against its positions, potentially resulting\nin a complete loss of the premium paid.

ETF Risks

Authorized Participants, Market\nMakers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that are authorized to\npurchase and redeem Shares directly from the Fund (known as “Authorized Participants” or “APs”). In addition,\nthere may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events\noccur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable\nto process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity\nproviders exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

Cash Redemption Risk. The\nFund’s investment strategy may require it to redeem Shares for cash or to otherwise include cash as part of its redemption\nproceeds. For example, the Fund may not be able to redeem in-kind certain securities held by the Fund (e.g., derivative\ninstruments). In such a case, the Fund may be required to sell or unwind portfolio investments to obtain the cash needed to\ndistribute redemption proceeds. This may cause the Fund to recognize a capital gain that it might not have recognized if it had made\na redemption in-kind. As a result, the Fund may pay out higher annual capital gain distributions than if the in-kind redemption\nprocess was used. By paying out higher annual capital gain distributions, investors may be subjected to increased capital gains\ntaxes. The costs associated with cash redemptions may include brokerage costs that the Fund may not have incurred if it had made the\nredemptions in-kind. These costs could be imposed on the Fund, decreasing its NAV, to the extent these costs are not offset by a\ntransaction fee payable by an authorized participant.

Costs of Buying or Selling Shares.\nBuying or selling Shares involves certain costs, including brokerage commissions, other charges imposed by brokers, and bid-ask spreads.\nThe bid-ask spread represents the difference between the price at which an investor is willing to buy Shares and the price at which an\ninvestor is willing to sell Shares. The spread varies over time based on the Shares’ trading volume and market liquidity. The spread\nis generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market\nliquidity. Due to the costs of buying or selling Shares, frequent trading of Shares may reduce investment results and an investment in\nShares may not be advisable for investors who anticipate regularly making small investments.

Shares May Trade at Prices Other\nThan NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the\nmarket price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV\nintra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility.\nThis risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity\nfor Shares in the secondary market, in which case such premiums or discounts may be significant.

Trading. Although Shares\nare listed on a national securities exchange, such as NYSE Arca, Inc. (the “Exchange”), and may be traded on U.S. exchanges\nother than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed\nmarket conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which\ncan be significantly less liquid than Shares. This adverse effect on liquidity for the Fund’s shares may lead to wider bid-ask spreads\nand differences between the market price of the Fund’s shares and the underlying value of the shares.

Liquidity Risk. In certain circumstances,\nsuch as the disruption of the orderly markets for the financial instruments in which the Fund invests, the Fund might not be able to acquire\nor dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Adviser. Markets for the financial\ninstruments in which the Fund invests may be disrupted by a number of events, including but not limited to economic crises, health crises,\nnatural disasters, excessive volatility, new legislation, or regulatory changes inside or outside of the U.S. These situations may have\nan impact on the liquidity of the Fund’s own shares.

Fixed Income Securities Risk. When the\nFund invests in fixed income securities, the value of your investment in the Fund will fluctuate with changes in interest rates. Typically,\na rise in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed\nincome securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities.\nOther risk factors include credit risk (the debtor may default), extension risk (an issuer may exercise its right to repay principal on\na fixed rate obligation held by the Fund later than expected), and prepayment risk (the debtor may pay its obligation early, reducing\nthe amount of interest payments). These risks could affect the value of a particular investment by the Fund, possibly causing the Fund’s\nShare price and total return to be reduced and fluctuate more than other types of investments.

Intra-Day Investment Risk. The Fund seeks\ninvestment results from the close of the market on a given trading day until the close of the market on the subsequent trading day. The\nexact exposure of an investment in the Fund intraday in the secondary market is a function of the difference between the share price of\nthe Underlying Security at the market close on the first trading day and the share price of the Underlying Security at the time of purchase.\nIf the share price of the Underlying Security rises, the Fund’s net assets will rise by approximately twice the amount as the Fund’s\nexposure. Conversely, if the share price of the Underlying Security declines, the Fund’s net assets will decline by approximately\ntwo times the amount as the Fund’s exposure. Thus, an investor that purchases Shares intra-day may experience performance that is\ngreater than, or less than, the Fund’s stated leveraged performance of the Underlying Security.

If there is a significant intra-day market event\nand/or the securities of the Underlying Security experience a significant increase or decrease, the Fund may not meet its investment objective\nor rebalance its portfolio appropriately.

Leverage Risk. The Fund obtains investment\nexposure in excess of its net assets by utilizing leverage and may lose more money in market conditions that are adverse to its investment\nobjective than a fund that does not utilize leverage. An investment in the Fund is exposed to the risk that a decline in the daily performance\nof the Underlying Security will be magnified. This means that an investment in the Fund will be reduced by an amount equal to 2% for every\n1% daily decline in the share price of the Underlying Security, not including the costs of financing leverage and other operating expenses,\nwhich would further reduce its value. The Fund could theoretically lose an amount greater than its net assets in the event the share price\nof the Underlying Security declines more than 50%. Leverage will also have the effect of magnifying any differences in the Fund performance’s\ncorrelation with the Underlying Security’s share price.

Rebalancing Risk. If for any reason the\nFund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the\nFund’s investment exposure may not be consistent with the Fund’s investment objective. In these instances, the Fund may have\ninvestment exposure to its Underlying Security that is significantly greater or less than its stated investment objective. As a result,\nthe Fund may be exposed to leverage risk because it had not been properly rebalanced and may not achieve its investment objective.

Recent Public\nListing and Derivatives Capacity Constraints Risk. The Fund’s ability to achieve its daily leveraged investment objective depends,\nin part, on the availability of swaps, options, and other financial instruments that provide exposure to the Underlying Security. Because\nPASQAL only recently became publicly traded, these instruments may be limited, illiquid, costly or unavailable, particularly during the\nperiod following PASQAL’s public listing or during periods of significant volatility or market demand. Exchange\nposition limits, margin requirements, counterparty risk limits, limited public float, limited trading history, or other market, regulatory,\nor operational constraints may also restrict the Fund’s ability to obtain or maintain its desired leveraged exposure. As a result,\nthe Fund may be unable to achieve exposure equal to 200% of the daily performance of the Underlying Security, may be unable to rebalance\neffectively, or may be required to hold more cash or use less efficient instruments. These constraints may increase tracking error, cause\nthe Fund to return substantially less than two times the daily performance of the Underlying Security, or prevent the Fund from achieving\nits investment objective.

Single\nIssuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment\nwhich diversifies risk or the market generally. The value of the Fund, which focuses on an individual security, may be more volatile\nthan a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment\nor the market as a whole. Additionally, the Fund will seek to employ its investment strategy as it relates to the underlying issuer regardless\nof whether there are significant corporate actions such as restructurings, enforcement activity, or acquisitions or periods of adverse\nmarket, economic, or other conditions and will not seek to take temporary defensive positions during such periods.

Tax Risk. The Fund intends to elect and\nto qualify each year to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue\nCode of 1986, as amended (“Code”). As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its\nnet investment income and net capital gain that it distributes to Shareholders, provided that it satisfies certain requirements of the\nCode. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable\nincome will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply\nwith the asset diversification test applicable to a RIC, the Fund will attempt to ensure that the value of swap contracts and options\non shares of a single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts\nand options on shares of a single issuer were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally,\nhas a grace period to cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a\nRIC. In order to qualify for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy\ncertain diversification and other requirements. In particular, the Fund generally may not acquire a security if, as a result of the acquisition,\nmore than 50% of the value of the Fund’s assets would be invested in (a) issuers in which the Fund has, in each case, invested more\nthan 5% of the Fund’s assets and (b) issuers more than 10% of whose outstanding voting securities are owned by the Fund. The application\nof these requirements to certain investments (including swaps) that may be entered into by the Fund is unclear. The IRS has never definitively\nstated how assets such as swaps or futures or forward contracts should be valued for purposes of these diversification tests. The better\nview is that such contracts should be valued for these purposes at the amount for which the Fund could settle them, and not the full value\nof any reference security. In addition, the application of these requirements to the Fund’s investment objective is not clear, particularly\nbecause the Fund’s investment objective focuses on the performance of the stock of a single issuer. If the Fund were to fail to\nqualify as a regulated investment company, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders\nwould not be deductible by the Fund in computing its taxable income.

Trading Halt Risk. Although the Underlying\nSecurity’s shares are listed for trading on an exchange, there can be no assurance that an active trading market for such shares\nwill be available at all times and the Exchange may halt trading of such shares in certain circumstances. A halt in trading in an Underlying\nSecurity’s shares is expected, in turn, to result in a halt in the trading in the corresponding Fund’s Shares. Trading in\nan Underlying Security’s and/or the corresponding Fund’s Shares on the Exchange may be halted due to market conditions or\nfor reasons that, in the view of the Exchange, make trading in the Underlying Security’s and/or Fund’s Shares inadvisable.\nIn addition, trading in the Underlying Security’s and/or Fund’s Shares on an exchange is subject to trading halts caused by\nextraordinary market volatility pursuant to exchange “circuit breaker” rules. In the event of a trading halt for an extended\nperiod of time, the relevant Fund may be unable to execute arrangements with swap counterparties that are necessary to implement the Fund’s\ninvestment strategy.

PORTFOLIO HOLDINGS

Information about the Fund’s daily portfolio\nholdings is, or will be, available on the Fund’s website at www.defianceetfs.com.

A complete description of the Fund’s policies\nand procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional\nInformation (“SAI”).

MANAGEMENT

Investment Adviser

Tidal Investments LLC (“Tidal”\nor the “Adviser”), a Tidal Financial Group company, located at 234 West Florida Street, Suite 700, Milwaukee, Wisconsin 53204,\nis an SEC-registered investment adviser and a Delaware limited liability company. Tidal was founded in March 2012 and is dedicated to\nunderstanding, researching and managing assets within the expanding ETF universe. As of September 30, Tidal had assets under management\nof approximately $62.8 billion and served as the investment adviser or sub-adviser for 443 registered funds.

Tidal serves as investment adviser to the Fund\nand has overall responsibility for the general management and administration of the Fund pursuant to an investment advisory agreement\nwith the Trust, on behalf of the Fund (the “Advisory Agreement”). The Adviser is responsible for the day-to-day management\nof the Fund’s portfolio, including determining the securities and financial instruments purchased and sold by the Fund and trading\nportfolio securities and financial instruments for the Fund, subject to the supervision of the Board. The Adviser also arranges for sub-advisory,\ntransfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. For the services provided\nto the Fund, the Fund pays the Adviser a unitary management fee of 1.29%, which is calculated daily and paid monthly, at an annual rate\nbased on the Fund’s average daily net assets.

Under the Advisory Agreement, in exchange for\na single unitary management fee from the Fund, the Adviser has agreed to pay all expenses incurred by the Fund (except for advisory fees\nand sub-advisory fees, as the case may be) except for interest charges on any borrowings made for investment purposes, dividends and other\nexpenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale\nof securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and\nexpenses paid by a Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, and litigation expenses, and other\nnon-routine or extraordinary expenses (collectively, the “Excluded Expenses”).

Advisory Agreement

A discussion regarding the basis for the Board’s\napproval of the Fund’s Investment Advisory Agreement will be available in the Fund’s Semi-Annual Certified Shareholder report\nto shareholders on Form N-CSR for the period ending December 31, 2026.

Portfolio Managers

The following individuals (each, a “Portfolio\nManager”) have served as portfolio manager of the Fund since inception. Each of Mr. Johnson and Mr. Mullen are jointly and primarily\nresponsible for the day-to-day management of the Fund.

Brett Johnson, Portfolio Manager for the Adviser

Mr. Johnson serves as Vice President of Trading\nfor the Adviser, having joined the Adviser in June 2025. Mr. Johnson previously served as Director of Trading at ZEGA Financial, LLC (“ZEGA”)\nfor almost 6 years. Prior to ZEGA, Mr. Johnson held roles as a Margin Desk Manager and Trade Desk Manager with TD Ameritrade and Charles\nSchwab, specializing in equity and options trading. With over 20 years of experience, Mr. Johnson holds a degree from the University of\nIllinois at Urbana-Champaign.

Christopher P. Mullen, Portfolio Manager for\nthe Adviser

Christopher P. Mullen serves as Portfolio Manager\nat the Adviser, having joined the firm in January 2024. From September 2019 to December 2023, he was a Portfolio Manager at Vest Financial\nLLC, where he managed exchange-traded funds, mutual funds and retirement fund portfolios. Mr. Mullen previously served as a Senior Portfolio\nAnalyst at ProShares Advisors LLC from September 2016 until September 2019. Prior to that, Mr. Mullen served as associate portfolio manager\nat USCF Investments LLC from February 2013 to September 2016. Mr. Mullen received a Master of Business Administration from the University\nof Maryland. He also holds a dual bachelor’s degree in global politics and history from Marquette University.

The Fund’s SAI provides additional information\nabout the portfolio managers’ compensation structure, other accounts that each portfolio manager manages, and the portfolio managers’\nownership of Shares.

Fund Sponsor

The Adviser has entered into a fund\nsponsorship agreement with Defiance ETFs, LLC (“Defiance”) pursuant to which Defiance is a sponsor to the Fund. Under\nthis arrangement, Defiance has agreed to provide financial support (as described below) to the Fund. Every month, unitary management\nfees for the Fund are calculated and paid to the Adviser, and the Adviser retains a portion of the unitary management fees from the\nFund.

In return for its financial support for the\nFund, the Adviser has agreed to pay Defiance a portion of any remaining profits generated by the unitary management fee of the Fund. If\nthe amount of the unitary management fees for a Fund exceeds the Fund’s operating expenses and the Adviser-retained amount, that\nexcess amount is considered “remaining profit.” In that case, the Adviser will pay a portion of the remaining profits to Defiance.

Further, if the amount of the unitary management\nfee for the Fund is less than the Fund’s operating expenses and the Adviser-retained amount, Defiance is obligated to reimburse\nthe Adviser for a portion of the shortfall.

HOW TO BUY AND SELL SHARES

The Fund issues and redeems Shares only in Creation\nUnits at the NAV per share next determined after receipt of an order from an AP. Only APs may acquire Shares directly from the Fund, and\nonly APs may tender their Shares for redemption directly to the Fund, at NAV. APs must be a member or participant of a clearing agency\nregistered with the SEC and must execute a Participant Agreement that has been agreed to by the Distributor (defined below), and that\nhas been accepted by the Fund’s transfer agent, with respect to purchases and redemptions of Creation Units. Once created, Shares\ntrade in the secondary market in quantities less than a Creation Unit.

In order to purchase Creation Units of the Fund,\nan AP must generally deposit a designated portfolio of equity securities (the “Deposit Securities”) and/or a designated amount\nof U.S. cash. Purchases and redemptions of Creation Units primarily with cash, rather than through in-kind delivery of portfolio securities,\nmay cause the Fund to incur certain costs. These costs could include brokerage costs or taxable gains or losses that it might not have\nincurred if it had made redemption in-kind. These costs could be imposed on the Fund, and thus decrease the Fund’s NAV, to the extent\nthat the costs are not offset by a transaction fee payable by an AP.

Most investors buy and sell Shares in secondary\nmarket transactions through brokers. Individual Shares are listed for trading on the secondary market on the Exchange and can be bought\nand sold throughout the trading day like other publicly traded securities.

When buying or selling Shares through a broker,\nyou will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and the offer price\nin the secondary market on each leg of a round trip (purchase and sale) transaction. In addition, because secondary market transactions\noccur at market prices, you may pay more than NAV when you buy Shares, and receive less than NAV when you sell those Shares.

Book Entry

Shares are held in book-entry form, which means\nthat no stock certificates are issued. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding\nShares.

Investors owning Shares are beneficial owners\nas shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares. DTC’s participants include\nsecurities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain\na custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock certificates\nor to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any right as\nan owner of Shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to\nany other securities that you hold in book-entry or “street name” through your brokerage account.

Frequent Purchases and Redemptions of Shares

The Fund does not impose any restrictions on the\nfrequency of purchases and redemptions of Shares. In determining not to approve a written, established policy, the Board evaluated the\nrisks of market timing activities by the Fund’s shareholders. Purchases and redemptions by APs, who are the only parties that may\npurchase or redeem Shares directly with the Fund, are an essential part of the ETF process and help keep Share trading prices in line\nwith the NAV. As such, the Fund accommodates frequent purchases and redemptions by APs. However, the Board has also determined that frequent\npurchases and redemptions for cash may increase tracking error and portfolio transaction costs and may lead to the realization of capital\ngains. To minimize these potential consequences of frequent purchases and redemptions, the Fund employs fair value pricing and may impose\ntransaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by such Fund in effecting\ntrades. In addition, the Fund and the Adviser reserve the right to reject any purchase order at any time.

Determination of Net Asset Value

The Fund’s\nNAV is calculated as of the scheduled close of regular trading on the New York Stock Exchange (“NYSE”), generally 4:00 p.m.\nEastern Time, each day the NYSE is open for regular business. The NAV for the Fund is calculated by dividing the Fund’s net assets\nby its Shares outstanding.

In calculating its NAV, the Fund generally value\nits assets on the basis of market quotations, last sale prices, or estimates of value furnished by a pricing service or brokers who make\nmarkets in such instruments. If such information is not available for a security or other assets held by the Fund or is determined to\nbe unreliable, the security will be valued at fair value estimates under guidelines established by the Adviser (as described below).

Exchange-traded options are valued at the composite\nmean price, calculated as the average of the highest bid and lowest ask prices across the exchanges on which the option is principally\ntraded. Additionally, the Fund values swap agreements based on the nature of the underlying reference asset or index. The Fund may use\nthe closing price of the underlying reference asset, as provided by independent pricing services, or evaluated prices generated by pricing\nvendors’ models.

Fair Value Pricing

The Board\nhas designated the Adviser as the “valuation designee” for the Fund under Rule 2a-5 of the 1940 Act, subject to its oversight.\nThe Adviser has adopted procedures and methodologies, which have been approved by the Board, to fair value Fund investments whose market\nprices are not “readily available” or are deemed to be unreliable. For example, such circumstances may arise when: (i) an\ninvestment has been delisted or has had its trading halted or suspended; (ii) an investment’s primary pricing source is unable\nor unwilling to provide a price; (iii) an investment’s primary trading market is closed during regular market hours; or (iv) an\ninvestment’s value is materially affected by events occurring after the close of the investment’s primary trading market.\nGenerally, when fair valuing an investment, the Adviser will take into account all reasonably available information that may be relevant\nto a particular valuation including, but not limited to, fundamental analytical data regarding the issuer, information relating to the\nissuer’s business, recent trades or offers of the investment, general and/or specific market conditions, and the specific facts\ngiving rise to the need to fair value the investment. Fair value determinations are made in good faith and in accordance with the fair\nvalue methodologies included in the Adviser’s valuation procedures. Due to the subjective and variable nature of fair value pricing,\nthere can be no assurance that the Adviser will be able to obtain the fair value assigned to the investment upon the sale of such investment.

Delivery of Shareholder Documents – Householding

Householding is an option available to certain\ninvestors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy\nof certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under\ndifferent names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding\nand receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled\nin householding and wish to change your householding status, please contact your broker-dealer.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Dividends and Distributions

The Fund intends to pay out dividends and interest\nincome, if any, annually, and distribute any net realized capital gains to its shareholders at least annually.

The Fund\nwill declare and pay income and capital gain distributions, if any, in cash. Distributions in cash may be reinvested automatically in\nadditional whole Shares only if the broker through whom you purchased Shares makes such option available. Your broker is responsible\nfor distributing the income and capital gain distributions to you.

Taxes

The following discussion is a summary of some\nimportant U.S. federal income tax considerations generally applicable to investments in the Fund. Your investment in the Fund may have\nother tax implications. Please consult your tax advisor about the tax consequences of an investment in Shares, including the possible\napplication of foreign, state, and local tax laws.

The Fund intends to qualify each year for treatment\nas a regulated investment company (a “RIC”) under the Internal Revenue Code of 1986, as amended. If it meets certain minimum\ndistribution requirements, a RIC is not subject to tax at the fund level on income and gains from investments that are timely distributed\nto shareholders. However, the Fund’s failure to qualify as a RIC or to meet minimum distribution requirements would result (if certain\nrelief provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders.

Unless your investment in Shares is made through\na tax-exempt entity or tax-advantaged account, such as an IRA plan, you need to be aware of the possible tax consequences when the Fund\nmakes distributions, when you sell your Shares listed on the Exchange, and when you purchase or redeem Creation Units (institutional investors\nonly).

The following general discussion of certain U.S.\nfederal income tax consequences is based on provisions of the Code and the regulations issued thereunder as in effect on the date of this\nProspectus. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed\nherein, and may have a retroactive effect with respect to the transactions contemplated herein.

Taxes on Distributions. For U.S. federal\nincome tax purposes, distributions of net investment income are generally taxable to shareholders as ordinary income or qualified dividend\nincome. Taxes on distributions of net capital gains (if any) are determined by how long the Fund owned the investments that generated\nthem, rather than how long a shareholder has owned their Shares. Sales of assets held by the Fund for more than one year generally result\nin long-term capital gains and losses, and sales of assets held by such Fund for one year or less generally result in short-term capital\ngains and losses. Distributions of the Fund’s net capital gain (the excess of net long-term capital gains over net short-term capital\nlosses) that are reported by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable to shareholders\nas long-term capital gains. Distributions of short-term capital gain will generally be taxable to shareholders as ordinary income. Dividends\nand distributions are generally taxable to you whether you receive them in cash or reinvest them in additional Shares.

Distributions reported by the Fund as “qualified\ndividend income” are generally taxed to non-corporate shareholders at rates applicable to long-term capital gains, provided certain\nholding period and other requirements are met. “Qualified dividend income” generally is income derived from dividends paid\nby U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under\ncertain U.S. income tax treaties. In addition, dividends that the Fund receives in respect of stock of certain foreign corporations may\nbe qualified dividend income if that stock is readily tradable on an established U.S. securities market. Due to the nature of the Fund’s\nprincipal investment strategies as described above, the Fund may have only a limited amount of or no qualified dividend income to distribute.\nCorporate shareholders may be entitled to a dividends-received deduction for the portion of dividends they receive from the Fund that\nare attributable to dividends received by the Fund from U.S. corporations, subject to certain limitations. Given the investment strategy\nof the Fund, it is unlikely that any dividends paid by the Fund will be qualified dividends or be eligible for the corporate dividends\npaid deduction.

Shortly after the close of each calendar year,\nyou will be informed of the character of any distributions received from the Fund.

In addition to the U.S. federal income tax,\ncertain individuals, trusts, and estates with income exceeding specified thresholds may be subject to a Net Investment Income (“NII”)\ntax of 3.8%. The NII tax is imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to\nsuch income; or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for\nmarried individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately). The Fund’s\ndistributions are includable in a shareholder’s investment income for purposes of this NII tax. In addition, any capital gain realized\nby a shareholder upon a sale or redemption of shares of the Fund is includable in such shareholder’s investment income for purposes\nof this NII tax.

In general, your distributions are subject\nto U.S. federal income tax for the year in which they are paid. Certain distributions paid in January, however, may be treated as paid\non December 31 of the prior year. Distributions are generally taxable to you even if they are paid from income or gains earned by the\nFund before your investment (and thus were included in the Shares’ NAV when you purchased your Shares).

You may wish to avoid investing in the Fund\nshortly before a dividend or other distribution, because such a distribution will generally be taxable even though it may economically\nrepresent a return of a portion of your investment, see “Important Tax Considerations When Purchasing Fund Shares” below.

If you are neither a resident nor a citizen of\nthe United States or if you are a foreign entity, distributions (other than Capital Gain Dividends) paid to you by the Fund will generally\nbe subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty rate applies. The Fund may, under certain circumstances,\nreport all or a portion of a dividend as an “interest-related dividend” or a “short-term capital gain dividend,”\nwhich would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met.

Under the Foreign Account Tax Compliance Act (“FATCA”),\nthe Fund may be required to withhold a generally nonrefundable 30% tax on distributions of net taxable income paid to (A) certain “foreign\nfinancial institutions” unless such foreign financial institution agrees to verify, monitor, and report to the Internal Revenue\nService (“IRS”) the identity of certain of its account-holders, among other items (or unless such entity is otherwise deemed\ncompliant under the terms of an intergovernmental agreement between the United States and the foreign financial institution’s country\nof residence), and (B) certain “non-financial foreign entities” unless such entity certifies to the Fund that it does not\nhave any substantial U.S. owners or provides the name, address, and taxpayer identification number of each substantial U.S. owner, among\nother items. This FATCA withholding tax could also affect the Fund’s return on its investments in foreign securities or affect a\nshareholder’s return if the shareholder holds its Fund shares through a foreign intermediary. You are urged to consult your tax\nadviser regarding the application of this FATCA withholding tax to your investment in the Fund and the potential certification, compliance,\ndue diligence, reporting, and withholding obligations to which you may become subject in order to avoid this withholding tax.

The Fund (or a financial intermediary, such as\na broker, through which a shareholder owns Shares) generally is required to withhold and remit to the U.S. Treasury a percentage of the\ntaxable distributions and sale or redemption proceeds paid to any shareholder who fails to properly furnish a correct taxpayer identification\nnumber, who has underreported dividend or interest income, or who fails to certify that they are not subject to such withholding.

Taxes When Shares are Sold on the Exchange

Any capital gain or loss realized upon a sale\nof Shares generally is treated as a long-term capital gain or loss if Shares have been held for more than one year and as a short-term\ncapital gain or loss if Shares have been held for one year or less. However, any capital loss on a sale of Shares held for six months\nor less is treated as long-term capital loss to the extent of Capital Gain Dividends paid with respect to such Shares. Any loss realized\non a sale will be disallowed to the extent Shares of a Fund are acquired, including through reinvestment of dividends, within a 61-day\nperiod beginning 30 days before and ending 30 days after the sale of substantially identical Shares.

Taxes on Purchases and Redemptions of Creation Units

An AP having the U.S. dollar as its functional\ncurrency for U.S. federal income tax purposes who exchanges securities for Creation Units generally recognizes a gain or a loss. The gain\nor loss will be equal to the difference between the value of the Creation Units at the time of the exchange and the exchanging AP’s\naggregate basis in the securities delivered plus the amount of any cash paid for the Creation Units. An AP who exchanges Creation Units\nfor securities will generally recognize a gain or loss equal to the difference between the exchanging AP’s basis in the Creation\nUnits and the aggregate U.S. dollar market value of the securities received, plus any cash received for such Creation Units. The IRS may\nassert, however, that a loss that is realized upon an exchange of securities for Creation Units may not be currently deducted under the\nrules governing “wash sales” (for an AP who does not mark-to-market their holdings) or on the basis that there has been no\nsignificant change in economic position. Persons exchanging securities should consult their own tax advisor with respect to whether wash\nsale rules apply and when a loss might be deductible.

Any capital gain or loss realized upon redemption\nof Creation Units is generally treated as long-term capital gain or loss if Shares comprising the Creation Units have been held for more\nthan one year and as a short-term capital gain or loss if such Shares have been held for one year or less.

The Fund may include a payment of cash in addition\nto, or in place of, the delivery of a basket of securities upon the redemption of Creation Units. The Fund may sell portfolio securities\nto obtain the cash needed to distribute redemption proceeds. This may cause the Fund to recognize investment income and/or capital gains\nor losses that it might not have recognized if it had completely satisfied the redemption in-kind. As a result, the Fund may be less tax\nefficient if it includes such a cash payment in the proceeds paid upon the redemption of Creation Units.

Important Tax Considerations When Purchasing Fund Shares

If you are investing through a taxable account,\nyou should carefully consider the timing of your investment relative to a Fund’s distribution schedule. Purchasing Fund shares shortly\nbefore a distribution may increase your tax liability, a situation commonly referred to as “buying a dividend.”

When the Fund makes a distribution, its share\nprice typically drops by an amount roughly equal to the distribution. As a hypothetical example, if you invest $5,000 to purchase 250\nshares at $20 per share on December 15, and a Fund pays a $1 per share distribution on December 16, the share price would adjust to $19\n(ignoring market fluctuations). Although your total investment value remains $5,000 (250 shares × $19 in share value plus 250 shares\n× $1 distribution), you would owe taxes on the $250 distribution, even if you reinvest the distribution rather than receiving it\nin cash.

Distributions are taxable to shareholders even\nif they are paid from income or gains realized by a Fund before you invested, and even if they were reflected in the purchase price of\nthe shares. Consequently, you may incur taxes on income or gains that accrued before your investment, without corresponding benefit.

Unless you are investing through a tax-advantaged\naccount, such as an IRA or an employer-sponsored retirement plan, you may wish to avoid purchasing Fund shares shortly before a distribution.\nYou can minimize the potential tax impact by reviewing the Fund’s distribution schedule prior to investing. When available, information\nabout the Fund’s distribution schedule can be found on the Fund’s website at www.defianceetfs.com.

The foregoing discussion summarizes some\nof the possible consequences under current U.S. federal tax law of an investment in the Funds. It is not a substitute for personal tax\nadvice. You also may be subject to foreign, state and local tax on Fund distributions and sales of Shares. Consult your personal tax advisor\nabout the potential tax consequences of an investment in Shares under all applicable tax laws. For more information, please see the section\nentitled “U.S. Federal Income Taxes” in the SAI.

DISTRIBUTION

Foreside Fund Services, LLC, a wholly owned subsidiary\nof Foreside Financial Group (dba ACA Group), (the “Distributor”), the Fund’s distributor, is a broker-dealer registered\nwith the SEC. The Distributor distributes Creation Units for the Fund on an agency basis and does not maintain a secondary market in Shares.\nThe Distributor has no role in determining the policies of the Fund or the securities that are purchased or sold by the Fund. The Distributor’s\nprincipal address is 190 Middle Street, Suite 301, Portland, Maine 04101.

The Board has adopted a Distribution (Rule 12b-1)\nPlan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to pay an\namount up to 0.25% of its average daily net assets each year to pay distribution fees for the sale and distribution of its Shares.

No Rule 12b-1 fees are currently paid by the Fund,\nand 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\nout of assets of the Fund on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than\ncertain other types of sales charges.

PREMIUM/DISCOUNT INFORMATION

When available, information regarding how often\nShares of the Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund can\nbe found on the Fund’s website at www.defianceetfs.com.

When available, information regarding the number\nof days in the prior six months that the Fund failed to provide the sought after leveraged returns (subject to a de minimis threshold)\nas well as the highest positive and negative variances during the period can be found on the Fund’s website at www.defianceetfs.com.

ADDITIONAL NOTICES

Shares are not sponsored, endorsed, or promoted\nby the Exchange. The Exchange is not responsible for, nor has it participated in the determination of, the timing, prices, or quantities\nof Shares to be issued, nor in the determination or calculation of the equation by which Shares are redeemable. The Exchange has no obligation\nor liability to owners of Shares in connection with the administration, marketing, or trading of Shares.

Without limiting any of the foregoing, in no event\nshall the Exchange have any liability for any lost profits or indirect, punitive, special, or consequential damages even if notified of\nthe possibility thereof.

The Adviser and the Fund make no representation\nor warranty, express or implied, to the owners of Shares or any member of the public regarding the advisability of investing in securities\ngenerally or in the Fund particularly.

The Agreement and Declaration of Trust (“Declaration\nof Trust”) provides a detailed process for the bringing of derivative or direct actions by shareholders in order to permit legitimate\ninquiries and claims while avoiding the time, expense, distraction, and other harm that can be caused to the Fund or its shareholders\nas a result of spurious shareholder demands and derivative actions. Prior to bringing a derivative action, a demand by three unrelated\nshareholders must first be made on the Fund’s Trustees. The Declaration of Trust details various information, certifications, undertakings\nand acknowledgments that must be included in the demand. Following receipt of the demand, the trustees have a period of 90 days, which\nmay be extended by an additional 60 days, to consider the demand. If a majority of the Trustees who are considered independent for the\npurposes of considering the demand determine that maintaining the suit would not be in the best interests of the Fund, the Trustees are\nrequired to reject the demand and the complaining shareholders may not proceed with the derivative action unless the shareholders are\nable to sustain the burden of proof to a court that the decision of the Trustees not to pursue the requested action was not a good faith\nexercise of their business judgment on behalf of the Fund. The Declaration of Trust further provides that shareholders owning Shares representing\nno less than a majority of the Fund’s outstanding shares must join in bringing the derivative action. If a demand is rejected, the\ncomplaining shareholders will be responsible for the costs and expenses (including attorneys’ fees) incurred by the Fund in connection\nwith the consideration of the demand, if a court determines that the demand was made without reasonable cause or for an improper purpose.\nIf a derivative action is brought in violation of the Declaration of Trust, the shareholders bringing the action may be responsible for\nthe Fund’s costs, including attorneys’ fees, if a court determines that the action was brought without reasonable cause or\nfor an improper purpose. The Declaration of Trust provides that no shareholder may bring a direct action claiming injury as a shareholder\nof the Trust, or any Fund, where the matters alleged (if true) would give rise to a claim by the Trust or by the Trust on behalf of the\nFund, unless the shareholder has suffered an injury distinct from that suffered by the shareholders of the Trust, or the Fund, generally.\nUnder the Declaration of Trust, a shareholder bringing a direct claim must be a shareholder of the Fund with respect to which the direct\naction is brought at the time of the injury complained of or have acquired the shares afterwards by operation of law from a person who\nwas a shareholder at that time. The Declaration of Trust further provides that the Fund shall be responsible for payment of attorneys’\nfees and legal expenses incurred by a complaining shareholder only if required by law, and any attorneys’ fees that the Fund is\nobligated to pay shall be calculated using reasonable hourly rates. These provisions do not apply to claims brought under the U.S. federal\nsecurities laws.

The Declaration of Trust also requires that\nactions by shareholders against the Fund be brought exclusively in a U.S. federal or state court located within the State of Delaware.\nThis provision will not apply to claims brought under the U.S. federal securities laws. Limiting shareholders’ ability to bring\nactions only in courts located in Delaware may cause shareholders economic hardship to litigate the action in those courts, including\npaying for travel expenses of witnesses and counsel, requiring the retention of local counsel, and may limit shareholders’ ability\nto bring a claim in a judicial forum that shareholders find favorable for disputes, which may discourage such actions.

