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根据美国证券交易委员会提交的文件\n2026年10月20日

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83号	☒
和/或
根据1940年投资公司法的注册声明	☒
修正案第85号	☒

TIDAL TRUST V

(注册人根据章程指定的全称)

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，包括区号) (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

第十八和拱门街

费城, PA 19103

拟议本文件将在生效（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
	☐	在（日期）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，根据规则485第(a)(2)段。

说明性备注:\n这是Tidal Trust V（“信托”）注册声明的第83号生效后修正案，旨在注册Defiance China Quantum ETF作为信托的新系列，并根据规则485(b)做出其他允许的更改。

$\"\"$

Defiance China Quantum ETF (CHQT)

在Cboe BZX交易所有限公司（“交易所”）上市

简介

2026年10月20日

美国证券交易委员会（“SEC”）未批准或反对这些证券，也未对本简介的准确性或充分性进行审查。任何与此相反的陈述都是刑事犯罪。

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

摘要信息	1

Defiance China Quantum ETF	1

基金的更多信息	11

投资组合持仓信息	21

管理	21

如何购买和出售份额	22

股息、分配和税务	23

分配	26

溢价/折价信息	26

其他通知	26

财务亮点	27

摘要信息

DEFIANCE CHINA QUANTUM ETF - 基金摘要

投资目标

Defiance China Quantum ETF（“基金”）\n旨在跟踪BITA中国量子精选指数（“指数”）的表现，扣除费用和开支前。

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金融中介费用，这些费用未在下表和示例中反映。

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

基金年度运营费用^(1)\n（您每年支付的费用，占您投资价值的百分比）
管理费	0.75	%
分销和服务（12b-1）费用	无
其他费用（经纪利息）⁽²⁾	0.02	%
基金年度总运营费用⁽³⁾	0.77	%

⁽¹⁾	该基金的投资顾问Tidal Investments\n LLC（“Tidal”或“顾问”），一家Tidal Financial Group公司，将支付基金产生的所有费用\n （除咨询费外），包括任何借款的利息费用、做空证券的股息和其他费用、税款、\n 经纪佣金和其他在购买和出售证券及其他投资工具时产生的费用、其他基金的费用和开支、累计的递延税负债、根据《1940年投资公司法》第12b-1条采用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别费用。
⁽²⁾	基于本财年预计金额。
⁽³⁾	投资于掉期的成本，包括掉期的嵌入成本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，也未在费用示例中反映。

费用示例

本示例旨在帮助您比较投资于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，投资时间如所指示，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，且基金的运营费用保持不变。该示例未考虑您可能在购买和出售份额时支付的经纪佣金。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

$79	$246

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基金总运营费用或示例中，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

概述

该基金采用“被动管理”（或指数化）方法，以跟踪指数的表现（在扣除费用和开支前）。该指数使用基于规则的方法构建，识别与中国经济或香港经济相关的公开上市公司，这些公司从事量子技术，根据BITA GmbH（“指数提供商”）的分类进行分类。

指数概述

该指数旨在追踪在内地和香港交易所上市的量子技术公司的表现。指数提供商认为，量子技术公司是指那些（i）至少50%的总收入来自以下所述的产品、服务和活动之一，或者（ii）至少10%的总收入来自以下所述的产品、服务和活动之一，并且在这些产品、服务和活动的绝对收入排名中位列前15名的公司。

\n \n \n \n \n

●

量子计算硬件与软件：\n使用超导电路、光子或离子阱设计和构建量子计算机，相关的必要支持硬件（如量子比特控制电子设备、波形系统和先进的稀释制冷机），以及相关的核心软件（如量子操作系统、编译器和专有的云平台）。

\n \n \n \n \n

●

量子通信与网络：\n构建安全的量子网络和通信硬件，包括量子密钥分发（“QKD”）系统、可信中继、网络交换机、加密卡和空间级硬件（卫星QKD有效载荷、光学地面站）。

\n \n \n \n \n

●

后量子密码学：开发用于保护数据免受量子计算机攻击的密码解决方案，包括抗量子算法、软件库、公钥基础设施和硬件级防御（安全模块、密码加速器、安全元件芯片）。

\n \n \n \n \n

●

专用量子供应链组件：量子行业上游组件和精密工具的制造，包括量子级光学器件、非线性晶体、光束管理部件、单光子源、先进光探测器和量子传感工具。

该指数仅包括在上交所、深交所或港交所上市的普通股公司。

要符合初始纳入条件，公司通常必须满足：（i）自由流通股比例至少为10%；（ii）市值至少为2.5亿美元；（iii）三个月平均日交易价值至少为100万美元。该指数对某些首次公开募股（“IPO”）也适用修改后的资格规则。\n满足资格标准的公司将被纳入该指数。如果一家公司有多个股份类别在单独基础上符合纳入指数的条件，只有排名最高的股份类别将被考虑纳入，根据三个月平均日交易价值进行排名。

该指数采用修改后的流通股调整市值加权方法。成分股根据其流通股调整后的市值进行加权，受每只成分股最大权重25%的限制，并且所有代表超过指数4.5%的成分股的累计权重不得超过总指数权重的45%。超过上限的权重将按比例重新分配给其余成分股。\n该指数还对所有证券设定了0.1%的下限。

该指数在1月、4月、7月和10月进行重新配置和再平衡。请参阅题为“关于基金的附加信息”的招股说明书部分，以获得该指数方法论的更完整描述。

由于该指数专注于从事量子技术的公司，因此该指数及相应基金预计将集中在信息技术行业以及软件、半导体及半导体设备、通信设备、电子设备、仪器及组件行业。

基金的投资策略

在正常情况下，基金将至少将其净资产（加上用于投资的借款）的80%投资于提供对指数成分证券敞口的投资。为了本政策的目的，提供对指数成分证券敞口的投资包括：(i) 成分证券本身；(ii) 代表这些证券的存托凭证；以及(iii) 提供对一个或多个指数成分证券或指数经济敞口的衍生工具（例如期权和总收益互换）。为了基金80%政策的目的，衍生工具按名义价值计算。

该基金通过投资于或获得对指数中包含的证券的经济敞口来跟踪指数的表现。该基金通常采用“复制”策略，这意味着它将直接或间接投资于指数的所有或基本上所有成分证券，包括代表这些证券的存托凭证（如美国存托凭证（\"ADRs\"））。在顾问认为这样做符合基金最佳利益的情况下，该基金也可能采用“代表性抽样”策略，即投资于一组证券，这些证券整体上预计具有与指数相似的投资特征。

该基金可以通过衍生工具（包括总收益互换和参考指数或一个或多个指数成分证券的上市期权）以合成方式获得对指数的敞口。该基金可能使用短期、价内看涨期权和其他旨在提供与直接拥有底层证券相似的投资敞口的期权策略。

该基金还可以投资于不在指数中的证券、期权合约、互换或其他投资，当顾问认为这些投资有助于基金跟踪指数、提高业绩、管理风险或以其他方式使基金受益时。这些投资可能包括与量子技术经济相关的公司证券，以及与公司行为、指数再构成、流动性管理或其他组合管理目的相关的投资。

该基金可以投资于从事量子技术的公司的上市股权证券，包括普通股和其他股权权益。该基金还可以投资于现金及现金等价物、货币市场基金和短期工具。

该基金被归类为“非多元化”，这意味着与多元化基金相比，该基金可能将其资产的更大比例投资于较少数量的发行人证券。

主要投资风险

投资该基金的主要风险如下。与任何投资一样，您可能损失在该基金中的全部或部分投资。其中一些或全部风险可能会对基金的每份份额净值（\"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。有关该基金投资风险的更多信息，请参见该基金招募说明书中的标题为“关于基金的附加信息——投资该基金的主要风险”的部分。

投资该基金存在风险。该基金可能无法实现其投资目标，您可能损失在该基金中的全部资金。该基金不是完整的投资计划。投资者在投资该基金之前，仔细审查并理解以下列出的所有风险非常重要。

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。

中国投资风险。 该基金在为中国公司提供敞口的工具上进行了重大投资，使该基金面临与中国相关的特定风险。中国可能面临相当程度的经济、政治和社会不稳定。中国是一个新兴市场，与发达市场相比，其波动性有时会显著更高。在过去的几十年里，中国政府已对经济和市场实践进行了改革，并扩大了中国私人财产所有权的范围。然而，由于政府的影响、公开信息的缺乏和/或政治和社会的不稳定，中国市场的效率、波动性和定价异常现象通常仍然存在。

中国公司还面临中国当局可能干预其运营和结构的风险。国内社会动荡或与邻国的冲突，包括针对此类事件的军事冲突，可能会扰乱中国的经济发展，并导致货币汇率波动、货币不可兑换、利率波动和更高的通货膨胀率。