FINANCIAL HIGHLIGHTS

This section would ordinarily include Financial\nHighlights. The Financial Highlights table is intended to help you understand the performance of the Fund for its period of operation.\nBecause the Fund has not yet completed its initial fiscal period as of the date of this Prospectus, no Financial Highlights are shown.

Defiance ETFs

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Adviser	Tidal\n Investments LLC \n 234 West Florida Street, Suite 700 \n Milwaukee, Wisconsin 53204	Administrator	Tidal\n ETF Services LLC \n 234 West Florida Street, Suite 700 \n Milwaukee, Wisconsin 53204
Distributor	Foreside Fund Services, LLC \n 190 Middle Street, Suite 301 \n Portland, Maine 04101	Fund\n Accountant and \n Transfer Agent	U.S.\n Bancorp Fund Services, LLC, \n doing business as U.S. Bank Global Fund Services \n 615 East Michigan Street \n Milwaukee, Wisconsin 53202
Legal\n Counsel	Troutman\n Pepper Locke LLP \n 3000 Two Logan Square \n Eighteenth and Arch Streets \n Philadelphia, Pennsylvania 19103	Custodian	U.S.\n Bank National Association \n 1555 North Rivercenter Dr. \n Milwaukee, Wisconsin 53212
Independent\n \n Registered Public \n Accounting Firm	Tait, Weller & Baker LLP \n Two Liberty Place \n 50 South 16th Street \n Philadelphia, Pennsylvania 19102

Investors may find more information about the\nFund in the following documents:

Statement of Additional Information: The\nFund’s SAI provides additional details about the investments of the Fund and certain other additional information. A current SAI\ndated October 10, 2026, as supplemented from time to time, is on file with the SEC and is herein incorporated by reference into this Prospectus.\nIt is legally considered a part of this Prospectus.

Annual/Semi-Annual Reports: Additional\ninformation about the Fund’s investments will be available in the Fund’s annual and semi-annual reports to shareholders and\nin Form N-CSR. In the annual Certified Shareholder Report on Form N-CSR you will find a discussion of the market conditions and investment\nstrategies that significantly affected the Fund’s performance after the first fiscal year the Fund is in operation. In Form N-CSR,\nyou will find the Fund’s annual and semi-annual financial statements.

When available,\nyou can obtain free copies of these documents, request other information or make general inquiries about the Fund by contacting the Fund\nat the Defiance ETFs, c/o U.S. Bank Global Fund Services PO Box 219252 Kansas City, Missouri 64121-9252 or calling (833) 333-9383.

Shareholder reports, the Fund’s current\nProspectus and SAI and other information about the Fund will be available:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Free of charge from the SEC’s EDGAR database on the SEC’s website at www.sec.gov; or

	●	Free of charge from the Fund’s Internet website at www.defianceetfs.com; or

	●	For a fee, by e-mail request to publicinfo@sec.gov.

(SEC Investment Company Act File No. 811-24116)

$\"\"$

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

PASX	Defiance Daily Target 2X Long Pasqal ETF


	listed on NYSE Arca, Inc.

STATEMENT OF ADDITIONAL INFORMATION

October 10, 2026

This Statement of Additional Information (“SAI”)\nis not a prospectus and should be read in conjunction with the Prospectus for the Defiance Daily\nTarget 2X Long Pasqal ETF (the “Fund”), a series of Tidal Trust V (the “Trust”), dated October 10, 2026,\nas may be supplemented from time to time (the “Prospectus”). Capitalized terms used in this SAI that are not defined have\nthe same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be obtained without charge, by calling the\nFund at (833) 333-9383, visiting www.defianceetfs.com, or writing to the Defiance ETFs, c/o U.S. Bank Global Fund Services, P.O. Box 219252,\nKansas City, Missouri 64121-9252.

The Fund’s audited financial statements\nfor the most recent fiscal year (when available) will be incorporated into this SAI by reference to the Fund’s most recent Annual\nCertified Shareholder Report on Form N-CSR (File No. 811-24116). When available, a copy of the Fund’s Annual Certified Shareholder\nReport may be obtained at no charge by contacting the Fund at the address or phone number noted above.

TABLE OF CONTENTS

	Page
General Information about the Trust	1
Additional Information about Investment Objectives, Policies, and Related Risks	1
Description of Permitted Investments	3
Investment Restrictions	21
Exchange Listing and Trading	21
Management of the Trust	22
Principal Shareholders, Control Persons and Management Ownership	27
Codes of Ethics	27
Proxy Voting Policies	27
Investment Adviser	28
Portfolio Managers	28
The Distributor	29
Administrator	31
Transfer Agent and Fund Accountant	31
Custodian	31
Legal Counsel	31
Independent Registered Public Accounting Firm	31
Portfolio Holdings Disclosure Policies and Procedures	31
Description of Shares	32
Limitation of Trustees’ Liability	32
Brokerage Transactions	32
Portfolio Turnover Rate	34
Book Entry Only System	34
Purchase and Redemption of Shares in Creation Units	35
Determination of Net Asset Value	40
Dividends and Distributions	40
U.S. Federal Income Taxes	41
Financial Statements	46

GENERAL INFORMATION ABOUT THE TRUST

The Trust is an open-end management investment\ncompany consisting of multiple series, including the Fund. This SAI relates to the Fund.\nThe Trust was organized as a Delaware statutory trust on April 29, 2025. The Trust is registered with the U.S. Securities and Exchange\nCommission (“SEC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations adopted thereunder,\nas amended, the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares (“Shares”)\nis registered under the Securities Act of 1933, as amended (the “Securities Act”). The Trust is governed by its Board of Trustees\n(the “Board”). Tidal Investments LLC (“Tidal” or the “Adviser”), a Tidal Financial Group company,\nserves as investment adviser to the Fund.

The Fund offers and issues Shares at its net\nasset value (“NAV”) only in aggregations of a specified number of Shares (each, a “Creation Unit”). The Fund generally\noffers and issues Shares in exchange for a basket of securities (“Deposit Securities”) together with the deposit of a specified\ncash payment (“Cash Component”). The Trust reserves the right to permit or require the substitution of a “cash in lieu”\namount (“Deposit Cash”) to be added to the Cash Component to replace any Deposit Security. Shares of the Fund are listed on\nNYSE Arca, Inc. (the “Exchange”). Shares of the Fund trade on the Exchange at market prices that may differ from the\nShares’ respective NAV. Shares are also redeemable only in Creation Unit aggregations, primarily for a basket of Deposit Securities\ntogether with a Cash Component. As a practical matter, only institutions or large investors, known as “Authorized Participants”\nor “APs,” purchase or redeem Creation Units. Except when aggregated in Creation Units, Shares are not individually redeemable.

Shares may be issued in advance of receipt of\nDeposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least equal to\na specified percentage of the value of the missing Deposit Securities, as set forth in the Participant Agreement (as defined below). The\nTrust may impose a transaction fee for each creation or redemption. In all cases, such fees will be limited in accordance with the requirements\nof the SEC applicable to management investment companies offering redeemable securities. As in the case of other publicly traded securities,\nbrokers’ commissions on transactions in the secondary market will be based on negotiated commission rates at customary levels.

ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES,\nPOLICIES, AND RELATED RISKS

The Fund’s investment objective and principal\ninvestment strategies are described in the Prospectus. The information included in this SAI supplements, and should be read in conjunction\nwith, the Prospectus. For a description of certain permitted investments, see “Description of Permitted Investments” in this\nSAI.

With respect to the Fund’s investments,\nunless otherwise noted, if a percentage limitation on investment is adhered to at the time of investment or contract, a subsequent increase\nor decrease as a result of market movement or redemption will not result in a violation of such investment limitation.

Non-Diversification

The Fund is classified as a non-diversified investment\ncompany under the 1940 Act’s diversification requirements. A “non-diversified” classification means that the Fund is\nnot limited by the 1940 Act’s diversification requirements with regard to the percentage of its assets that may be invested in the\nsecurities of a single issuer. This means that the Fund may invest a greater portion of its assets in the securities of a single issuer\nor a small number of issuers than if it was a diversified fund, and therefore, those issuers may constitute a greater portion of the Fund’s\nportfolio. This may have an adverse effect on the Fund’s performance or subject its Shares to greater price volatility than more\ndiversified investment companies. Moreover, in pursuing its objective, the Fund may hold the securities of a single issuer in an amount\nexceeding 10% of the value of the outstanding securities of the issuer, subject to restrictions imposed by the Internal Revenue Code of\n1986, as amended (the “Code”).

Although the Fund is non-diversified for purposes\nof the 1940 Act, the Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify\nas a regulated investment company (“RIC”) for purposes of the Code, and to relieve the Fund of any liability for U.S. federal\nincome tax to the extent that its earnings are distributed to shareholders. Compliance with the diversification requirements of the Code\nmay limit the investment flexibility of the Fund and may make it less likely that the Fund will meet its investment objective. See “U.S.\nFederal Income Taxes” in this SAI for further discussion.

General Risks

The value of the Fund’s portfolio securities\nmay fluctuate with changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions\nthat affect a particular security or issuer and changes in general economic or political conditions. An investor in the Fund could lose\nmoney over short or long periods of time.

There can be no guarantee that a liquid market\nfor the securities held by the Fund will be maintained. The existence of a liquid trading market for certain securities may depend on\nwhether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any\nsuch market will be or remain liquid. The price at which securities may be sold and the value of Shares will be adversely affected if\ntrading markets for the Fund’s portfolio securities are limited or absent, or if bid-ask spreads are wide.

Cyber Security Risk. Investment companies,\nsuch as the Fund, and their service providers may be subject to operational and information security risks resulting from cyber attacks.\nCyber attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on\nwebsites, the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber attacks affecting\nthe Fund or the Adviser, Custodian (defined below), Transfer Agent (defined below), intermediaries and other third-party service providers\nmay adversely impact the Fund. For instance, cyber attacks may interfere with the processing of shareholder transactions, impact the Fund’s\nability to calculate its NAV, cause the release of private shareholder information or confidential company information, impede trading,\nsubject the Fund to regulatory fines or financial losses, and cause reputational damage. The Fund may also incur additional costs for\ncyber security risk management purposes. Similar types of cyber security risks are also present for issuers of securities in which the\nFund invests, which could result in material adverse consequences for such issuers, and may cause the Fund’s investment in such\nportfolio companies to lose value.

Special Considerations and Risks

The Fund seeks to provide daily investment\nresults that, before fees and expenses, provide two times the daily percentage change of an underlying security, meaning such results\nthat correspond to approximately 2X times (200%) the daily performance of its corresponding underlying security, as shown in the\nfollowing table (the “Underlying Security”):

\n \n \n \n \n \n \n

Fund Name	Underlying\n Security
Defiance\n Daily Target 2X Long Pasqal ETF	Pasqal\n Holding SA (NASDAQ: PSQL)

Special Note Regarding the Daily Correlation\nRisks of the Fund. As discussed in the Prospectus, the Fund is “leveraged” in the sense that it has an investment objective\nto match 200% of the performance of its Underlying Security on a given day. The Fund is subject to all of the correlation risks described\nin the Prospectus.

In addition, there is a special form of correlation\nrisk that derives from the Fund’s use of leverage, which is that for periods greater than one day, the use of leverage tends to\ncause the performance of the Fund to be either greater than, or less than, 200% of the performance of its Underlying Security.

The Fund’s return for periods longer than\none day is primarily (but not solely) a function of the following:

\n \n \n \n \n

Performance of its Underlying Security;

\n \n \n \n \n

Volatility of its Underlying Security;

\n \n \n \n \n

Financing rates associated with leverage;

\n \n \n \n \n

Other Fund expenses;

\n \n \n \n \n

Dividends paid by companies in the applicable Underlying Security; and

\n \n \n \n \n

Period of time.

The table below is intended to underscore the\nfact that the Fund is designed as a short-term trading vehicle for investors who intend to actively monitor and manage their portfolios.\nIt is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.\nFor additional information regarding correlation and volatility risk for the Fund, see “Compounding and Market Volatility Risk”\nin the Prospectus.

Estimated Returns of 200% or Two Times

Performance of the Underlying Security

Underlying Security Performance	One Year Volatility Rate
One Year \nUnderlying \nSecurity		2X Times \n(200%) the \nOne Year \nPerformance	10%	25%	50%	75%	100%
-60%		-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%		-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%		-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%		-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%		-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%		-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%		0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%		20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%		40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%		60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%		80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%		100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%		120%	153.5%	140.5%	99.4%	45.9%	-5.8%

DESCRIPTION OF PERMITTED INVESTMENTS

The following are descriptions of the permitted\ninvestments and investment practices and associated risk factors. The Fund will invest in, or be exposed to, any of the following instruments\nor engage in any of the following investment practices only if such investment or activity is consistent with the Fund’s investment\nobjective and permitted by the Fund’s stated investment policies. In addition, certain of the techniques and investments discussed\nin this SAI are not principal strategies of the Fund as disclosed in the Prospectus, and while such techniques and investments are permissible\nfor the Fund to utilize, the Fund is not required to utilize such non-principal techniques or investments.

Borrowing

The Fund may borrow to the extent permitted by\nthe 1940 Act. Under the 1940 Act, the Fund may borrow up to one-third (1/3) of its total assets. The Fund will borrow money only for short-term\nor emergency purposes. Such borrowing is not for investment purposes and will be repaid by the Fund promptly. Borrowing will tend to exaggerate\nthe effect on NAV of any increase or decrease in the market value of the Fund’s portfolio. Money borrowed will be subject to interest\ncosts that may or may not be recovered by earnings on the securities purchased. The Fund also may be required to maintain minimum average\nbalances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements\nwould increase the cost of borrowing over the stated interest rate.

Derivative Instruments

Generally, derivatives are financial instruments\nwhose value depends on or is derived from, the value of one or more underlying assets, reference rates, or indices or other market factors\n(a “reference instrument”) and may relate to stocks, bonds, interest rates, credit, currencies, commodities or related indices.\nDerivative instruments can provide an efficient means to gain or reduce exposure to the value of a reference instrument without actually\nowning or selling the instrument. Some common types of derivatives include options, futures, forwards and swaps.

Derivative instruments may be used to modify the\neffective duration of the Fund’s portfolio investments. Derivative instruments may also be used for “hedging,” which\nmeans that they may be used when the Adviser seeks to protect the Fund’s investments from a decline in value resulting from changes\nto interest rates, market prices, currency fluctuations, or other market factors. Derivative instruments may also be used for other purposes,\nincluding to seek to increase liquidity, provide efficient portfolio management, broaden investment opportunities (including taking short\nor negative positions), implement a tax or cash management strategy, gain exposure to a particular security or segment of the market and/or\nenhance total return. However derivative instruments are used, their successful use is not assured and will depend upon, among other factors,\nthe Adviser’s ability to gauge relevant market movements.

Derivative instruments may be used for the purpose\nof direct hedging. Direct hedging means that the transaction must be intended to reduce a specific risk exposure of a portfolio security\nor its denominated currency and must also be directly related to such security or currency. The Fund’s use of derivative instruments\nmay be limited from time to time by policies adopted by the Board or the Adviser.

SEC Rule 18f-4 (“Rule 18f-4” or the\n“Derivatives Rule”) regulates the ability of the Fund to enter into derivative transactions and other leveraged transactions.\nThe Derivatives Rule defines the term “derivatives” to include short sales and forward contracts, such as TBA transactions,\nin addition to instruments traditionally classified as derivatives, such as swaps, futures, and options. Rule 18f-4 also regulates other\ntypes of leveraged transactions, such as reverse repurchase transactions and transactions deemed to be “similar to” reverse\nrepurchase transactions, such as certain securities lending transactions in connection with which the Fund obtains leverage. Among other\nthings, under Rule 18f-4, the Fund is prohibited from entering into these derivatives transactions except in reliance on the provisions\nof the Derivatives Rule. The Derivatives Rule establishes limits on the derivatives transactions that the Fund may enter into based on\nthe value-at-risk (“VaR”) of the Fund inclusive of derivatives. The Fund will generally satisfy the limits under the Rule\nif the VaR of its portfolio (inclusive of derivatives transactions) does not exceed 200% of the VaR of its “designated reference\nportfolio.” The “designated reference portfolio” is a representative unleveraged index or the Fund’s own portfolio\nabsent derivatives holdings, as determined by the Fund’s derivatives risk manager. This limits test is referred to as the “Relative\nVaR Test.” If the Fund determines that the Relative VaR Test is not appropriate in light of its strategy, subject to specified conditions,\nthe Fund may instead comply with the “Absolute VaR Test.” The Fund will satisfy the Absolute VaR Test if the VaR of its portfolio\ndoes not exceed 20% of the value of the Fund’s net assets.

In addition, among other requirements, Rule 18f-4\nrequires the Fund to establish a derivatives risk management program, appoint a derivatives risk manager, and carry out enhanced reporting\nto the Board, the SEC and the public regarding the Fund’s derivatives activities. These new requirements will apply unless the Fund\nqualifies as a “limited derivatives user,” which the Derivatives Rule defines as a fund that limits its derivatives exposure\nto 10% of its net assets. It is possible that the limits and compliance costs imposed by the Derivatives Rule may adversely affect the\nFund’s performance, efficiency in implementing its strategy, liquidity and/or ability to pursue its investment objectives and may\nincrease the cost of the Fund’s investments and cost of doing business, which could adversely affect investors.

Futures contracts. Generally, a futures\ncontract is a standard binding agreement to buy or sell a specified quantity of an underlying reference instrument, such as a specific\nsecurity, currency or commodity, at a specified price at a specified later date. A “sale” of a futures contract means the\nacquisition of a contractual obligation to deliver the underlying reference instrument called for by the contract at a specified price\non a specified date. A “purchase” of a futures contract means the acquisition of a contractual obligation to acquire the underlying\nreference instrument called for by the contract at a specified price on a specified date. The purchase or sale of a futures contract will\nallow the Fund to increase or decrease its exposure to the underlying reference instrument without having to buy the actual instrument.

The underlying reference instruments to which\nfutures contracts may relate include non-U.S. currencies, interest rates, stock and bond indices, and debt securities, including U.S.\ngovernment debt obligations. In most cases the contractual obligation under a futures contract may be offset, or “closed out,”\nbefore the settlement date so that the parties do not have to make or take delivery. The closing out of a contractual obligation is usually\naccomplished by buying or selling, as the case may be, an identical, offsetting futures contract. This transaction, which is effected\nthrough a member of an exchange, cancels the obligation to make or take delivery of the underlying instrument or asset. Although some\nfutures contracts by their terms require the actual delivery or acquisition of the underlying instrument or asset, some require cash settlement.

Futures contracts may be bought and sold on U.S.\nand non-U.S. exchanges. Futures contracts in the U.S. have been designed by exchanges that have been designated “contract markets”\nby the Commodity Futures Trading Commission (“CFTC”) and must be executed through a futures commission merchant (“FCM”),\nwhich is a brokerage firm that is a member of the relevant contract market. Each exchange guarantees performance of the contracts as between\nthe clearing members of the exchange, thereby reducing the risk of counterparty default. Futures contracts may also be entered into on\ncertain exempt markets, including exempt boards of trade and electronic trading facilities, available to certain market participants.\nBecause all transactions in the futures market are made, offset or fulfilled by an FCM through a clearinghouse associated with the exchange\non which the contracts are traded, the Fund will incur brokerage fees when it buys or sells futures contracts.

The Fund generally buys and sells futures contracts\nonly on contract markets (including exchanges or boards of trade) where there appears to be an active market for the futures contracts,\nbut there is no assurance that an active market will exist for any particular contract or at any particular time. An active market makes\nit more likely that futures contracts will be liquid and bought and sold at competitive market prices. In addition, many of the futures\ncontracts available may be relatively new instruments without a significant trading history. As a result, there can be no assurance that\nan active market will develop or continue to exist.

When the Fund enters into a futures contract,\nit must deliver to an account controlled by the FCM (that has been selected by the Fund), an amount referred to as “initial margin”\nthat is typically calculated as an amount equal to the volatility in market value of a contract over a fixed period. Initial margin requirements\nare determined by the respective exchanges on which the futures contracts are traded and the FCM. Thereafter, a “variation margin”\namount may be required to be paid by the Fund or received by the Fund in accordance with margin controls set for such accounts, depending\nupon changes in the marked-to-market value of the futures contract. The account is marked-to-market daily and the variation margin is\nmonitored by the Adviser and Custodian (defined below) on a daily basis. When the futures contract is closed out, if the Fund has a loss\nequal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount.\nIf the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full margin\namount and the amount of the gain is paid to the Fund.

Some futures contracts provide for the delivery\nof securities that are different than those that are specified in the contract. For a futures contract for delivery of debt securities,\non the settlement date of the contract, adjustments to the contract can be made to recognize differences in value arising from the delivery\nof debt securities with a different interest rate from that of the particular debt securities that were specified in the contract. In\nsome cases, securities called for by a futures contract may not have been issued when the contract was written.

Risks of futures contracts. The Fund’s\nuse of futures contracts is subject to the risks associated with derivative instruments generally. In addition, a purchase or sale of\na futures contract may result in losses to the Fund in excess of the amount that the Fund delivered as initial margin. Because of the\nrelatively low margin deposits required, futures trading involves a high degree of leverage; as a result, a relatively small price movement\nin a futures contract may result in immediate and substantial loss, or gain, to the Fund. In addition, if the Fund has insufficient cash\nto meet daily variation margin requirements or close out a futures position, it may have to sell securities from its portfolio at a time\nwhen it may be disadvantageous to do so. Adverse market movements could cause the Fund to experience substantial losses on an investment\nin a futures contract.

There is a risk of loss by the Fund of the initial\nand variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position in a futures contract. The\nassets of the Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might\nbe limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCM’s customers. If\nthe FCM does not provide accurate reporting, the Fund is also subject to the risk that the FCM could use the Fund’s assets, which\nare held in an omnibus account with assets belonging to the FCM’s other customers, to satisfy its own financial obligations or the\npayment obligations of another customer to the central counterparty.

The Fund may not be able to properly hedge or\neffect its strategy when a liquid market is unavailable for the futures contract the Fund wishes to close, which may at times occur. In\naddition, when futures contracts are used for hedging, there may be an imperfect correlation between movements in the prices of the underlying\nreference instrument on which the futures contract is based and movements in the prices of the assets sought to be hedged.

If the Adviser’s investment judgment about\nthe general direction of market prices or interest or currency exchange rates is incorrect, the Fund’s overall performance will\nbe poorer than if it had not entered into a futures contract. For example, if the Fund has purchased futures to hedge against the possibility\nof an increase in interest rates that would adversely affect the price of bonds held in its portfolio and interest rates instead decrease,\nthe Fund will lose part or all of the benefit of the increased value of the bonds which it has hedged. This is because its losses in its\nfutures positions will offset some or all of its gains from the increased value of the bonds.

The difference (called the “spread”)\nbetween prices in the cash market for the purchase and sale of the underlying reference instrument and the prices in the futures market\nis subject to fluctuations and distortions due to differences in the nature of those two markets. First, all participants in the futures\nmarket are subject to initial deposit and variation margin requirements. Rather than meeting additional variation margin requirements,\ninvestors may close futures contracts through offsetting transactions that could distort the normal pricing spread between the cash and\nfutures markets. Second, the liquidity of the futures markets depends on participants entering into offsetting transactions rather than\nmaking or taking delivery of the underlying instrument. To the extent participants decide to make or take delivery, liquidity in the futures\nmarket could be reduced, resulting in pricing distortion. Third, from the point of view of speculators, the margin deposit requirements\nthat apply in the futures market are less onerous than similar margin requirements in the securities market. Therefore, increased participation\nby speculators in the futures market may cause temporary price distortions. When such distortions occur, a correct forecast of general\ntrends in the price of an underlying reference instrument by the Adviser may still not necessarily result in a profitable transaction.

Futures contracts that are traded on non-U.S.\nexchanges may not be as liquid as those purchased on CFTC-designated contract markets. In addition, non-U.S. futures contracts may be\nsubject to varied regulatory oversight. The price of any non-U.S. futures contract and, therefore, the potential profit and loss thereon,\nmay be affected by any change in the non-U.S. exchange rate between the time a particular order is placed and the time it is liquidated,\noffset or exercised.

The CFTC and the various exchanges have established\nlimits referred to as “speculative position limits” on the maximum net long or net short position that any person, such as\nthe Fund, may hold or control in a particular futures contract. Trading limits are also imposed on the maximum number of contracts that\nany person may trade on a particular trading day. An exchange may order the liquidation of positions found to be in violation of these\nlimits and it may impose other sanctions or restrictions. The regulation of futures, as well as other derivatives, is a rapidly changing\narea of law. For more information, see “Developing government regulation of derivatives” below.

Futures exchanges may also limit the amount of\nfluctuation permitted in certain futures contract prices during a single trading day. This daily limit establishes the maximum amount\nthat the price of a futures contract may vary either up or down from the previous day’s settlement price. Once the daily limit has\nbeen reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily\nlimit governs only price movements during a particular trading day and does not limit potential losses because the limit may prevent the\nliquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading\ndays with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to\nsubstantial losses.

Options on futures contracts. Options on\nfutures contracts trade on the same contract markets as the underlying futures contract. When the Fund buys an option, it pays a premium\nfor the right, but does not have the obligation, to purchase (call) or sell (put) a futures contract at a set price (the exercise price).\nThe purchase of a call or put option on a futures contract, whereby the Fund has the right to purchase or sell, respectively, a particular\nfutures contract, is similar in some respects to the purchase of a call or put option on an individual security or currency. Depending\non the premium paid for the option compared to either the price of the futures contract upon which it is based or the price of the underlying\nreference instrument, the option may be less risky than direct ownership of the futures contract or the underlying reference instrument.\nFor example, the Fund could purchase a call option on a long futures contract when seeking to hedge against an increase in the market\nvalue of the underlying reference instrument, such as appreciation in the value of a non-U.S. currency against the U.S. dollar.

The seller (writer) of an option becomes contractually\nobligated to take the opposite futures position if the buyer of the option exercises its rights to the futures position specified in the\noption. In return for the premium paid by the buyer, the seller assumes the risk of taking a possibly adverse futures position. In addition,\nthe seller will be required to post and maintain initial and variation margin with the FCM. One goal of selling (writing) options on futures\nmay be to receive the premium paid by the option buyer. For more general information about the mechanics of purchasing and writing options,\nsee “Options” below.

Risks of options on futures contracts.\nThe Fund’s use of options on futures contracts is subject to the risks related to derivative instruments generally. In addition,\nthe amount of risk the Fund assumes when it purchases an option on a futures contract is the premium paid for the option plus related\ntransaction costs. The purchase of an option also entails the risk that changes in the value of the underlying futures contract will not\nbe fully reflected in the value of the option purchased. The seller (writer) of an option on a futures contract is subject to the risk\nof having to take a possibly adverse futures position if the purchaser of the option exercises its rights. If the seller were required\nto take such a position, it could bear substantial losses. An option writer has potentially unlimited economic risk because its potential\nloss, except to the extent offset by the premium received, is equal to the amount the option is “in-the-money” at the expiration\ndate. A call option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put option\nis in-the-money if the exercise price of the option exceeds the value of the underlying futures contract.

Options. An option is a contract that gives\nthe purchaser of the option, in return for the premium paid, the right to buy an underlying reference instrument, such as a specified\nsecurity, currency, index, or other instrument, from the writer of the option (in the case of a call option), or to sell a specified reference\ninstrument to the writer of the option (in the case of a put option) at a designated price during the term of the option. The premium\npaid by the buyer of an option will reflect, among other things, the relationship of the exercise price to the market price and the volatility\nof the underlying reference instrument, the remaining term of the option, supply, demand, interest rates and/or currency exchange rates.\nAn American style put or call option may be exercised at any time during the option period while a European style put or call option may\nbe exercised only upon expiration or during a fixed period prior thereto. Put and call options are traded on national securities exchanges\nand in the OTC market.

Options traded on national securities exchanges\nare within the jurisdiction of the SEC or other appropriate national securities regulator, as are securities traded on such exchanges.\nAs a result, many of the protections provided to traders on organized exchanges will be available with respect to such transactions. In\nparticular, all option positions entered into on a national securities exchange in the United States are cleared and guaranteed by the\nOptions Clearing Corporation, thereby reducing the risk of counterparty default. Furthermore, a liquid secondary market in options traded\non a national securities exchange may be more readily available than in the OTC market, potentially permitting the Fund to liquidate open\npositions at a profit prior to exercise or expiration, or to limit losses in the event of adverse market movements. There is no assurance,\nhowever, that higher than anticipated trading activity or other unforeseen events might not temporarily render the capabilities of the\nOptions Clearing Corporation inadequate, and thereby result in the exchange instituting special procedures which may interfere with the\ntimely execution of the Fund’s orders to close out open options positions.

Purchasing call and put options. As the\nbuyer of a call option, the Fund has a right to buy the underlying reference instrument (e.g., a currency or security) at the exercise\nprice at any time during the option period (for American style options). The Fund may enter into closing sale transactions with respect\nto call options, exercise them, or permit them to expire. For example, the Fund may buy call options on underlying reference instruments\nthat it intends to buy with the goal of limiting the risk of a substantial increase in their market price before the purchase is effected.\nUnless the price of the underlying reference instrument changes sufficiently, a call option purchased by the Fund may expire without any\nvalue to the Fund, in which case the Fund would experience a loss to the extent of the premium paid for the option plus related transaction\ncosts.

As the buyer of a put option, the Fund has the\nright to sell the underlying reference instrument at the exercise price at any time during the option period (for American style options).\nLike a call option, the Fund may enter into closing sale transactions with respect to put options, exercise them or permit them to expire.\nThe Fund may buy a put option on an underlying reference instrument owned by the Fund (a protective put) as a hedging technique in an\nattempt to protect against an anticipated decline in the market value of the underlying reference instrument. Such hedge protection is\nprovided only during the life of the put option when the Fund, as the buyer of the put option, is able to sell the underlying reference\ninstrument at the put exercise price, regardless of any decline in the underlying instrument’s market price. The Fund may also seek\nto offset a decline in the value of the underlying reference instrument through appreciation in the value of the put option. A put option\nmay also be purchased with the intent of protecting unrealized appreciation of an instrument when the Adviser deems it desirable to continue\nto hold the instrument because of tax or other considerations. The premium paid for the put option and any transaction costs would reduce\nany short-term capital gain that may be available for distribution when the instrument is eventually sold. Buying put options at a time\nwhen the buyer does not own the underlying reference instrument allows the buyer to benefit from a decline in the market price of the\nunderlying reference instrument, which generally increases the value of the put option.

If a put option was not terminated in a closing\nsale transaction when it has remaining value, and if the market price of the underlying reference instrument remains equal to or greater\nthan the exercise price during the life of the put option, the buyer would not make any gain upon exercise of the option and would experience\na loss to the extent of the premium paid for the option plus related transaction costs. In order for the purchase of a put option to be\nprofitable, the market price of the underlying reference instrument must decline sufficiently below the exercise price to cover the premium\nand transaction costs.

Writing call and put options. Writing options\nmay permit the writer to generate additional income in the form of the premium received for writing the option. The writer of an option\nmay have no control over when the underlying reference instruments must be sold (in the case of a call option) or purchased (in the case\nof a put option) because the writer may be notified of exercise at any time prior to the expiration of the option (for American style\noptions). In general, though, options are infrequently exercised prior to expiration. Whether or not an option expires unexercised, the\nwriter retains the amount of the premium. Writing “covered” call options means that the writer owns the underlying reference\ninstrument that is subject to the call option. Call options may also be written on reference instruments that the writer does not own.

If the Fund writes a covered call option, any\nunderlying reference instruments that are held by the Fund and are subject to the call option will be earmarked on the books of the Fund\nas segregated to satisfy its obligations under the option. The Fund will be unable to sell the underlying reference instruments that are\nsubject to the written call option until it either effects a closing transaction with respect to the written call, or otherwise satisfies\nthe conditions for release of the underlying reference instruments from segregation. As the writer of a covered call option, the Fund\ngives up the potential for capital appreciation above the exercise price of the option should the underlying reference instrument rise\nin value. If the value of the underlying reference instrument rises above the exercise price of the call option, the reference instrument\nwill likely be “called away,” requiring the Fund to sell the underlying instrument at the exercise price. In that case, the\nFund will sell the underlying reference instrument to the option buyer for less than its market value, and the Fund will experience a\nloss (which will be offset by the premium received by the Fund as the writer of such option). If a call option expires unexercised, the\nFund will realize a gain in the amount of the premium received. If the market price of the underlying reference instrument decreases,\nthe call option will not be exercised and the Fund will be able to use the amount of the premium received to hedge against the loss in\nvalue of the underlying reference instrument. The exercise price of a call option will be chosen based upon the expected price movement\nof the underlying reference instrument. The exercise price of a call option may be below, equal to (at-the-money), or above the current\nvalue of the underlying reference instrument at the time the option is written.

As the writer of a put option, the Fund has a\nrisk of loss should the underlying reference instrument decline in value. If the value of the underlying reference instrument declines\nbelow the exercise price of the put option and the put option is exercised, the Fund, as the writer of the put option, will be required\nto buy the instrument at the exercise price, which will exceed the market value of the underlying reference instrument at that time. The\nFund will incur a loss to the extent that the current market value of the underlying reference instrument is less than the exercise price\nof the put option. However, the loss will be offset in part by the premium received from the buyer of the put. If a put option written\nby the Fund expires unexercised, the Fund will realize a gain in the amount of the premium received.

Closing out options (exchange-traded options).\nIf the writer of an option wants to terminate its obligation, the writer may effect a “closing purchase transaction” by buying\nan option of the same series as the option previously written. The effect of the purchase is that the clearing corporation will cancel\nthe option writer’s position. However, a writer may not effect a closing purchase transaction after being notified of the exercise\nof an option. Likewise, the buyer of an option may recover all or a portion of the premium that it paid by effecting a “closing\nsale transaction” by selling an option of the same series as the option previously purchased and receiving a premium on the sale.\nThere is no guarantee that either a closing purchase or a closing sale transaction may be made at a time desired by the Fund. Closing\ntransactions allow the Fund to terminate its positions in written and purchased options. The Fund will realize a profit from a closing\ntransaction if the price of the transaction is less than the premium received from writing the original option (in the case of written\noptions) or is more than the premium paid by the Fund to buy the option (in the case of purchased options). For example, increases in\nthe market price of a call option sold by the Fund will generally reflect increases in the market price of the underlying reference instrument.\nAs a result, any loss resulting from a closing transaction on a written call option is likely to be offset in whole or in part by appreciation\nof the underlying instrument owned by the Fund.

Over-the-counter options. Like exchange-traded\noptions, OTC options give the holder the right to buy from the writer, in the case of OTC call options, or sell to the writer, in the\ncase of OTC put options, an underlying reference instrument at a stated exercise price. OTC options, however, differ from exchange-traded\noptions in certain material respects.

OTC options are arranged directly with dealers\nand not with a clearing corporation or exchange. Consequently, there is a risk of non-performance by the dealer, including because of\nthe dealer’s bankruptcy or insolvency. While the Fund uses only counterparties, such as dealers, that meet its credit quality standards,\nin unusual or extreme market conditions, a counterparty’s creditworthiness and ability to perform may deteriorate rapidly, and the\navailability of suitable replacement counterparties may become limited. Because there is no exchange, pricing is typically done based\non information from market makers or other dealers. OTC options are available for a greater variety of underlying reference instruments\nand in a wider range of expiration dates and exercise prices than exchange-traded options.

There can be no assurance that a continuous\nliquid secondary market will exist for any particular OTC option at any specific time. The Fund may be able to realize the value of\nan OTC option it has purchased only by exercising it or entering into a closing sale transaction with the dealer that issued it.\nWhen the Fund writes an OTC option, it generally can close out that option prior to its expiration only by entering into a closing\npurchase transaction with the dealer with which the Fund originally wrote the option. The Fund may suffer a loss if it is not able\nto exercise (in the case of a purchased option) or enter into a closing sale transaction on a timely basis.

The staff of the SEC has taken the position that\npurchased OTC options on securities are considered illiquid securities. Pending a change in the staff’s position, the Fund will\ntreat such OTC options on securities as illiquid and subject to the Fund’s limitation on illiquid securities.

Interest rate caps. An interest rate cap\nis a type of OTC option. The buyer of an interest rate cap pays a premium to the seller in exchange for payments at set intervals for\nwhich a floating interest rate exceeds an agreed upon interest rate. The floating interest rate may be tied to a reference rate, a long-term\nswap rate or other benchmark. The amount of each payment is determined by reference to a specified “notional” amount of money.\nInterest rate caps do not involve the delivery of securities, other underlying instruments, or principal amounts. Accordingly, barring\ncounterparty risk, the risk of loss to the purchaser of an interest rate cap is limited to the amount of the premium paid.

An interest rate cap can be used to increase or\ndecrease exposure to various interest rates, including to hedge interest rate risk. By purchasing an interest rate cap, the buyer of the\ncap can benefit from rising interest rates while limiting its downside risk to the amount of the premium paid. If the Fund buys an interest\nrate cap and the Adviser is correct at predicting the direction of interest rates, the interest rate cap will increase in value. But if\nthe Adviser is incorrect at predicting the direction, the interest rate cap will expire worthless.

By writing (selling) an interest rate cap, the\nseller of the cap can benefit by receiving a premium in exchange for assuming an obligation to make payments at set intervals for which\na floating interest rate exceeds an agreed upon interest rate. If interest rates rise above the agreed upon cap, the seller’s obligation\nto make payments may result in losses in excess of the premium received.

Correctly predicting the value of an interest\nrate cap requires an understanding of the referenced interest rate, and the Fund bears the risk that the Adviser will not correctly forecast\nfuture market events, such as interest rate movements. Interest rate caps also involve the risks associated with derivative instruments\ngenerally, as described herein, including the risks associated with OTC options.

Risks of options. The Fund’s options\ninvestments involve certain risks, including general risks related to derivative instruments. There can be no assurance that a liquid\nsecondary market on an exchange will exist for any particular option, or at any particular time, and the Fund may have difficulty effecting\nclosing transactions in particular options. Therefore, the Fund would have to exercise the options it purchased in order to realize any\nprofit, thus taking or making delivery of the underlying reference instrument when not desired. The Fund could then incur transaction\ncosts upon the sale of the underlying reference instruments. Similarly, when the Fund cannot effect a closing transaction with respect\nto a put option it wrote, and the buyer exercises, the Fund would be required to take delivery and would incur transaction costs upon\nthe sale of the underlying reference instruments purchased. If the Fund, as a covered call option writer, is unable to affect a closing\npurchase transaction in a secondary market, it will not be able to sell the underlying reference instrument until the option expires,\nit delivers the underlying instrument upon exercise, or it segregates enough liquid assets to purchase the underlying reference instrument\nat the marked-to-market price during the term of the option. When trading options on non-U.S. exchanges or in the OTC market, many of\nthe protections afforded to exchange participants will not be available. For example, there may be no daily price fluctuation limits,\nand adverse market movements could therefore continue to an unlimited extent over an indefinite period of time.

The effectiveness of an options strategy for hedging\ndepends on the degree to which price movements in the underlying reference instruments correlate with price movements in the relevant\nportion of the Fund’s portfolio that is being hedged. In addition, the Fund bears the risk that the prices of its portfolio investments\nwill not move in the same amount as the option it has purchased or sold for hedging purposes, or that there may be a negative correlation\nthat would result in a loss on both the investments and the option. If the Adviser is not successful in using options in managing the\nFund’s investments, the Fund’s performance will be worse than if the Adviser did not employ such strategies.

Swaps. Generally, swap agreements are contracts\nbetween the Fund and another party (the swap counterparty) involving the exchange of payments on specified terms over periods ranging\nfrom a few days to multiple years. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared\nswap) or, in some instances, must be transacted through an FCM and cleared through a clearinghouse that serves as a central counterparty\n(for a cleared swap). In a basic swap transaction, the Fund agrees with the swap counterparty to exchange the returns (or differentials\nin rates of return) and/or cash flows earned or realized on a particular “notional amount” or value of predetermined underlying\nreference instruments. The notional amount is the set dollar or other value selected by the parties to use as the basis on which to calculate\nthe obligations that the parties to a swap agreement have agreed to exchange. The parties typically do not actually exchange the notional\namount. Instead, they agree to exchange the returns that would be earned or realized if the notional amount were invested in given investments\nor at given interest rates. Examples of returns that may be exchanged in a swap agreement are those of a particular security, a particular\nfixed or variable interest rate, a particular non-U.S. currency, or a “basket” of securities representing a particular index.\nSwaps can also be based on credit and other events.

The Fund will generally enter into swap agreements\non a net basis, which means that the two payment streams that are to be made by the Fund and its counterparty with respect to a particular\nswap agreement are netted out, with the Fund receiving or paying, as the case may be, only the net difference in the two payments. The\nFund’s obligations (or rights) under a swap agreement that is entered into on a net basis will generally be the net amount to be\npaid or received under the agreement based on the relative values of the obligations of each party upon termination of the agreement or\nat set valuation dates. The Fund will accrue its obligations under a swap agreement daily (offset by any amounts the counterparty owes\nthe Fund). If the swap agreement does not provide for that type of netting, the full amount of the Fund’s obligations will be accrued\non a daily basis.

Comprehensive swaps regulation. The Dodd-Frank\nWall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and related regulatory developments imposed\ncomprehensive regulatory requirements on swaps and swap market participants. The regulatory framework includes: (1) registration and regulation\nof swap dealers and major swap participants; (2) requiring central clearing and execution of standardized swaps; (3) imposing margin requirements\non swap transactions; (4) regulating and monitoring swap transactions through position limits and large trader reporting requirements;\nand (5) imposing record keeping and centralized and public reporting requirements, on an anonymous basis, for most swaps. The CFTC is\nresponsible for the regulation of most swaps. The SEC has jurisdiction over a small segment of the market referred to as “security-based\nswaps,” which includes swaps on single securities or credits, or narrow-based indices of securities or credits.

Uncleared swaps. In an uncleared swap,\nthe swap counterparty is typically a brokerage firm, bank or other financial institution. The Fund customarily enters into uncleared swaps\nbased on the standard terms and conditions of an International Swaps and Derivatives Association (“ISDA”) Master Agreement.\nISDA is a voluntary industry association of participants in the over-the-counter derivatives markets that has developed standardized contracts\nused by such participants that have agreed to be bound by such standardized contracts. In the event that one party to a swap transaction\ndefaults and the transaction is terminated prior to its scheduled termination date, one of the parties may be required to make an early\ntermination payment to the other. An early termination payment may be payable by either the defaulting or non-defaulting party, depending\nupon which of them is “in-the-money” with respect to the swap at the time of its termination. Early termination payments may\nbe calculated in various ways, but are intended to approximate the amount the “in-the-money” party would have to pay to replace\nthe swap as of the date of its termination.

During the term of an uncleared swap, the Fund\nis required to pledge to the swap counterparty, from time to time, an amount of cash and/or other assets equal to the total net amount\n(if any) that would be payable by the Fund to the counterparty if all outstanding swaps between the parties were terminated on the date\nin question, including any early termination payments (“variation margin”). Periodically, changes in the amount pledged are\nmade to recognize changes in value of the contract resulting from, among other things, interest on the notional value of the contract,\nmarket value changes in the underlying investment, and/or dividends paid by the issuer of the underlying instrument. Likewise, the counterparty\nwill be required to pledge cash or other assets to cover its obligations to the Fund. However, the amount pledged may not always be equal\nto or more than the amount due to the other party. Therefore, if a counterparty defaults in its obligations to the Fund, the amount pledged\nby the counterparty and available to the Fund may not be sufficient to cover all the amounts due to the Fund and the Fund may sustain\na loss.

Currently, the Fund does not intend to typically\nprovide initial margin in connection with uncleared swaps. However, rules requiring initial margin for uncleared swaps have been adopted\nand are being phased in over time. When these rules take effect, if the Fund is deemed to have material swaps exposure under applicable\nswap regulations, the Fund will be required to post initial margin in addition to variation margin.

Cleared swaps. Certain standardized swaps\nare subject to mandatory central clearing and exchange-trading. The Dodd-Frank Act and implementing rules will ultimately require the\nclearing and exchange-trading of many swaps. Mandatory exchange-trading and clearing will occur on a phased-in basis based on the type\nof market participant, CFTC approval of contracts for central clearing and public trading facilities making such cleared swaps available\nto trade. To date, the CFTC has designated only certain of the most common types of credit default index swaps and interest rate swaps\nas subject to mandatory clearing and certain public trading facilities have made certain of those cleared swaps available to trade, but\nit is expected that additional categories of swaps will in the future be designated as subject to mandatory clearing and trade execution\nrequirements. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not eliminate\nthese risks and may involve additional costs and risks not involved with uncleared swaps. See “Risks of cleared swaps” below.

In a cleared swap, the Fund’s ultimate counterparty\nis a central clearinghouse rather than a brokerage firm, bank or other financial institution. Cleared swaps are submitted for clearing\nthrough each party’s FCM, which must be a member of the clearinghouse that serves as the central counterparty. Transactions executed\non a swap execution facility (“SEF”) may increase market transparency and liquidity but may require the Fund to incur increased\nexpenses to access the same types of swaps that it has used in the past. When the Fund enters into a cleared swap, it must deliver to\nthe central counterparty (via the FCM) an amount referred to as “initial margin.” Initial margin requirements are determined\nby the central counterparty, and are typically calculated as an amount equal to the volatility in market value of the cleared swap over\na fixed period, but an FCM may require additional initial margin above the amount required by the central counterparty. During the term\nof the swap agreement, a “variation margin” amount may also be required to be paid by the Fund or may be received by the Fund\nin accordance with margin controls set for such accounts. If the value of the Fund’s cleared swap declines, the Fund will be required\nto make additional “variation margin” payments to the FCM to settle the change in value. Conversely, if the market value of\nthe Fund’s position increases, the FCM will post additional “variation margin” to the Fund’s account. At the conclusion\nof the term of the swap agreement, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the\nFCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned\nto the Fund. If the Fund has a gain, the full margin amount and the amount of the gain is paid to the Fund.

Credit default swaps. The “buyer”\nof protection in a credit default swap agreement is obligated to pay the “seller” a periodic stream of payments over the term\nof the agreement in return for a payment by the “seller” that is contingent upon the occurrence of a credit event with respect\nto a specific underlying reference debt obligation (whether as a single debt instrument or as part of an index of debt instruments). The\ncontingent payment by the seller generally is the face amount of the debt obligation, in return for the buyer’s obligation to make\nperiodic cash payments and deliver in physical form the reference debt obligation or a cash payment equal to the then-current market value\nof that debt obligation at the time of the credit event. If no credit event occurs, the seller would receive a fixed rate of income throughout\nthe term of the contract, while the buyer would lose the amount of its payments and recover nothing. The buyer is also subject to the\nrisk that the seller will not satisfy its contingent payment obligation, if and when due.

Purchasing protection through a credit default\nswap may be used to attempt to hedge against a decline in the value of debt security or securities due to a credit event. The seller of\nprotection under a credit default swap receives periodic payments from the buyer but is exposed to the risk that the value of the reference\ndebt obligation declines due to a credit event and that it will have to pay the face amount of the reference obligation to the buyer.\nSelling protection under a credit default swap may also permit the seller to gain exposure that is similar to owning the reference debt\nobligation directly. As the seller of protection, the Fund would effectively add leverage to its portfolio because, in addition to its\ntotal assets, the Fund would be subject to the risk that there would be a credit event and the Fund would have to make a substantial payment\nin the future.

Generally, a credit event means bankruptcy, failure\nto timely pay interest or principal, obligation acceleration or default, or repudiation or restructuring of the reference debt obligation.\nThere may be disputes between the buyer or seller of a credit default swap agreement or within the swaps market as a whole as to whether\nor not a credit event has occurred or what the payout should be which could result in litigation. In some instances where there is a dispute\nin the credit default swap market, a regional Determinations Committee set up by ISDA may make an official binding determination regarding\nthe existence of credit events with respect to the reference debt obligation of a credit default swap agreement or, in the case of a credit\ndefault swap on an index, with respect to a component of the index underlying the credit default swap agreement. In the case of a credit\ndefault swap on an index, the existence of a credit event is determined according to the index methodology, which may in turn refer to\ndeterminations made by ISDA’s Determinations Committees with respect to particular components of the index.

ISDA’s Determinations Committees are comprised\nprincipally of dealers in the OTC derivatives markets which may have a conflicting interest in the determination regarding the existence\nof a particular credit event. In addition, in the sovereign debt market, a credit default swap agreement may not provide the protection\ngenerally anticipated because the government issuer of the sovereign debt instruments may be able to restructure or renegotiate the debt\nin such a manner as to avoid triggering a credit event. Moreover, (1) sovereign debt obligations may not incorporate common, commercially\nacceptable provisions, such as collective action clauses, or (2) the negotiated restructuring of the sovereign debt may be deemed non-mandatory\non all holders. As a result, the determination committee might then not be able to determine, or may be able to avoid having to determine,\nthat a credit event under the credit default agreement has occurred.

For these and other reasons, the buyer of protection\nin a credit default swap agreement is subject to the risk that certain occurrences, such as particular restructuring events affecting\nthe value of the underlying reference debt obligation, or the restructuring of sovereign debt, may not be deemed credit events under the\ncredit default swap agreement. Therefore, if the credit default swap was purchased as a hedge or to take advantage of an anticipated increase\nin the value of credit protection for the underlying reference obligation, it may not provide any hedging benefit or otherwise increase\nin value as anticipated. Similarly, the seller of protection in a credit default swap agreement is subject to the risk that certain occurrences\nmay be deemed to be credit events under the credit default swap agreement, even if these occurrences do not adversely impact the value\nor creditworthiness of the underlying reference debt obligation.

Interest rate swaps. An interest rate swap\nis an agreement between two parties to exchange interest rate payment obligations. Typically, one party’s obligation is based on\nan interest rate fixed to maturity while the other party’s obligation is based on an interest rate that changes in accordance with\nchanges in a designated benchmark (for example, Secured Overnight Financing Rate (SOFR), prime rate, commercial paper rate, or other benchmarks).\nAlternatively, both payment obligations may be based on an interest rate that changes in accordance with changes in a designated benchmark\n(also known as a “basis swap”). In a basis swap, the rates may be based on different benchmarks (for example, SOFR versus\ncommercial paper) or on different terms of the same benchmark (for example, one-month SOFR versus three-month SOFR). Each party’s\npayment obligation under an interest rate swap is determined by reference to a specified “notional” amount of money. Therefore,\ninterest rate swaps generally do not involve the delivery of securities, other underlying instruments, or principal amounts; rather they\nentail the exchange of cash payments based on the application of the designated interest rates to the notional amount. Accordingly, barring\nswap counterparty or FCM default, the risk of loss in an interest rate swap is limited to the net amount of interest payments that the\nFund is obligated to make or receive (as applicable), as well as any early termination payment payable by or to the Fund upon early termination\nof the swap.

By swapping fixed interest rate payments for floating\npayments, an interest rate swap can be used to increase or decrease the Fund’s exposure to various interest rates, including to\nhedge interest rate risk. Interest rate swaps are generally used to permit the party seeking a floating rate obligation the opportunity\nto acquire such obligation at a rate lower than is directly available in the credit markets, while permitting the party desiring a fixed-rate\nobligation the opportunity to acquire such a fixed-rate obligation, also frequently at a rate lower than is directly available in the\ncredit markets. The success of such a transaction depends in large part on the availability of fixed-rate obligations at interest (or\ncoupon) rates low enough to cover the costs involved. Similarly, a basis swap can be used to increase or decrease the Fund’s exposure\nto various interest rates, including to hedge against or speculate on the spread between the two indexes, or to manage duration. An interest\nrate swap transaction is affected by change in interest rates, which, in turn, may affect the prepayment rate of any underlying debt obligations\nupon which the interest rate swap is based.

Inflation index swaps. An inflation index\nswap is a contract between two parties, whereby one party makes payments based on the cumulative percentage increase in an index that\nserves as a measure of inflation (typically, the Consumer Price Index) and the other party makes a regular payment based on a compounded\nfixed rate. Each party’s payment obligation under the swap is determined by reference to a specified “notional” amount\nof money. Typically, an inflation index swap has payment obligations netted and exchanged upon maturity. The value of an inflation index\nswap is expected to change in response to changes in the rate of inflation. If inflation increases at a faster rate than anticipated at\nthe time the swap is entered into, the swap will increase in value. Similarly, if inflation increases at a rate slower than anticipated\nat the time the swap is entered into, the swap will decrease in value.

Equity total return swaps. A total return\nswap (also sometimes referred to as a synthetic equity swap or “contract for difference” when written with respect to an equity\nsecurity or basket of equity securities) is an agreement between two parties under which the parties agree to make payments to each other\nso as to replicate the economic consequences that would apply had a purchase or short sale of the underlying reference instrument or index\nthereof taken place. For example, one party agrees to pay the other party the total return earned or realized on the notional amount of\nan underlying equity security and any dividends declared with respect to that equity security. In return the other party makes payments,\ntypically at a floating rate, calculated based on the notional amount.

Options on swap agreements. An option on\na swap agreement generally is an OTC option (see the discussion above on OTC options) that gives the buyer of the option the right, but\nnot the obligation, in return for payment of a premium to the seller, to enter into a previously negotiated swap agreement, or to extend,\nterminate or otherwise modify the terms of an existing swap agreement. The writer (seller) of an option on a swap agreement receives premium\npayments from the buyer and, in exchange, becomes obligated to enter into or modify an underlying swap agreement upon the exercise of\nthe option by the buyer. When the Fund purchases an option on a swap agreement, it risks losing only the amount of the premium it has\npaid should it decide to let the option expire unexercised, plus any related transaction costs.

There can be no assurance that a liquid secondary\nmarket will exist for any particular option on a swap agreement, or at any particular time, and the Fund may have difficulty affecting\nclosing transactions in particular options on swap agreements. Therefore, the Fund may have to exercise the options that it purchases\nin order to realize any profit and take delivery of the underlying swap agreement. The Fund could then incur transaction costs upon the\nsale or closing out of the underlying swap agreement. In the event that the option on a swap is exercised, the counterparty for such option\nwould be the same counterparty with whom the Fund entered into the underlying swap.

However, if the Fund writes (sells) an option\non a swap agreement, the Fund is bound by the terms of the underlying swap agreement upon exercise of the option by the buyer, which may\nresult in losses to the Fund in excess of the premium it received. Options on swap agreements involve the risks associated with derivative\ninstruments generally, as described above, as well as the additional risks associated with both options and swaps generally.

Options on swap agreements are considered to be\nswaps for purposes of CFTC regulation. Although they are traded OTC, the CFTC may in the future designate certain options on swaps as\nsubject to mandatory clearing. For more information, see “Cleared swaps” and “Risks of cleared swaps.”

An option on an interest rate swap (also sometimes\nreferred to as a “swaption”) is a contract that gives the purchaser the right, but not the obligation, in return for payment\nof a premium, to enter into a new interest rate swap. A pay fixed option on an interest rate swap gives the buyer the right to establish\na position in an interest rate swap where the buyer will pay (and the writer will receive) the fixed-rate cash flows and receive (and\nthe writer will pay) the floating-rate cash flows. In general, most options on interest rate swaps are “European” exercise,\nwhich means that they can only be exercised at the end of the option term. Depending on the movement of interest rates between the time\nof purchase and expiration, the value of the underlying interest rate swap and therefore also the value of the option on the interest\nrate swap will change.

An option on a credit default swap is a contract\nthat gives the buyer the right (but not the obligation), in return for payment of a premium to the option seller, to enter into a new\ncredit default swap on a reference entity at a predetermined spread on a future date. This spread is the price at which the contract is\nexecuted (the option strike price). Similar to a put option, in a payer option on a credit default swap, the option buyer pays a premium\nto the option seller for the right, but not the obligation, to buy credit protection on a reference entity (e.g., a particular portfolio\nsecurity) at a predetermined spread on a future date. Similar to a call option, in a receiver option on a credit default swap the option\nbuyer pays a premium for the right, but not the obligation to sell credit default swap protection on a reference entity or index. Depending\non the movement of market spreads with respect to the particular referenced debt securities between the time of purchase and expiration\nof the option, the value of the underlying credit default swap and therefore the value of the option will change. Options on credit default\nswaps currently are traded OTC and the specific terms of each option on a credit default swap are negotiated directly with the counterparty.

Commodity-linked total return swaps. A\ncommodity-linked total return swap is an agreement between two parties under which the parties agree to exchange a fixed return or interest\nrate on the notional amount of the swap for the return of a particular commodities index, commodity contract or basket of commodity contracts\nas if such notional amount had been invested in such index, commodity contract or basket of commodity contracts. For example, one party\nagrees to pay the other party the return on a particular index multiplied by the notional amount of the swap. In return, the other party\nmakes periodic payments, such as at a floating interest rate, calculated based on such notional amount. If the commodity swap is for one\nperiod, the Fund may pay a fixed fee, established at the outset of the swap. However, if the term of the commodity swap is more than one\nperiod, with interim swap payments, the Fund may pay an adjustable or floating fee. With a “floating” rate, the fee may be\npegged to a base rate, such as the SOFR, and is adjusted each period. Therefore, if interest rates increase over the term of the swap\ncontract, the Fund may be required to pay a higher fee at each swap reset date.

Risks of swaps generally. The use of swap\ntransactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary\nportfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal depends\non the ability of the Adviser correctly to predict which types of investments are likely to produce greater returns. If the Adviser, in\nusing swap agreements, is incorrect in its forecasts of market values, interest rates, inflation, currency exchange rates or other applicable\nfactors, the investment performance of the Fund will be less than its performance would have been if it had not used the swap agreements.

The risk of loss to the Fund for swap transactions\nthat are entered into on a net basis depends on which party is obligated to pay the net amount to the other party. If the counterparty\nis obligated to pay the net amount to the Fund, the risk of loss to the Fund is loss of the entire amount that the Fund is entitled to\nreceive. If the Fund is obligated to pay the net amount, the Fund’s risk of loss is generally limited to that net amount. If the\nswap agreement involves the exchange of the entire principal value of a security, the entire principal value of that security is subject\nto the risk that the other party to the swap will default on its contractual delivery obligations. In addition, the Fund’s risk\nof loss also includes any margin at risk in the event of default by the counterparty (in an uncleared swap) or the central counterparty\nor FCM (in a cleared swap), plus any transaction costs.

Because bilateral swap agreements are structured\nas two-party contracts and may have terms of greater than seven days, these swaps may be considered to be illiquid and, therefore, subject\nto the Fund’s limitation on investments in illiquid securities. If a swap transaction is particularly large or if the relevant market\nis illiquid, the Fund may not be able to establish or liquidate a position at an advantageous time or price, which may result in significant\nlosses. Participants in the swap markets are not required to make continuous markets in the swap contracts they trade. Participants could\nrefuse to quote prices for swap contracts or quote prices with an unusually widespread between the price at which they are prepared to\nbuy and the price at which they are prepared to sell. Some swap agreements entail complex terms and may require a greater degree of subjectivity\nin their valuation. However, the swap markets have grown substantially in recent years, with a large number of financial institutions\nacting both as principals and agents, utilizing standardized swap documentation. As a result, the swap markets have become increasingly\nliquid. In addition, central clearing and the trading of cleared swaps on public facilities are intended to increase liquidity. The Adviser,\nunder the supervision of the Board, is responsible for determining and monitoring the liquidity of the Fund’s swap transactions.

Rules adopted under the Dodd-Frank Act require\ncentralized reporting of detailed information about many swaps, whether cleared or uncleared. This information is available to regulators\nand also, to a more limited extent and on an anonymous basis, to the public. Reporting of swap data is intended to result in greater market\ntransparency. This may be beneficial to funds that use swaps in their trading strategies. However, public reporting imposes additional\nrecordkeeping burdens on these funds, and the safeguards established to protect anonymity are not yet tested and may not provide protection\nof the funds’ identities as intended.

Certain U.S. Internal Revenue Service (“IRS”)\npositions may limit the Fund’s ability to use swap agreements in a desired tax strategy. It is possible that developments in the\nswap markets and/or the laws relating to swap agreements, including potential government regulation, could adversely affect the Fund’s\nability to benefit from using swap agreements, or could have adverse tax consequences. For more information about potentially changing\nregulation, see “Developing government regulation of derivatives” below.

Risks of uncleared swaps. Uncleared swaps\nare typically executed bilaterally with a swap dealer rather than traded on exchanges. As a result, swap participants may not be as protected\nas participants on organized exchanges. Performance of a swap agreement is the responsibility only of the swap counterparty and not of\nany exchange or clearinghouse. As a result, the Fund is subject to the risk that a counterparty will be unable or will refuse to perform\nunder such agreement, including because of the counterparty’s bankruptcy or insolvency. The Fund risks the loss of the accrued but\nunpaid amounts under a swap agreement, which could be substantial, in the event of a default, insolvency or bankruptcy by a swap counterparty.\nIn such an event, the Fund will have contractual remedies pursuant to the swap agreements, but bankruptcy and insolvency laws could affect\nthe Fund’s rights as a creditor. If the counterparty’s creditworthiness declines, the value of a swap agreement would likely\ndecline, potentially resulting in losses. In unusual or extreme market conditions, a counterparty’s creditworthiness and ability\nto perform may deteriorate rapidly, and the availability of suitable replacement counterparties may become limited.

Risks of cleared swaps. As noted above,\nunder recent financial reforms, certain types of swaps are, and others eventually are expected to be, required to be cleared through a\ncentral counterparty, which may affect counterparty risk and other risks faced by the Fund.

Central clearing is designed to reduce counterparty\ncredit risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterparty\nto each participant’s swap, but it does not eliminate those risks completely. There is also a risk of loss by the Fund of the initial\nand variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position, or the central counterparty\nin a swap contract. The assets of the Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty\nbecause the Fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCM’s\ncustomers. If the FCM does not provide accurate reporting, the Fund is also subject to the risk that the FCM could use the Fund’s\nassets, which are held in an omnibus account with assets belonging to the FCM’s other customers, to satisfy its own financial obligations\nor the payment obligations of another customer to the central counterparty. Credit risk of cleared swap participants is concentrated in\na few clearinghouses, and the consequences of insolvency of a clearinghouse are not clear.

With cleared swaps, the Fund may not be able to\nobtain as favorable terms as it would be able to negotiate for a bilateral, uncleared swap. In addition, an FCM may unilaterally amend\nthe terms of its agreement with the Fund, which may include the imposition of position limits or additional margin requirements with respect\nto the Fund’s investment in certain types of swaps. Central counterparties and FCMs can require termination of existing cleared\nswap transactions upon the occurrence of certain events, and can also require increases in margin above the margin that is required at\nthe initiation of the swap agreement.

Finally, the Fund is subject to the risk that,\nafter entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction.\nIn such an event, the Fund may be required to break the trade and make an early termination payment to the executing broker.

Combined transactions. The Fund may enter\ninto multiple derivative instruments, and any combination of derivative instruments as part of a single or combined strategy (a “Combined\nTransaction”) when the Adviser believes it is in the best interests of the Fund to do so. A Combined Transaction will usually contain\nelements of risk that are present in each of its component transactions.

Although Combined Transactions are normally entered\ninto based on the Adviser’s judgment that the combined strategies will reduce risk or otherwise more effectively achieve the desired\nportfolio management goal(s), it is possible that the combination will instead increase such risks or hinder achievement of the portfolio\nmanagement objective.

Equity Securities

Equity securities, such as the common stocks of\nan issuer, are subject to stock market fluctuations and therefore may experience volatile changes in value as market conditions, consumer\nsentiment or the financial condition of the issuers change. A decrease in value of the equity securities in the Fund’s portfolio\nmay also cause the value of the Fund’s Shares to decline.

An investment in the Fund should be made with\nan understanding of the risks inherent in an investment in equity securities, including the risk that the financial condition of issuers\nmay become impaired or that the general condition of the stock market may deteriorate (either of which may cause a decrease in the value\nof the Fund’s portfolio securities and therefore a decrease in the value of Shares of the Fund). Common stocks are susceptible to\ngeneral stock market fluctuations and to volatile increases and decreases in value as market confidence and perceptions change. These\ninvestor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and\nfiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic or banking\ncrises.

Types of Equity Securities:

Common Stocks. Common stocks represent\nunits of ownership in a company. Common stocks usually carry voting rights and earn dividends. Unlike preferred stocks, which are described\nbelow, dividends on common stocks are not fixed but are declared at the discretion of the company’s board of directors.

Holders of common stocks incur more risk than\nholders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, generally have inferior rights\nto receive payments from the issuer in comparison with the rights of creditors or holders of debt obligations or preferred stocks. Further,\nunlike debt securities, which typically have a stated principal amount payable at maturity (whose value, however, is subject to market\nfluctuations prior thereto), or preferred stocks, which typically have a liquidation preference and which may have stated optional or\nmandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to\nmarket fluctuations as long as the common stock remains outstanding.

Preferred Stocks. Preferred stocks are\nalso units of ownership in a company. Preferred stocks normally have preference over common stock in the payment of dividends and the\nliquidation of the company. However, in all other respects, preferred stocks are subordinated to the liabilities of the issuer. Unlike\ncommon stocks, preferred stocks are generally not entitled to vote on corporate matters. Types of preferred stocks include adjustable-rate\npreferred stock, fixed dividend preferred stock, perpetual preferred stock, and sinking fund preferred stock.

Tracking Stocks. A tracking stock is a\nseparate class of common stock whose value is linked to a specific business unit or operating division within a larger company and which\nis designed to “track” the performance of such business unit or division. The tracking stock may pay dividends to shareholders\nindependent of the parent company. The parent company, rather than the business unit or division, generally is the issuer of tracking\nstock. However, holders of the tracking stock may not have the same rights as holders of the company’s common stock.

Generally, the market values of preferred stock\nwith a fixed dividend rate and no conversion element vary inversely with interest rates and perceived credit risk.

Rights and Warrants. A right is a privilege\ngranted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is issued. Rights normally\nhave a short life of usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock at a lower\nprice than the public offering price. Warrants are securities that are usually issued together with a debt security or preferred stock\nand that give the holder the right to buy a proportionate amount of common stock at a specified price. Warrants are freely transferable\nand are traded on major exchanges. Unlike rights, warrants normally have a life that is measured in years and entitles the holder to buy\ncommon stock of a company at a price that is usually higher than the market price at the time the warrant is issued. Corporations often\nissue warrants to make the accompanying debt security more attractive.

An investment in warrants and rights may entail\ngreater risks than certain other types of investments. Generally, rights and warrants do not carry the right to receive dividends or exercise\nvoting rights with respect to the underlying securities, and they do not represent any rights in the assets of the issuer. In addition,\ntheir value does not necessarily change with the value of the underlying securities, and they cease to have value if they are not exercised\non or before their expiration date. Investing in rights and warrants increases the potential profit or loss to be realized from the investment\nas compared with investing the same amount in the underlying securities.

Smaller Companies. The securities of small-\nand mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities\nof larger-capitalization companies. The securities of small- and mid-capitalization companies generally trade in lower volumes and are\nsubject to greater and more unpredictable price changes than larger capitalization stocks or the stock market as a whole. Some small-\nor mid-capitalization companies have limited product lines, markets, and financial and managerial resources and tend to concentrate on\nfewer geographical markets relative to larger capitalization companies. There is typically less publicly available information concerning\nsmall- and mid-capitalization companies than for larger, more established companies. Small- and mid-capitalization companies also may\nbe particularly sensitive to changes in interest rates, government regulation, borrowing costs, and earnings.

When-Issued Securities. A when-issued security\nis one whose terms are available and for which a market exists, but which has not been issued. When the Fund engages in when-issued transactions,\nit relies on the other party to consummate the sale. If the other party fails to complete the sale, the Fund may miss the opportunity\nto obtain the security at a favorable price or yield.