中国经历了安全问题，例如恐怖主义和紧张的国际关系。此外，中国被指控参与针对外国公司和外国政府的国家支持的网络攻击。对这类活动和紧张的国际关系的实际和威胁性回应，包括采购限制、制裁、关税或对中国政府或中国公司的网络攻击，可能会影响中国的经济和基金投资的中国发行人。涉及中国或该地区安全的事件可能导致中国市场的不确定性，并可能对中国经济和基金的投资产生不利影响。出口增长仍然是中国快速经济增长的主要驱动力。减少对中国产品和服务的支出、供应链多元化、实施额外的关税或其他贸易壁垒（包括由于中美之间加剧的贸易紧张局势或贸易战，或作为对实际或所谓中国网络活动的回应）或中国主要贸易伙伴中的任何经济体衰退，都可能对中国经济产生不利影响。基金的投资组合可能包括因国家安全、人权或其他政府关注问题而受到美国或其他政府经济或贸易限制（但不包括投资限制）的公司。只要这些限制不包括投资限制，基金通常预计会投资于此类公司。

中国公司不像更发达国家的公司那样受到同等程度的监管要求、会计标准或审计师监督。因此，关于基金投资的中国证券的信息可能不太可靠或不完整。在美股上市的中国公司如果不符合美国的会计标准和审计师监督要求，可能会被退市，这将显著降低证券的流动性和价值。获取对中国公司进行调查或诉讼所需的必要信息可能存在重大障碍，股东可能有有限的法律救济途径。中国公司也可能比美国公司受到明显较弱的记录保存要求的约束。

计算风险。计算代表了一个迅速崛起的资产类别，是数字经济的核心基础设施。因此，计算公司面临激烈的资源竞争，包括人才、电力容量、水资源和数据中心空间。由于数据中心建设可能超过基础设施限制、影响周围环境并引发当地社区的反对，计算公司也面临社会和政治风险。计算公司是间谍活动和网络犯罪的目标。监管、出口管制和其他地缘政治障碍仍在不断发展，影响计算公司。

半导体及半导体设备行业风险。半导体公司可能会面临激烈的竞争，包括国内和国际竞争，这种竞争可能会对其利润率产生不利影响。半导体公司的产品线、市场、财务资源或人员可能有限。半导体公司的供应链和运营依赖于符合严格标准的材料的可用性，以及第三方提供的组件和服务。半导体公司可能依赖有限数量的供应商，或依赖单一地点的供应商来提供某些材料、设备或工具。寻找和认证替代或额外的供应商可能是一个漫长的过程，可能导致生产延误或产生意外成本，而且这些替代方案可能根本无法获得。资源的不可用性（如水、硅、电力、气体和其他材料）可能会中断生产。供应商还可能提高价格或遭遇网络安全或其他问题，这可能会中断生产或增加生产成本。

软件行业风险。软件行业可能受到激烈竞争、激进定价、技术创新和产品过时的严重影响。软件行业的公司面临重大的竞争压力，例如激进定价、新市场进入者、市场份额竞争、由于技术发展加速而导致的短期产品周期，以及盈利有限和/或利润率下降的潜在风险。这些公司还面临新服务、设备或技术可能不被消费者和企业接受或可能迅速过时的风险。这些因素可能会影响这些公司的盈利能力，从而影响其证券的价值。此外，专利保护对于该行业中许多公司的成功至关重要，盈利能力可能会因多种因素而受到重大影响，包括获得（或未能获得）专利批准的成本、专利侵权诉讼的成本以及产品专利保护的丧失（这会显著增加定价压力，并可能大幅降低此类产品的盈利能力）。此外，许多软件公司的经营历史有限。这些公司的证券价格历史上比其他证券更具波动性，尤其是在短期内。

通信设备行业风险。未能获得或延迟获得融资或监管批准、激烈竞争、产品兼容性、消费者偏好、企业资本支出和快速过时可能对通信设备行业产生重大影响。通信服务公司受到广泛的政府监管。遵守政府法规的成本、未能获得必要的监管批准或延迟，或新不利监管要求的出台可能对这些公司的业务产生不利影响。这些公司还可能受到与替代技术的竞争、产品兼容性、消费者偏好、快速产品过时以及新产品研发的显著影响。技术创新可能使这些公司的产品和服务过时。

电子设备、仪器及组件行业风险. 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、设备故障或工人罢工）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。电子产品消费者和行业需求的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。技术的快速变化（例如人工智能（AI）、5G（即第五代蜂窝技术）和电动汽车）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行业中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。由于其技术的敏感性，该行业的公司面临更高的网络安全风险，而安全漏洞可能导致运营中断、声誉损害和监管审查。

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、技术硬件和存储外设、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，这种竞争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，同时增长速度和竞争合格人员服务的不确定性也可能发生变化。未能推出新产品、开发并维护忠诚的客户群，或使其产品获得普遍市场接受，可能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。

外国证券风险。 投资非美国发行人的证券或其他工具涉及某些在国内投资中不存在的风险，且其价值可能比美国公司证券的投资更快速和剧烈地波动。外国国家的金融市场通常不如美国的金融市场发达、高效或流动性强，因此非美国证券和工具的价格可能更具波动性。此外，该基金将面临与外国国家不利的政治和经济发展的相关风险，这可能包括实施经济制裁。由于披露或会计标准以及监管实践不够严格，关于非美国发行人的信息通常更少且更不可靠。投资于外国公司证券（包括通过存托凭证进行的投资）会面临特殊风险，包括以下风险：

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货币风险。汇率的变化可能对以外国货币计价和/或获得收入的证券产生负面影响。汇率的不利变化（相对于美元）可能会侵蚀或逆转基金投资于以外国货币计价的证券的潜在收益，或可能扩大现有的损失。外汇的流动性和交易价值可能受到全球经济因素的影响，如通货膨胀、利率水平、国家之间的贸易平衡，以及主权政府和中央银行的行动。

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存托凭证风险。 存托凭证涉及与投资外国证券相关的风险，并产生某些额外风险。在美股或外国交易所上市的存托凭证由银行或信托公司发行，持有者有权获得基础外国股票（基础股票）派发的所有股息和资本利得。当基金通过存托凭证投资以替代直接投资于基础股票时，基金面临存托凭证可能无法提供与基础股票完全对应的回报的风险。

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新兴市场风险。投资于在发展中国家或新兴市场交易的证券和工具，或提供对该类证券或市场的敞口，可能涉及与美国证券或更发达的国际市场的投资无关的额外风险，这些风险与政治、经济或监管状况有关。这些状况可能会影响基金买卖或以其他方式转让证券的能力，对基金单位的交易市场和价格产生不利影响，并可能导致基金价值下跌。

外国投资风险。 基金可能会投资于外国公司。此类投资涉及一些国内投资所没有的风险，其价值可能比美国公司证券的投资经历更快速和极端的变化。外国国家的金融市场通常不如美国的金融市场发达、高效或流动性强，因此非美国证券和工具的价格可能更具波动性。此外，基金将面临与外国国家不利的政治和经济发展相关的风险，这可能包括实施经济制裁。通常，由于披露或会计标准以及监管实践不够严格，关于非美国发行人的信息较少且不太可靠。

股权市场风险。 普通股票，如基金持有的股票，通常比其他类型的证券（如优先股和债务义务）面临更大的风险，因为普通股票持有人通常在从特定发行人获得付款方面权利较低。基金投资组合中持有的股权证券可能会经历价值突然、不可预测的下跌或长期的下跌。这可能是因为影响证券市场的一般因素或影响基金投资的特定发行人、行业或部门的因素。

集中投资组合风险。 基金将持有相对集中的投资组合，可能包含的发行人数量少于其他ETF的投资组合。持有相对集中的投资组合可能会增加基金价值因一两个投资表现不佳而下跌的风险。

指数策略风险。 基金的策略与指数提供商维护的指数相关，该指数提供商对指数拥有完全控制权。指数提供商可能会延迟或添加再平衡日期，这可能对基金的表现及其与指数的相关性产生不利影响。此外，没有保证指数提供商用于识别指数构成要素的方法能够实现其预期结果或正向表现。指数数据、指数计算或根据其方法论构建指数时可能会出现错误，这些错误可能在一段时间内无法被发现和/或纠正，这可能对基金产生不利影响。

数据风险。 指数的构成严重依赖第三方提供的信息和数据（“数据”）。当数据被证明是错误或不完整的时，基于此做出的任何决策可能导致证券被包含或排除在指数范围之外，而如果数据是正确和完整的，这些证券本应被排除或包含。如果指数的构成反映了这些错误，基金的投资组合也可以预期会反映这些错误。

被动投资风险。 基金投资于其指数中包含的或代表其指数的证券，无论其投资价值如何。基金不会试图超越其指数或在下跌市场中采取防御性立场。因此，基金的表现可能受到其指数相关市场板块整体下跌的不利影响。

跟踪误差风险。 虽然基金通常旨在跟踪指数在扣除费用和开支前的表现，但由于各种原因，基金的表现与其指数可能有所不同。例如，基金会产生运营费用和组合交易成本，而指数不会产生这些费用。此外，基金可能并非始终完全投资于指数的证券，或者可能持有未包含在指数中的证券。

集中风险。 由于指数可能集中于某一行业或一组行业，基金的投资敞口也将集中于（或很大程度上暴露于）同一行业或一组行业。在这种情况下，基金份额的价值可能比投资于更广泛行业公司的证券的份额价值波动更大。

管理风险。 投资顾问所采用的投资技术和风险分析可能无法产生预期结果，立法、监管或税收发展可能会影响投资顾问在管理基金时可使用投资技术以及个别基金经理的管理方式。无法保证基金的投资目标一定会实现。

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。基金在衍生品上的投资可能带来除直接投资于证券或其他普通投资之外的、甚至更大的风险，包括与市场相关的风险、与基础投资或基金其他组合头寸的相关性不完善、价格波动性更高、可获得性差、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，涉及的投资技术和风险与普通组合证券交易不同。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，基础参考资产的价值与衍生品之间可能存在不完善的相关性，这可能使基金无法实现其投资目标。由于衍生品通常只需少量初始投资，使用衍生品可能使基金面临超过初始投资金额的损失。

此外，基金在衍生品上的投资还可能面临以下风险：

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期权合约。\n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，包括基础工具价值的实际和预期变化，包括预期波动率，这些都受到财政和货币政策以及国家和国际政治的影响，实际或隐含波动率或参考资产的变化，期权合约到期前剩余时间以及经济事件。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。\n当期权接近到期日时，其价值通常会越来越随基础工具的价值而变动。\n然而，在此日期之前，期权的价值通常不会以与基础工具相同的速度上涨或下跌。\n期权合约价值的变动与基础工具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较强的二级市场。\n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。\n此外，当基金的期权合约被行权或到期时，可能会进入新的期权合约，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支付进入新期权合约的成本，基金可能会遭受损失。

互换协议。\n使用互换交易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巧和风险。\n基金是否能够通过使用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适当交易对手的能力。\n如果顾问无法进入提供所需合成基础证券敞口的互换协议，基金可能无法实现其声明的投资目标。\n此外，使用互换交易相关的任何融资、交易或其他成本可能会降低基金的回报。\n

基金投资的互换协议通常在场外交易市场进行，该市场通常比交易所交易的衍生工具透明度较低。\n在标准互换交易中，双方同意交换特定预定参考资产、证券或工具所产生的收益（或收益率差异）。\n双方之间要交换的总收益或“互换”的收益是根据名义金额或投资于参考资产的特定金额的收益或价值变化计算的。

如果基础证券的价格出现重大波动，导致基金的净资产发生重大变化，基金与交易对手之间的互换协议条款可能允许交易对手与基金平仓互换交易。在这种情况下，基金可能无法签订另一份互换协议或投资其他衍生品以保持与其投资目标一致的敞口。这可能会暂时降低基金维持其预期合成敞口的能力，直到可以建立替代交易。

基金参与的某些互换协议可能是无本金交割的总回报互换，根据该协议，基金不会对互换的全部名义金额进行初始投资。因此，基金面临交易对手无法履行互换协议项下义务的风险，基金对交易对手的敞口通常等于基于参考资产每日价值变动的净金额。如果交易对手违约或破产，基金可能遭受超过交易对手提供的任何抵押品的损失，且任何回收的时间和金额可能不确定。此外，使用无本金交割的互换协议可能会为基金创造经济杠杆，这可能放大收益和损失，并增加基金收益的波动性。

股权总回报互换。\n总回报互换（在涉及股权证券或一篮子股权证券时，也称为合成股权互换或“差价合约”）是双方之间的协议，双方同意相互支付，以复制实际购买或做空基础参考工具或其指数所应适用的经济后果。例如，一方同意向另一方支付基于基础股权证券的名义金额所产生的总回报或实现的回报以及该股权证券所宣布的任何股息。作为回报，另一方通常以浮动利率支付，该利率基于名义金额计算。

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由于破产、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其对基金的义务。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，或在收回抵押品或其他应付款项时遇到延迟或成本，或者可能被迫以不利条款进行替代交易，甚至无法进行替代交易。如果合适的交易对手或清算会员不可用，基金可能无法有效实施其投资策略。

ETF风险。

授权参与人、做市商和流动性提供方集中风险。 该基金仅有少量的金融机构被授权直接从基金购买和赎回份额（称为“授权参与人”或“AP”）。此外，市场上可能仅有少量的做市商和/或流动性提供方。如果以下任何一种情况发生，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) 授权参与人退出业务或无法处理创建和/或赎回订单，且没有其他授权参与人站出来提供这些服务；或 (ii) 做市商和/或流动性提供方退出业务或大幅减少其业务活动，且没有其他实体站出来履行其职能。

现金赎回风险。 该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，该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，该基金可能需要出售或平仓投资组合中的投资，以获得分配赎回所得所需的现金。这可能导致该基金确认其原本可能不会确认的资本利得。因此，该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。现金赎回相关的成本可能包括该基金原本可能不会产生的经纪成本。这些成本可能会由该基金承担，从而降低其 NAV，除非这些成本被授权参与人支付的交易费用抵消。

买卖份额的成本。\n买卖份额涉及一些成本，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。价差会根据份额的交易量和市场流动性随时间变化。如果份额的交易量和市场流动性较高，价差通常较低；如果份额的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 NAV 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。尽管预期份额的市场价格将接近基金的 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，这种风险会更加突出，此时这种溢价或折价可能非常显著。

交易。\n尽管份额在国家证券交易所上市，例如Cboe BZX Exchange, Inc.\n（“交易所”），并且可能在除交易所以外的美国交易所交易，但无法保证份额会在任何股票交易所进行交易，或有任何交易量。在市场压力情况下，份额的流动性可能会开始反映基金底层投资组合头寸的流动性，这可能比份额本身显著不那么流动。这种对基金份额流动性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其底层价值之间出现差异。

流动性风险。在某些情况下，\n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顾问认为代表真实市场价格的价格获取或处置某些头寸。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。

经济和市场风险。 全球各地的经济和金融市场正变得日益相互关联，这增加了某一国家或地区发生事件或状况可能对其他国家或地区的市场或发行人产生不利影响的可能性。由于多种因素，包括通货膨胀（或通货膨胀预期）、通货紧缩（或通货紧缩预期）、利率、对特定产品或资源的全球需求、市场不稳定、金融系统不稳定、债务危机和降级、禁运、关税、制裁和其他贸易壁垒、监管事件、其他政府贸易或市场控制计划及相关地缘政治事件，基金投资组合中的证券可能表现不如一般金融市场、特定金融市场或其他资产类别的证券。此外，基金投资的价值可能因全球事件的发生而受到负面影响，例如战争、恐怖主义、环境灾难、自然灾害或事件、国家不稳定以及传染病流行或大流行。美国对从外国进口的商品征收关税，以及这些国家对美国商品征收的对等关税，也可能导致国内和国外市场的波动和不稳定。

流动性风险。 基金持有的某些证券可能难以出售或流动性较差，尤其是在市场动荡时期。证券或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、自然灾害、流行病/大流行、美国国内或国外的新立法或监管变化。流动性差的证券可能难以估值，尤其是在变化或波动的市场中。如果基金被迫在不利的时间或价格出售流动性差的证券，基金可能会受到不利影响。\n无法保证在购买时被视为流动的证券在之后仍会保持流动性。市场流动性不足可能导致基金出现损失。

货币市场工具风险。 基金可能使用各种货币市场工具进行现金管理，包括货币市场基金、存款账户和回购协议。回购协议是证券卖方同意在指定时间和价格回购证券的合同。回购协议可能受到与担保品相关的市场和信用风险的影响。货币市场工具，包括货币市场基金，可能通过费用或其他方式亏损资金。

新基金风险。 该基金是一家最近成立的管理投资公司，没有运营历史。因此，潜在投资者无法根据历史记录或业绩来做出投资决策。

非分散化风险。 由于该基金是“非分散化”的，它可能比分散化基金更大量地投资于单一发行人或较少发行人的证券。因此，对单一发行人或较少发行人投资的价值下降可能导致基金整体价值下降的程度大于基金持有更分散投资组合的情况。

操作风险。该基金面临各种操作因素引发的风险，包括但不限于人为错误、处理和通信错误、基金服务提供商、交易对手或其他第三方的错误、流程或技术系统失败。该基金依赖第三方提供一系列服务，包括托管。任何与聘请或维持此类服务提供商相关的延迟或失败都可能影响基金实现其投资目标的能力。尽管该基金和顾问通过控制和程序努力降低这些操作风险，但没有任何方法可以完全防范此类风险。