When purchasing a security on a when-issued basis,\nthe Fund assumes the rights and risks of ownership of the security, including the risk of price and yield changes. At the time of settlement,\nthe value of the security may be more or less than the purchase price. The yield available in the market when the delivery takes place\nalso may be higher than those obtained in the transaction itself. Because the Fund does not pay for the security until the delivery date,\nthese risks are in addition to the risks associated with its other investments. Rule 18f-4 under the 1940 Act permits the Fund to invest\nin securities on a when-issued or forward-settling basis, or with a non-standard settlement cycle, notwithstanding the limitation on the\nissuance of senior securities in Section 18 of the 1940 Act, provided that the Fund intends to physically settle the transaction and the\ntransaction will settle within 35 days of its trade date (the Delayed-Settlement Securities Provision). A when-issued, forward-settling,\nor non-standard settlement cycle security that does not satisfy the Delayed-Settlement Securities Provision is treated as a derivatives\ntransaction under Rule 18f-4.

Foreign Securities

The Fund may invest directly in foreign securities\nor have indirect exposure to foreign securities. Investing in securities of foreign companies and countries involves certain considerations\nand risks that are not typically associated with investing in U.S. government securities and securities of domestic companies. There may\nbe less publicly available information about a foreign issuer than a domestic one, and foreign companies are not generally subject to\nuniform accounting, auditing and financial standards, and requirements comparable to those applicable to U.S. companies. There may also\nbe less government supervision and regulation of foreign securities exchanges, brokers, and listed companies than exists in the United\nStates. Interest and dividends paid by foreign issuers as well as gains or proceeds realized from the sale or other disposition of foreign\nsecurities may be subject to withholding and other foreign taxes, which may decrease the net return on such investments as compared to\ndividends and interest paid to the Fund by domestic companies or the U.S. government. There may be the possibility of expropriations,\nseizure or nationalization of foreign deposits, the imposition of economic sanctions, confiscatory taxation, political, economic or social\ninstability, or diplomatic developments that could affect assets of the Fund held in foreign countries. The establishment of exchange\ncontrols or other foreign governmental laws or restrictions could adversely affect the payment of obligations. In addition, investing\nin foreign securities will generally result in higher commissions than investing in similar domestic securities.

Decreases in the value of currencies of the foreign\ncountries in which the Fund may invest relative to the U.S. dollar will result in a corresponding decrease in the U.S. dollar value of\nthe Fund’s assets denominated in those currencies (and possibly a corresponding increase in the amount of securities required to\nbe liquidated to meet distribution requirements). Conversely, increases in the value of currencies of the foreign countries in which the\nFund invests relative to the U.S. dollar will result in a corresponding increase in the U.S. dollar value of the Fund’s assets (and\npossibly a corresponding decrease in the amount of securities to be liquidated).

Investing in emerging markets can have more risk\nthan investing in developed foreign markets. The risks of investing in these markets may be exacerbated relative to investments in foreign\nmarkets. Governments of developing and emerging market countries may be more unstable as compared to more developed countries. Developing\nand emerging market countries may have less developed securities markets or exchanges, and legal and accounting systems. It may be more\ndifficult to sell securities at acceptable prices and security prices may be more volatile than in countries with more mature markets.\nCurrency values may fluctuate more in developing or emerging markets. Developing or emerging market countries may be more likely to impose\ngovernment restrictions, including confiscatory taxation, expropriation or nationalization of a company’s assets, and restrictions\non foreign ownership of local companies. In addition, emerging markets may impose restrictions on the Fund’s ability to repatriate\ninvestment income or capital and, thus, may adversely affect the operations of the Fund. Certain emerging markets may impose constraints\non currency exchange and some currencies in emerging markets may have been devalued significantly against the U.S. dollar. For these and\nother reasons, the prices of securities in emerging markets can fluctuate more significantly than the prices of securities of companies\nin developed countries. The less developed the country, the greater effect these risks may have on the Fund.

Foreign Currencies

Although the Fund intends\nto only hold investments denominated in U.S. dollars, the Fund may have indirect exposure to foreign currency fluctuations. The Fund’s\nnet asset value could decline if a relevant foreign currency depreciates against the U.S. dollar or if there are delays or limits on the\nrepatriation of such currency. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the\nFund’s net asset value may change without warning, which could have a significant negative impact on the Fund.

Depositary Receipts

To the extent the Fund invests in stocks of foreign\ncorporations, the Fund’s investment in securities of foreign companies may be in the form of depositary receipts or other securities\nconvertible into securities of foreign issuers. American Depositary Receipts (“ADRs”) are dollar-denominated receipts representing\ninterests in the securities of a foreign issuer, which securities may not necessarily be denominated in the same currency as the securities\ninto which they may be converted. ADRs are receipts typically issued by U.S. banks and trust companies which evidence ownership of underlying\nsecurities issued by a foreign corporation. Generally, ADRs in registered form are designed for use in domestic securities markets and\nare traded on exchanges or over-the-counter in the United States.

Global Depositary Receipts (“GDRs”),\nEuropean Depositary Receipts (“EDRs”), and International Depositary Receipts (“IDRs”) are similar to ADRs in that\nthey are certificates evidencing ownership of shares of a foreign issuer; however, GDRs, EDRs, and IDRs may be issued in bearer form and\ndenominated in other currencies and are generally designed for use in specific or multiple securities markets outside the U.S. EDRs, for\nexample, are designed for use in European securities markets, while GDRs are designed for use throughout the world. Depositary receipts\nwill not necessarily be denominated in the same currency as their underlying securities.

The Fund will not invest in any unlisted depositary\nreceipts or any depositary receipt that is deemed to be illiquid or for which pricing information is not readily available. In addition,\nall depositary receipts generally must be sponsored. However, the Fund may invest in unsponsored depositary receipts under certain limited\ncircumstances. The issuers of unsponsored depositary receipts are not obligated to disclose material information in the United States\nand, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information\nand the value of the depositary receipts.

Illiquid and Restricted Investments

Pursuant to Rule 22e-4 under the 1940 Act, the\nFund may not acquire any “illiquid investment” if, immediately after the acquisition, the Fund would have invested more than\n15% of its net assets in illiquid investments that are assets. An “illiquid investment” is any investment that the Fund reasonably\nexpects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly\nchanging the market value of the investment. The Fund has implemented a liquidity risk management program and related procedures to identify\nilliquid investments pursuant to Rule 22e-4. The 15% limit is observed continuously.

The Fund may purchase certain restricted securities\nthat can be resold to institutional investors and which may be determined not to be illiquid investments pursuant to the Fund’s\nliquidity risk management program. In many cases, those securities are traded in the institutional market under Rule 144A under the 1933\nAct and are called Rule 144A securities.

Investments in illiquid investments involve more\nrisks than investments in similar securities that are readily marketable. Illiquid investments may trade at a discount from comparable,\nmore liquid investments. Investment of the Fund’s assets in illiquid investments may restrict the ability of the Fund to dispose\nof its investments in a timely fashion and for a fair price as well as its ability to take advantage of market opportunities. The risks\nassociated with illiquidity will be particularly acute where the Fund’s operations require cash, such as when the Fund has net redemptions,\nand could result in the Fund borrowing to meet short-term cash requirements or incurring losses on the sale of illiquid investments.

Illiquid investments are often restricted securities\nsold in private placement transactions between issuers and their purchasers and may be neither listed on an exchange nor traded in other\nestablished markets. In many cases, the privately placed securities may not be freely transferable under the laws of the applicable jurisdiction\nor due to contractual restrictions on resale. To the extent privately placed securities may be resold in privately negotiated transactions,\nthe prices realized from the sales could be less than those originally paid by the Fund or less than the fair value of the securities.\nIn addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements\nthat may be applicable if their securities were publicly traded. If any privately placed securities held by the Fund are required to be\nregistered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of\nregistration. Private placement investments may involve investments in smaller, less seasoned issuers, which may involve greater risks\nthan investments in more established companies. These issuers may have limited product lines, markets or financial resources, or they\nmay be dependent on a limited management group. In making investments in private placement securities, the Fund may obtain access to material\nnon-public information, which may restrict the Fund’s ability to conduct transactions in those securities.

Investment Company Securities

The Fund may invest in the securities of other\ninvestment companies, including money market funds and ETFs, subject to applicable limitations under Section 12(d)(1) of the 1940 Act.\nInvesting in another pooled vehicle exposes the Fund to all the risks of that pooled vehicle. The Fund generally may purchase or redeem,\nwithout limitation, shares of any affiliated or unaffiliated money market mutual funds, including unregistered money market funds, so\nlong as the Fund does not pay a sales load or service fee in connection with the purchase, sale, or redemption or if such fees are paid,\nthe Adviser waives its management fee in an amount necessary to offset the amounts paid.

If the Fund invests in and, thus, is a shareholder\nof, another investment company, the Fund’s shareholders will indirectly bear the Fund’s proportionate share of the fees and\nexpenses paid by such other investment company, including advisory fees, in addition to both the management fees payable directly by the\nFund to the Adviser and the other expenses that the Fund bears directly in connection with its own operations.

Pursuant to Section 12(d)(1), the Fund may invest\nin the securities of another investment company (the “acquired company”) provided that the Fund, immediately after such purchase\nor acquisition, does not own in the aggregate: (i) more than 3% of the total outstanding voting stock of the acquired company; (ii) securities\nissued by the acquired company having an aggregate value in excess of 5% of the value of the total assets of the Fund; or (iii) securities\nissued by the acquired company and all other investment companies (other than treasury stock of the Fund) having an aggregate value in\nexcess of 10% of the value of the total assets of the Fund. To the extent allowed by law or regulation, the Fund may invest its assets\nin securities of investment companies that are money market funds in excess of the limits discussed above.

The Fund may rely on Section 12(d)(1)(F) and Rule\n12d1-3 of the 1940 Act, which provide an exemption from Section 12(d)(1) that allows the Fund to invest all of its assets in other registered\nfunds, including ETFs, if, among other conditions: (1) the Fund, together with its affiliates, acquires no more than three percent of\nthe outstanding voting stock of any acquired fund; and (2) the sales load charged on Shares is no greater than the limits set forth in\nRule 2830 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Money Market Funds

The Fund may invest in underlying money market\nfunds that either seek to maintain a stable $1 NAV (“stable NAV money market funds”) or that have a share price that fluctuates\n(“variable NAV market funds”). Although an underlying stable NAV money market fund seeks to maintain a stable $1 NAV, it is\npossible for the Fund to lose money by investing in such a money market fund. Because the share price of an underlying variable NAV market\nfund will fluctuate, when the Fund sells the shares it owns they may be worth more or less than what the Fund originally paid for them.\nIn addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose\na fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required\nminimums.

Other Short-Term Instruments

The Fund\nmay invest in short-term instruments, including money market instruments, on an ongoing basis to provide liquidity or for other reasons.\nMoney market instruments are generally short-term investments that may include but are not limited to: (i) shares of money market funds;\n(ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-sponsored enterprises);\n(iii) negotiable certificates of deposit (“CDs”), bankers’ acceptances, fixed time deposits and other obligations of\nU.S. and foreign banks (including foreign branches) and similar institutions; (iv) commercial paper rated at the date of purchase “Prime-1”\nby Moody’s Investors Service or “A-1” by Standard & Poor’s Financial Services or, if unrated, of comparable\nquality as determined by the Adviser; (v) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities\nat the date of purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act;\nand (vi) short-term U.S. dollar denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser,\nare of comparable quality to obligations of U.S. banks which may be purchased by the Fund. Any of these instruments may be purchased\non a current or a forward-settled basis. Money market instruments also include shares of money market funds. Time deposits are non-negotiable\ndeposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time\ndrafts drawn on commercial banks by borrowers, usually in connection with international transactions.

Securities Lending

If approved by the Board, the Fund may lend portfolio\nsecurities to certain creditworthy borrowers. The borrowers provide collateral that is maintained in an amount at least equal to the current\nvalue of the securities loaned. The Fund may terminate a loan at any time and obtain the return of the securities loaned. The Fund receives\nthe value of any interest or cash or non-cash distributions paid on the securities that it lends. Distributions received on loaned securities\nin lieu of dividend payments (i.e., substitute payments) would not be considered qualified dividend income.

With respect to loans that are collateralized\nby cash, the borrower will be entitled to receive a fee based on the amount of cash collateral. The Fund is compensated by the difference\nbetween the amount earned on the reinvestment of cash collateral and the fee paid to the borrower. In the case of collateral other than\ncash, the Fund is compensated by a fee paid by the borrower equal to a percentage of the value of the loaned securities. Any cash collateral\nmay be reinvested in certain short-term instruments either directly on behalf of the Fund or through one or more joint accounts or money\nmarket funds, which may include those managed by the Adviser.

The Fund may pay a portion of the interest or\nfees earned from securities lending to a borrower as described above, and to one or more securities lending agents approved by the Board\nwho administer the lending program for the Fund in accordance with guidelines approved by the Board. In such capacity, the lending agent\ncauses the delivery of loaned securities from the Fund to borrowers, arranges for the return of loaned securities to the Fund at the termination\nof a loan, requests deposit of collateral, monitors the daily value of the loaned securities and collateral, requests that borrowers add\nto the collateral when required by the loan agreements, and provides recordkeeping and accounting services necessary for the operation\nof the program.

Securities lending involves exposure to certain\nrisks, including operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process), “gap”\nrisk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees the Fund has agreed to pay a borrower),\nand credit, legal, counterparty and market risk. In the event a borrower does not return the Fund’s securities as agreed, the Fund\nmay experience losses if the proceeds received from liquidating the collateral do not at least equal the value of the loaned security\nat the time the collateral is liquidated plus the transaction costs incurred in purchasing replacement securities.

Repurchase Agreements

The Fund may invest in repurchase agreements with\ncommercial banks, brokers or dealers to generate income from its excess cash balances. A repurchase agreement is an agreement under which\nthe Fund acquires a financial instrument (e.g., a security issued by the U.S. government or an agency thereof, a banker’s acceptance\nor a certificate of deposit) from a seller, subject to resale to the seller at an agreed upon price and date (normally, the next Business\nDay). A “Business Day” is any day on which the New York Stock Exchange (“NYSE”) is open for regular trading. A\nrepurchase agreement may be considered a loan collateralized by securities. The resale price reflects an agreed upon interest rate effective\nfor the period the instrument is held by the Fund and is unrelated to the interest rate on the underlying instrument.

In these repurchase agreement transactions, the\nsecurities acquired by the Fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase\nagreement and are held by the Fund’s custodian bank until repurchased. No more than an aggregate of 15% of the Fund’s net\nassets will be invested in illiquid securities, including repurchase agreements having maturities longer than seven days and securities\nsubject to legal or contractual restrictions on resale, or for which there are no readily available market quotations.

The use of repurchase agreements involves certain\nrisks. For example, if the other party to the agreement defaults on its obligation to repurchase the underlying security at a time when\nthe value of the security has declined, the Fund may incur a loss upon disposition of the security. If the other party to the agreement\nbecomes insolvent and subject to liquidation or reorganization under the U.S. Bankruptcy Code or other laws, a court may determine that\nthe underlying security is collateral for a loan by the Fund not within the control of the Fund and, therefore, the Fund may not be able\nto substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.

U.S. Government Securities

The Fund may invest in U.S. government securities.\nSecurities issued or guaranteed by the U.S. government or its agencies or instrumentalities include U.S. Treasury securities, which are\nbacked by the full faith and credit of the U.S. Treasury and which differ only in their interest rates, maturities, and times of issuance.\nU.S. Treasury bills have initial maturities of one-year or less; U.S. Treasury notes have initial maturities of one to ten years; and\nU.S. Treasury bonds generally have initial maturities of greater than ten years. Certain U.S. government securities are issued or guaranteed\nby agencies or instrumentalities of the U.S. government including, but not limited to, obligations of U.S. government agencies or instrumentalities\nsuch as the Federal National Mortgage Association (FNMA), the Government National Mortgage Association (GNMA), the Small Business Administration,\nthe Federal Farm Credit Administration, the Federal Home Loan Banks, Banks for Cooperatives (including the Central Bank for Cooperatives),\nthe Federal Land Banks, the Federal Intermediate Credit Banks, the Tennessee Valley Authority, the Export-Import Bank of the United States,\nthe Commodity Credit Corporation, the Federal Financing Bank, the Student Loan Marketing Association, the National Credit Union Administration\nand the Federal Agricultural Mortgage Corporation (Farmer Mac).

Some obligations issued or guaranteed by U.S.\ngovernment agencies and instrumentalities, including, for example, GNMA pass-through certificates, are supported by the full faith and\ncredit of the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies, such as those securities issued by the FNMA,\nare supported by the discretionary authority of the U.S. government to purchase certain obligations of the federal agency, while other\nobligations issued by or guaranteed by federal agencies, such as those of the Federal Home Loan Banks, are supported by the right of the\nissuer to borrow from the U.S. Treasury, while the U.S. government provides financial support to such U.S. government-sponsored federal\nagencies, no assurance can be given that the U.S. government will always do so, since the U.S. government is not so obligated by law.\nU.S. Treasury notes and bonds typically pay coupon interest semi-annually and repay the principal at maturity.

On September 7, 2008, the U.S. Treasury announced\na federal takeover of the FNMA and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), placing the two federal instrumentalities\nin conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality\nand obtained warrants for the purchase of common stock of each instrumentality (the “Senior Preferred Stock Purchase Agreement”\nor “Agreement”). Under the Agreement, the U.S. Treasury pledged to provide up to $200 billion per instrumentality as needed,\nincluding the contribution of cash capital to the instrumentalities in the event their liabilities exceed their assets. This was intended\nto ensure that the instrumentalities maintain a positive net worth and meet their financial obligations, preventing mandatory triggering\nof receivership. As a result of this Agreement, the investments of holders, including the Fund, of mortgage-backed securities and other\nobligations issued by the FNMA and Freddie Mac are currently protected. The Agreement has been amended several times since September 7,\n2008, both formally and through letter agreements. The most recent letter agreement dated January 14, 2021, stated the U.S. Treasury’s\ncommitment to begin to establish a timeline and process to terminate the conservatorship. If the conservatorship is terminated, the investments\nof holders, including the Fund, of mortgage-backed securities and other obligations issued by Fannie Mae and Freddie Mac will no longer\nhave the protection of the U.S. Treasury.

The total public debt of the United States as\na percentage of gross domestic product has grown rapidly since the beginning of the 2008–2009 financial downturn. Although high\ndebt levels do not necessarily indicate or cause economic problems, they may create certain systemic risks if sound debt management practices\nare not implemented. A high national debt can raise concerns that the U.S. government will not be able to make principal or interest payments\nwhen they are due. This increase has also necessitated the need for the U.S. Congress to negotiate adjustments to the statutory debt limit\nto increase the cap on the amount the U.S. government is permitted to borrow to meet its existing obligations and finance current budget\ndeficits. In August 2011, S&P lowered its long-term sovereign credit rating of the U.S. from AAA to AA+ with a downgrade from stable\noutlook to negative outlook. S&P subsequently raised the negative outlook to stable outlook in June 2013, but retained the lower AA+\nrating and it has not been upgraded as of the date of this SAI. In explaining the downgrade at that time, S&P cited, among other reasons,\ncontroversy over raising the statutory debt limit and growth in public spending. Any controversy or ongoing uncertainty regarding the\nstatutory debt ceiling negotiations may impact the U.S. long-term sovereign credit rating and may cause market uncertainty. As a result,\nmarket prices and yields of securities supported by the full faith and credit of the U.S. government may be adversely affected.

Tax Risks

As with any investment, you should consider how\nyour investment in Shares will be taxed. The tax information in the Prospectus and this SAI is provided as general information. You should\nconsult your own tax professional about the tax consequences of an investment in Shares.

Unless your investment in Shares is made through\na tax-exempt entity or tax-deferred retirement account, such as an individual retirement account, you need to be aware of the possible\ntax consequences when the Fund makes distributions or you sell Shares.

INVESTMENT RESTRICTIONS

The Trust has adopted the following investment\nrestrictions as fundamental policies with respect to the Fund. These restrictions cannot be changed with respect to the Fund without the\napproval of the holders of a majority of the Fund’s outstanding voting securities. For the purposes of the 1940 Act, a “majority\nof outstanding shares” means the vote of the lesser of: (1) 67% or more of the voting securities of the Fund present at the meeting\nif the holders of more than 50% of the Fund’s outstanding voting securities are present or represented by proxy; or (2) more than\n50% of the outstanding voting securities of the Fund.

Except with the approval of a majority of the\noutstanding voting securities, the Fund may not:

\n \n \n \n \n

Borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act.

\n \n \n \n \n

Make loans, except to the extent permitted under the 1940 Act.

\n \n \n \n \n

Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, except to the extent permitted under the 1940 Act. This shall not prevent the Fund from investing in securities or other instruments backed by real estate, real estate investment trusts (“REITs”) or securities of companies engaged in the real estate business.

\n \n \n \n \n

Purchase or sell commodities unless acquired as a result of ownership of securities or other instruments, except to the extent permitted under the 1940 Act. This shall not prevent the Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities.

\n \n \n \n \n

Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act.

\n \n \n \n \n

Concentrate its investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries except that the Fund’s economic exposure will be concentrated in (or substantially exposed to) the industry assigned to its Underlying Security. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by securities of the U.S. government (including its agencies and instrumentalities), registered investment companies and tax-exempt securities of state or municipal governments and their political subdivisions, are not considered to be issued by members of any industry.

In determining its compliance with the fundamental\ninvestment restriction on concentration, the Fund will look through to the underlying holdings of any investment company that publicly\npublishes its underlying holdings on a daily basis. In addition, if an underlying investment company does not publish its holdings daily\nbut has a policy to concentrate or has otherwise disclosed that it is concentrated in a particular industry or group of related industries,\nthe Fund will consider such investment company as being invested in such industry or group of related industries. Additionally, in determining\nits compliance with the fundamental investment restriction on concentration, the Fund will look through to the user or use of private\nactivity municipal bonds to determine their industry.

For purposes of applying the limitation set forth\nin the concentration policy set forth above, the Fund may use the Standard Industrial Classification (SIC) Codes, North American Industry\nClassification System (NAICS) Codes, MSCI Global Industry Classification System, FTSE/Dow Jones Industry Classification Benchmark (ICB)\nsystem, or any other reasonable industry classification system (including systems developed by the Adviser) to identify each industry.\nThe Fund’s method applying the limitations in the above concentration policy, including the classification levels used, may differ\nfrom those of the Trust’s other series.

If a percentage limitation is adhered to at the\ntime of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will\nnot result in a violation of such restriction, except that the percentage limitations with respect to the borrowing of money and illiquid\ninvestments will be observed continuously.

EXCHANGE LISTING AND TRADING

Shares are listed for trading and trade throughout\nthe day on the Exchange.

There can be no assurance that the Fund will continue\nto meet the requirements of the Exchange necessary to maintain the listing of Shares. The Exchange may, but is not required to, remove\nShares of the Fund from the listing under any of the following circumstances: (1) the Exchange becomes aware that the Fund is no longer\neligible to operate in reliance on Rule 6c-11 of the Investment Company Act of 1940; (2) the Fund no longer complies with the Exchange’s\nrequirements for Shares; or (3) such other event shall occur or condition shall exist that, in the opinion of the Exchange, makes further\ndealings on the Exchange inadvisable. The Exchange will remove Shares of the Fund from listing and trading upon termination of the Fund.

The Trust reserves the right to adjust the price\nlevels of Shares in the future to help maintain convenient trading ranges for investors. Any adjustments would be accomplished through\nstock splits or reverse stock splits, which would have no effect on the net assets of the Fund.

MANAGEMENT OF THE TRUST

Board Responsibilities. The Board oversees\nthe management and operations of the Trust. Like all registered investment companies, the day-to-day management and operation of the Trust\nis the responsibility of the various service providers to the Trust, such as the Adviser, the Distributor, the Administrator, the Custodian,\nand the Transfer Agent, each of whom is discussed in greater detail in this Statement of Additional Information. The Board has appointed\nvarious senior employees of the Administrator as officers of the Trust, with responsibility to monitor and report to the Board on the\nTrust’s operations. In conducting this oversight, the Board receives regular reports from these officers and the service providers.\nFor example, the Treasurer reports as to financial reporting matters and the President reports as to matters relating to the Trust’s\noperations. In addition, the Adviser provides regular reports on the investment strategy and performance of the Fund. The Board has appointed\na Chief Compliance Officer who administers the Trust’s compliance program and regularly reports to the Board as to compliance matters.\nThese reports are provided as part of formal “Board Meetings” which are typically held quarterly, in person, and involve the\nBoard’s review of recent operations. In addition, various members of the Board also meet with management in less formal settings,\nbetween formal “Board Meetings,” to discuss various topics. In all cases, however, the role of the Board and of any individual\nTrustee is one of oversight and not of management of the day-to-day affairs of the Trust and its oversight role does not make the Board\na guarantor of the Trust’s investments, operations or activities.

As part of its oversight function, the Board receives\nand reviews various risk management reports and discusses these matters with appropriate management and other personnel. Because risk\nmanagement is a broad concept comprised of many elements (e.g., investment risk, issuer and counterparty risk, compliance risk, operational\nrisks, business continuity risks, etc.), the oversight of different types of risks is handled in different ways. For example, the Board\nmeets regularly with the CCO to discuss compliance and operational risks and the Audit Committee meets with the Trust’s independent\npublic accounting firm to discuss, among other things, the internal control structure of the Trust’s financial reporting function.

The full Board also receives reports from the\nAdviser as to investment risks of the Fund. In addition to these reports, from time to time the full Board receives reports from the Administrator\nand the Adviser as to enterprise risk management.

The Board recognizes that not all risks that may\naffect the Fund can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks,\nthat it may be necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals, and that the processes,\nprocedures, and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Board\nas to risk management matters are typically summaries of the relevant information. Most of the Fund’s investment management and\nbusiness affairs are carried out by or through the Adviser, and other service providers, each of which has an independent interest in\nrisk management but whose policies and the methods by which one or more risk management functions are carried out may differ from the\nFund’s and each other’s in the setting of priorities, the resources available, or the effectiveness of relevant controls.\nAs a result of the foregoing and other factors, the Board’s ability to monitor and manage risk, as a practical matter, is subject\nto limitations.

Members of the Board. There are four members\nof the Board, three of whom are not interested persons of the Trust, as that term is defined in the 1940 Act (the “Independent Trustees”).\nMr. Eric W. Falkeis serves as Chairman of the Board and is an interested person of the Trust.

The Board is composed of a majority (75 percent)\nof Independent Trustees. The Board has determined its leadership structure is appropriate given the specific characteristics and circumstances\nof the Trust, even though there is no Lead Independent Trustee. The Trust made this determination in consideration of, among other things,\nthe fact that the Independent Trustees of the Trust constitute a majority of the Board, the amount of assets under management in the Trust,\nand the number of funds overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient\nflow of information to the Independent Trustees from Fund management.

Additional information about each Trustee of the\nTrust is set forth below. The address of each Trustee of the Trust is c/o Tidal Trust V, 234 West Florida Street, Suite 700, Milwaukee,\nWisconsin 53204.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name and\n Year of \n Birth	Position\n \n Held with \n the Trust	Term\n of Office and Length of Time Served ⁽¹⁾	Principal\n \n Occupation(s) \n During Past 5 Years	Number\n of \n Portfolios in Fund Complex⁽²⁾ Overseen by Trustee	Other\n Directorships Held by Trustee During Past 5 Years
Independent\n Trustees ⁽³⁾
John\n Hagist \n Born: 1971	Trustee	Indefinite\n term; since 2026	Partner,\n Northview Park Holdings, LLC (since 2020).	36	N/A
Michelle\n McDonough \n Born: 1980	Trustee	Indefinite\n term; since 2026	Chief\n Operating Officer, Trillium Asset Management LLC (2010 to 2024)	530	Trillium\n Asset Management, LLC (2020 to 2024); Trustee of Tidal Trust II (since 2022)
David\n Norris \n Born: 1976	Trustee	Indefinite\n term; since 2026	Consulting\n work with Rubin Brown, CPA Services (since 2024); Consulting work with RedRidge Diligence Services (2023 to 2024); Chief Operating\n Officer, RedRidge Diligence Services (2011 to 2023)	530	Trustee\n of Tidal Trust II (since 2022)
Interested\n Trustees
Eric\n W. Falkeis ⁽⁴⁾ \n Born: 1973	Trustee\n and Chairman	Trustee\n since 2026, Indefinite term; and Chairman, since 2025, Indefinite term	Chief\n Operating Officer, Tidal Investments LLC (since 2023); Chief Executive Officer, Tidal ETF Services LLC (since 2018).	752 \n	Independent\n Director, Muzinich Direct Lending Income Fund, Inc. (since 2023); Independent Director, Muzinich BDC, Inc. (since 2019); Trustee,\n Professionally Managed Portfolios (27 series) (since 2011); Trustee and Chairman of Tidal Trust I (since 2018); Trustee and Chairman\n of Tidal Trust II (since 2022): Trustee and Chairman of Tidal Trust III (since 2025); Trustee and Chairman of Tidal Trust IV (since\n 2025).

\n \n \n \n \n

⁽¹⁾

The Trustees have designated a mandatory retirement age of 78, such that each Trustee, serving as such on the date he or she reaches the age of 78, shall submit his or her resignation not later than the last day of the calendar year in which his or her 78^thbirthday occurs.

\n \n \n \n \n

⁽²⁾

The group of Funds sponsored by Tidal and managed by the Adviser or its affiliates, including Tidal Trust I, Tidal Trust II, Tidal Trust III, Tidal Trust IV and the Trust (Tidal Trust V).

\n \n \n \n \n \n \n \n \n

	⁽³⁾	None of the Independent Trustees of the Trust are “interested persons” of the Trust as defined under the 1940 Act.
	⁽⁴⁾	Mr. Falkeis is considered an “interested person” of\n the Trust due to his positions as Chairman of the Trust and Chief Executive Officer of Tidal ETF Services LLC, a Tidal Financial\n Group company and an affiliate of the Adviser.

Individual Trustee Qualifications

The Board\nbelieves that each of the Trustees has the qualifications, experience, attributes and skills (“Trustee Attributes”) appropriate\nto their service as Trustees of the Trust in light of the Trust’s business and structure. Each of the Trustees has substantial\nbusiness and professional backgrounds that indicate they have the ability to critically review, evaluate and assess information provided\nto them. Certain of these business and professional experiences are set forth in detail in the table above. The Board annually conducts\na ’self-assessment’ wherein the effectiveness of the Board and individual Trustees is reviewed.

In addition to the information provided in the\ntable above, below is certain additional information concerning each particular Trustee and certain of their Trustee Attributes. The information\nprovided below, and in the table above, is not all-inclusive. Many Trustee Attributes involve intangible elements, such as intelligence,\nintegrity, work ethic, the ability to work together, the ability to communicate effectively, the ability to exercise judgment, the ability\nto ask incisive questions, and commitment to shareholder interests. In conducting its annual self-assessment, the Board has determined\nthat the Trustees have the appropriate attributes and experience to serve effectively as Trustees of the Trust.

The Board has concluded that Mr. Hagist should\nserve as a Trustee because of his substantial financial services experience, including his extensive experience with financial, accounting,\ninvestment, and asset valuation matters through his position as a Principal at Northview Capital and as Chief Financial Officer of Winternitz\nIndustrial Auctioneers & Appraisers. Mr. Hagist has over 25 years of corporate financial experience. Mr. Hagist’s experience,\nqualifications, attributes, or skills on an individual basis and in combination with those of the other Trustees led to the Board’s\nconclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to\nthe Trust.

The Board has concluded that Ms. McDonough should\nserve as a Trustee because of her substantial financial services experience, including experience with operations, compliance, IT, service\nprovider oversight and management. For over a decade, Ms. McDonough served as COO of Trillium Asset Management and in that capacity oversaw\nall non-investment functions for the firm. Ms. McDonough’s experience, qualifications, attributes, or skills, on an individual basis\nand in combination with those of the other Trustees, led to the Board’s conclusion that she possesses the requisite skills and attributes\nas a Trustee to carry out oversight responsibilities with respect to the Trust.

The Board has concluded that Mr. Norris should\nserve as a Trustee because of his substantial experience across a multitude of industries and operated businesses. Mr. Norris’ business\noperation experience consists of capital raising, business development, investor relations, strategic planning, treasury management, deal\nexecution, restructuring, and oversight of back-office functions. Mr. Norris serves as the Trust’s Audit Committee Financial Expert.\nMr. Norris’ experience, qualifications, attributes, or skills, on an individual basis and in combination with those of the other\nTrustees, led to the Board’s conclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight\nresponsibilities with respect to the Trust.

The Board has concluded that Mr. Falkeis should\nserve as a Trustee because of his substantial investment company experience and his experience with financial, accounting, investment,\nand regulatory matters through his former position as Senior Vice President and Chief Financial Officer (and other positions) of U.S.\nBancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), a full service provider\nto ETFs, mutual funds, and alternative investment products, from 1997 to 2013, as well as a Trustee and Chairman of the Tidal Trust I,\nfrom 2018 to present, Trustee and Chairman of Tidal Trust II, from 2022 to present Trustee and Chairman of Tidal Trust III, from 2025\nto present, Trustee and Chairman of Tidal Trust IV, from 2025 to present, and Trustee and Chairman of Tidal Trust V, from 2025 to present.\nIn addition, he has experience consulting with investment advisors regarding the legal structure of mutual funds, distribution channel\nanalysis, and actual distribution of those funds. Mr. Falkeis also has substantial managerial, operational, technological, and risk oversight\nrelated experience through his former position as Chief Operating Officer of the advisers to the Direxion mutual fund and ETF complex.\nMr. Falkeis’ experience, qualifications, attributes, or skills on an individual basis and in combination with those of the other\nTrustees led to the Board’s conclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight\nresponsibilities with respect to the Trust.