IPO/SPAC/去SPAC风险。 基金可能会投资于最近完成IPO的公司、源自SPAC的公司或源自去SPAC业务合并的公司，包括尚未完成业务合并的SPAC（“合并前”SPAC）。这些公司可能缺乏经验，并且没有交易历史、向投资者报告的记录以及广泛的研究覆盖。因此，IPO和源自SPAC或去SPAC业务合并的股票通常容易出现极端的价格波动和投机交易。在基金购买之前，这些股票可能因IPO或相关交易而出现高于平均水平的价格上涨。所选择的股票价格可能不会继续上涨，这些股票的表现可能无法复制过去展示的表现。此外，IPO和源自SPAC或去SPAC业务合并的股票可能具有与私募股权和风险投资相似的流动性风险。许多IPO和源自SPAC或去SPAC的股票的所有权通常包括风险投资和私募股权投资者的大额持股，他们希望在IPO或相关交易后的几个月内通过解除限售期在公开市场出售其股份，这可能导致在解除限售股份期间出现更大的波动性和可能的下行压力，SPAC投资可能涉及额外的风险，包括定价不一致、公开信息有限、依赖发起人识别和完成业务合并的能力、潜在的利益冲突，以及在合并前SPAC的情况下，可能在指定时间内无法完成合适的业务合并，这可能导致SPAC清算。

权证和认股权证风险。该基金可能在购买股权证券（包括特殊目的收购公司单位）时收到或投资于权证或认股权证。权证和认股权证不代表对发行人的所有权，而是赋予在指定价格购买基础证券的权利，受该工具条款的约束。因此，权证或认股权证的持有者通常没有投票权、不获得股息，也不对发行人的资产享有权利。投资于权证和认股权证具有投机性，且涉及高度风险。权证和认股权证的价值可能高度波动，且可能不会与基础证券的价值同步变动。此外，权证和认股权证是复杂的金融工具，其会计处理和估值涉及重大判断。例如，根据其条款以及发行人具体情况和事实，权证可能被归类为权益或发行人的资产或负债，这可能影响其估值并增加出错的风险。权证和认股权证还可能面临在未行使或出售前到期而变得一文不值的风险。此外，行权时获取基础证券的有效成本（即权证或认股权证的购买价格加上行权价格）可能超过行权时基础证券的市价。对于与特殊目的收购公司相关的投资，如果特殊目的收购公司在规定的时间内未能完成业务合并，该基金持有的任何相关权证或认股权证可能到期作废。

税务风险。该基金旨在每年选举并符合《1986年美国国内税收法典》（经修订）第M章规定的受监管投资公司（“RIC”）的资格。作为RIC，只要满足《税法》的某些要求，该基金将不会因向股东分配的净投资收益和净资本利得部分而受到美国联邦所得税的征税。如果该基金在任何应税年度未能符合RIC资格，且没有适用的救济条款，该基金的应税收入将在基金层面缴纳所得税，并且在该收入分配给股东时，股东层面还将再次缴纳所得税。为遵守适用于RIC的资产分散测试，该基金将努力确保单一发行人股票的掉期合约价值不超过每个季度结束时基金价值的25%。如果单一发行人股票的掉期合约价值在税务季度结束时超过基金总资产的25%，通常该基金将有一个宽限期来纠正这种不合规情况。如果该基金未能及时纠正，则可能不再符合RIC的资格。

底层指数风险。基金的投资顾问或指数提供商无法保证指数的持续可用性或及时性。如果指数提供商、计算代理、数据提供方和/或相关证券交易所的信息技术或其他设施因任何原因发生故障，指数值的计算和传播可能会被延迟。重大延迟可能导致基金单位的交易暂停。指数数据、计算和/或根据其方法论构建的错误可能会不时发生，并且可能在一段时间内或根本无法被指数提供商、计算代理或其他相关方发现和纠正，这可能对基金及其股东产生不利影响。

业绩

由于截至本招募说明书日期，该基金尚未完成完整日历年运营，因此未包含该基金的业绩信息。当此类信息包含在内时，本部分将通过展示基金历年业绩的变化以及展示基金的平均年总回报率与广泛市场表现指标的比较，提供一些关于投资该基金风险的指示。\n尽管该基金的过去业绩不能保证其未来表现，但历史业绩可能为您提供一些关于投资该基金风险的提示。更新的业绩信息可在基金网站 https://www.defianceetfs.com 上获取。

管理

投资顾问: Tidal Investments LLC 为该基金提供投资顾问服务。

组合经理:

以下个人负责基金的日常管理。

Andy Hicks，投资顾问的组合经理，自 2026 年基金成立起便担任该基金的组合经理。

Qiao Duan，投资顾问的组合经理，自 2026 年基金成立起便担任该基金的组合经理。

份额的购买与出售

该基金仅以称为“创建单位”的大额单位按净值（NAV）发行和赎回，只有做市商（通常为经纪自营商）可以购买或赎回这些单位。该基金通常以证券组合（“存款证券”）和/或指定金额的美元现金来交换创建单位。

该基金在国家证券交易所上市，例如交易所，个人份额只能通过经纪商在二级市场以市场价格买卖，而不是按净值。由于份额以市场价格而非净值交易，份额可能以高于净值（溢价）或低于净值（折价）的价格交易。

投资者在二级市场买卖份额时，可能会因买方愿意为购买份额支付的最高价格（“出价”价格）和卖方愿意接受的最低价格（“要价”价格）之间的差异而产生成本。这种出价和要价之间的差异通常称为“出价-要价差价”。

当可用时，有关基金的净值、市场价格、份额在交易所交易时的溢价或折价频率以及出价-要价差价的信息可在基金网站 https://www.defianceetfs.com 上找到。

税务信息

基金分配通常作为普通收入、合格股息收入或资本利得（或其组合）征税，除非投资是个人退休账户（\"IRA\"）或其他税收优惠账户。通过税收递延安排进行的投资，在从这些账户中提取资产时可能会被征税。

金融中介补偿

如果您通过经纪自营商或其他金融中介（如银行）（以下简称“中介”）购买份额，则顾问或其关联公司可能会为与基金相关的某些活动向中介支付费用，包括参与旨在使中介更了解交易所交易产品的活动，包括基金，或为其他活动（如营销、教育训练或其他与份额销售或推广相关的计划）支付费用。这些支付可能会产生利益冲突，从而影响中介和您的销售人员推荐该基金而非其他投资。任何此类安排都不会导致基金费用增加。请向您的销售人员咨询或访问中介的网站以获取更多信息。

ADDITIONAL INFORMATION ABOUT THE FUND

Investment Objective

The Fund seeks to track the performance, before\nfees and expenses, of the Index.

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’ prior written notice to shareholders.

Principal Investment Strategies

There is no assurance that the Fund will\nachieve its investment objective and an investment in the Fund could lose a substantial amount of money over a short period of time.\nNo single fund is a complete investment program.

The Fund’s 80% policy is non-fundamental\nand can be changed without shareholder approval. However, Fund shareholders would be given at least 60 days’ notice prior to any\nsuch change.

As described in the Fund’s principal investment\nstrategies in the Prospectus, the Fund employs a flexible investment approach designed to provide exposure to the Index through a combination\nof direct investments in equity securities and indirect or synthetic investment techniques, including derivatives.

The Fund seeks to invest all, or substantially\nall, of its assets in, or obtain economic exposure to, the component securities of the Index. The Fund generally employs a “replication”\nstrategy, meaning that it will invest directly or indirectly in all, or substantially all, of the securities comprising the Index, including\ndepositary receipts (such as ADRs) representing such component securities. The Fund may also use a “representative sampling”\nstrategy when the Adviser believes such strategy is in the best interests of the Fund. Under a representative sampling approach, the Fund\nmay invest in a subset of Index securities whose aggregate investment characteristics are expected to resemble those of the Index as a\nwhole. Representative sampling may be utilized when replicating the Index would involve practical difficulties or substantial costs, when\none or more Index components become temporarily illiquid or unavailable, or due to legal, regulatory, tax, or other limitations applicable\nto the Fund but not the Index.

The Fund may obtain exposure to the Index synthetically,\nin whole or in part, through derivatives, including total return swaps referencing the Index or one or more Index component securities,\nlisted options, and other derivative instruments or option strategies designed to replicate the performance characteristics of underlying\nequity securities.

Direct and Synthetic Investments

The Fund may invest in equity securities either\ndirectly or indirectly (synthetically) through the use of derivatives, including options and swap agreements. The Fund generally expects\nto utilize indirect investment techniques, in part, to facilitate compliance with the qualification requirements applicable to regulated\ninvestment companies under the Internal Revenue Code.

The Fund may utilize listed options to obtain\nsynthetic exposure to portfolio securities. The Fund primarily expects to use short-dated (generally one month or less), in-the-money\ncall options to obtain investment exposure substantially similar to direct ownership of underlying equity securities without holding such\nsecurities directly. The Fund also may employ other option strategies intended to provide substantially similar economic exposure, including\ncombinations of purchased call options and written put options with identical strike prices.

In addition, the Fund may enter into swap agreements\nwith financial institutions to synthetically replicate the performance of securities included in the Fund’s portfolio or otherwise\nprovide exposure consistent with the Fund’s investment objective. These swap agreements may include total return swaps and other\ntypes of swap arrangements with durations ranging from one day to more than one year and may correspond to the Fund’s scheduled\nIndex reconstitutions or other portfolio management considerations. Under a swap agreement, the Fund and the counterparty generally agree\nto exchange payments based on the performance or return of a referenced security or basket of securities, calculated with respect to a\nspecified notional amount.

The Fund may invest in securities, derivatives,\nor other investments that are not included in the Index when the Adviser believes such investments will assist the Fund in tracking the\nIndex, enhance performance, manage risk, facilitate efficient portfolio management, or otherwise benefit the Fund. Such investments may\ninclude securities of companies that are not Index constituents but that operate in, support, or are otherwise economically connected\nto quantum technology, including companies that the Adviser believes may benefit from trends affecting the quantum technology sector.

The Fund’s investments may also include\nnon-Index securities acquired in connection with corporate actions, mergers, acquisitions, spin-offs, restructurings, initial public offerings,\nIndex reconstitutions, additions, deletions, or other changes to the composition of the Index. In addition, the Fund may invest in exchange-traded\nfunds, derivatives, cash and cash equivalents, short-term instruments, money market funds, or other investment vehicles for liquidity\nmanagement, cash equitization, collateral management, tax efficiency, regulatory compliance, or other portfolio management purposes.

The Fund may invest in listed equity securities,\nincluding common stocks, business trust shares, and other equity interests in business enterprises engaged in quantum technology.

The Fund may invest in ADRs to the extent such\nsecurities are included in, or otherwise consistent with, the Fund’s investment strategy. The Fund may also hold cash, cash equivalents,\nand short-term instruments pending investment or for defensive, collateral, or liquidity purposes.

Additional Information About the Index

The Index’s initial\nuniverse consists of publicly listed equity securities for which sufficient relevant information is available from public sources. The\ninitial universe is screened using the following criteria, which are based on each company’s financial information for the most\nrecent quarter:

\n \n \n \n \n

Thematic Screening: The Index only includes companies that derive either at least 50% of its total revenue from, or at least 10% of its total revenue and rank within the top 15 positions in terms of absolute revenue, derived from products, services, and activities related to quantum technology as described below.

\n \n \n \n \n

●

Quantum Computing Hardware & Software: Companies that design, build, and assemble quantum computers using methods like superconducting circuits, photons, or ion traps. It includes essential supporting hardware like qubit control electronics, waveform systems, and advanced dilution refrigerators. The category also spans core software like quantum operating systems, compilers, and proprietary cloud platforms.

\n \n \n \n \n

●

Quantum Communications & Networking: Companies building secure quantum networks and communication hardware. In-scope products include QKD systems, trusted relays, secure network switches, and quantum handsets or encryption cards. It also covers space-grade hardware like satellite QKD payloads and optical ground stations.

\n \n \n \n \n

●

Post-Quantum Cryptography: Companies developing advanced cryptographic solutions designed to protect data from future quantum computer attacks. It includes the original creation of quantum-resistant algorithms, software libraries, and public key infrastructure. Additionally, it covers hardware-level defense, such as physical security modules, crypto-accelerators, and secure element chips that have these protective systems built directly into the silicon.

\n \n \n \n \n

●

Dedicated Quantum Supply-Chain Components: Companies manufacturing the vital upstream components and precision tools that feed the quantum industry. It covers quantum-grade optics, nonlinear crystals, and beam-management parts used to manipulate light in quantum setups. It also covers single-photon sources, advanced photon detectors, and quantum sensing tools.

\n \n \n \n \n

Exclusion Criteria: The Index will include only ordinary shares of companies listed on Shanghai Stock Exchange, Shenzhen Stock Exchange or the Stock Exchange of Hong Kong.

\n \n \n \n \n

Market Capitalization and Liquidity: To be eligible for inclusion in the Index, companies must have

\n \n \n \n \n

●

Free float market percentage of at least 10% (i.e., at least 10% of outstanding shares must be publicly available for trading and not held by insiders or controlling shareholders);

\n \n \n \n \n

●

market capitalization of at least $250 million; and

\n \n \n \n \n

●

a three-month average daily traded value of at least $1 million.

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Exchange Requirements: To be eligible, a company’s securities must be listed on Shanghai Stock Exchange, Shenzhen Stock Exchange, or Stock Exchange of Hong Kong.

\n \n \n \n \n

One Share Class per Company: If a company has more than one share class that qualifies for inclusion in the Index on a stand-alone basis, only the highest ranked share class will be considered for composition, as ranked by three-month daily traded value.

\n \n \n \n \n

Initial Public Offerings: Modified investability rules are applied for recent IPOs. Such high-exposure IPOs and companies pivoting to activities related to the index topic, with a proven thematic exposure higher than the minimum requirement may be added immediately via an extraordinary addition with an associated divisor adjustment with the Index weights of existing constituents being adjusted pro-rata.

Companies who meet the eligibility criteria are\nincluded in the Index as constituents.

To avoid undue concentration, the initial weights\nof all Index constituents are subject to the following capping constraints:

\n \n \n \n \n

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The maximum security weight is 25% of the total Index weight.

\n \n \n \n \n

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The cumulative weight of all constituents representing more than 4.5% of the Index cannot exceed 45% of the total Index weight. The weights in excess are redistributed proportionally among the rest of the uncapped securities.

\n \n \n \n \n

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A floor of 0.1% is applied to all securities.

The Index is reconstituted and rebalanced (reconstitution\nmeans the Index is updated with new eligible companies based on current data; rebalancing means the weights of the companies in the Index\nare adjusted) on a quarterly basis in January, April, July and October.

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 sub-advisers without obtaining shareholder approval. The relief also permits the Adviser to materially\namend the terms of agreements with a sub-adviser (including an increase in the fee paid by the Adviser to the sub-adviser (and not paid\nby the relevant Fund)) or to continue the employment of a sub-adviser after an event that would otherwise cause the automatic termination\nof services with Board approval, but without shareholder approval. Shareholders will be notified of any sub-adviser changes. The Adviser\nhas the ultimate responsibility, subject to oversight by the Board, to oversee a sub-adviser and recommend their hiring, termination and\nreplacement. The exemptive relief applies to sub-advisers that are either wholly owned by the Adviser or its parent company, as well as\nto unaffiliated sub-advisers, including those whose affiliation arises solely from their sub-advisory relationship.

Investments by Registered\nInvestment Companies

Section 12(d)(1) of the 1940 Act restricts investments\nby investment companies in the securities of other investment companies. However, registered investment companies are permitted to invest\nin other investment companies beyond the limits set forth in Section 12(d)(1) in rules under the 1940 Act, subject to certain conditions.\nThe Fund may rely on Rule 12d1-4 of the 1940 Act, which provides an exemption from Section 12(d)(1) that allows the Fund to invest beyond\nthe limits set forth in Section 12(d)(1) if the Fund satisfies certain conditions specified in Rule 12d1-4, including, among other conditions,\nthat the Fund and its advisory group will not control (individually or in the aggregate) an acquired fund (e.g., hold more than 25% of\nthe outstanding voting securities of an acquired fund that is a registered open-end management investment company).

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. Each risk summarized\nbelow is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears. The principal\nrisks are presented in alphabetical order to facilitate finding particular risks and comparing them with those of other funds.

Chinese Investment Risk. The Fund’s\nsignificant investments in instruments that provide exposure to Chinese companies subject the Fund to risks specific to China. China may\nbe subject to considerable degrees of economic, political and social instability. China is an emerging market and demonstrates significantly\nhigher volatility from time to time in comparison to developed markets. Over the last few decades, the Chinese government has undertaken\nreform of economic and market practices and has expanded the sphere of private ownership of property in China. However, Chinese markets\ngenerally continue to experience inefficiency, volatility and pricing anomalies resulting from governmental influence, a lack of publicly\navailable information and/or political and social instability.

Chinese companies are also subject to the risk\nthat Chinese authorities can intervene in their operations and structure. Internal social unrest or confrontations with neighboring countries,\nincluding military conflicts in response to such events, may also disrupt economic development in China and result in a greater risk of\ncurrency fluctuations, currency non-convertibility, interest rate fluctuations and higher rates of inflation.