Board Committees. The Board has established\nthe following standing committees of the Board:

Audit Committee. The Board has a standing\nAudit Committee that is composed of each of the Independent Trustees of the Trust and is chaired by an Independent Trustee. Mr. Hagist\nis chair of the Audit Committee, and he presides at the Audit Committee meetings, participates in formulating agendas for Audit Committee\nmeetings, and coordinates with management to serve as a liaison between the Independent Trustees and management on matters within the\nscope of responsibilities of the Audit Committee as set forth in its Board-approved written charter. The principal responsibilities of\nthe Audit Committee include overseeing the Trust’s accounting and financial reporting policies and practices and its internal controls;\noverseeing the quality, objectivity and integrity of the Trust’s financial statements and the independent audits thereof; monitoring\nthe independent auditor’s qualifications, independence, and performance; acting as a liaison between the Trust’s independent\nauditors and the full Board; pre-approving all auditing services to be performed for the Trust; reviewing the compensation and overseeing\nthe work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial\nreporting) for the purpose of preparing or issuing an audit report or related work; pre-approving all permitted non-audit services (including\nthe fees and terms thereof) to be performed for the Trust; pre-approving all permitted non-audit services to be performed for any investment\nadviser to the Trust by any of the Trust’s independent auditors if the engagement relates directly to the operations and financial\nreporting of the Trust; meeting with the Trust’s independent auditors as necessary to (1) review the arrangement for and scope\nof the annual audits and any special audits, (2) discuss any matters of concern relating to the Fund’s financial statements, (3)\nconsider the independent auditors’ comments with respect to the Trust’s financial policies, procedures and internal accounting\ncontrols and Trust management’s responses thereto, and (4) review the form of opinion the independent auditors propose to render\nto the Board and the Fund’s shareholders; discussing with management and the independent auditor significant financial reporting\nissues and judgments made in connection with the preparation of the Fund’s financial statements; and reviewing and discussing reports\nfrom the independent auditors on (1) all critical accounting policies and practices to be used, (2) all alternative treatments within\ngenerally accepted accounting principles for policies and practices related to material items that have been discussed with management,\n(3) other material written communications between the independent auditor and management, including any management letter, schedule of\nunadjusted differences, or management representation letter, and (4) all non-audit services provided to any entity in the Trust that\nwere not pre-approved by the Committee; and reviewing disclosures made to the Committee by the Trust’s principal executive officer\nand principal accounting officer during their certification process for the Fund’s Form N-CSR. As of the date of this SAI, the\nAudit Committee has met one time with respect to the Fund.

The Audit Committee also serves as the Qualified\nLegal Compliance Committee (“QLCC”) for the Trust for the purpose of compliance with Rules 205.2(k) and 205.3(c) of the Code\nof Federal Regulations, regarding alternative reporting procedures for attorneys retained or employed by an issuer who appear and practice\nbefore the SEC on behalf of the issuer (the “issuer attorneys”). An issuer attorney who becomes aware of evidence of a material\nviolation by the Trust, or by any officer, director, employee, or agent of the Trust, may report evidence of such material violation\nto the QLCC as an alternative to the reporting requirements of Rule 205.3(b) (which requires reporting to the chief legal officer and\npotentially escalating further to other entities). As of the date of this SAI, the QLCC has not met with respect to the Trust.

Nominating and Governance Committee. The\nBoard has a standing Nominating and Governance Committee that is composed of each of the Independent Trustees of the Trust. The Nominating\nand Governance Committee operates under a written charter approved by the Board. The Nominating and Governance Committee is responsible\nfor seeking and reviewing candidates for consideration as nominees for Trustees as is considered necessary from time to time and meets\nonly as necessary. The Nominating and Governance Committee generally will not consider nominees recommended by shareholders. The Nominating\nand Governance Committee is also responsible for, among other things, reviewing and making recommendations regarding Independent Trustee\ncompensation and the Trustees’ annual “self-assessment.” Ms. McDonough is the chair of the Nominating and Governance\nCommittee. The Nominating Committee meets periodically, as necessary, but at least annually. Because the Fund has not yet commenced operations,\nthe Nominating and Governance Committee has not yet met or taken any action with respect to the Fund as of the date of the SAI.

Principal Officers of the Trust

The officers of the Trust conduct and supervise\nits daily business. The address of each officer of the Trust is c/o Tidal Trust V, 234 West Florida Street, Suite 700, Milwaukee, Wisconsin\n53204, unless otherwise indicated. Additional information about the Trust’s officers is as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name\n and \n Year of Birth	Position(s)\n Held \n with the Trust	Term\n of Office and Length \n of Time Served¹	Principal\n Occupation(s) \n During Past 5 Years
Joel\n L. Weiss \n Born: 1963 \n	President\n and Principal Executive Officer	Indefinite\n term; since 2026	Senior\n Vice President of Board Management of Tidal ETF Services LLC since August 2025; President of JW Fund Management LLC from June 2016\n to July 2025; Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms from 1993\n to June 2016
William\n H. Woolverton, Esq. \n Born: 1951	Chief\n Compliance Officer and AML Compliance Officer	Indefinite\n term; \n since 2025	Chief\n Compliance Officer (since 2023), Compliance Adviser (2022 to 2023), Tidal Investments LLC; Senior Compliance Adviser, ACA Global\n (2020 to 2023); Director, Hadron Specialty Insurance Company (since 2023) Operating Partner, Altamont Capital Partners (private equity\n firm) (since 2021).
Aaron\n J. Perkovich \n Born: 1973	Treasurer,\n Principal Financial Officer, and Principal Accounting Officer	Indefinite\n term; since 2025	Senior\n Vice President of Fund Administration (since 2024), Head of Fund Administration (2023 to 2024), Fund Administration Manager (2022\n to 2023), Tidal ETF Services LLC; Assistant Director Investments, Mason Street Advisors, LLC (2021 to 2022); Vice President, U.S.\n Bancorp Fund Services, LLC (2006 to 2021).
Lissa\n M. Richter \n Born: 1979	Vice\n President and Secretary	Indefinite\n term; since 2025	Vice\n President of Fund Governance and Compliance (since 2024), ETF Regulatory Manager, Tidal ETF Services LLC (2021 to 2024).

¹The Officers hold office until the\nnext annual meeting of the Board of Trustees and until their successors have been elected and qualified.

Trustee Ownership of Shares. The Fund is\nrequired to show the dollar amount ranges of each Trustee’s “beneficial ownership” of Shares and each other series of\nthe Trust as of the end of the most recently completed calendar year. Dollar amount ranges disclosed are established by the SEC. “Beneficial\nownership” is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “1934\nAct”).

As of the date of this SAI, the Fund had not yet\ncommenced operations and no Shares were outstanding.

Board Compensation.

Each Independent Trustee receives $5,000 payable\nfor each regular and special meeting attended and allocated among the funds in the Tidal Trust V Fund Complex. The Independent Trustees\nalso receive reimbursement for travel and other out-of-pocket expenses incurred in connection with serving as a Trustee. The Trust has\nno pension or retirement plan.

The following table shows the compensation\nestimated to be earned by each Trustee for the Fund’s current fiscal year ending June 30, 2027. Independent Trustee fees are an\nobligation of the Trust and are paid by the Adviser, as are other Trust expenses. The Trust pays the Adviser a unitary fee which the Adviser\nuses to pay Trust expenses. Trustee compensation shown below does not include reimbursed out-of-pocket expenses in connection with attendance\nat meetings.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Estimated\n Aggregate Compensation \n From the Fund	Estimated\n Total Compensation From Fund \n Complex Paid to Trustees⁽¹⁾
Interested\n Trustee
Eric\n W. Falkeis	$0	$0
Independent\n Trustees
John\n Hagist	$0	$15,000
Michelle\n McDonough	$0	$15,000
David\n Norris	$0	$15,000

\n \n \n \n \n

⁽¹⁾

Compensation is based on estimated amounts for the fiscal year ending June 30, 2027.

PRINCIPAL SHAREHOLDERS, CONTROL PERSONS AND\nMANAGEMENT OWNERSHIP

A principal shareholder is any person who owns\nof record or beneficially 5% or more of the outstanding Shares. A control person is a shareholder that owns beneficially or through controlled\ncompanies more than 25% of the voting securities of a company or acknowledges the existence of control. Shareholders owning voting securities\nin excess of 25% may determine the outcome of any matter affecting the Fund and voted on by shareholders of the Fund.

As of the date of this SAI, the Fund had not yet\ncommenced operations and no Shares were outstanding.

CODES OF ETHICS

The Trust and the Adviser have each adopted codes\nof ethics pursuant to Rule 17j-1 of the 1940 Act. These codes of ethics are designed to prevent affiliated persons of the Trust and the\nAdviser from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by the\nFund (which may also be held by persons subject to the codes of ethics). Each code of ethics permits personnel subject to that code of\nethics to invest in securities for their personal investment accounts, subject to certain limitations, including limitations related to\nsecurities that may be purchased or held by the Fund. The Distributor (as defined below) relies on the principal underwriters exception\nunder Rule 17j-1(c)(3), specifically where the Distributor is not affiliated with the Trust or the Adviser and no officer, director, or\ngeneral partner of the Distributor serves as an officer, director, or general partner of the Trust or the Adviser.

There can be no assurance that the codes of\nethics will be effective in preventing such activities. Each code of ethics may be found at the SEC’s website at www.sec.gov.

PROXY VOTING POLICIES

The Fund has delegated proxy voting responsibilities\nto the Adviser, subject to the Board’s oversight. In delegating proxy responsibilities, the Board has directed that proxies be voted\nconsistent with the Fund’s and its shareholders’ best interests and in compliance with all applicable proxy voting rules and\nregulations. The Adviser has adopted proxy voting policies and guidelines for this purpose (“Proxy Voting Policies”), which\nhave been adopted by the Trust as the policies and procedures that will be used when voting proxies on behalf of the Fund.

In the absence of a conflict of interest, the\nAdviser will generally vote “for” routine proposals, such as the election of directors, approval of auditors, and amendments\nor revisions to corporate documents to eliminate outdated or unnecessary provisions. Unusual or disputed proposals will be reviewed and\nvoted on a case-by-case basis. The Proxy Voting Policies address, among other things, material conflicts of interest that may arise between\nthe interests of the Fund and the interests of the Adviser. The Proxy Voting Policies will ensure that all issues brought to shareholders\nare analyzed in light of the Adviser’s fiduciary responsibilities.

The Trust’s Chief Compliance Officer is\nresponsible for monitoring the effectiveness of the Proxy Voting Policies.

When available, information on how the Fund voted\nproxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (1) without charge, upon\nrequest, by calling (833) 333-9383, (2) on the Fund’s website at www.defianceetfs.com, or (3) on the SEC’s website at www.sec.gov.

INVESTMENT ADVISER

Tidal Investments LLC, a Tidal Financial Group\ncompany, located at 234 West Florida Street, Suite 700, Milwaukee, Wisconsin 53204, serves as investment adviser to the Fund and has overall\nresponsibility for the general management and administration of the Fund.

Pursuant to the Investment Advisory Agreement\n(the “Advisory Agreement”), the Adviser provides investment advice to the Fund and oversees the day-to-day operations of the\nFund, subject to the direction and oversight of the Board. The Adviser is responsible for the day-to-day management of the Fund’s\nportfolio, including determining the securities and financial instruments purchased and sold by the Fund. The Adviser is responsible for\ntrading portfolio securities and financial instruments for the Fund, including selecting broker-dealers to execute purchase and sale transactions.\nUnder the Advisory Agreement, the Adviser is also responsible for arranging transfer agency, custody, fund administration and accounting,\nand other related services necessary for the Fund to operate. The Adviser administers the Fund’s business affairs, provides office\nfacilities and equipment and certain clerical, bookkeeping, and administrative services. Under the Advisory Agreement, in exchange for\na single unitary management fee from the Fund, the Adviser has agreed to pay all expenses incurred by the Fund except for the Excluded\nExpenses, as defined in the Prospectus. For services provided to the Fund, the Fund pays the Adviser a unitary management fee at an annual\nrate of 1.29%, which is calculated daily and paid monthly based on the Fund’s average daily net assets.

The Advisory Agreement with respect to the Fund\nwill continue in force for an initial period of two years. Thereafter, the Advisory Agreement will be renewable from year to year with\nrespect to the Fund, so long as its continuance is approved at least annually (1) by the vote, cast in person (or in another manner permitted\nby the 1940 Act or pursuant to exemptive relief therefrom) at a meeting called for that purpose, of a majority of those Trustees who are\nnot “interested persons” of the Adviser or the Trust; and (2) by the majority vote of either the full Board or the vote of\na majority of the outstanding Shares. The Advisory Agreement automatically terminates on assignment and is terminable on a 60-day written\nnotice either by the Trust or the Adviser.

The Adviser shall not be liable to the Trust or\nany shareholder for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence,\nor reckless disregard of the duties imposed upon it by its agreement with the Trust or for any losses that may be sustained in the purchase,\nholding, or sale of any security.

The Fund\nwill report fees paid to the Adviser once its initial fiscal period is completed.

PORTFOLIO MANAGERS

The Fund\nis managed by Brett Johnson and Christopher P. Mullen, each a Portfolio Manager for the Adviser.

Other Accounts. In addition to the Fund,\nthe portfolio managers managed the following other accounts as of September 30, 2026.

Brett Johnson, Portfolio Manager for the Adviser

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Type of\n Accounts	Total Number of \n Accounts	Total Assets of \n Accounts \n (in millions)	Total\n Number of \n Accounts Subject to \n a Performance- \n Based Fee	Total Assets of \n Accounts Subject to \n a Performance- \n Based Fee \n (in millions)
Registered\n Investment Companies	8	$129	0	$0
Other\n Pooled Investment Vehicles	0	$0	0	$0
Other\n Accounts	0	$0	0	$0

Christopher P. Mullen, Portfolio Manager for\nthe Adviser

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Type of\n Accounts	Total Number of \n Accounts	Total Assets of \n Accounts \n (in millions)	Total\n Number of \n Accounts Subject to \n a Performance- \n Based Fee	Total Assets of \n Accounts Subject to \n a Performance- \n Based Fee \n (in millions)
Registered\n Investment Companies	96	$6,078	0	$0
Other\n Pooled Investment Vehicles	0	$0	0	$0
Other\n Accounts	0	$0	0	$0

Portfolio Manager Fund Ownership. The Fund\nis required to show the dollar range of each portfolio manager’s “beneficial ownership” of Shares as of the end of the\nmost recently completed fiscal year. The dollar amount ranges disclosed are established by the SEC.

“Beneficial ownership” is determined\nin accordance with Rule 16a-1(a)(2) under the 1934 Act. As of the date of this SAI, the Fund had not yet commenced operations and no Shares\nwere owned by the portfolio managers.

Portfolio Manager Compensation.

Each portfolio manager of the Adviser is compensated\nby the Adviser with a base salary and discretionary bonus based on the financial performance and profitability of the Adviser and not\nbased on the performance of the Fund. To the extent a portfolio manager is an equity owner of the Adviser, such portfolio manager may\nbenefit indirectly from the revenue generated by the Fund’s Advisory Agreement with the Adviser.

Description of Material Conflicts of Interest.\nThe portfolio managers’ management of “other accounts” may give rise to potential conflicts of interest in connection\nwith their management of the Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other\naccounts may have similar investment objectives or strategies as the Fund. A potential conflict of interest may arise as a result, whereby\na portfolio manager could favor one account over another. Another potential conflict could include a portfolio manager’s knowledge\nabout the size, timing, and possible market impact of trades by the Fund, whereby a portfolio manager could use this information to the\nadvantage of other accounts and to the disadvantage of any Fund. For instance, the portfolio managers may receive fees from certain accounts\nthat are higher than the fees received from the Fund, or receive a performance-based fee on certain accounts. In those instances, a portfolio\nmanager has an incentive to favor the higher and/or performance-based fee accounts over the Fund. To mitigate these conflicts, the Adviser\nhas established policies and procedures to ensure that the purchase and sale of securities among all accounts the firm manages are fairly\nand equitably allocated.

THE DISTRIBUTOR

The Trust and Foreside Fund Services, LLC, a wholly\nowned subsidiary of Foreside Financial Group (dba ACA Group) (the “Distributor”) are parties to a distribution agreement (“Distribution\nAgreement”), whereby the Distributor acts as principal underwriter for the Fund and distributes Shares on a best efforts basis.\nShares are continuously offered for sale by the Distributor only in Creation Units. The Distributor will not distribute Shares in amounts\nless than a Creation Unit and does not maintain a secondary market in Shares. The principal business address of the Distributor is 190\nMiddle Street, Suite 301, Portland, Maine 04101.

Under the Distribution Agreement, the Distributor,\nas agent for the Trust, will review orders for the purchase and redemption of Creation Units, provided that any subscriptions and orders\nwill not be binding on the Trust until accepted by the Trust. The Distributor is a broker-dealer registered under the 1934 Act and a member\nof FINRA.

The Distributor may also enter into agreements\nwith securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Units of Shares. Such Soliciting Dealers\nmay also be Authorized Participants (as discussed in “Procedures for Purchase of Creation Units” below) or DTC participants\n(as defined below).

The Distribution Agreement will continue for two\nyears from its effective date and is renewable annually thereafter. The continuance of the Distribution Agreement must be specifically\napproved at least annually (1) by the vote of the Trustees or by a vote of the shareholders of the Fund and (2) by the vote of a majority\nof the Independent Trustees who have no direct or indirect financial interest in the operations of the Distribution Agreement or any related\nagreement, cast in person (or in another manner permitted by the 1940 Act or pursuant to exemptive relief therefrom) at a meeting called\nfor the purpose of voting on such approval. The Distribution Agreement is terminable without penalty by the Trust on 60 days’ written\nnotice when authorized either by majority vote of its outstanding voting Shares or by a vote of a majority of its Board (including a majority\nof the Independent Trustees), or by the Distributor on 60 days’ written notice, and will automatically terminate in the event of\nits assignment. The Distribution Agreement provides that, in the absence of willful misfeasance, bad faith, or gross negligence on the\npart of the Distributor, or reckless disregard by it of its obligations thereunder, the Distributor shall not be liable for any action\nor failure to act in accordance with its duties thereunder.

The Fund is new and has not incurred any underwriting\ncommissions and the Distributor has not received any amounts as of the date of this SAI.

Intermediary Compensation. The\nAdviser or its affiliates, out of their own resources and not out of Fund assets (i.e., without additional cost to the Fund or its shareholders),\nmay pay certain broker dealers, banks and other financial intermediaries (“Intermediaries”) for certain activities related\nto the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products,\nincluding the Fund, or for other activities, such as marketing and educational training or support. These arrangements are not financed\nby the Fund and, thus, do not result in increased Fund expenses. They are not reflected in the fees and expenses listed in the fees and\nexpenses sections of the Fund’s Prospectus and they do not change the price paid by investors for the purchase of Shares or the\namount received by a shareholder as proceeds from the redemption of Shares.

Such compensation may be paid to\nIntermediaries that provide services to the Fund, including marketing and education support (such as through conferences, webinars\nand printed communications). The Adviser will periodically assess the advisability of continuing to make these payments. Payments to\nan Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your adviser, broker or other\ninvestment professional, if any, may also be significant to such adviser, broker or investment professional. Because an Intermediary\nmay make decisions about what investment options it will make available or recommend, and what services to provide in connection\nwith various products, based on payments it receives or is eligible to receive, such payments create conflicts of interest between\nthe Intermediary and its clients. For example, these financial incentives may cause the Intermediary to recommend the Fund over\nother investments. The same conflict of interest exists with respect to your financial adviser, broker or investment professional if\nthey receive similar payments from their Intermediary firm.

Intermediary information is current only as of\nthe date of this SAI. Please contact your adviser, broker or other investment professional for more information regarding any payments\nhis or her Intermediary firm may receive. Any payments made by the Adviser or their affiliates to an Intermediary may create the incentive\nfor an Intermediary to encourage customers to buy Shares.

If you have any additional questions, please call\n(833) 333-9383.

Distribution (Rule 12b-1) Plan. The Trust\nhas adopted a Distribution (Rule 12b-1) Plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act.\nNo payments pursuant to the Plan are expected to be made during the twelve (12) month period from the date of this SAI. Rule 12b-1 fees\nto be paid by the Fund under the Plan may only be imposed after approval by the Board.

Continuance of the Plan must be approved annually\nby a majority of the Trustees of the Trust and by a majority of the Trustees who are not interested persons (as defined in the 1940 Act)\nof the Trust and have no direct or indirect financial interest in the Plan or in any agreements related to the Plan (“Independent\nTrustees”). None of the Independent Trustees have a direct or indirect financial interest in the Plan or any agreements related\nto the Plan. The Plan may be continued from year-to-year only if the Board, including a majority of the Independent Trustees, concludes\nat least annually that continuation of the Plan is likely to benefit shareholders. The Board has determined that the Plan is likely to\nbenefit the Fund by providing an incentive for brokers, dealers, and other financial intermediaries to engage in sales and marketing efforts\non behalf of the Fund and to provide enhanced services to shareholders. The Board also determined that the Plan may enhance the Fund’s\nability to sell shares and access important distribution channels.

The Plan requires that quarterly written reports\nof amounts spent under the Plan and the purposes of such expenditures be furnished to and reviewed by the Trustees. The Plan may not be\namended to increase materially the amount that may be spent thereunder without approval by a majority of the outstanding Shares. All material\namendments of the Plan will require approval by a majority of the Trustees of the Trust and of the Independent Trustees.

The Plan provides that the Fund pays the Distributor\nan annual fee of up to a maximum of 0.25% of the average daily net assets of the Shares. Under the Plan, the Distributor may make payments\npursuant to written agreements to financial institutions and intermediaries such as banks, savings and loan associations, and insurance\ncompanies including, without limit, investment counselors, broker-dealers, and the Distributor’s affiliates and subsidiaries (collectively,\n“Agents”) as compensation for services and reimbursement of expenses incurred in connection with distribution assistance.\nThe Plan is characterized as a compensation plan since the distribution fee will be paid to the Distributor without regard to the distribution\nexpenses incurred by the Distributor or the amount of payments made to other financial institutions and intermediaries. The Trust intends\nto operate the Plan in accordance with its terms and with FINRA rules concerning sales charges.

Under the Plan, subject to the limitations of\napplicable law and regulations, the Fund is authorized to compensate the Distributor up to the maximum amount to finance any activity\nprimarily intended to result in the sale of Creation Units of the Fund or for providing, or arranging for others to provide, shareholder\nservices and for the maintenance of shareholder accounts. Such activities may include, but are not limited to: (1) delivering copies of\nthe Fund’s then current reports, prospectuses, notices, and similar materials, to prospective purchasers of Creation Units; (2)\nmarketing and promotional services, including advertising; (3) paying the costs of and compensating others, including Authorized Participants\nwith whom the Distributor has entered into written Authorized Participant Agreements, for performing shareholder servicing on behalf of\nthe Fund; (4) compensating certain Authorized Participants for providing assistance in distributing the Creation Units of the Fund, including\nthe travel and communication expenses and salaries and/or commissions of sales personnel in connection with the distribution of the Creation\nUnits of the Fund; (5) payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies,\nand investment counselors, broker-dealers, mutual fund supermarkets, and the affiliates and subsidiaries of the Trust’s service\nproviders as compensation for services or reimbursement of expenses incurred in connection with distribution assistance; (6) facilitating\ncommunications with beneficial owners of Shares, including the cost of providing, or paying others to provide, services to beneficial\nowners of Shares, including, but not limited to, assistance in answering inquiries related to Shareholder accounts; and (7) such other\nservices and obligations as are set forth in the Distribution Agreement.

ADMINISTRATOR

Tidal ETF Services LLC (the “Administrator”),\na Tidal Financial Group company and an affiliate of the Adviser, serves as the Fund’s administrator. The Administrator is located\nat 234 West Florida Street, Suite 700, Milwaukee, Wisconsin 53204. Pursuant to a Fund Administration Servicing Agreement between the Trust\nand the Administrator, the Administrator provides the Trust with, or arranges for, administrative, compliance, and management services\n(other than investment advisory services) to be provided to the Trust and the Board. Pursuant to the Fund Administration Servicing Agreement,\nofficers or employees of the Administrator serve as the Trust’s principal executive officer, principal financial officer, and chief\ncompliance officer, the Administrator coordinates the payment of Fund-related expenses, and the Administrator manages the Trust’s\nrelationships with its various service providers. As compensation for the services it provides, the Administrator receives a fee based\non the Fund’s average daily net assets, subject to a minimum annual fee. The Administrator also is entitled to certain out-of-pocket\nexpenses for the services mentioned above.

The Fund is new, and the Administrator has not\nreceived any fees for administrative services to the Fund as of the date of this SAI.

TRANSFER AGENT AND FUND ACCOUNTANT

Global Fund Services, located at 615 East Michigan\nStreet, Milwaukee, Wisconsin 53202, serves as the Fund’s transfer agent and fund accountant.

Pursuant to a Transfer Agent/Fund Accounting Servicing\nAgreement between the Trust and Global Fund Services, Global Fund Services provides transfer agency and fund accounting services to the\nFund. In this capacity, Global Fund Services does not have any responsibility or authority for the management of the Fund, the determination\nof investment policy, or for any matter pertaining to the distribution of Shares. As compensation for the transfer agency and fund accounting\nservices, the Adviser pays Global Fund Services a fee based on the Fund’s average daily net assets, subject to a minimum annual\nfee. Global Fund Services also is entitled to certain out-of-pocket expenses for the services mentioned above, including pricing expenses.

The Fund is new, and Global Fund Services has\nnot received any fees for transfer agency services or fund accounting services to the Fund as of the date of this SAI.

CUSTODIAN

Pursuant to a Custody Agreement, U.S. Bank National\nAssociation (“U.S. Bank”), 1555 North Rivercenter Drive, Milwaukee, Wisconsin 53212, serves as the custodian (the “Custodian”)\nof the Fund’s assets. U.S. Bank is the parent company of Global Fund Services. The Custodian holds and administers the assets in\nthe Fund’s portfolio. Pursuant to the Custody Agreement, the Custodian receives an annual fee from the Adviser based on the Trust’s\ntotal average daily net assets, subject to a minimum annual fee, and certain settlement charges. The Custodian also is entitled to certain\nout-of-pocket expenses.

LEGAL COUNSEL

Troutman Pepper Locke LLP, 3000 Two Logan Square, Eighteenth and Arch\nStreets, Philadelphia, Pennsylvania 19103, serves as legal counsel for the Trust and the Independent Trustees.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tait, Weller & Baker LLP, located at Two\nLiberty Place, 50 South 16th Street, Philadelphia, Pennsylvania 19102 serves as the independent registered public accounting firm for\nthe Fund. Its services include , providing services which include (1) auditing the annual financial statements for the Fund; and (2) the\nreview of annual U.S. federal income tax returns filed on behalf of the Fund.

PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND\nPROCEDURES

The Board has adopted a policy regarding the disclosure\nof information about the Fund’s security holdings. The Fund’s entire portfolio holdings are publicly disseminated each day\nthe Fund is open for business and through financial reporting and news services including publicly available internet web sites. In addition,\nthe composition of the Deposit Securities is publicly disseminated daily prior to the opening of the Exchange via the National Securities\nClearing Corporation (“NSCC”).

DESCRIPTION OF SHARES

The Declaration of Trust (“Declaration of\nTrust”) authorizes the issuance of an unlimited number of funds and shares. Each share represents an equal proportionate interest\nin the Fund with each other share. Shares are entitled upon liquidation to a pro rata share in the net assets of the Fund. Shareholders\nhave no preemptive rights. The Declaration of Trust provides that the Trustees may create additional series or classes of shares. All\nconsideration received by the Trust for shares of any additional funds and all assets in which such consideration is invested would belong\nto that fund and would be subject to the liabilities related thereto. Share certificates representing Shares will not be issued. Shares,\nwhen issued, are fully paid and non-assessable.

Each Share has one vote with respect to matters\nupon which a shareholder vote is required, consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares\nof all funds in the Trust vote together as a single class, except that if the matter being voted on affects only a particular fund it\nwill be voted on only by that fund and if a matter affects a particular fund differently from other funds, that fund will vote separately\non such matter. As a Delaware statutory trust, the Trust is not required, and does not intend, to hold annual meetings of shareholders.\nApproval of shareholders will be sought, however, for certain changes in the operation of the Trust and for the election of Trustees under\ncertain circumstances.

Under the Declaration of Trust, the Trustees have\nthe power to liquidate the Fund without shareholder approval. While the Trustees have no present intention of exercising this power, they\nmay do so if the Fund fails to reach a viable size within a reasonable amount of time or for such other reasons as may be determined by\nthe Board.

LIMITATION OF TRUSTEES’ LIABILITY

The Declaration of Trust provides that a Trustee\nshall be liable only for his or her own willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved\nin the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Declaration of\nTrust also provides that the Trust shall indemnify each person who is, or has been, a Trustee or officer of the Trust, and upon the due\napproval of the Trustees, each person who is, or has been an employee or agent of the Trust, and, upon due approval of the Trustees, any\nperson who is serving or has served at the Trust’s request as a director, officer, partner, trustee, employee, agent, or fiduciary\nof another organization with respect to any alleged acts or omissions while acting within the scope of a Trustee’s service in such\na position. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for a Trustee’s\nwillful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of Trustee.\nNothing contained in this section attempts to disclaim a Trustee’s individual liability in any manner inconsistent with the federal\nsecurities laws.

BROKERAGE TRANSACTIONS

The policy of the Trust regarding purchases and\nsales of securities for the Fund is that primary consideration will be given to obtaining the most favorable prices and efficient executions\nof transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Trust’s policy\nis to pay commissions which are considered fair and reasonable without necessarily determining that the lowest possible commissions are\npaid in all circumstances. The Trust believes that a requirement always to seek the lowest possible commission cost could impede effective\nportfolio management and preclude the Fund and the Adviser, from obtaining a high quality of brokerage and research services. In seeking\nto determine the reasonableness of brokerage commissions paid in any transaction, the Adviser will rely upon its experience and knowledge\nregarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage services received from the\nbroker effecting the transaction. Such determinations are necessarily subjective and imprecise, as in most cases, an exact dollar value\nfor those services is not ascertainable. The Trust has adopted policies and procedures that prohibit the consideration of sales of Shares\nas a factor in the selection of a broker or dealer to execute its portfolio transactions.

The Adviser owes a fiduciary duty to its clients\nto seek to provide best execution on trades effected. In selecting a broker/dealer for each specific transaction, the Adviser chooses\nthe broker/dealer deemed most capable of providing the services necessary to obtain the most favorable execution. “Best execution”\nis generally understood to mean the most favorable cost or net proceeds reasonably obtainable under the circumstances. The full range\nof brokerage services applicable to a particular transaction may be considered when making this judgment, which may include, but is not\nlimited to liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders, competent block trading coverage,\nability to position, capital strength and stability, reliable and accurate communications and settlement processing, use of automation,\nknowledge of other buyers or sellers, arbitrage skills, administrative ability, underwriting, and provision of information on a particular\nsecurity or market in which the transaction is to occur. The specific criteria will vary depending upon the nature of the transaction,\nthe market in which it is executed, and the extent to which it is possible to select from among multiple broker/ dealers. The Adviser\nwill also use electronic crossing networks (“ECNs”) when appropriate.

Subject to the foregoing policies, brokers or\ndealers selected to execute the Fund’s portfolio transactions may include such Fund’s Authorized Participants (as discussed\nin “Purchase and Redemption of Shares in Creation Units — Procedures for Purchase of Creation Units” below) or their\naffiliates. An Authorized Participant or its affiliates may be selected to execute the Fund’s portfolio transactions in conjunction\nwith an all-cash Creation Unit order or an order including “cash-in-lieu” (as described below under “Purchase and Redemption\nof Shares in Creation Units”), so long as such selection is in keeping with the foregoing policies. As described below under “Purchase\nand Redemption of Shares in Creation Units — Creation Transaction Fee” and ” — Redemption Transaction Fee”,\nthe Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests\nof the Fund’s shareholders, even if the decision to not charge a variable fee could be viewed as benefiting the Authorized Participant\nor its affiliate selected to execute the Fund’s portfolio transactions in connection with such orders.

The Adviser may use the Fund’s assets for,\nor participate in, third-party soft dollar arrangements, in addition to receiving proprietary research from various full-service brokers,\nthe cost of which is bundled with the cost of the broker’s execution services. The Adviser does not “pay up” for the\nvalue of any such proprietary research. Section 28(e) of the 1934 Act permits the Adviser under certain circumstances, to cause the Fund\nto pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would\nhave charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer.\nThe Adviser may receive a variety of research services and information on many topics, which it can use in connection with its management\nresponsibilities with respect to the various accounts over which it exercises investment discretion or otherwise provides investment advice.\nThe research services may include qualifying order management systems, portfolio attribution and monitoring services, and computer software\nand access charges which are directly related to investment research.

Accordingly, the Fund may pay a broker commission\nhigher than the lowest available in recognition of the broker’s provision of such services to the Adviser, but only if the Adviser\ndetermines the total commission (including the soft dollar benefit) is comparable to the best commission rate that could be expected to\nbe received from other brokers. The amount of soft dollar benefits received depends on the amount of brokerage transactions effected with\nthe brokers. A conflict of interest exists because there is an incentive to (1) cause clients to pay a higher commission than the firm\nmight otherwise be able to negotiate, (2) cause clients to engage in more securities transactions than would otherwise be optimal, and\n(3) only recommend brokers that provide soft dollar benefits.

The Adviser faces a potential conflict of interest\nwhen it uses client trades to obtain brokerage or research services. This conflict exists because the Adviser can use the brokerage or\nresearch services to manage client accounts without paying cash for such services, which reduces the Adviser’s expenses to the extent\nthat the Adviser would have purchased such products had they not been provided by brokers. Section 28(e) permits the Adviser to use brokerage\nor research services for the benefit of any account it manages. Certain accounts managed by the Adviser may generate soft dollars used\nto purchase brokerage or research services that ultimately benefit other accounts managed by the Adviser effectively cross subsidizing\nthe other accounts managed by the Adviser that benefit directly from the product. The Adviser may not necessarily use all of the brokerage\nor research services in connection with managing the Fund whose trades generated the soft dollars used to purchase such products.

The Adviser is responsible, subject to oversight\nby the Board, for placing orders on behalf of the Fund for the purchase or sale of portfolio securities. If purchases or sales of portfolio\nsecurities of the Fund and one or more other investment companies or clients supervised by the Adviser are considered at or about the\nsame time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable\nand consistent with its fiduciary obligations to all by the Adviser. In some cases, this procedure could have a detrimental effect on\nthe price or volume of the security so far as the Fund is concerned. However, in other cases, it is possible that the ability to participate\nin volume transactions and to negotiate lower brokerage commissions will be beneficial to the Fund. The primary consideration is prompt\nexecution of orders at the most favorable net price.