China has experienced security concerns, such\nas terrorism and strained international relations. Additionally, China is alleged to have participated in state-sponsored cyberattacks\nagainst foreign companies and foreign governments. Actual and threatened responses to such activity and strained international relations,\nincluding purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s\neconomy and Chinese issuers of securities in which the Fund invests. Incidents involving China’s or the region’s security\nmay cause uncertainty in Chinese markets and may adversely affect the Chinese economy and the Fund’s investments. Export growth\ncontinues to be a major driver of China’s rapid economic growth. Reduction in spending on Chinese products and services, supply\nchain diversification, institution of additional tariffs or other trade barriers (including as a result of heightened trade tensions or\na trade war between China and the U.S. or in response to actual or alleged Chinese cyber activity) or a downturn in any of the economies\nof China’s key trading partners may have an adverse impact on the Chinese economy. The Fund’s portfolio may include companies\nthat are subject to economic or trade restrictions (but not investment restrictions) imposed by the U.S. or other governments due to national\nsecurity, human rights or other concerns of such government. So long as these restrictions do not include restrictions on investments,\nthe Fund is generally expected to invest in such companies.

Chinese companies are not subject to the same\ndegree of regulatory requirements, accounting standards or auditor oversight as companies in more developed countries. As a result, information\nabout the Chinese securities in which the Fund invests may be less reliable or complete. Chinese companies with securities listed on U.S.\nexchanges may be delisted if they do not meet U.S. accounting standards and auditor oversight requirements, which would significantly\ndecrease the liquidity and value of the securities. There may be significant obstacles to obtaining information necessary for investigations\ninto or litigation against Chinese companies, and shareholders may have limited legal remedies. Chinese companies may also be subject\nto significantly weaker recordkeeping requirements than the requirements imposed upon U.S. companies.

The Chinese government also plays a major role\nin the country’s economic policies regarding foreign investments. Foreign investors, such as the Fund, are subject to the risk of\nloss from expropriation or nationalization of their investment assets and property, governmental restrictions on foreign investments and\nthe repatriation of capital invested. These risks to foreign investors may impact the ability of the Fund to track the Index, which is\nnot subject to such restrictions. If the Fund is no longer able to seek to track the yield and price performance of the Index, the Fund\nwill consider all options available to it, including possibly changing the Index, the performance of which it seeks to track, or its investment\nobjective. The Chinese government also may intervene or seek to control the operations, structure, or ownership of Chinese companies,\nincluding with respect to foreign investors of such companies. For example, the Fund may invest to a significant extent in variable interest\nentity (“VIE”) structures. VIE structures can vary, but generally consist of a U.S.-listed company with contractual arrangements,\nthrough one or more wholly-owned special purpose vehicles, with a Chinese company that ultimately provides the U.S.-listed company with\ncontractual rights to exercise control over and obtain economic benefits from the Chinese company. The VIE structure enables foreign investors,\nsuch as the Fund, to obtain investment exposure similar to that of an equity owner in a Chinese company in situations in which the Chinese\ngovernment has restricted or prohibited the ownership of such company by foreign investors. As a result, an investment in a VIE structure\nsubjects the Fund to the risks associated with the underlying Chinese company. Intervention by the Chinese government into the operation\nor ownership of VIE structures could significantly and adversely affect the Chinese company’s performance and thus, the value of\nthe Fund’s investment in the VIE, as well as the enforceability of the VIE’s contractual arrangements with the underlying\nChinese company. In the event of such an occurrence, the Fund, as a foreign investor, may have little or no legal recourse. The Fund’s\ninvestment in a VIE structure is also subject to the risk that the underlying Chinese company (or its officers, directors, or Chinese\nequity owners) may breach its contractual arrangements with the other entities in the VIE structure, or Chinese law changes in a way that\nadversely affects the enforceability of these arrangements, or those contracts are otherwise not enforceable under Chinese law, in which\ncase the Fund may suffer significant losses on its VIE investments with little or no recourse available.

Communications Equipment Industry Risk. Failure\nto obtain, or delays in obtaining, financing or regulatory approval, intense competition, product compatibility, consumer preferences,\ncorporate capital expenditures, and rapid obsolescence can significantly affect the communications equipment industry. Communications\nservices companies are subject to extensive government regulation. The costs of complying with governmental regulations, delays or failure\nto receive required regulatory approvals, or the enactment of new adverse regulatory requirements may adversely affect the business of\nsuch companies. These companies can also be significantly affected by competition with alternative technologies, product compatibility,\nconsumer preferences, rapid product obsolescence, and research and development of new products. Technological innovations may make the\nproducts and services of such companies obsolete.

Compute Risk. Compute represents a rapidly emerging asset\nclass comprised of the central infrastructure to the digital economy. As such, Compute companies are subject to intense competition for\nresources including talent, power capacity, water availability, and data center space. Compute companies are also subject to social and\npolitical risks due to the potential of data center buildouts to exceed infrastructure limits, impact surrounding environments, and generate\nlocal community opposition. Compute companies are targets for espionage and cybercrime. Regulation, export controls, and other geopolitical\nbarriers continue to evolve and impact Compute companies.

Concentration Risk. The Fund’s investment\nexposure will be concentrated in (or substantially exposed to) the same industry or group of industries to the extent the Index is so\nconcentrated. In such event, the value of Shares may rise and fall more than the value of shares that invest in securities of companies\nin a broader range of industries.

Counterparty Risk. To the extent\ncontemplated by its investment strategy, the Fund may use derivative instruments, such as options contracts, swap agreements and\nother derivative instruments, and is therefore subject to counterparty risk. The Fund may enter into derivatives transactions either\nthrough an exchange or clearing house or directly with a bank, broker-dealer or other counterparty. With respect to derivatives\ntransactions that are not centrally cleared, including certain swap agreements and other over-the-counter derivatives, the Fund is\nsubject to the risk that its counterparty will be unwilling or unable to perform its obligations, including due to bankruptcy,\ninsolvency, financial distress, operational failure or other default. If a counterparty defaults, the Fund may lose the expected\nbenefit of the transaction, experience delays or costs in recovering collateral or other amounts owed to it, and be required to\nenter into replacement transactions on less favorable terms, if at all. Transactions in some types of derivatives, including certain\noptions and swaps, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared\nderivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of\nclearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing\nhouse, the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions, the Fund will\nmake payments (including margin payments) to and receive payments from a clearing house through its accounts at clearing members.\nCustomer funds held at a clearing organization in connection with cleared derivatives are held in a commingled omnibus account and\nare 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\nthe Fund’s clearing member. In addition, although clearing members guarantee performance of their clients’ obligations\nto the clearing house, there is a risk that the assets of the Fund might not be fully protected in the event of the clearing\nmember’s bankruptcy, as the Fund would be limited to recovering only a pro rata share of all available funds segregated on\nbehalf of the clearing member’s customers for the relevant account class. The Fund is also subject to the risk that a limited\nnumber of clearing members are willing to transact on the Fund’s behalf, which heightens the risks associated with a clearing\nmember’s default. If a clearing member defaults, the Fund could lose some or all of the benefits of a transaction entered into\nby the Fund through the clearing member. If the Fund cannot find a clearing member to transact on the Fund’s behalf, the Fund\nmay be unable to effectively implement its investment strategy.

Data Risk. The composition of the Index\nis heavily dependent on information and data supplied by third parties (“Data”). When Data proves to be incorrect or incomplete,\nany decisions made in reliance thereon may lead to the inclusion or exclusion of securities from the Index universe that would have been\nexcluded or included had the Data been correct and complete. If the composition of the Index reflects such errors, the Fund’s portfolio\ncan be expected to also reflect the errors.

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, imperfect correlation with underlying investments\nor the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and\nlegal restrictions. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from\nthose associated with ordinary portfolio securities transactions. The use of derivatives may result in larger losses or smaller gains\nthan directly investing in securities. When the Fund uses derivatives, there may be an imperfect correlation between the value of the\nunderlying reference asset and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives\noften require only a limited initial investment, the use of derivatives may expose the Fund to losses in excess of those amounts initially\ninvested. In addition, the Fund’s investments in derivatives are subject to the following risks:

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

	Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international politics, changes in the actual or implied volatility of the reference asset, the time remaining until the expiration of the option contract and economic events. For the Fund in particular, the value of the options contracts in which it invests are substantially influenced by the value of the relevant underlying securities. The Fund may experience substantial downside from specific option positions and certain option positions held by the Fund may expire worthless. The options held by the Fund are exercisable at the strike price on their expiration date. As an option approaches its expiration date, its value typically increasingly move with the value of the underlying instrument. However, prior to such date, the value of an option generally does not increase or decrease at the same rate as the underlying instrument. There may at times be an imperfect correlation between the movement in the values of options contracts and the underlying instrument, and there may at times not be a liquid secondary market for certain options contracts. The value of the options held by the Fund will be determined based on market quotations or other recognized pricing methods. Additionally, as the Fund may continuously maintain indirect exposure to one or more of the underlying securities through the use of options contracts, as the options contracts it holds are exercised or expire it will enter into new options contracts, a practice referred to as “rolling.” If the expiring options contracts do not generate proceeds enough to cover the cost of entering into new options contracts, the Fund may experience losses