The Fund may deal with affiliates in principal\ntransactions to the extent permitted by exemptive order or applicable rule or regulation.

The Fund is new and has not paid any brokerage\ncommissions as of the date of this SAI.

Brokerage with Fund Affiliates. The Fund\nmay execute brokerage or other agency transactions through registered broker-dealer affiliates of the Fund or the Adviser for a commission\nin conformity with the 1940 Act, the 1934 Act and rules promulgated by the SEC. These rules require that commissions paid to the affiliate\nby the Fund for exchange transactions not exceed “usual and customary” brokerage commissions. The rules define “usual\nand customary” commissions to include amounts which are “reasonable and fair compared to the commission, fee or other remuneration\nreceived or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or\nsold on a securities exchange during a comparable period of time.” The Trustees, including those who are not “interested persons”\nof the Fund, have adopted procedures for evaluating the reasonableness of commissions paid to affiliates and review these procedures periodically.

The Fund is required to identify the securities\nof their “regular brokers or dealers” that the Fund has acquired during its most recent fiscal year. The Fund is new and did\nnot own equity securities of its regular broker-dealers or their parent companies as of the date of this SAI.

Directed Brokerage. The Fund is new and\ndid not pay any commissions on brokerage transactions directed to brokers pursuant to an agreement or understanding whereby the broker\nprovides research or other brokerage services to the Adviser.

Securities of “Regular Broker-Dealers.”\nThe Fund is required to identify any securities of its “regular brokers and dealers” (as such term is defined in the 1940\nAct) that it may hold at the close of its most recent fiscal year. “Regular brokers or dealers” of the Fund are the ten brokers\nor dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Fund’s\nportfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Fund; or (iii) sold the\nlargest dollar amounts of Shares.

The Fund is new and did not own equity securities\nof its regular broker-dealers or their parent companies as of the date of this SAI.

PORTFOLIO TURNOVER RATE

A portfolio turnover rate is, in summary, the\npercentage computed by dividing the lesser of the Fund’s purchases or sales of securities (excluding short-term securities and securities\ntransferred in-kind) by the average market value of the Fund. A rate of 100% indicates that the equivalent of all of the Fund’s\nassets have been sold and reinvested in a year. High portfolio turnover may affect the amount, timing and character of distributions,\nand, as a result, may increase the amount of taxes payable by shareholders. Higher portfolio turnover also results in higher transaction\ncosts. To the extent that net short-term capital gains are realized by the Fund, any distributions resulting from such gains are considered\nordinary income for U.S. federal income tax purposes.

The Fund is new and does not have a portfolio\nturnover rate to report as of the date of this SAI.

BOOK ENTRY ONLY SYSTEM

The Depository Trust Company (“DTC”)\nacts as securities depositary for Shares. Shares are represented by securities registered in the name of DTC or its nominee, Cede &\nCo., and deposited with, or on behalf of, DTC. Except in limited circumstances set forth below, certificates will not be issued for Shares.

DTC is a limited-purpose trust company that was\ncreated to hold securities of its participants (the “DTC Participants”) and to facilitate the clearance and settlement of\nsecurities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants,\nthereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers,\nbanks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More\nspecifically, DTC is owned by a number of its DTC Participants and by the NYSE and FINRA. Access to the DTC system is also available to\nothers such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a DTC Participant,\neither directly or indirectly (the “Indirect Participants”).

Beneficial ownership of Shares is limited to DTC\nParticipants, Indirect Participants, and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial\ninterests in Shares (owners of such beneficial interests are referred to in this SAI as “Beneficial Owners”) is shown on,\nand the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records\nof DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will\nreceive from or through the DTC Participant a written confirmation relating to their purchase of Shares. The Trust recognizes DTC or its\nnominee as the record owner of all Shares for all purposes. Beneficial Owners of Shares are not entitled to have Shares registered in\ntheir names, and will not receive or be entitled to physical delivery of Share certificates. Each Beneficial Owner must rely on the procedures\nof DTC and any DTC Participant and/or Indirect Participant through which such Beneficial Owner holds its interests, to exercise any rights\nof a holder of Shares.

Conveyance of all notices, statements, and other\ncommunications to Beneficial Owners is effected as follows. DTC will make available to the Trust upon request and for a fee a listing\nof Shares held by each DTC Participant. The Trust shall obtain from each such DTC Participant the number of Beneficial Owners holding\nShares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of such notice,\nstatement, or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that\nsuch notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners.\nIn addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant\nto such transmittal, all subject to applicable statutory and regulatory requirements.

Share distributions shall be made to DTC or its\nnominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall credit\nimmediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the Fund\nas shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held\nthrough such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held\nfor the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC\nParticipants.

The Trust has no responsibility or liability for\nany aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in\nShares, or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests, or for any other aspect\nof the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants\nand Beneficial Owners owning through such DTC Participants.

DTC may determine to discontinue providing its\nservice with respect to the Fund at any time by giving reasonable notice to the Fund and discharging its responsibilities with respect\nthereto under applicable law. Under such circumstances, the Fund shall act either to find a replacement for DTC to perform its functions\nat a comparable cost or, if such replacement is unavailable, to issue and deliver printed certificates representing ownership of Shares,\nunless the Trust makes other arrangements with respect thereto satisfactory to the Exchange.

PURCHASE AND REDEMPTION OF SHARES IN CREATION\nUNITS

The Trust issues and redeems Shares only in Creation\nUnits on a continuous basis through the Transfer Agent, without a sales load (but subject to transaction fees, if applicable), at their\nNAV per share next determined after receipt of an order, on any Business Day, in proper form pursuant to the terms of the Authorized Participant\nAgreement (“Participant Agreement”). The NAV of Shares is calculated each Business Day as of the scheduled close of regular\ntrading on the NYSE, generally 4:00 p.m., Eastern Time. The Fund will not issue fractional Creation Units. A “Business Day”\nis any day on which the NYSE is open for regular trading.

Placement of Creation or Redemption Orders. All orders to purchase\nor redeem Creation Units are to be governed according to the applicable Participant Agreement that each Authorized Participant has executed.\nIn general, all orders to purchase or redeem Creation Units must be received by the transfer agent in the proper form required by the\nParticipant Agreement no later than the closing time of the regular trading session of the NYSE (ordinarily 4:00 p.m. Eastern Time) on\neach day the NYSE is open for business (the “Closing Time”) in order for the purchase or redemption of Creation Units to be\neffected based on the NAV of shares of the Fund as next determined on such date after receipt of the order in proper form. At its discretion,\nthe Fund may require an Authorized Participant to submit an order to purchase or redeem Creation Units earlier in the day, or the prior\nBusiness Day, including in circumstances in which an applicable market for a security included in the creation or redemption basket closes\nearlier than usual, or in such other circumstances as the Fund may determine and disclose to Authorized Participants. In general, any\nFund Deposit (as defined below) or Additional Cash Deposit (as also defined below) corresponding to the placement of an order to purchase\nCreation Units must be transferred and delivered to the Custodian by no later than 2 p.m. Eastern Time for the Fund on the contractual\nsettlement date (or such other time as specified by the Trust and disclosed to Authorized Participants) (in each instance, the “Deposit\nDeadline”).

Fund Deposit. The consideration for purchase\nof a Creation Unit of the Fund generally consists of the in-kind deposit of a designated portfolio of securities (the “Deposit Securities”)\nper each Creation Unit and the Cash Component (defined below), computed as described below. Notwithstanding the foregoing, the Trust reserves\nthe right to permit or require the substitution of a “cash in lieu” amount (“Deposit Cash”) to be added to the\nCash Component to replace any Deposit Security. When accepting purchases of Creation Units for all or a portion of Deposit Cash, the Fund\nmay incur additional costs associated with the acquisition of Deposit Securities that would otherwise be provided by an in-kind purchaser.

Together, the Deposit Securities or Deposit Cash,\nas applicable, and the Cash Component constitute the “Fund Deposit,” which represents the minimum initial and subsequent investment\namount for a Creation Unit of the Fund. The “Cash Component” is an amount equal to the difference between the NAV of Shares\n(per Creation Unit) and the value of the Deposit Securities or Deposit Cash, as applicable. If the Cash Component is a positive number\n(i.e., the NAV per Creation Unit exceeds the value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall\nbe such positive amount. If the Cash Component is a negative number (i.e., the NAV per Creation Unit is less than the value of the Deposit\nSecurities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the creator will be entitled to receive\ncash in an amount equal to the Cash Component. The Cash Component serves the function of compensating for any differences between the\nNAV per Creation Unit and the value of the Deposit Securities or Deposit Cash, as applicable. Computation of the Cash Component excludes\nany stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities, if applicable,\nwhich shall be the sole responsibility of the Authorized Participant (as defined below).

The Fund, through NSCC, makes available on each\nBusiness Day, prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern Time), the list of the names and the required\nnumber of Shares of each Deposit Security or the required amount of Deposit Cash, as applicable, to be included in the current Fund Deposit\n(based on information at the end of the previous Business Day) for the Fund. Such Fund Deposit is subject to any applicable adjustments\nas described below, to effect purchases of Creation Units of the applicable Fund until such time as the next-announced composition of\nthe Deposit Securities or the required amount of Deposit Cash, as applicable, is made available.

The identity and number of Shares of the Deposit\nSecurities or the amount of Deposit Cash, as applicable, required for the Fund Deposit for the Fund may change from time to time.

Cash Purchase. The Trust may at its discretion\npermit full or partial cash purchases of Creation Units of the Fund. When full or partial cash purchases of Creation Units are available\nor specified for the Fund, they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a full or\npartial cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required\nto provide through an in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser together with a creation\ntransaction fee and non-standard charges, as may be applicable.

Procedures for Purchase of Creation Units.\nTo be eligible to place orders with the Transfer Agent to purchase a Creation Unit of the Fund, an entity must be (i) a “Participating\nParty” (i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of\nthe NSCC (the “Clearing Process”)), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see “Book\nEntry Only System”). In addition, each Participating Party or DTC Participant (each, an “Authorized Participant”) must\nexecute a Participant Agreement with respect to purchases and redemptions of Creation Units. Each Authorized Participant will agree, pursuant\nto the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including\nthat it will pay to the Trust, an amount of cash sufficient to pay the Cash Component together with the creation transaction fee (described\nbelow), if applicable, and any other applicable fees and taxes.

All orders to purchase Shares directly from the\nFund must be placed for one or more Creation Units and in the manner and by the time set forth in the Participant Agreement and/or applicable\norder form. The order cut-off time for orders to purchase Creation Units is generally the Closing Time, which time may be modified by\nthe Fund from time-to-time by amendment to the Participant Agreement and/or applicable order form or as noted under “Placement of\nCreation or Redemption Orders.” The date on which an order to purchase Creation Units (or an order to redeem Creation Units, as\nset forth below) is received and accepted is referred to as the “Order Placement Date.”

An Authorized Participant may require an investor\nto make certain representations or enter into agreements with respect to the order (e.g., to provide for payments of cash, when\nrequired). Investors should be aware that their particular broker may not have executed a Participant Agreement and that, therefore, orders\nto purchase Shares directly from the Fund in Creation Units must be placed by the investor’s broker through an Authorized Participant\nthat has executed a Participant Agreement. In such cases there may be additional charges to such investor. At any given time, there may\nbe only a limited number of broker-dealers that have executed a Participant Agreement and only a small number of such Authorized Participants\nmay have international capabilities.

On days when the Exchange closes earlier than\nnormal, the Fund may require orders to create Creation Units to be placed earlier in the day. In addition, if a market or markets on which\nthe Fund’s investments are primarily traded is closed, the Fund will also generally not accept orders on such day(s). Orders must\nbe transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Transfer Agent pursuant to procedures\nset forth in the Participant Agreement and in accordance with the applicable order form. On behalf of the Fund, the Transfer Agent will\nnotify the Custodian of such order. The Custodian will then provide such information to the appropriate local sub-custodian(s). Those\nplacing orders through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order to the\nTransfer Agent by the cut-off time on such Business Day. Economic or market disruptions or changes, or telephone or other communication\nfailure may impede the ability to reach the Transfer Agent or an Authorized Participant.

Fund Deposits must be delivered by an Authorized\nParticipant through the Federal Reserve System (for cash) or through DTC (for corporate securities), through a subcustody agent (for foreign\nsecurities) and/or through such other arrangements allowed by the Trust or its agents. With respect to foreign Deposit Securities, the\nCustodian shall cause the subcustodian of the Fund to maintain an account into which the Authorized Participant shall deliver, on behalf\nof itself or the party on whose behalf it is acting, such Deposit Securities (or Deposit Cash for all or a part of such securities, as\npermitted or required), with any appropriate adjustments as advised by the Trust. Foreign Deposit Securities must be delivered to an account\nmaintained at the applicable local subcustodian. A Fund Deposit transfer must be ordered by the Authorized Participant in a timely fashion\nto ensure the delivery of the requisite number of Deposit Securities or Deposit Cash, as applicable, to the account of the applicable\nFund or its agents by no later than the Deposit Deadline. If the applicable Fund or its agents do not receive all of the Deposit Securities,\nor the required Deposit Cash in lieu thereof, by such time, then the order may be deemed rejected and the Authorized Participant shall\nbe liable to the Fund for losses, if any, resulting therefrom. All questions as to the number of Deposit Securities or Deposit Cash to\nbe delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities\nor cash, as applicable, will be determined by the Trust, whose determination shall be final and binding. The amount of cash represented\nby the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely\nmanner to be received by the Custodian no later than the contractual settlement date. If the Cash Component and the Deposit Securities\nor Deposit Cash, as applicable, are not received by the Custodian in a timely manner by the contractual settlement date, the creation\norder may be cancelled. Upon written notice to the Transfer Agent, such canceled order may be resubmitted the following Business Day using\na Fund Deposit as newly constituted to reflect the then current NAV of the Fund.

The order shall be deemed to be received on\nthe Business Day on which the order is placed provided that the order is placed in proper form prior to the applicable cut-off time and\nthe federal funds in the appropriate amount are deposited with the Custodian by no later than the Deposit Deadline. If the order is not\nplaced in proper form as required, or federal funds in the appropriate amount are not received by the Deposit Deadline, then the order\nmay be deemed to be rejected and the Authorized Participant shall be liable to the applicable Fund for losses, if any, resulting therefrom.\nA creation request is in “proper form” if all procedures set forth in the Participant Agreement, order form and this SAI are\nproperly followed.

Issuance of a Creation Unit. Except as\nprovided in this SAI, Creation Units will not be issued until the transfer of good title to the Trust of the Deposit Securities or payment\nof Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the required Deposit Securities (or the\ncash value thereof) have been delivered to the account of the Custodian (or sub-custodian, as applicable), the Transfer Agent and the\nAdviser shall be notified of such delivery, and the Trust will issue and cause the delivery of the Creation Units. The typical settlement\ndate for each transaction will be within one day of the transaction (commonly referred to as “T+1”), unless the Fund and Authorized\nParticipant agree to a different timeline for settlement or the transaction is exempt from the requirements of Rule 15c6-1 under the 1934\nAct. Due to the schedule of holidays in certain countries, however, the delivery of Shares may take longer than one Business Day following\nthe day on which the purchase order is received. In such cases, the local market settlement procedures will not commence until the end\nof local holiday periods. The Authorized Participant shall be liable to the Fund for losses, if any, resulting from unsettled orders.

Creation Units may be purchased in advance of\nreceipt by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial\ndeposit will have a value greater than the NAV of the Shares on the date the order is placed in proper form since, in addition to available\nDeposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional amount of\ncash equal to a percentage of the value as set forth in the Participant Agreement, of the undelivered Deposit Securities (the “Additional\nCash Deposit”), which shall be maintained in a separate non-interest bearing collateral account. The Authorized Participant must\ndeposit with the Custodian the Additional Cash Deposit, as applicable, by the Deposit Deadline. If the applicable Fund or its agents do\nnot receive the Additional Cash Deposit in the appropriate amount, by such time, then the order may be deemed rejected and the Authorized\nParticipant shall be liable to the applicable Fund for losses, if any, resulting therefrom. An additional amount of cash shall be required\nto be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional\nCash Deposit with the Trust in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the\ndaily market value of the missing Deposit Securities. The Participant Agreement will permit the Trust to buy the missing Deposit Securities\nat any time. Authorized Participants will be liable to the Trust for the costs incurred by the Trust in connection with any such purchases.\nThese costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the value of such\nDeposit Securities on the day the purchase order was deemed received by the Transfer Agent plus the brokerage and related transaction\ncosts associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing\nDeposit Securities have been properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a\ntransaction fee, as described below under “Creation Transaction Fee,” may be charged. The delivery of Creation Units so created\ngenerally will occur no later than the contractual settlement date.

Acceptance of Orders of Creation Units.\nThe Trust reserves the right to reject an order for Creation Units transmitted to it by the Transfer Agent with respect to the Fund including,\nwithout limitation, if (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the\nAuthorized Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s),\nupon obtaining Shares ordered, would own 80% or more of the currently outstanding Shares of the Fund; (d) the acceptance of the Fund Deposit\nwould, in the opinion of counsel, be unlawful; (e) the acceptance or receipt of the order for a Creation Unit would, in the opinion of\ncounsel to the Trust, be unlawful; or (f) in the event that circumstances outside the control of the Trust, the Custodian, the Transfer\nAgent and/or the Adviser make it for all practical purposes not feasible to process orders for Creation Units.

Examples of such circumstances include acts of\nGod; public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy\nand computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information\nsystems affecting the Trust, the Distributor, the Custodian, a sub-custodian, the Transfer Agent, DTC, NSCC, Federal Reserve System, or\nany other participant in the creation process, and other extraordinary events. The Transfer Agent shall notify a prospective creator of\na Creation Unit and/or the Authorized Participant acting on behalf of the creator of a Creation Unit of its rejection of the order of\nsuch person. The Trust, the Transfer Agent, the Custodian, any sub-custodian and the Distributor are under no duty, however, to give notification\nof any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give\nany such notification. The Trust, the Transfer Agent, the Custodian and the Distributor shall not be liable for the rejection of any purchase\norder for Creation Units.

All questions as to the number of Shares of\neach security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered\nshall be determined by the Trust, and the Trust’s determination shall be final and binding.

Notwithstanding the Trust’s ability to reject\nan order for creation units, the Trust will only do so in a manner consistent with any current or future SEC rulemaking or guidance relating\nthereto; provided that, no such suspension of the issuance of creation units will be done in a manner that impairs the arbitrage mechanism\nfor investors.

Creation Transaction Fee. A fixed purchase\n(i.e., creation) transaction fee, payable to the Custodian, may be imposed for the transfer and other transaction costs associated with\nthe purchase of Creation Units (“Creation Order Costs”). The standard fixed creation transaction fee for the Fund, regardless\nof the number of Creation Units created in the transaction, can be found in the table below. The Fund may adjust the standard fixed creation\ntransaction fee from time to time. The fixed creation fee may be waived on certain orders if the Custodian has determined to waive some\nor all of the Creation Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee.

In addition, a variable fee, payable to the Fund,\nof up to the maximum percentage listed in the table below of the value of the Creation Units subject to the transaction may be imposed\nfor cash purchases, non-standard orders, or partial cash purchases of Creation Units. The variable charge is primarily designed to cover\nadditional costs (e.g., brokerage, taxes) involved with buying the securities with cash. The Fund may determine to not charge a variable\nfee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders.

\n \n \n \n \n \n \n \n \n

Name of Fund	Fixed\n Creation \n Transaction Fee	Maximum\n Variable \n Transaction Fee
Defiance Daily Target 2X Long Pasqal ETF	$300	2%

Investors who use the services of a broker or\nother such intermediary may be charged a fee for such services. Investors are responsible for the fixed costs of transferring the Fund\nSecurities (defined below) from the Trust to their account or on their order.

Risks of Purchasing Creation Units. There\nare certain legal risks unique to investors purchasing Creation Units directly from the Fund. Because Shares may be issued on an ongoing\nbasis, a “distribution” of Shares could be occurring at any time. Certain activities that a shareholder performs as a dealer\ncould, depending on the circumstances, result in the shareholder being deemed a participant in the distribution in a manner that could\nrender the shareholder a statutory underwriter and subject to the prospectus delivery and liability provisions of the Securities Act.\nFor example, a shareholder could be deemed a statutory underwriter if it purchases Creation Units from the Fund, breaks them down into\nthe constituent Shares, and sells those Shares directly to customers, or if a shareholder chooses to couple the creation of a supply of\nnew Shares with an active selling effort involving solicitation of secondary-market demand for Shares. Whether a person is an underwriter\ndepends upon all of the facts and circumstances pertaining to that person’s activities, and the examples mentioned here should not\nbe considered a complete description of all the activities that could cause you to be deemed an underwriter.

Dealers who are not “underwriters”\nbut are participating in a distribution (as opposed to engaging in ordinary secondary-market transactions), and thus dealing with Shares\nas part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage\nof the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.

Redemption. Shares may be redeemed only\nin Creation Units at their NAV next determined after receipt of a redemption request in proper form by the Fund through the Transfer Agent\nand only on a Business Day. EXCEPT UPON LIQUIDATION OF THE FUND, THE FUND WILL NOT REDEEM SHARES IN AMOUNTS LESS THAN CREATION UNITS.\nInvestors must accumulate enough Shares in the secondary market to constitute a Creation Unit to have such Shares redeemed by the Trust.\nThere can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly\nof a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares\nto constitute a redeemable Creation Unit.

With respect to the Fund, the Custodian, through\nthe NSCC, makes available prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern Time) on each Business Day, the\nlist of the names and Share quantities of the Fund’s portfolio securities that will be applicable (subject to possible amendment\nor correction) to redemption requests received in proper form (as defined below) on that day (“Fund Securities”). Fund Securities\nreceived on redemption may not be identical to Deposit Securities.

Redemption proceeds for a Creation Unit are paid\neither in-kind or in cash, or combination thereof, as determined by the Trust. With respect to in-kind redemptions of the Fund, redemption\nproceeds for a Creation Unit will consist of Fund Securities—as announced by the Custodian on the Business Day of the request for\nredemption received in proper form plus cash in an amount equal to the difference between the NAV of Shares being redeemed, as next determined\nafter a receipt of a request in proper form, and the value of the Fund Securities (the “Cash Redemption Amount”), less a fixed\nredemption transaction fee, as applicable, as set forth below. If the Fund Securities have a value greater than the NAV of Shares, a compensating\ncash payment equal to the differential is required to be made by or through an Authorized Participant by the redeeming shareholder. Notwithstanding\nthe foregoing, at the Trust’s discretion, an Authorized Participant may receive the corresponding cash value of the securities in\nlieu of the in-kind securities value representing one or more Fund Securities.

The typical settlement date for each redemption\ntransaction will be within one day of the transaction (or T+1), unless the Fund and Authorized Participant agree to a different timeline\nfor settlement or the transaction is exempt from the requirements of Rule 15c6-1 under the 1934 Act. Due to the schedule of holidays in\ncertain countries, however, the receipt of redemption proceeds may take longer than one Business Day following the day on which the purchase\norder is received. In such cases, the local market settlement procedures will not commence until the end of local holiday periods.

Redemption Transaction Fee. A fixed redemption\ntransaction fee, payable to the Custodian, may be imposed for the transfer and other transaction costs associated with the redemption\nof Creation Units (“Redemption Order Costs”). The standard fixed redemption transaction fee for the Fund, regardless of the\nnumber of Creation Units redeemed in the transaction, can be found in the table below. The Fund may adjust the redemption transaction\nfee from time to time. The fixed redemption fee may be waived on certain orders if the Custodian has determined to waive some or all of\nthe Redemption Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee.

In addition, a variable fee, payable to the Fund,\nof up to the maximum percentage listed in the table below of the value of the Creation Units subject to the transaction may be imposed\nfor cash redemptions, non-standard orders, or partial cash redemptions (when cash redemptions are available) of Creation Units. The variable\ncharge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved with selling portfolio securities to satisfy\na cash redemption. The Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so\nis in the best interests of Fund shareholders.

\n \n \n \n \n \n \n \n \n

Name of Fund	Fixed\n Redemption \n Transaction Fee	Maximum\n Variable \n Transaction Fee
Defiance Daily Target 2X Long Pasqal ETF	$300	2%

Procedures for Redemption of Creation Units.\nOrders to redeem Creation Units must generally be submitted in proper form to the Transfer Agent prior to the Closing Time, subject to\nthe Fund’s right to require an earlier submission as indicated under “Placement of Creation or Redemption Orders.” A\nredemption request is considered to be in “proper form” if (i) an Authorized Participant has transferred or caused to be transferred\nto the Trust’s Transfer Agent the Creation Unit(s) being redeemed through the book-entry system of DTC so as to be effective by\nthe time as set forth in the Participant Agreement and (ii) a request in form satisfactory to the Trust is received by the Transfer Agent\nfrom the Authorized Participant on behalf of itself or another redeeming investor within the time periods specified in the Participant\nAgreement. If the Transfer Agent does not receive the investor’s Shares through DTC’s facilities by the times and pursuant\nto the other terms and conditions set forth in the Participant Agreement, the redemption request shall be rejected.

The Authorized Participant must transmit the request\nfor redemption, in the form required by the Trust, to the Transfer Agent in accordance with procedures set forth in the Authorized Participant\nAgreement. Investors should be aware that their particular broker may not have executed an Authorized Participant Agreement, and that,\ntherefore, requests to redeem Creation Units may have to be placed by the investor’s broker through an Authorized Participant who\nhas executed an Authorized Participant Agreement. Investors making a redemption request should be aware that such request must be in the\nform specified by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit\nproper submission of the request by an Authorized Participant and transfer of the Shares to the Trust’s Transfer Agent; such investors\nshould allow for the additional time that may be required to effect redemptions through their banks, brokers or other financial intermediaries\nif such intermediaries are not Authorized Participants.

Additional Redemption Procedures. In connection\nwith taking delivery of Shares of Fund Securities upon redemption of Creation Units, a redeeming shareholder or Authorized Participant\nacting on behalf of such Shareholder must maintain appropriate custody arrangements with a qualified broker-dealer, bank, or other custody\nproviders in each jurisdiction in which any of the Fund Securities are customarily traded, to which account such Fund Securities will\nbe delivered. Deliveries of redemption proceeds will generally be made by the next Business Day following the trade date, as discussed\nabove.

The Trust may in its discretion exercise its option\ncause the Fund to redeem such Shares in cash, and the redeeming investor will be required to receive its redemption proceeds in cash.\nIn addition, an investor may request a redemption in cash that the applicable Fund may, in its sole discretion, permit. In either case,\nthe investor will receive a cash payment equal to the NAV of its Shares based on the NAV of Shares of such Fund next determined after\nthe redemption request is received in proper form (minus a redemption transaction fee, if applicable, and additional charge for requested\ncash redemptions specified above, to offset the Trust’s brokerage and other transaction costs associated with the disposition of\nFund Securities). The Fund may also, in its sole discretion, upon request of a shareholder, provide such redeemer a portfolio of securities\nthat differs from the exact composition of the Fund Securities but does not differ in NAV.

Redemptions of Shares for Fund Securities will\nbe subject to compliance with applicable federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions)\nreserves the right to redeem Creation Units for cash to the extent that the Trust could not lawfully deliver specific Fund Securities\nupon redemptions or could not do so without first registering the Fund Securities under such laws. An Authorized Participant or an investor\nfor which it is acting subject to a legal restriction with respect to a particular security included in the Fund Securities applicable\nto the redemption of Creation Units may be paid an equivalent amount of cash. The Authorized Participant may request the redeeming investor\nof the Shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payment. Further,\nan Authorized Participant that is not a “qualified institutional buyer,” (“QIB”) as such term is defined under\nRule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities eligible for resale under\nRule 144A. An Authorized Participant may be required by the Trust to provide a written confirmation with respect to QIB status to receive\nFund Securities.

The right of redemption may be suspended or the\ndate of payment postponed with respect to the Fund (1) for any period during which the Exchange is closed (other than customary weekend\nand holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which\nan emergency exists as a result of which disposal of the Shares of the Fund or determination of the NAV of the Shares is not reasonably\npracticable; or (4) in such other circumstance as is permitted by the SEC.

DETERMINATION OF NET ASSET VALUE

NAV per Share for the Fund is computed by dividing\nthe value of the net assets of the Fund (i.e., the value of its total assets, less total liabilities) by the total number of Shares outstanding,\nrounded to the nearest cent. Expenses and fees, including the management fees, are accrued daily and taken into account for the purpose\nof determining NAV. The NAV of the Fund is calculated by Global Fund Services and determined at the scheduled close of the regular trading\nsession on the NYSE (ordinarily 4:00 p.m., Eastern Time) on each day that the NYSE is open, provided that fixed-income assets may be valued\nas of the announced closing time for trading in fixed-income instruments on any day that the Securities Industry and Financial Markets\nAssociation (“SIFMA”) announces an early closing time.

In calculating a Fund’s NAV per Share, the\nFund’s investments are generally valued using market valuations. A market valuation generally means a valuation (1) obtained from\nan exchange, a pricing service, or a major market maker (or dealer), (2) based on a price quotation or other equivalent indication of\nvalue supplied by an exchange, a pricing service, or a major market maker (or dealer) or (3) based on amortized cost. In the case of shares\nof other funds that are not traded on an exchange, a market valuation means such fund’s published NAV per share. The Fund may use\nvarious pricing services, or discontinue the use of any pricing service, as approved by the Board from time to time. A price obtained\nfrom a pricing service based on such pricing service’s valuation matrix may be considered a market valuation. Any assets or liabilities\ndenominated in currencies other than the U.S. dollar are converted into U.S. dollars at the current market rates on the date of valuation\nas quoted by one or more sources.

The Fund values swap agreements based on the\nnature of the underlying reference asset or index. The Fund may use the closing price of the underlying reference asset, as provided by\nindependent pricing services, or evaluated prices generated by pricing vendors’ models. The Fund values exchange-traded options\nat the composite mean price, calculated as the average of the highest bid and lowest ask prices across the exchanges on which the option\nis principally traded.

When market prices are not “readily\navailable” or are deemed to be unreliable, consistent with Rule 2a-5 under the 1940 Act, the Trust and the Adviser have adopted\nprocedures and methodologies wherein the Adviser, serving as the Fund’s Valuation Designee (as defined in Rule 2a-5), determines\nthe fair value of Fund investments.

DIVIDENDS AND DISTRIBUTIONS

The following information supplements and should\nbe read in conjunction with the section in the Prospectus entitled “Dividends, Distributions, and Taxes.”

General Policies. The Fund seeks to pay\nout dividends and interest income, if any, annually, and distribute any net realized capital gains to its shareholders at least annually.

The Fund will declare and pay income and capital\ngain distributions, if any, in cash. Distributions of net realized capital gains, if any, generally are declared and paid once a year,\nbut the Fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code\nof 1986, as amended, (the “Code”), in all events in a manner consistent with the provisions of the 1940 Act.

Dividends and other distributions on Shares are\ndistributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through DTC Participants\nand Indirect Participants to Beneficial Owners then of record with proceeds received from the Trust.

The Fund makes additional distributions to the\nextent necessary (1) to distribute the entire annual taxable income of the Fund, plus any net capital gains and (2) to avoid imposition\nof the excise tax imposed by Section 4982 of the Code. Management of the Trust reserves the right to declare special dividends if, in\nits reasonable discretion, such action is necessary or advisable to preserve the Fund’s eligibility for treatment as a RIC or to\navoid imposition of income or excise taxes on undistributed income at the Fund level.

Dividend Reinvestment Service. The Trust\nwill not make the DTC book-entry dividend reinvestment service available for use by Beneficial Owners for reinvestment of their cash proceeds,\nbut certain individual broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners\nof the applicable Fund through DTC Participants for reinvestment of their dividend distributions. Investors should contact their brokers\nto ascertain the availability and description of these services. Beneficial Owners should be aware that each broker may require investors\nto adhere to specific procedures and timetables to participate in the dividend reinvestment service and investors should ascertain from\ntheir brokers such necessary details. If this service is available and used, dividend distributions of both income and realized gains\nwill be automatically reinvested in additional whole Shares of the applicable Fund issued by the Trust of the Fund at NAV per Share. Distributions\nreinvested in additional Shares will nevertheless be taxable to Beneficial Owners acquiring such additional Shares to the same extent\nas if such distributions had been received in cash.

U.S. FEDERAL INCOME TAXES

The following is only a summary of certain U.S.\nfederal income tax considerations generally affecting the Fund and their respective shareholders that supplements the discussion in the\nProspectus. No attempt is made to present a comprehensive explanation of the federal, state, local or foreign tax treatment of the Fund\nor their respective shareholders, and the discussion here and in the Prospectus is not intended to be a substitute for careful tax planning.

The following general discussion of certain U.S.\nfederal income tax consequences is based on provisions of the Code and the regulations issued thereunder as in effect on the date of this\nSAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein,\nand may have a retroactive effect with respect to the transactions contemplated herein.

The tax legislation commonly referred to as the\nTax Cuts and Jobs Act (the “Tax Act”) made significant changes to the U.S. federal income tax rules for taxation of individuals\nand corporations, generally effective for taxable years beginning after December 31, 2017. Many of the changes applicable to individuals\nare temporary and would apply only to taxable years before January 1, 2026. There were only minor changes with respect to the specific\nrules applicable to RICs, such as the Fund. The Tax Act, however, also made numerous other changes to the tax rules that may affect shareholders\nand the Fund. Subsequent legislation has modified certain changes to the U.S. federal income tax rules made by the Tax Act which may,\nin addition, affect shareholders and the Fund. You are urged to consult with your own tax advisor regarding how this legislation affects\nyour investment in the Fund.

Shareholders are urged to consult their own tax\nadvisers regarding the application of the provisions of tax law described in this SAI in light of the particular tax situations of the\nshareholders and regarding specific questions as to federal, state, local, or foreign taxes.

Taxation of the Fund. The Fund will\nelect and intends to qualify each year to be treated as a RIC under the Code. As such, the Fund should not be subject to U.S. federal\nincome taxes on its net investment income and capital gains, if any, to the extent that it timely distributes such income and capital\ngains to its shareholders. Generally, to be taxed as a RIC, the Fund must distribute in each taxable year at least 90% of its net investment\nincome for the taxable year, which includes, among other items, dividends, interest, net short-term capital gain and net foreign currency\ngain, less expenses, as well as 90% of its net tax-exempt interest income, if any (the “Distribution Requirement”) and also\nmust meet several additional requirements. Among these requirements are the following: (i) at least 90% of the Fund’s gross income\neach taxable year must be derived from dividends, interest, payments with respect to certain securities loans, gains from the sale or\nother disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such\nstock, securities or foreign currencies, and net income derived from interests in qualified publicly traded partnerships (the “Qualifying\nIncome Requirement”); and (ii) at the end of each quarter of the Fund’s taxable year, the Fund’s assets must be diversified\nso that (a) at least 50% of the value of the Fund’s total assets is represented by cash and cash items, U.S. government securities,\nsecurities of other RICs, and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater\nin value than 5% of the value of the Fund’s total assets and to not more than 10% of the outstanding voting securities of such issuer,\nand (b) not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or securities\nof other RICs) of any one issuer, the securities (other than securities of other RICs) of two or more issuers which the Fund controls\nand which are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded\npartnerships (the “Diversification Requirement”).

For purposes of the Diversification Requirement,\nexchange-traded options on a single security are, and swap contracts on a single security very likely are, treated as issued by the issuer\nof the underlying security, and not by the counter party, exchange or clearing house which legally issues the swap contract or option.\nThus, such swap contracts and options on a single security are treated as issued by a single issuer. The Fund will monitor its investments\nso that the value of swap contracts and options on shares of a single issuer does not exceed 25% of the Fund’s value at the close\nof any quarter, and that its holdings will not be concentrated to the extent that the Fund fails the 50% test at the close of any quarter.\nThere is no assurance that the Fund will be able to satisfy the Diversification Requirement. In some cases, identification of the issuer\n(or issuers) is uncertain under current law, and an adverse determination or future guidance by the IRS with respect to issuer identification\nfor a particular type of investment may adversely affect the Fund’s ability to meet the Diversification Test.

To the extent the Fund makes investments that\nmay generate income that is not qualifying income, including certain derivatives, the Fund will seek to restrict the resulting income\nfrom such investments so that the Fund’s non-qualifying income does not exceed 10% of its gross income.

Although the Fund intends to distribute substantially\nall of its net investment income and may distribute its capital gains for any taxable year, the Fund will be subject to U.S. federal income\ntaxation to the extent any such income or gains are not distributed. The Fund is treated as a separate corporation for U.S. federal income\ntax purposes. The Fund therefore is considered to be a separate entity in determining its treatment under the rules for RICs described\nherein. The requirements (other than certain organizational requirements) for qualifying RIC status are determined at the Fund level rather\nthan at the Trust level.

If the Fund fails to satisfy the Qualifying Income\nRequirement or the Diversification Requirement in any taxable year, the Fund may be eligible for relief provisions if the failures are\ndue to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements.\nAdditionally, relief is provided for certain de minimis failures of the Diversification Requirement where the Fund corrects the\nfailure within a specified period of time. To be eligible for the relief provisions with respect to a failure to meet the Diversification\nRequirement, the Fund may be required to dispose of certain assets. If these relief provisions were not available to the Fund and it were\nto fail to qualify for treatment as a RIC for a taxable year, all of its taxable income would be subject to tax at regular corporate rates\nwithout any deduction for distributions to shareholders, and its distributions (including capital gains distributions) generally would\nbe taxable to the shareholders of the applicable Fund as ordinary income dividends, subject to the dividends received deduction for corporate\nshareholders and the lower tax rates on qualified dividend income received by noncorporate shareholders, subject to certain limitations.\nTo requalify for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements\nfor that year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC.\nIf the Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay a fund-level\ntax on certain net built in gains recognized with respect to certain of its assets upon disposition of such assets within five years of\nqualifying as a RIC in a subsequent year. The Board reserves the right not to maintain the qualification of the Fund for treatment as\na RIC if it determines such course of action to be beneficial to shareholders. If the Fund determines that it will not qualify as a RIC,\nthe Fund will establish procedures to reflect the anticipated tax liability in the Fund’s NAV.

The Fund may elect to treat part or all of any\n“qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Fund’s taxable\nincome, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such “qualified\nlate year loss” as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar\nyear. A “qualified late year loss” generally includes net capital loss, net long-term capital loss, or net short-term capital\nloss incurred after October 31 of the current taxable year, subject to special rules in the event the Fund makes an election under Section\n4982(e)(4) of the Code, (commonly referred to as “post-October losses”), and certain other late-year losses.

Capital losses in excess of capital gains (“net\ncapital losses”) are not permitted to be deducted against a RIC’s net investment income. Instead, for U.S. federal income\ntax purposes, potentially subject to certain limitations, the Fund may carry a net capital loss from any taxable year forward indefinitely\nto offset its capital gains, if any, in years following the year of the loss. To the extent subsequent capital gains are offset by such\nlosses, they will not result in U.S. federal income tax liability to the Fund and may not be distributed as capital gains to its shareholders.\nGenerally, the Fund may not carry forward any losses other than net capital losses. The carryover of capital losses may be limited under\nthe general loss limitation rules if the Fund experiences an ownership change as defined in the Code.

The Fund will be subject to a nondeductible 4%\nfederal excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year an amount at least\nequal to 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net income for either the one-year period ending\non October 31 of that year, or, if the Fund makes an election under Section 4982(e)(4) of the Code, the Fund’s fiscal year, subject\nto an increase for any shortfall in the prior year’s distribution. The Fund intends to declare and distribute dividends and distributions\nin the amounts and at the times necessary to avoid the application of the excise tax, but can make no assurances that all such tax liability\nwill be eliminated.

The Fund intends to distribute substantially\nall of its net investment income and net capital gain to shareholders for each taxable year. If the Fund meets the Distribution Requirement\nbut retains some or all of its income or gains, it will be subject to U.S. federal income tax at regular corporate rates to the extent\nany such income or gains are not distributed. The Fund may elect to designate certain amounts retained as undistributed net capital gain\nas deemed distributions in a notice to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes,\nas long-term capital gain, their proportionate shares of the undistributed amount so designated, (ii) will be entitled to credit their\nproportionate shares of the income tax paid by the Fund on that undistributed amount against their U.S. federal income tax liabilities\nand to claim refunds to the extent such credits exceed their tax liabilities, and (iii) will be entitled to increase their tax basis,\nfor U.S. federal income tax purposes, in their Shares by an amount equal to the excess of the amount of undistributed net capital gain\nincluded in their respective income over their respective income tax credits.

Taxation of Shareholders – Distributions.\nThe Fund intends to distribute to its shareholders substantially all of its investment company taxable income (computed without regard\nto the deduction for dividends paid), its net tax-exempt income, if any, and any net capital gain (net long-term capital gains in excess\nof net short-term capital losses, taking into account any capital loss carryforwards). The distribution of investment company taxable\nincome (as so computed) and net capital gain will be taxable to Fund shareholders regardless of whether the shareholders receive these\ndistributions in cash or reinvest them in additional Shares.

The Fund (or your broker) will report to shareholders\nannually the amounts of dividends paid from ordinary income, the amount of distributions of net capital gain, the portion of dividends\nwhich may qualify for the dividends received deduction for corporate shareholders, and the portion of dividends which may qualify for\ntreatment as qualified dividend income, which is taxable to non-corporate shareholders at long-term capital gain rates.

Distributions from the Fund’s net capital\ngain will be taxable to shareholders at long-term capital gains rates, regardless of how long shareholders have held their Shares. Distributions\nmay be subject to state and local taxes.

Qualified dividend income includes, in general,\nsubject to certain holding period and other requirements, dividend income from taxable domestic corporations and certain “qualified\nforeign corporations.” Subject to certain limitations, “qualified foreign corporations” include those incorporated in\nterritories of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States, and\nother foreign corporations if the stock with respect to which the dividends are paid is readily tradable on an established securities\nmarket in the United States. Dividends received by the Fund from an ETF or an underlying fund taxable as a RIC or a REIT may be treated\nas qualified dividend income generally only to the extent so reported by such ETF, underlying fund or REIT. If 95% or more of the Fund’s\ngross income (calculated without taking into account net capital gain derived from sales or other dispositions of stock or securities)\nconsists of qualified dividend income, the Fund may report all distributions of such income as qualified dividend income.

Fund dividends will not be treated as qualified\ndividend income if the Fund does not meet certain holding period and other requirements with respect to dividend paying stocks in its\nportfolio, or the shareholder does not meet certain holding period and other requirements with respect to the Shares on which the dividends\nwere paid. Distributions by the Fund of its net short-term capital gains will be taxable to shareholders as ordinary income. Given the\ninvestment strategies of the Fund, it is unlikely that any dividends paid by the Fund will be qualified dividends or be eligible for the\ncorporate dividends paid deduction.

In the case of corporate shareholders, certain\ndividends received by the Fund from U.S. corporations (generally, dividends received by the Fund in respect of any share of stock (1)\nwith a tax holding period of at least 46 days during the 91-day period beginning on the date that is 45 days before the date on which\nthe stock becomes ex-dividend as to that dividend and (2) that is held in an unleveraged position) and distributed and appropriately so\nreported by the Fund may be eligible for the 50% dividends-received deduction. Certain preferred stock must have a holding period of at\nleast 91 days during the 181-day period beginning on the date that is 90 days before the date on which the stock becomes ex-dividend as\nto that dividend to be eligible. Capital gain dividends distributed to the Fund from other RICs are not eligible for the dividends-received\ndeduction. To qualify for the deduction, corporate shareholders must meet the minimum holding period requirement stated above with respect\nto their Shares, taking into account any holding period reductions from certain hedging or other transactions or positions that diminish\ntheir risk of loss with respect to their Shares, and, if they borrow to acquire or otherwise incur debt attributable to Shares, they may\nbe denied a portion of the dividends-received deduction with respect to those Shares.

Although dividends generally will be treated as\ndistributed when paid, any dividend declared by the Fund in October, November or December and payable to shareholders of record in such\na month that is paid during the following January will be treated for U.S. federal income tax purposes as received by shareholders on\nDecember 31 of the calendar year in which it was declared.

In addition to the U.S. federal income tax,\ncertain individuals, trusts and estates may be subject to a Net Investment Income (“NII”) tax of 3.8%. The NII tax is imposed\non the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to such income; or (ii) the amount by\nwhich such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly,\n$200,000 for unmarried individuals and $125,000 for married individuals filing separately). The Fund’s distributions are includable\nin a shareholder’s investment income for purposes of this NII tax. In addition, any capital gain realized by a shareholder upon\na sale or redemption of Fund shares is includable in such shareholder’s investment income for purposes of this NII tax.

Shareholders who have not held Shares for a full\nyear should be aware that the Fund may report and distribute, as ordinary dividends or capital gain dividends, a percentage of income\nthat is not equal to the percentage of the Fund’s ordinary income or net capital gain, respectively, actually earned during the\napplicable shareholder’s period of investment in the Fund. A taxable shareholder may wish to avoid investing in the Fund shortly\nbefore a dividend or other distribution, because the distribution will generally be taxable to the shareholder even though it may economically\nrepresent a return of a portion of the shareholder’s investment.

To the extent that the Fund makes a distribution\nof income received by the Fund in lieu of dividends (a “substitute payment”) with respect to securities on loan pursuant to\na securities lending transaction, such income will not constitute qualified dividend income to individual shareholders and will not be\neligible for the dividends received deduction for corporate shareholders.

If the Fund’s distributions exceed its earnings\nand profits, all or a portion of the distributions made for a taxable year may be recharacterized as a return of capital to shareholders.\nA return of capital distribution will generally not be taxable, but will reduce each shareholder’s cost basis in the Fund and result\nin a higher capital gain or lower capital loss when the Shares on which the distribution was received are sold. After a shareholder’s\nbasis in the Shares has been reduced to zero, distributions in excess of earnings and profits will be treated as gain from the sale of\nthe shareholder’s Shares.

Taxation of Shareholders – Sale of Shares.\nA sale or redemption of Shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of Shares\nwill be treated as long-term capital gain or loss if Shares have been held for more than 12 months. Otherwise, the gain or loss on the\ntaxable disposition of Shares will generally be treated as short-term capital gain or loss. Any loss realized upon a taxable disposition\nof Shares held for six months or less will be treated as long-term capital loss, rather than short-term capital loss, to the extent of\nany amounts treated as distributions to the shareholder of long-term capital gain with respect to such Shares (including any amounts credited\nto the shareholder as undistributed capital gains). All or a portion of any loss realized upon a taxable disposition of Shares may be\ndisallowed if substantially identical Shares are acquired (through the reinvestment of dividends or otherwise) within a 61-day period\nbeginning 30 days before and ending 30 days after the disposition. In such a case, the basis of the newly acquired Shares will be adjusted\nto reflect the disallowed loss.

The cost basis of Shares acquired by purchase\nwill generally be based on the amount paid for Shares and then may be subsequently adjusted for other applicable transactions as required\nby the Code. The difference between the selling price and the cost basis of Shares generally determines the amount of the capital gain\nor loss realized on the sale of Shares. Contact the broker through whom you purchased your Shares to obtain information with respect to\nthe available cost basis reporting methods and elections for your account.

An Authorized Participant who exchanges securities\nfor Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between the market value\nof the Creation Units at the time and the sum of the exchanger’s aggregate basis in the securities surrendered plus the amount of\ncash paid for such Creation Units. A person who redeems Creation Units will generally recognize a gain or loss equal to the difference\nbetween the exchanger’s basis in the Creation Units and the sum of the aggregate market value of any securities received plus the\namount of any cash received for such Creation Units. The Internal Revenue Service (“IRS”), however, may assert that a loss\nrealized upon an exchange of securities for Creation Units cannot currently be deducted under the rules governing “wash sales”\n(for a person, who does not mark-to-market its portfolio) or on the basis that there has been no significant change in economic position.

Any capital gain or loss realized upon the creation\nof Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation Units have\nbeen held for more than one year. Any capital gain or loss realized upon the redemption of Creation Units will generally be treated as\nlong-term capital gain or loss if the Shares composing the Creation Units have been held for more than one year. Otherwise, such capital\ngains or losses will generally be treated as short-term capital gains or losses. Any loss upon a redemption of Creation Units held for\nsix months or less may be treated as long-term capital loss to the extent of any amounts treated as distributions to the applicable Authorized\nParticipant of long-term capital gain with respect to the Creation Units (including any amounts credited to the Authorized Participant\nas undistributed capital gains).

The Trust, on behalf of the Fund, has the right\nto reject an order for Creation Units if the purchaser (or a group of purchasers) would, upon obtaining the Creation Units so ordered,\nown 80% or more of the outstanding Shares and if, pursuant to Section 351 of the Code, the Fund would have a basis in the deposit securities\ndifferent from the market value of such securities on the date of deposit. The Trust also has the right to require the provision of information\nnecessary to determine beneficial Share ownership for purposes of the 80% determination. If the Fund does issue Creation Units to a purchaser\n(or a group of purchasers) that would, upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares, the purchaser\n(or a group of purchasers) will not recognize gain or loss upon the exchange of securities for Creation Units.

Persons purchasing or redeeming Creation Units\nshould consult their own tax advisers with respect to the tax treatment of any creation or redemption transaction and whether the wash\nsales rule applies and when a loss may be deductible.

Taxation of Fund Investments. Certain of\nthe Fund’s investments may be subject to complex provisions of the Code (including provisions relating to hedging transactions,\nstraddles, integrated transactions, foreign currency contracts, forward foreign currency contracts, and notional principal contracts)\nthat, among other things, may affect the Fund’s ability to qualify as a RIC, affect the character of gains and losses realized by\nthe Fund (e.g., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses.\nThese rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require\nthe Fund to mark to market certain types of positions in its portfolio (i.e., treat them as if they were closed out) which may cause the\nFund to recognize income without the Fund receiving cash with which to make distributions in amounts sufficient to enable the Fund to\nsatisfy the RIC distribution requirements for avoiding fund-level income and excise taxes. The Fund intends to monitor its transactions,\nintends to make appropriate tax elections, and intends to make appropriate entries in its books and records to mitigate the effect of\nthese rules and preserve its qualification for treatment as a RIC. To the extent the Fund invests in an underlying fund that is taxable\nas a RIC, the rules applicable to the tax treatment of complex securities will also apply to the underlying funds that also invest in\nsuch complex securities and investments. In addition, because the tax rules applicable to such instruments may be uncertain under current\nlaw, an adverse determination or future IRS guidance with respect to these rules (which determination or guidance could be retroactive)\nmay affect whether the Fund has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification\nas a RIC and avoid a Fund-level tax.

Backup Withholding. The Fund will be required\nin certain cases to withhold (as “backup withholding”) on amounts payable to any shareholder who (1) fails to provide a correct\ntaxpayer identification number certified under penalty of perjury; (2) is subject to backup withholding by the IRS for failure to properly\nreport all payments of interest or dividends; (3) fails to provide a certified statement that it is not subject to “backup withholding;”\nor (4) fails to provide a certified statement that it is a U.S. person (including a U.S. resident alien). The backup withholding rate\nis at a rate set under Section 3406 of the Code. Backup withholding is not an additional tax and any amounts withheld may be credited\nagainst the shareholder’s ultimate U.S. federal income tax liability. Backup withholding will not be applied to payments that have\nbeen subject to the 30% withholding tax on shareholders who are neither citizens nor permanent residents of the United States.

Non-U.S. Shareholders. Any non-U.S. investors\nin the Fund may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisors prior to investing in the\nFund. Foreign shareholders (i.e., nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally\nsubject to a U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from taxable ordinary income.\nThe Fund may, under certain circumstances, report all or a portion of a dividend as an “interest-related dividend” or a “short-term\ncapital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements\nare met. Short-term capital gain dividends received by a nonresident alien individual who is present in the U.S. for a period or periods\naggregating 183 days or more during the taxable year are not exempt from this 30% withholding tax. Gains realized by foreign shareholders\nfrom the sale or other disposition of Shares generally are not subject to U.S. taxation, unless the recipient is an individual who is\nphysically present in the U.S. for 183 days or more per year (based on a formula that factors in presence in the U.S. during the two preceding\nyears as well). Foreign shareholders who fail to provide an applicable IRS form may be subject to backup withholding on certain payments\nfrom the Fund. Backup withholding will not be applied to payments that are subject to the 30% (or lower applicable treaty rate) withholding\ntax described in this paragraph. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within\nthe United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different\nthan those described above.

Under the Foreign Account Tax Compliance Act (“FATCA”),\nthe Fund may be required to withhold a generally nonrefundable 30% tax on distributions of net investment income paid to (a) certain “foreign\nfinancial institutions” unless such foreign financial institution agrees to verify, monitor, and report to the IRS the identity\nof certain of its account holders, among other items (or unless such entity is otherwise deemed compliant under the terms of an intergovernmental\nagreement between the United States and the foreign financial institution’s country of residence), and (b) certain “non-financial\nforeign entities” unless such entity certifies to the Fund that it does not have any substantial U.S. owners or provides the name,\naddress, and taxpayer identification number of each substantial U.S. owner, among other items. This FATCA withholding tax could also affect\nthe Fund’s return on its investments in foreign securities or affect a shareholder’s return if the shareholder holds its Fund\nshares through a foreign intermediary. You are urged to consult your tax adviser regarding the application of this FATCA withholding tax\nto your investment in the Fund and the potential certification, compliance, due diligence, reporting, and withholding obligations to which\nyou may become subject in order to avoid this withholding tax.

For foreign shareholders to qualify for an exemption\nfrom backup withholding, described above, the foreign shareholder must comply with special certification and filing requirements. Foreign\nshareholders in the Fund should consult their tax advisors in this regard.

Tax-Exempt Shareholders. Certain tax-exempt\nshareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k) plans, and other\ntax-exempt entities, generally are exempt from U.S. federal income taxation, except with respect to their unrelated business taxable income\n(“UBTI”). Tax-exempt entities are generally not permitted to offset losses from one unrelated trade or business against the\nincome or gain of another unrelated trade or business. Certain net losses incurred prior to January 1, 2018 are permitted to offset gain\nand income created by an unrelated trade or business, if otherwise available. Under current law, the Fund generally serves to block UBTI\nfrom being realized by its tax-exempt shareholders with respect to their shares of Fund income. However, notwithstanding the foregoing,\ntax-exempt shareholders could realize UBTI by virtue of their investment in the Fund if, for example, (1) the Fund invests in residual\ninterests of Real Estate Mortgage Investment Conduits (“REMICs”), (2) the Fund invests in a REIT that is a taxable mortgage\npool (“TMP”) or that has a subsidiary that is a TMP or that invests in the residual interest of a REMIC, or (3) Shares in\nthe Fund constitute debt-financed property in the hands of the tax-exempt shareholders within the meaning of section 514(b) of the Code.\nCharitable remainder trusts are subject to special rules and should consult their tax advisers. The IRS has issued guidance with respect\nto these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax\nadvisers regarding these issues.

Certain Potential Tax Reporting Requirements.\nUnder U.S. Treasury regulations, if a shareholder recognizes a loss on disposition of the Shares of $2 million or more for an individual\nshareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder\nmust file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted\nfrom this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Significant penalties may be imposed\nfor the failure to comply with the reporting requirements. The fact that a loss is reportable under these regulations does not affect\nthe legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors\nto determine the applicability of these regulations in light of their individual circumstances.

Other Issues. In those states which have\nincome tax laws, the tax treatment of the Fund and of shareholders of the Fund with respect to distributions by the Fund may differ from\nfederal tax treatment.

FINANCIAL STATEMENTS

Financial statements and annual reports will be\navailable after the Fund has completed a fiscal year of operations. When available, you may request a copy of the Fund’s annual\nCertified Shareholder Report at no charge by calling (833) 333-9383 or through the Fund’s website at www.defianceetfs.com.

TIDAL TRUST V

PART C: OTHER INFORMATION

Item 28. Exhibits

Exhibit \nNo.	Description of Exhibit
(a)	(i)	Certificate of Trust of Tidal Trust V (the “Trust” or the “Registrant”), previously filed with the Trust’s registration statement on Form N-1A on August 22, 2025, is hereby incorporated by reference.
	(ii)	Registrant’s Declaration of Trust, previously filed with the Trust’s registration statement on Form N-1A on August 22, 2025, is hereby incorporated by reference.
	(iii)	Organizational Documents for Defiance Compute Cayman Subsidiary (for Defiance Compute ETF)
		(1) Investment Advisory Agreement, previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(2) Memorandum and Articles of Association, previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(3) Certificate of Incorporation, previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(4) Tax Undertaking, previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(5) Form Of Private Investment Company Custodian Agreement, previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
	(iv)	Organizational Documents for Defiance BWET Cayman Subsidiary (for Defiance Daily Target 2X Long BWET ETF)
		(1) Investment Advisory Agreement – to be filed by subsequent amendment.
		(2) Memorandum and Articles of Association – to be filed by subsequent amendment.
		(3) Certificate of Incorporation – to be filed by subsequent amendment.
		(4) Tax Undertaking – to be filed by subsequent amendment.
		(5) Private Investment Company Custodian Agreement – to be filed by subsequent amendment.
(b)		Registrant’s By-Laws, previously filed with the Trust’s registration statement on Form N-1A on August 22, 2025, is hereby incorporated by reference.
(c)		Instruments Defining Rights of Security Holders – See relevant portions of Declaration of Trust and By-Laws.
(d)	(i)	Investment Advisory Agreement between the Trust and Tidal Investments LLC, previously filed with Pre-Effective Amendment No. 1 on Form N-1A on March 27, 2026, is incorporated herein by reference.
	(ii)	Investment Advisory Agreement to add the Defiance Compute ETF, Defiance Global Foundries ETF, Defiance Korea AI ETF, and Defiance Small Modular Reactor ETF, previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(1) First Amendment to Investment Advisory Agreement to add the Defiance China Memory ETF, Defiance China Semiconductor ETF, Defiance CoinDesk 5 Equal Weight ETF, Defiance Helium and Strategic Gases ETF, Defiance Korea Semiconductor ETF, Defiance KSM Israel 120 ETF, and Defiance Photonics ETF, previously filed with Post-Effective Amendment No. 43 on Form N-1A on August 21, 2026 and is incorporated herein by reference.
		(2) Second Amendment to Investment Advisory Agreement to add Defiance S&P Accelerator ETF, Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, Defiance Latin America Top 10 ETF, Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute vs. Legacy Software ETF, previously filed with Post-Effective Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
		(3) Third Amendment to Investment Advisory Agreement to add Defiance 2X Daily Long Photonics ETF, Defiance Daily Target 2X Long AMPG ETF, Defiance Daily Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF, Defiance Daily Target 2X Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance Daily Target 2X Long OPTX ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF, Defiance Daily Target 2x Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF, Defiance Daily Target 2x Long P ETF, Defiance Daily Target 2X Long STM ETF, Defiance Daily Target 2X Long SYM ETF, Defiance Daily Target 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, Defiance Daily Target 2X Long SHAZ ETF, Defiance Daily Target 2X Long Kioxia ETF, Defiance Daily Target 2X Long HYPE ETF, Defiance Pure Memory Daily 2X Strategy ETF, Defiance Daily Target 2X Long [NANO] ETF, Defiance Daily Target 2X Long Pasqal ETF, Defiance Daily Target 2X Long [AGLT] ETF, Defiance Brazil Sovereign Debt ETF and Defiance AI Infrastructure Bond ETF, previously filed with Post-Effective Amendment No. 70 on Form N-1A on September 30, 2026 and is incorporated herein by reference.

C-1

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		(4) Fourth Amendment to Investment Advisory Agreement to add Defiance Daily Target 2X Long Samsung ETF – to be filed by subsequent amendment.
		(5) Fifth Amendment to Investment Advisory Agreement to add Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF – to be filed by subsequent amendment.
		(6) Sixth Amendment to Investment Advisory Agreement to add Defiance Pre-IPO Leaders ETF – to be filed by subsequent amendment.
		(7) Seventh Amendment to Investment Advisory Agreement to add Defiance Daily Target 2X Long BWET ETF – to be filed by subsequent amendment.
		(8) Eighth Amendment to Investment Advisory Agreement to add Defiance China Quantum ETF –\n to be filed by subsequent amendment.
(e)	(i)	Distribution Agreement between the Trust and Foreside Fund Services, LLC (adding Defiance Compute ETF, Defiance Korea AI ETF, Defiance Small Modular Reactor ETF and Defiance Global Foundries ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(1) First Amendment to the Distribution Agreement (Defiance China Memory ETF, Defiance China Semiconductor ETF, Defiance CoinDesk 5 Equal Weight ETF, Defiance Helium and Strategic Gases ETF, Defiance Korea Semiconductor ETF, Defiance KSM Israel 120 ETF, and Defiance Photonics ETF), previously filed with Post-Effective Amendment No. 51 on Form N-1A on August 28, 2026 and is incorporated herein by reference.
		(2) Second Amendment to the Distribution Agreement (adding Defiance S&P Accelerator ETF, Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, Defiance Latin America Top 10 ETF, Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute vs. Legacy Software ETF), previously filed with Post-Effective Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
		(3) Third Amendment to the Distribution Agreement (adding Defiance 2X Daily Long Photonics ETF, Defiance Daily Target 2X Long AMPG ETF, Defiance Daily Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF, Defiance Daily Target 2X Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance Daily Target 2X Long OPTX ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF, Defiance Daily Target 2x Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF, Defiance Daily Target 2x Long P ETF, Defiance Daily Target 2X Long STM ETF, Defiance Daily Target 2X Long SYM ETF, Defiance Daily Target 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, Defiance Daily Target 2X Long SHAZ ETF, Defiance Daily Target 2X Long Kioxia ETF, Defiance Daily Target 2X Long HYPE ETF, Defiance Pure Memory Daily 2X Strategy ETF, Defiance Daily Target 2X Long [NANO] ETF, Defiance Daily Target 2X Long Pasqal ETF, Defiance Daily Target 2X Long [AGLT] ETF, Defiance Brazil Sovereign Debt ETF and Defiance AI Infrastructure Bond ETF), previously filed with Post-Effective Amendment No. 74 on Form N-1A on October 2, 2026 and is incorporated herein by reference.
		(4) Fourth Amendment to the Distribution Agreement (adding Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
		(5) Fifth Amendment to Distribution Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by subsequent amendment.
		(6) Sixth Amendment to the Distribution Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(7) Seventh Amendment to the Distribution Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment to the Distribution Agreement (adding Defiance China Quantum ETF) –\n to be filed by subsequent amendment.
	(ii)	Distribution Agreement between the Trust and Ultimus Fund Distributors, LLC & Northern Lights Distributors, LLC – to be filed by subsequent amendment.
	(iii)	Form of Authorized Participant Agreement – to be filed by subsequent amendment.

C-2

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(f)		Not applicable.
(g)		Custodian Agreement between the Trust and U.S. Bank National Association, previously filed with Pre-Effective Amendment No. 1 on Form N-1A on March 27, 2026, is incorporated herein by reference.
		(1) First Amendment to the Custodian Agreement (adding Defiance Compute ETF, Defiance Korea AI ETF, Defiance Small Modular Reactor ETF and Defiance Global Foundries ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(2) Second Amendment to the Custodian Agreement (adding Defiance China Memory ETF, Defiance China Semiconductor ETF, Defiance CoinDesk 5 Equal Weight ETF, Defiance Helium and Strategic Gases ETF, Defiance Korea Semiconductor ETF, Defiance KSM Israel 120 ETF, and Defiance Photonics ETF), previously filed with Post-Effective Amendment No. 53 on Form N-1A on September 3, 2026 and is incorporated herein by reference.
		(3) Third Amendment to the Custodian Agreement (adding Defiance S&P Accelerator ETF, Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, Defiance Latin America Top 10 ETF, Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute vs. Legacy Software ETF), previously filed with Post-Effective Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
		(4) Fourth Amendment to the Custodian Agreement (adding Defiance 2X Daily Long Photonics ETF, Defiance Daily Target 2X Long AMPG ETF, Defiance Daily Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF, Defiance Daily Target 2X Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance Daily Target 2X Long OPTX ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF, Defiance Daily Target 2x Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF, Defiance Daily Target 2x Long P ETF, Defiance Daily Target 2X Long STM ETF, Defiance Daily Target 2X Long SYM ETF, Defiance Daily Target 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, Defiance Daily Target 2X Long SHAZ ETF, Defiance Daily Target 2X Long Kioxia ETF, Defiance Daily Target 2X Long HYPE ETF, Defiance Pure Memory Daily 2X Strategy ETF, Defiance Daily Target 2X Long [NANO] ETF, Defiance Daily Target 2X Long Pasqal ETF, Defiance Daily Target 2X Long [AGLT] ETF, Defiance Brazil Sovereign Debt ETF and Defiance AI Infrastructure Bond ETF), previously filed with Post-Effective Amendment No. 74 on Form N-1A on October 2, 2026 and is incorporated herein by reference.
		(5) Fifth Amendment to the Custodian Agreement (adding Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
		(6) Sixth Amendment to the Custodian Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by subsequent amendment.
		(7) Seventh Amendment to the Custodian Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment to the Custodian Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
		(9) Ninth Amendment to the Custodian Agreement (adding Defiance China Quantum ETF) –\n to be filed by subsequent amendment.
(h)	(i)	Fund Administration Servicing Agreement between the Trust and Tidal ETF Services LLC, previously filed with Pre-Effective Amendment No. 1 on Form N-1A on March 27, 2026, is incorporated herein by reference.
		(1) First Amendment to the Fund Administration Servicing Agreement (adding Defiance Compute ETF, Defiance Korea AI ETF, Defiance Small Modular Reactor ETF and Defiance Global Foundries ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(2) Second Amendment to the Fund Administration Servicing Agreement (adding Defiance China Memory ETF, Defiance China Semiconductor ETF, Defiance CoinDesk 5 Equal Weight ETF, Defiance Helium and Strategic Gases ETF, Defiance Korea Semiconductor ETF, Defiance KSM Israel 120 ETF, and Defiance Photonics ETF), previously filed with Post-Effective Amendment No. 51 on Form N-1A on August 28, 2026 and is incorporated herein by reference.
		(3) Third Amendment to the Fund Administration Servicing Agreement (adding Defiance S&P Accelerator ETF, Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, Defiance Latin America Top 10 ETF, Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute vs. Legacy Software ETF), previously filed with Post-Effective Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.