	\n Swap Agreements. The use of swap transactions\n is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio\n securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal depends on the ability\n of the Adviser to structure such swap agreements in accordance with the Fund’s investment objective and to identify appropriate\n counterparties. If the Adviser is unable to enter into swap agreements that provide the desired synthetic exposure to the underlying security,\n the Fund may not meet its stated investment objective. Additionally, any financing, transaction, or other costs associated with using\n swap transactions may have the effect of lowering the Fund’s return. \n \n The swap agreements in which the Fund invests\n are generally traded in the over-the-counter market, which generally has less transparency than exchange-traded derivative instruments.\n In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular\n predetermined reference assets, securities, or instruments. The gross return to be exchanged or “swapped” between the parties\n is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in the reference asset. \n \n If the underlying security experiences a significant\n price movement that causes a material change in the Fund’s net assets, the terms of a swap agreement between the Fund and its counterparty\n may permit the counterparty to close out the swap transaction with the Fund. In that event, the Fund may be unable to enter into another\n swap agreement or invest in other derivatives to maintain exposure consistent with its investment objective. This may temporarily reduce\n the Fund’s ability to maintain its intended level of synthetic exposure until replacement transactions can be established. \n \n Certain of the swap agreements entered\ninto by the Fund may be unfunded total return swaps, pursuant to which the Fund does not make an initial investment of the full notional\namount of the swap. As a result, the Fund is exposed to the risk that its counterparty will be unable to meet its obligations under the\nswap agreement, and the Fund’s exposure to a counterparty generally equals the net amount owed to the Fund based on the daily change\nin value of the reference asset. In the event of a counterparty default or insolvency, the Fund may incur losses in excess of the collateral,\nif any, posted by the counterparty, and the timing and amount of any recovery may be uncertain. In addition, the use of unfunded swap\nagreements may create economic leverage for the Fund, which may magnify gains and losses and increase the volatility of the Fund’s\nreturns.

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

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.

Electronic Equipment,\nInstruments and Components Industry Risk. Companies in the electronic equipment, instruments, and\ncomponents industry face risks posed by geopolitical tensions such as trade wars, sanctions, and export controls, which can disrupt\nthe flow of critical components, raw materials, and advanced technologies. Such disruptions may lead to shortages, longer lead\ntimes, and increased costs. Geopolitical events can also destabilize key manufacturing regions. Such companies may also be heavily\ndependent on a single or a few suppliers for components which increases their vulnerability to unforeseeable events like natural\ndisasters, factory fires, equipment breakdowns, or labor strikes. Limited production capacity for key components like semiconductors\nand potential scarcities of critical minerals (e.g., lithium) can cause production delays and cost increases. Congestion at ports,\ncontainer shortages, and rising shipping costs can hinder timely delivery of components. Components can become obsolete during a\nproduct’s lifecycle, leading to project delays and additional costs. Fluctuations in consumer and industry demand for\nelectronic products can lead to rapid shifts in the market, making production forecasting challenging and potentially resulting in\nexcess inventory or missed sales opportunities. Rapid technological changes, including advancements in artificial intelligence (AI),\n5G (i.e., referring to fifth generation cellular technology) and electric vehicles, for example, while driving growth also require\ncontinuous innovation and investment for companies to remain competitive in a highly competitive industry. Additionally,\ntechnological advancements are critical for maintaining competitiveness in this sector, but the high cost and uncertain outcomes of\nresearch and development efforts may pose financial risks. Companies in this industry face heightened cybersecurity risks due to the\nsensitive nature of their technologies, and breaches can lead to operational disruptions, reputational damage, and regulatory\nscrutiny.

Equity Market Risk. Common stocks, such\nas those held by the Fund, are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations,\nbecause common stockholders generally have inferior rights to receive payment from specific issuers. The equity securities held in the\nFund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because\nof factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests.

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 Fund’s\ninvestment strategy may require it to redeem Shares for cash or to otherwise include cash as part of its redemption proceeds. For example,\nthe Fund may not be able to redeem in-kind certain securities held by the Fund (e.g., derivative instruments). In such a case, the Fund\nmay be required to sell or unwind portfolio investments to obtain the cash needed to distribute redemption proceeds. This may cause the\nFund to recognize a capital gain that it might not have recognized if it had made a redemption in-kind. As a result, the Fund may pay\nout higher annual capital gain distributions than if the in-kind redemption process was used. By paying out higher annual capital gain\ndistributions, investors may be subjected to increased capital gains taxes. The costs associated with cash redemptions may include brokerage\ncosts that the Fund may not have incurred if it had made the redemptions in-kind. These costs could be imposed on the Fund, decreasing\nits NAV, to the extent these costs are not offset by a transaction 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 Cboe BZX Exchange, Inc. (the “Exchange”), and may be traded on U.S.\nexchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange.\nIn stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings,\nwhich can be significantly less liquid than Shares. This adverse effect on liquidity for the Fund’s shares may lead to wider bid-ask\nspreads and 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.

Focused Portfolio Risk. The Fund will hold\na relatively focused portfolio that may contain exposure to the securities of fewer issuers than the portfolios of other ETFs. Holding\na relatively focused portfolio may increase the risk that the value of the Fund could go down because of the poor performance of one or\na few investments.

Foreign Investment Risk. The Fund may invest in foreign companies.\nSuch investments involve certain risks not involved in domestic investments and may experience more rapid and extreme changes in value\nthan investments in securities of U.S. companies. Financial markets in foreign countries often are not as developed, efficient, or liquid\nas financial markets in the United States, and therefore, the prices of non-U.S. securities and instruments can be more volatile. In addition,\nthe Fund will be subject to risks associated with adverse political and economic developments in foreign countries, which may include\nthe imposition of economic sanctions. Generally, there is less readily available and reliable information about non-U.S. issuers due to\nless rigorous disclosure or accounting standards and regulatory practices.

Foreign Securities Risk. Investments\nin securities or other instruments of non-U.S. issuers involve certain risks not involved in domestic investments and may experience more\nrapid and extreme changes in value than investments in securities of U.S. companies. Financial markets in foreign countries often are\nnot as developed, efficient, or liquid as financial markets in the United States, and therefore, the prices of non-U.S. securities and\ninstruments can be more volatile. In addition, the Fund will be subject to risks associated with adverse political and economic developments\nin foreign countries, which may include the imposition of economic sanctions. Generally, there is less readily available and reliable\ninformation about non-U.S. issuers due to less rigorous disclosure or accounting standards and regulatory practices. Investments in foreign\ncompanies’ securities, including investments via depositary receipts, are subject to special risks, including the following:

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	Currency Risk. Changes in currency exchange rates can negatively affect securities denominated in and/or receiving revenues in foreign currencies. Adverse changes in currency exchange rates (relative to the U.S. dollar) may erode or reverse any potential gains from the Fund’s investments in securities denominated in a foreign currency or may widen existing losses. The liquidity and trading value of foreign currencies could be affected by global economic factors, such as inflation, interest rate levels, and trade balances among countries, as well as the actions of sovereign governments and central banks.

	Depositary Receipt Risk. Depositary receipts involve risks similar to those associated with investments in foreign securities and give rise to certain additional risks. Depositary receipts listed on U.S. or foreign exchanges are issued by banks or trust companies and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares (Underlying Shares). When the Fund invests in depositary receipts as a substitute for an investment directly in the Underlying Shares, the Fund is exposed to the risk that the depositary receipts may not provide a return that corresponds precisely with that of the Underlying Shares.

	Emerging Markets Risk. Investments in securities and instruments traded in developing or emerging markets, or that provide exposure to such securities or markets, can involve additional risks relating to political, economic, or regulatory conditions not associated with investments in U.S. securities and instruments or investments in more developed international markets. Such conditions may impact the ability of the Fund to buy, sell or otherwise transfer securities, adversely affect the trading market and price for Fund shares and cause the Fund to decline in value.

Index Strategy Risk. The Fund’s strategy\nis linked to an Index maintained by the Index Provider that exercises complete control over the Index. The Index Provider may delay or\nadd a rebalance date, which may adversely impact the performance of the Fund and its correlation to the Index. In addition, there is no\nguarantee that the methodology used by the Index Provider to identify constituents for the Index will achieve its intended result or positive\nperformance. Errors in Index data, Index computations or the construction of the Index in accordance with its methodology may occur from\ntime to time and may not be identified and/or corrected for a period of time or at all, which may have an adverse impact on the Fund.