C-3

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		(4) Fourth Amendment to the Fund Administration Servicing Agreement (adding Defiance 2X Daily Long Photonics ETF, Defiance Daily Target 2X Long AMPG ETF, Defiance Daily Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF, Defiance Daily Target 2X Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance Daily Target 2X Long OPTX ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF, Defiance Daily Target 2x Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF, Defiance Daily Target 2x Long P ETF, Defiance Daily Target 2X Long STM ETF, Defiance Daily Target 2X Long SYM ETF, Defiance Daily Target 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, Defiance Daily Target 2X Long SHAZ ETF, Defiance Daily Target 2X Long Kioxia ETF, Defiance Daily Target 2X Long HYPE ETF, Defiance Pure Memory Daily 2X Strategy ETF, Defiance Daily Target 2X Long [NANO] ETF, Defiance Daily Target 2X Long Pasqal ETF, Defiance Daily Target 2X Long [AGLT] ETF, Defiance Brazil Sovereign Debt ETF and Defiance AI Infrastructure Bond ETF), previously filed with Post-Effective Amendment No. 70 on Form N-1A on September 30, 2026 and is incorporated herein by reference.
		(5) Fifth Amendment to the Fund Administration Servicing Agreement (adding Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
		(6) Sixth Amendment to the Fund Administration Servicing Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by subsequent amendment.
		(7) Seventh Amendment to the Fund Administration Servicing Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment to the Fund Administration Servicing Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
		(9) Ninth Amendment to the Fund Administration Servicing Agreement (adding Defiance China Quantum\n ETF) – to be filed by subsequent amendment.
	(ii)	Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services, previously filed with Pre-Effective Amendment No. 1 on Form N-1A on March 27, 2026, is incorporated herein by reference.
		(1) First Amendment to the Fund Accounting Servicing Agreement (adding Defiance Compute ETF, Defiance Korea AI ETF, Defiance Small Modular Reactor ETF and Defiance Global Foundries ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(2) Second Amendment to the Fund Accounting Servicing Agreement (adding Defiance China Memory ETF, Defiance China Semiconductor ETF, Defiance CoinDesk 5 Equal Weight ETF, Defiance Helium and Strategic Gases ETF, Defiance Korea Semiconductor ETF, Defiance KSM Israel 120 ETF, and Defiance Photonics ETF), previously filed with Post-Effective Amendment No. 53 on Form N-1A on September 3, 2026 and is incorporated herein by reference.
		(3) Third Amendment to the Fund Accounting Servicing Agreement (adding Defiance S&P Accelerator ETF, Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, Defiance Latin America Top 10 ETF, Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute vs. Legacy Software ETF), previously filed with Post-Effective Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
		(4) Fourth Amendment to the Fund Accounting Servicing Agreement (adding Defiance 2X Daily Long Photonics ETF, Defiance Daily Target 2X Long AMPG ETF, Defiance Daily Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF, Defiance Daily Target 2X Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance Daily Target 2X Long OPTX ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF, Defiance Daily Target 2x Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF, Defiance Daily Target 2x Long P ETF, Defiance Daily Target 2X Long STM ETF, Defiance Daily Target 2X Long SYM ETF, Defiance Daily Target 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, Defiance Daily Target 2X Long SHAZ ETF, Defiance Daily Target 2X Long Kioxia ETF, Defiance Daily Target 2X Long HYPE ETF, Defiance Pure Memory Daily 2X Strategy ETF, Defiance Daily Target 2X Long [NANO] ETF, Defiance Daily Target 2X Long Pasqal ETF, Defiance Daily Target 2X Long [AGLT] ETF, Defiance Brazil Sovereign Debt ETF and Defiance AI Infrastructure Bond ETF), previously filed with Post-Effective Amendment No. 74 on Form N-1A on October 2, 2026 and is incorporated herein by reference.

C-4

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		(5) Fifth Amendment to the Fund Accounting Servicing Agreement (adding Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
		(6) Sixth Amendment to the Fund Accounting Servicing Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by subsequent amendment.
		(7) Seventh Amendment to the Fund Accounting Servicing Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment to the Fund Accounting Servicing Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
		(9) Ninth Amendment to the Fund Accounting Servicing Agreement (adding Defiance China Quantum ETF) –\n to be filed by subsequent amendment.
	(iii)	Transfer Agent Agreement between the Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services, previously filed with Pre-Effective Amendment No. 1 on Form N-1A on March 27, 2026, is incorporated herein by reference.
		(1) First Amendment to the Transfer Agent Agreement (adding Defiance Compute ETF, Defiance Korea AI ETF, Defiance Small Modular Reactor ETF and Defiance Global Foundries ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(2) Second Amendment to the Transfer Agent Agreement (adding Defiance China Memory ETF, Defiance China Semiconductor ETF, Defiance CoinDesk 5 Equal Weight ETF, Defiance Helium and Strategic Gases ETF, Defiance Korea Semiconductor ETF, Defiance KSM Israel 120 ETF, and Defiance Photonics ETF), previously filed with Post-Effective Amendment No. 53 on Form N-1A on September 3, 2026 and is incorporated herein by reference.
		(3) Third Amendment to the Transfer Agent Agreement (adding Defiance S&P Accelerator ETF, Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, Defiance Latin America Top 10 ETF, Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute vs. Legacy Software ETF), previously filed with Post-Effective Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
		(4) Fourth Amendment to the Transfer Agent Agreement (adding Defiance 2X Daily Long Photonics ETF, Defiance Daily Target 2X Long AMPG ETF, Defiance Daily Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF, Defiance Daily Target 2X Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance Daily Target 2X Long OPTX ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF, Defiance Daily Target 2x Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF, Defiance Daily Target 2x Long P ETF, Defiance Daily Target 2X Long STM ETF, Defiance Daily Target 2X Long SYM ETF, Defiance Daily Target 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, Defiance Daily Target 2X Long SHAZ ETF, Defiance Daily Target 2X Long Kioxia ETF, Defiance Daily Target 2X Long HYPE ETF, Defiance Pure Memory Daily 2X Strategy ETF, Defiance Daily Target 2X Long [NANO] ETF, Defiance Daily Target 2X Long Pasqal ETF, Defiance Daily Target 2X Long [AGLT] ETF, Defiance Brazil Sovereign Debt ETF and Defiance AI Infrastructure Bond ETF), previously filed with Post-Effective Amendment No. 74 on Form N-1A on October 2, 2026 and is incorporated herein by reference.
		(5) Fifth Amendment to the Transfer Agent Agreement (adding Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
		(6) Sixth Amendment to the Transfer Agent Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by subsequent amendment.
		(7) Seventh Amendment to the Transfer Agent Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment to the Transfer Agent Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
		(9) Ninth Amendment to the Transfer Agent Agreement (adding Defiance China Quantum ETF) –\n to be filed by subsequent amendment.

C-5

	(iv)	Powers of Attorney, previously filed with Post-Effective Amendment No. 12 on Form N-1A on June 8, 2026, is incorporated herein by reference.
(i)	(i)	Opinion and Consent of Counsel (for Robotaxi ETF) – to be filed by subsequent amendment.
	(ii)	Opinion and Consent of Counsel (for Defiance Daily Target 2x Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF, Defiance Daily Target 2x Long P ETF, Defiance Daily Target 2X Long STM ETF, and Defiance Daily Target 2X Long SYM ETF), previously filed with Post-Effective Amendment No. 72 on Form N-1A on October 1, 2026, is incorporated herein by reference.
	(iii)	Opinion and Consent of Counsel (for Defiance Compute ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
	(iv)	Opinion and Consent of Counsel (for Defiance Pure Memory Daily 2X Strategy ETF), previously filed with Post-Effective Amendment No. 70 on Form N-1A on September 30, 2026 and is incorporated herein by reference.
	(v)	Opinion and Consent of Counsel (for Defiance Korea AI ETF, Defiance Korea Semiconductor ETF and Defiance China Semiconductor ETF), previously filed with Post-Effective Amendment No. 43 on Form N-1A on August 21, 2026 and is incorporated herein by reference.
	(vi)	Opinion and Consent of Counsel (for Defiance Small Modular Reactor ETF), previously filed with Post-Effective Amendment No. 30 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
	(vii)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, and Defiance Daily Target 2X Long SHAZ ETF), previously filed with Post-Effective Amendment No. 73 on Form N-1A on October 1, 2026 and is incorporated herein by reference.
	(viii)	Opinion and Consent of Counsel (for Defiance KSM Israel 120 ETF and Defiance CoinDesk 5 Equal Weight ETF), previously filed with Post-Effective Amendment No. 46 on Form N-1A on August 24, 2026 and is incorporated herein by reference.
	(ix)	Opinion and Consent of Counsel (for Defiance Helium and Strategic Gases ETF), previously filed with Post-Effective Amendment No. 69 on Form N-1A on September 25, 2026 and is incorporated herein by reference.
	(x)	Opinion and Consent of Counsel (for Defiance 2X Daily Long Photonics ETF) – to be filed by subsequent amendment.
	(xi)	Opinion and Consent of Counsel (for Defiance Global Foundries ETF), previously filed with Post-Effective Amendment No. 50 on Form N-1A on August 28, 2026 and is incorporated herein by reference.
	(xii)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long Kioxia ETF) – to be filed by subsequent amendment.
	(xiii)	Opinion and Consent of Counsel (for Defiance Photonics ETF), previously filed with Post-Effective Amendment No. 53 on Form N-1A on September 3, 2026 and is incorporated herein by reference.
	(xiv)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long AMPG ETF, Defiance Daily Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF, Defiance Daily Target 2X Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance Daily Target 2X Long OPTX ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF) – to be filed by subsequent amendment.
	(xv)	Opinion and Consent of Counsel (for Defiance China Memory ETF), previously filed with Post-Effective Amendment No. 51 on Form N-1A on August 28, 2026 and is incorporated herein by reference.
	(xvi)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long HYPE ETF) – to be filed by subsequent amendment.
	(xvii)	Opinion and Consent of Counsel (for Defiance S&P Accelerator ETF), previously filed with Post-Effective Amendment No. 64 on Form N-1A on September 17, 2026 and is incorporated herein by reference.
	(xviii)	Opinion and Consent of Counsel (for Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, and Defiance Latin America Top 10 ETF), previously filed with Post-Effective Amendment No. 74 on Form N-1A on October 2, 2026 and is incorporated herein by reference.
	(xix)	Opinion and Consent of Counsel (for Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute vs. Legacy Software ETF), previously filed with Post-Effective Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
	(xx)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long [NANO] ETF) – to be filed by subsequent amendment.
	(xxi)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long Pasqal ETF) –filed herewith.
	(xxii)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long [AGLT] ETF) – to be filed by subsequent amendment.
	(xxiii)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.

C-6

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(xxiv)	Opinion and Consent of Counsel (for Defiance AI Infrastructure Bond ETF) – to be filed by subsequent amendment.
	(xxv)	Opinion and Consent of Counsel (for Defiance China Quantum ETF) – to be filed by subsequent amendment.
	(xxvi)	Opinion and Consent of Counsel (for Defiance Brazil Sovereign Debt ETF) – to be filed by subsequent amendment.
	(xxvii)	Opinion and Consent of Counsel (for Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by subsequent amendment.
	(xxviii)	Opinion and Consent of Counsel (for Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
	(xxix)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
(j)		Consent of Independent Registered Public Accounting Firm – filed herewith.
(k)		Not applicable.
(l)	(i)	Subscription Agreement – to be filed by subsequent amendment.
	(ii)	Letter of Representations between the Trust and Depository Trust Company – to be filed by subsequent amendment.
(m)		Amended and Restated Rule 12b-1 Plan, previously filed with Post-Effective Amendment No. 70 on Form N-1A on September 30, 2026 and is incorporated herein by reference.
(n)		Not applicable.
(o)		Reserved.
(p)	(i)	Code of Ethics for Tidal Trust V, previously filed with the Trust’s registration statement on Form N-1A on August 22, 2025, is hereby incorporated by reference.
	(ii)	Code of Ethics for Tidal Investments LLC, previously filed with the Trust’s registration statement on Form N-1A on August 22, 2025, is hereby incorporated by reference.
	(iii)	Code of Ethics for Distributor – not applicable per Rule 17j-1(c)(3).

Item 29. Persons Controlled by or Under Common\nControl with Registrant

No person is directly or indirectly controlled\nby or under common control with the Registrant.

Item 30. Indemnification

Reference is made to Article VII of the Registrant’s\nDeclaration of Trust. The general effect of this provision is to indemnify the Trustees, officers, employees and other agents of the Trust\nwho are parties pursuant to any proceeding by reason of their actions performed in their scope of service on behalf of the Trust.

Pursuant to Rule 484 under the Securities Act of 1933, as amended\n(the “Securities Act”), the Registrant furnishes the following undertaking: “Insofar as indemnification for liability\narising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to\nthe foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission\nsuch indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a\nclaim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee,\nofficer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee,\nofficer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel\nthe matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification\nby it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.”

Item 31. Business and Other Connections of Investment Adviser

This Item\nincorporates by reference each investment adviser’s Uniform Application for Investment Adviser Registration (Form ADV) on file\nwith the SEC, as listed below. Each Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.\nAdditional information as to any other business, profession, vocation or employment of a substantial nature engaged in by each officer\nand director of the below-listed investment advisers is included in the Trust’s Statement of Additional Information.

\n \n \n \n \n \n \n

Investment Adviser	SEC File No.
Tidal Investments LLC	801-76857

C-7

Item 32. Principal Underwriters

\n \n \n \n

(i)(a)

Foreside Fund Services, LLC (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

1.	AB Active ETFs, Inc.
2.	ABS Long/Short Strategies Fund
3.	ActivePassive Core Bond ETF, Series of Trust for Professional Managers
4.	ActivePassive Intermediate Municipal Bond ETF, Series of Trust for Professional Managers
5.	ActivePassive International Equity ETF, Series of Trust for Professional Managers
6.	ActivePassive U.S. Equity ETF, Series of Trust for Professional Managers
7.	AdvisorShares Trust
8.	AFA Private Credit Fund
9.	AGF Investments Trust
10.	AIM ETF Products Trust
11.	Alexis Practical Tactical ETF, Series of Listed Funds Trust
12.	AlphaCentric Prime Meridian Income Fund
13.	Alternative Strategies Income Fund
14.	American Century ETF Trust
15.	AMG ETF Trust
16.	Amplify ETF Trust
17.	Applied Finance Dividend Fund, Series of World Funds Trust
18.	Applied Finance Explorer Fund, Series of World Funds Trust
19.	Applied Finance Select Fund, Series of World Funds Trust
20.	Ardian Access LLC
21.	ARK ETF Trust
22.	ARK Venture Fund
23.	Bitwise Funds Trust
24.	BondBloxx ETF Trust
25.	Bramshill Multi-Strategy Income Fund, Series of Investment Managers Series Trust
26.	Bridgeway Funds, Inc.
27.	Brinker Capital Destinations Trust
28.	Brookfield Real Assets Income Fund Inc.
29.	Build Funds Trust
30.	Calamos Convertible and High Income Fund
31.	Calamos Convertible Opportunities and Income Fund
32.	Calamos Dynamic Convertible and Income Fund
33.	Calamos Global Dynamic Income Fund
34.	Calamos Global Total Return Fund
35.	Calamos Strategic Total Return Fund
36.	Carlyle Tactical Private Credit Fund
37.	Cascade Private Capital Fund
38.	Catalyst/Perini Strategic Income Fund
39.	CBRE Global Real Estate Income Fund
40.	Cliffwater Corporate Lending Fund
41.	Cliffwater Enhanced Lending Fund
42.	Coatue Innovative Strategies Fund
43.	Cohen & Steers ETF Trust
44.	Convergence Long/Short Equity ETF, Series of Trust for Professional Managers
45.	Curasset Capital Management Core Bond Fund, Series of World Funds Trust
46.	Curasset Capital Management Limited Term Income Fund, Series of World Funds Trust
47.	CYBER HORNET S&P 500^®and Bitcoin 75/25 Strategy ETF, Series of CYBER HORNET Trust
48.	Davis Fundamental ETF Trust
49.	Defiance Autism Impact ETF, Series of ETF Series Solutions
50.	Defiance BMNR Option Income ETF, Series of ETF Series Solutions
51.	Defiance Connective Technologies ETF, Series of ETF Series Solutions
52.	Defiance Drone and Modern Warfare ETF, Series of ETF Series Solutions
53.	Defiance Quantum ETF, Series of ETF Series Solutions
54.	Defiance Retail Kings ETF, Series of ETF Series Solutions

C-8

55.	Defiance US 100 Tech AI Moat ETF, Series of ETF Series Solutions
56.	Defiance US 100 Tech Ex Software ETF, Series of ETF Series Solutions
57.	Denali Structured Return Strategy Fund
58.	Dodge & Cox Funds
59.	DoubleLine ETF Trust
60.	DoubleLine Income Solutions Fund
61.	DoubleLine Opportunistic Credit Fund
62.	DoubleLine Yield Opportunities Fund
63.	DriveWealth ETF Trust
64.	EIP Investment Trust
65.	Ellington Income Opportunities Fund
66.	ETF Opportunities Trust
67.	Exchange Listed Funds Trust
68.	Exchange Place Advisors Trust
69.	FIS Trust
70.	FlexShares Trust
71.	Fortuna Hedged Bitcoin ETF, Series of Listed Funds Trust
72.	Forum Funds
73.	Forum Funds II
74.	Forum Real Estate Income Fund
75.	GMO ETF Trust
76.	GoldenTree Opportunistic Credit Fund
77.	Gramercy Emerging Markets Debt Fund, Series of Investment Managers Series Trust
78.	Grayscale Funds Trust
79.	Guinness Atkinson Funds
80.	Harbor ETF Trust
81.	Harris Oakmark ETF Trust
82.	Hawaiian Tax-Free Trust
83.	Horizon Kinetics Blockchain Development ETF, Series of Listed Funds Trust
84.	Horizon Kinetics Energy and Remediation ETF, Series of Listed Funds Trust
85.	Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust
86.	Horizon Kinetics Japan Owner Operator ETF, Series of Listed Funds Trust
87.	Horizon Kinetics Medical ETF, Series of Listed Funds Trust
88.	Horizon Kinetics SPAC Active ETF, Series of Listed Funds Trust
89.	Horizon Kinetics Texas ETF, Series of Listed Funds Trust
90.	Innovator ETFs Trust
91.	Ironwood Institutional Multi-Strategy Fund LLC
92.	Ironwood Multi-Strategy Fund LLC
93.	Jensen Quality Growth ETF, Series of Trust for Professional Managers
94.	John Hancock Exchange-Traded Fund Trust
95.	Kurv ETF Trust
96.	Lazard Active ETF Trust
97.	LDR High Income Realty Fund, Series of World Funds Trust
98.	Lone Peak Value Fund, Series of World Funds Trust
99.	Mairs & Power Balanced Fund, Series of Trust for Professional Managers
100.	Mairs & Power Fund, Series of Trust for Professional Managers
101.	Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers
102.	Mairs & Power Small Cap Fund, Series of Trust for Professional Managers
103.	Manor Investment Funds
104.	Milliman Funds Trust
105.	MoA Funds Corporation
106.	Moerus Worldwide Fund, Series of Northern Lights Fund Trust IV
107.	Morgan Stanley ETF Trust
108.	Morgan Stanley Pathway Large Cap Equity ETF, Series of Morgan Stanley Pathway Funds
109.	Morgan Stanley Pathway Small-Mid Cap Equity ETF, Series of Morgan Stanley Pathway Funds
110.	Morningstar Funds Trust
111.	NEOS ETF Trust
112.	Niagara Income Opportunities Fund
113.	NXG Cushing^® Midstream Energy Fund
114.	NXG NextGen Infrastructure Income Fund
115.	OTG Latin American Fund, Series of World Funds Trust

C-9

116.	Overlay Shares Core Bond ETF, Series of Listed Funds Trust
117.	Overlay Shares Enhanced Equity Fund, Series of Listed Funds Trust
118.	Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust
119.	Overlay Shares Hedged Equity Fund, Series of Listed Funds Trust
120.	Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust
121.	Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust
122.	Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust
123.	Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust
124.	Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust
125.	Palmer Square Funds Trust
126.	Palmer Square Opportunistic Income Fund
127.	Partners Group Private Income Opportunities, LLC
128.	Philotimo Focused Growth and Income Fund, Series of World Funds Trust
129.	Plan Investment Fund, Inc.
130.	Point Bridge America First ETF, Series of ETF Series Solutions
131.	Precidian ETFs Trust
132.	Rareview 2x Bull Cryptocurrency & Precious Metals ETF, Series of Collaborative Investment Series Trust
133.	Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust
134.	Rareview Systematic Equity ETF, Series of Collaborative Investment Series Trust
135.	Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust
136.	Rareview Total Return Bond ETF, Series of Collaborative Investment Series Trust
137.	Renaissance Capital Greenwich Funds
138.	REX ETF Trust
139.	Reynolds Funds, Inc.
140.	RMB Investors Trust
141.	Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust
142.	Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust
143.	Roundhill Ball Metaverse ETF, Series of Listed Funds Trust
144.	Roundhill Cannabis ETF, Series of Listed Funds Trust
145.	Roundhill ETF Trust
146.	Roundhill Magnificent Seven ETF, Series of Listed Funds Trust
147.	Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust
148.	Roundhill Video Games ETF, Series of Listed Funds Trust
149.	Rule One Fund, Series of World Funds Trust
150.	Russell Investments Exchange Traded Funds
151.	Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust
152.	Six Circles Trust
153.	Sound Shore Fund, Inc.
154.	SP Funds Trust
155.	Sparrow Funds
156.	Spear Alpha ETF, Series of Listed Funds Trust
157.	STF Tactical Growth & Income ETF, Series of Listed Funds Trust
158.	STF Tactical Growth ETF, Series of Listed Funds Trust
159.	Strategic Trust
160.	Strategy Shares
161.	Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust
162.	Tekla World Healthcare Fund
163.	Tema ETF Trust
164.	The 2023 ETF Series Trust
165.	The Community Development Fund
166.	The Cook & Bynum Fund, Series of World Funds Trust
167.	The Private Shares Fund
168.	The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust
169.	Third Avenue Trust
170.	Third Avenue Variable Series Trust
171.	Tidal Trust I
172.	Tidal Trust II
173.	Tidal Trust III
174.	Tidal Trust IV
175.	TIFF Investment Program
176.	Timothy Plan Free Cash Flow ETF, Series of The Timothy Plan

C-10

177.	Timothy Plan Free Cash Flow Growth ETF, Series of The Timothy Plan
178.	Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan
179.	Timothy Plan Fixed Income ETF, Series of The Timothy Plan
180.	Timothy Plan International ETF, Series of The Timothy Plan
181.	Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan
182.	Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan
183.	Total Fund Solution
184.	Touchstone ETF Trust
185.	Trailmark Series Trust
186.	T-Rex 2X Inverse Bitcoin Daily Target ETF, Series of World Funds Trust
187.	T-Rex 2X Long Bitcoin Daily Target ETF, Series of World Funds Trust
188.	T-Rex 2x Long Ether Daily Target ETF
189.	U.S. Global Investors Funds
190.	Union Street Partners Value Fund, Series of World Funds Trust
191.	Vest Bitcoin Strategy Managed Volatility Fund, Series of World Funds Trust
192.	Vest S&P 500^® Dividend Aristocrats Target Income Fund, Series of World Funds Trust
193.	Vest US Large Cap 10% Buffer Strategies Fund, Series of World Funds Trust
194.	Vest US Large Cap 20% Buffer Strategies Fund, Series of World Funds Trust
195.	Virtus Stone Harbor Emerging Markets Income Fund
196.	Volatility Shares Trust
197.	WEBs ETF Trust
198.	Wedbush Series Trust
199.	Wellington Global Multi-Strategy Fund
200.	Wilshire Mutual Funds, Inc.
201.	Wilshire Variable Insurance Trust
202.	WisdomTree Trust

\n \n \n \n

(i)(b)

The following are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is 190 Middle Street, Suite 301, Portland, Maine 04101.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Address	Position with Underwriter	Position \nwith \nRegistrant

Teresa Cowan	190 Middle Street, Suite 301 \nPortland, ME 04101	President/Manager	None
Chris Lanza	190 Middle Street, Suite 301 \nPortland, ME 04101	Vice President	None
Kate Macchia	190 Middle Street, Suite 301 \nPortland, ME 04101	Vice President	None
Alicia Strout	190 Middle Street, Suite 301 \nPortland, ME 04101	Vice President and Chief Compliance Officer	None
Gabriel E. Edelman	190 Middle Street, Suite 301 \nPortland, ME 04101	Secretary	None
Susan L. LaFond	190 Middle Street, Suite 301 \nPortland, ME 04101	Treasurer	None
Weston Sommers	190 Middle Street, Suite 301 \nPortland, ME 04101	Financial and Operations Principal and Chief Financial Officer	None

\n \n \n \n

(i)(c)

Not applicable.

\n \n \n \n

(ii)(a)

Ultimus Fund Distributors, LLC & Northern Lights Distributors, LLC (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

C-11

ABS Global Investments - NLD

Absolute Capital Mgmt - NLD

Absolute Investment Adv - NLD

Absolute Investment Adv - UFD

Adler Asset Management, LLC - UFD

AlphaCentric Advisors - NLD

Altegris Investments - NLD

Anchor Capital Mgmt Grp - NLD

Anfield Capital Mgmt - NLD

Astor Investment Mgmt - NLD

AthenaInvest Advisors - NLD

Atlas U.S. Tactical Income Fund - NLD

Bain Capital Public Equity - NLD

Ballast Asset Mgmt - NLD

Beacon Capital - NLD

Beacon Pointe - UFD

Belmont Capital Group - UFD

Biondo Investment Adv - NLD

Blueprint Fund Management - UFD

Booster Asset Management - UFD

Boyar Asset Mgmt - NLD

Boyd Watterson Asset Mgmt - NLD

Bradley, Foster & Sargent, Inc. - UFD

Brighton Jones - UFD

Brookstone ETF (FormulaFolio) - NLD

Bruce Funds - UFD

BTS Asset Mgmt - NLD

Canterbury Investment Management - UFD

Cantor Fitzgerald Infrastructure - UFD

Cantor Select - UFD

Cary Street Partners (Fairlead) - NLD

Catalyst Capital Advisors - NLD

CAZ Investments - UFD

Centerstone Advisors - NLD

Ceros Financial Services NSCC - UFD

Changing Parameters - NLD

Channel Investment Partners - UFD

Channing Capital Management - UFD

Chesapeake Growth Fund - UFD

CIM Capital IC - NLD

Clark Capital Mgmt Group - NLD

CM Advisors Fixed Income Fund - UFD

Commonwealth International Series Trust - UFD

Conestoga Capital Advisors - UFD

Connors Investor Services - UFD

Copeland Capital Mgmt - NLD

Counterpoint (ETF) - NLD

Counterpoint Mutual Funds - NLD

Crawford Investment Counsel, Inc. - UFD

Cutler Investment Counsel - UFD

Cyber Hornet (OneFund) - UFD

Dana Investment Advisors - UFD

Davenport & Company LLC - UFD

David Lerner Associates, Inc. - UFD

DCM Advisors, LLC (f.k.a. Copley) - UFD

Dean Capital Management - UFD

Dearborn Cap Mgmt (Grant Park) - NLD

DGI Investment Trust - NLD

Donoghue Forlines LLC - NLD

Donoghue Forlines LLC (VIT) - NLD

EBS Asset Management - UFD

Edge Capital [Group/Partners] (Blue Current) - UFD

Edgemoor Investment Advisors - UFD

Efficient Capital Management - UFD

Empiric Advisors - NLD

Eventide Asset Mgmt - NLD

Evolutionary Tree Capital Management - UFD

C-12

Fairway Capital Management - UFD

Finance Authority of Maine (FAME 529) - NLD

First Associated Inv Adv (Teberg) - NLD

First Manhattan Co - NLD

Fisher Investments Institutional Group (FIIG) - UFD

Fisher Tactical Multi-Purpose Fund - UFD

Flat Rock Core Income Fund - UFD

Flat Rock Enhanced Income Fd - UFD

Flat Rock Opportunity Fund - UFD

Fort Pitt Capital (Kovitz) - UFD

Fulcrum Asset Mgmt - NLD

Fuller & Thaler Asset Management, Inc - UFD

Future Fund - NLD

Gator Capital Management - UFD

GGM Wealth Adv - NLD

Grandeur Peak Global Adv - NLD

Guardian Capital LP - UFD

Hamilton Capital - UFD

Hirtle Callahan - UFD

Hodges Capital Mgmt - NLD

Holbrook Holdings, Inc. - NLD

Horizon Capital Mgmt (Issachar) - NLD

Howard Capital (ETF) - NLD

Howard Capital Mgmt - NLD

Hudson Valley Investment Advisors - UFD

Hull Tactical (HTAA) - NLD

Humankind Investments LLC - NLD

Hunter Perkins Capital Mgmt - NLD

Hussman Strategic Advisors, Inc. - UFD

Hypatia Capital - NLD

IC - FDFA Customer in UFD

iCapital Markets (NSCC) - UFD

Innealta Capital - NLD

Invenomic Capital Mgmt - NLD

IronHorse Capital - NLD

JAG Capital Mgmt - NLD

James Investment Research - UFD

Johnson Investment Counsel - UFD

Kempner Capital Management - UFD

Kingsview Wealth Mgmt - NLD

KKM Financial (ETF) - NLD

Kovitz IGP (Al Frank) - NLD

Kovitz IGP (ETF) - NLD

Ladenburg Thalmann Asset Management NSCC - UFD

Leavell Investment Management - UFD

LGM Capital Mgmt - NLD

Lind Capital Partners - UFD

Long Short Advisors, LLC - UFD

Longboard Asset Mgmt - NLD

Lowe, Brockenbrough & Co. - UFD

Main Mgmt ETF - NLD

Main Mgmt Fund - NLD

Marshfield Associates - UFD

Morton Wealth (M83) - UFD

New Age Alpha (VIT) - UFD

New Age Alpha Advisors - UFD

Nia Impact Capital - UFD

Nightview Capital - NLD

North Country Inv Adv - NLD

North Star Investment Mgmt - NLD

Oak Associates, Ltd. - UFD

C-13

Oak Harvest Inv Svcs - UFD

Ocean Park Asset Mgmt (ETF) - NLD

Ocean Park Asset Mgmt (Sierra/Wright) - NLD

Oelschlager (Towpath) - UFD

OneAscent Cap. (C.E./Interval) - UFD

OneAscent Financial Services (ETF) - NLD

Orrell Capital Mgmt (OCM) - NLD

Pacific Financial (PFG - RiskPro) - NLD

Papp Investment Trust - UFD

Pathstone (WOA) - NLD

Peachtree Alternative Strategies Fund - UFD

PeakShares - NLD

Pekin Singer Strauss Asset Management, Inc. - UFD

Persimmon Capital Mgmt - NLD

Pinnacle Family Advisors - NLD

PlanRock (ETF) - NLD

Princeton Fund - NLD

Princeton Private - NLD

Private College 529 Plan (PC529) - NLD

Q3 Asset Management - UFD

Q3 Asset Mgmt Corp (ETF) - NLD

Quantum Advisors Pvt Ltd - UFD

Rational Advisors - NLD

Recurrent Inv Adv - NLD

Redwood Inv Mgmt [Fund] - NLD

Redwood Investment Mgmt [ETF] - NLD

Reflection Asset Mgmt (Sphere) - UFD

Regan Capital - NLD

Regents Park Funds - NLD

RESQ Investment Partners - NLD

Reynders, McVeigh Capital Mgmt - UFD

SB Auer Funds, LLC - UFD

Schwartz Investment Counsel, Inc. - UFD

Segall Bryant & Hamill - UFD

Segall Bryant & Hamill (ETF) - NLD

Slow Capital - UFD

SMI Advisory Services, LLC - UFD

Standpoint Asset Management - UFD

Sterling Capital Mgmt - NLD

Sterling Capital Mgmt (CST) - NLD

Stonebridge Cap Adv - NLD

Summitry, LLC - UFD

Swan Capital Mgmt - NLD

Swan Capital Mgmt (ETF) - NLD

Texas Capital Bank PWA (ETF) - NLD

Texas Capital Bank PWA (MF) - NLD

The Investment House LLC - UFD

Toews Corporation - NLD

Toews Corporation (ETF) - NLD

Tributary Capital Mgmt - NLD

Tuttle Capital (Cramer) - NLD

USA Mutuals Advisors, Inc - NLD

VELA Investment Management - UFD

Volumetric Advisers Inc - UFD

Wavelength Capital Management - UFD

Waycross Partners, LLC - UFD

Wellesley Inv Adv (Miller) - NLD

WesBanco Inv Dept (WesMark) - UFD

Westwood Management - UFD

Westwood Mgmt (ETF)

XDUS Fund Advisor

Yorktown Management & Research

Zacks Inv Mgmt (ETF)

Zacks Inv Mgmt (MF)

C-14

(ii)(b) The\nfollowing are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address\nis 225 Pictoria Drive, Cincinnati, OH 45246.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Kevin Guerette	President	225 Pictoria Drive, Cincinnati, OH 45246
Steve Preston	Chief Compliance Officer	225 Pictoria Drive, Cincinnati, OH 45246
William Strait	General Counsel, Secretary	4221 North 203rd Street, Elkhorn, NE 68022
Gregory Evans	Financial Operations Principal	225 Pictoria Drive, Cincinnati, OH 45246
Jason Stevens	Chief Technology Officer	225 Pictoria Drive, Cincinnati, OH 45246
Gary Danahy	Assistant Chief Compliance Officer	4221 North 203rd Street, Elkhorn, NE 68022

\n \n \n \n \n

(ii)(c)

Not applicable.

Item 33. Location of Accounts and Records

The books and records required to be maintained by Section 31(a)\nof the Investment Company Act of 1940 are maintained at the following locations:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Records Relating to:		Are located at:
Registrant’s Fund Administrator		Tidal ETF Services LLC \n234 West Florida Street, Suite 700 \nMilwaukee, Wisconsin 53204

Registrant’s Fund Accountant and Transfer Agent		U.S. Bancorp Fund Services, LLC, \ndoing business as U.S. Bank Global Fund Services  \nP.O. Box 219252 \nKansas City, Missouri 64121-9252

Registrant’s Custodian		U.S. Bank National Association \n1555 N. Rivercenter Dr. \nMilwaukee, Wisconsin 53212

Registrant’s Principal Underwriters		Foreside Fund Services, LLC \n190 Middle Street, Suite 301 \nPortland, Maine 04101

		Ultimus Fund Distributors, LLC & \nNorthern Lights Distributors, LLC \n225 Pictoria Drive, Suite 450 \nCincinnati, Ohio 45246

Registrant’s Investment Adviser		Tidal Investments LLC \n234 West Florida Street, Suite 700 \nMilwaukee, Wisconsin 53204

Item 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable.

C-15

SIGNATURES

Pursuant to the requirements of the Securities\nAct of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies\nthat it meets all requirements for effectiveness of this Post-Effective Amendment No. 76 to its Registration Statement on Form\nN-1A under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 76 to its Registration Statement\non Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee, State of Wisconsin, on October\n9, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Tidal Trust V

	/s/ Joel Weiss
	Joel Weiss \nPresident and Principal Executive Officer

Pursuant to the requirements of the Securities\nAct of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on October\n9, 2026.

Signature		Title

/s/ Eric W. Falkeis		Trustee
Eric W. Falkeis

/s/ John Hagist*		Trustee
John Hagist

/s/ Michelle McDonough*		Trustee
Michelle McDonough

/s/ David Norris*		Trustee
David Norris

/s/ Aaron Perkovich		Treasurer (principal financial officer and principal accounting officer)
Aaron Perkovich

*By:	/s/ Joel Weiss
	Joel Weiss, Attorney in Fact \nBy Power of Attorney

C-16

Exhibit Index

\n \n \n \n \n \n \n \n \n \n

Exhibit No.	Description
(i)(xxi)	Opinion and Consent of Counsel
(j)	Consent of Independent Registered Public Accounting Firm

C-17

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