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

IPO/SPAC/de-SPAC Risk. The Fund may invest\nin companies that have recently completed an IPO, are derived from a SPAC, or are derived from a de-SPAC business combination, including\nSPACs that have not yet completed a business combination (“Pre-Combination” SPACs). These companies may be unseasoned and\nlack a trading history, a track record of reporting to investors, and widely available research coverage. IPOs and stocks derived from\nSPACs or de-SPAC business combinations are thus often subject to extreme price volatility and speculative trading. These stocks may have\nabove-average price appreciation in connection with the IPO or relevant transaction prior to the Fund’s purchase. The price of stocks\nselected may not continue to appreciate and the performance of these stocks may not replicate the performance exhibited in the past. In\naddition, IPOs and stocks derived from SPACs or de-SPAC business combinations may share similar illiquidity risks of private equity and\nventure capital. The ownership of many IPOs and stocks derived from SPACs or de-SPACs often includes large holdings by venture capital\nand private equity investors who seek to sell their shares in the public market in the months following an IPO or relevant transaction\nwhen shares restricted by lock-up are released, causing greater volatility and possible downward pressure during the time that locked-up\nshares are released, and SPAC investments may involve additional risks, including pricing misalignment, limited publicly available information,\ndependence on the sponsor’s ability to identify and consummate a business combination, potential conflicts of interest, and, in\nthe case of Pre-Combination SPACs, the risk that a suitable business combination is not completed within a specified time period, which\nmay result in liquidation of the SPAC.

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.\nThere is no assurance that a security that is deemed liquid when purchased will continue to be liquid. Market illiquidity may cause losses\nfor 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, including money market funds, may lose money through fees or other means.

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.

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 Adviser seek to reduce\nthese operational risks through controls and procedures, there is no way to completely protect against such risks.

Passive Investment Risk. The Fund invests\nin the securities included in, or representative of, its Index regardless of their investment merit. The Fund does not attempt to outperform\nits Index or take defensive positions in declining markets. As a result, the Fund’s performance may be adversely affected by a general\ndecline in the market segments relating to its Index.

Semiconductor & Semiconductor Equipment\nIndustry Risks. Semiconductor companies may face intense competition, both domestically and internationally, and such competition\nmay have an adverse effect on their profit margins. Semiconductor companies may have limited product lines, markets, financial resources\nor personnel. Semiconductor companies’ supply chain and operations are dependent on the availability of materials that meet exacting\nstandards and the use of third parties to provide components and services. Semiconductor companies may rely on a limited number of suppliers,\nor upon suppliers in a single location, for certain materials, equipment or tools. Finding and qualifying alternate or additional suppliers\ncan be a lengthy process that can cause production delays or impose unforeseen costs, and such alternatives may not be available at all.\nProduction can be disrupted by the unavailability of resources, such as water, silicon, electricity, gases and other materials. Suppliers\nmay also increase prices or encounter cybersecurity or other issues that can disrupt production or increase production costs.

Software Industry Risk. The software\nindustry can be significantly affected by intense competition, aggressive pricing, technological innovations, and product obsolescence.\nCompanies in the software industry are subject to significant competitive pressures, such as aggressive pricing, new market\nentrants, competition for market share, short product cycles due to an accelerated rate of technological developments and the potential\nfor limited earnings and/or falling profit margins. These companies also face the risks that new services, equipment or technologies will\nnot be accepted by consumers and businesses or will become rapidly obsolete. These factors can affect the profitability of these companies\nand, as a result, the value of their securities. Also, patent protection is integral to the success of many companies in this industry,\nand profitability can be affected materially by, among other things, the cost of obtaining (or failing to obtain) patent approvals, the\ncost of litigating patent infringement and the loss of patent protection for products (which significantly increases pricing pressures\nand can materially reduce profitability with respect to such products). In addition, many software companies have limited operating histories.\nPrices of these companies’ securities historically have been more volatile than other securities, especially over the short term.

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 on shares of\na single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts and options\non 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, has\na 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 RIC.

Tracking Error Risk. While the Fund generally\nseeks to track the performance, before fees and expenses, of the Index, the performance of the Fund and its Index may differ from each\nother for a variety of reasons. For example, the Fund incurs operating expenses and portfolio transaction costs not incurred by the Index.\nIn addition, the Fund may not be fully invested in the securities of the Index at all times or may hold securities not included in the\nIndex.

Underlying Index Risk. Neither the Fund’s\ninvestment adviser nor the Index Provider is able to guarantee the continuous availability or timeliness of the production of the Index.\nThe calculation and dissemination of the Index values may be delayed if the information technology or other facilities of the Index Provider,\ncalculation agent, data providers and/or relevant stock exchange malfunction for any reason. A significant delay may cause trading in\nshares of the Fund to be suspended. Errors in Index data, computation and/or the construction in accordance with its methodology may occur\nfrom time to time and may not be identified and corrected by the Index Provider, calculation agent or other applicable party for a period\nof time or at all, which may have an adverse impact on the Fund and its shareholders.

Warrants and Rights Risk. The Fund may\nreceive or invest in warrants or rights in connection with its purchase of equity securities, including SPAC units. Warrants and rights\ndo not represent an ownership interest in the issuer but instead confer the right to purchase underlying securities at a specified price,\nsubject to the terms of the instrument. Accordingly, holders of warrants or rights generally do not have voting rights, receive dividends,\nor have rights with respect to the assets of the issuer. Investments in warrants and rights are speculative and involve a high degree\nof risk. The value of warrants and rights may be highly volatile and may not move in tandem with the value of the underlying securities.\nIn addition, warrants and rights are complex financial instruments, and their accounting treatment and valuation involve significant judgment.\nFor example, depending on their terms and the specific facts and circumstances of the issuer, warrants may be classified as equity or\nas assets or liabilities of the issuer, which can affect their valuation and increase the risk of error. Warrants and rights are also\nsubject to the risk that they may expire worthless if not exercised or sold prior to expiration. In addition, the effective cost of acquiring\nthe underlying securities upon exercise (i.e., the purchase price of the warrant or right plus the exercise price) may exceed the market\nvalue of the underlying securities at the time of exercise. With respect to SPAC-related investments, if a SPAC does not complete a business\ncombination within the specified time period, any associated warrants or rights held by the Fund may expire worthless.

PORTFOLIO HOLDINGS INFORMATION

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\npolicies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement\nof Additional Information (“SAI”).

MANAGEMENT

Investment Adviser

Tidal Investments LLC (“Tidal”\nor “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, 2026, 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\nAdviser is responsible for the day-to-day management of the Fund’s portfolio, including determining the securities and financial\ninstruments purchased and sold by the Fund and trading portfolio securities and financial instruments for the Fund, subject to the supervision\nof the Board. The Adviser also arranges for transfer agency, custody, fund administration, and all other related services necessary\nfor the Fund to operate. For the services provided to the Fund, the Fund pays the Adviser a unitary management fee of 0.75%, which is\ncalculated daily and paid monthly, at an annual rate based 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 its advisory\nfee, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other\nexpenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses,\naccrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1\nunder the 1940 Act, and litigation expenses, and other non-routine or extraordinary expenses (collectively, the “Excluded Expenses”).

Advisory Agreement

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

Portfolio Managers

The following individuals (each, a “Portfolio\nManager”) have served as portfolio managers of the Fund since inception. Each of Mr. Hicks and Ms. Duan is jointly and primarily\nresponsible for the day-to-day management of the Fund.

Andy Hicks, Portfolio Manager for the\nAdviser

Mr. Hicks serves as SVP of Trading for\nTidal, having joined Tidal in 2025. Mr. Hicks previously served as Director of ETF Portfolio Management, Trading, and Research\nat SS&C ALPS Advisors for over ten years. Prior to SS&C ALPS Advisors, Mr. Hicks held roles as a Senior Equity Trader\nand Research Analyst with Virtus Investment Partners, specializing in equity and ETF trading, and a head equity trader for SCM Advisors.\nWith over 20 years of experience, Mr. Hicks holds an accounting/ finance degree from Miami University (Ohio) and an MBA in Finance\nfrom the University of Colorado – Denver.

Qiao Duan, CFA, Portfolio Manager for the Adviser

Ms. Duan serves as Portfolio Manager at Tidal,\nhaving joined Tidal in October 2020. From February 2017 to October 2020, she was an execution Portfolio Manager at Exponential ETFs, where\nshe managed research and analysis relating to all Exponential ETF strategies. Ms. Duan previously served as a portfolio manager for the\nExponential ETFs from their inception in May 2019 until October 2020. Ms. Duan received a Master of Science in Quantitative Finance and\nRisk Management from the University of Michigan in 2016 and a Bachelor of Science in Mathematics and Applied Mathematics from Xiamen University\nin 2014. She holds the CFA designation.

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

CFA^® is a registered trademark\nowned by the CFA Institute.

Fund Sponsor

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

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.\nIf the amount of the unitary management fees for the Fund exceeds the Fund’s operating expenses and the Adviser-retained amount,\nthat excess amount is considered “remaining profit.” In that case, the Adviser will pay a portion of the remaining profits\nto Defiance.

If the amount of the unitary management fee for\nthe Fund is less than the Fund’s operating expenses and the Adviser-retained amount, Defiance is obligated to reimburse the Adviser\nfor 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\nthe frequency of purchases and redemptions of Shares. In determining not to approve a written, established policy, the Board\nevaluated the risks of market timing activities by the Fund’s shareholders. Purchases and redemptions by APs, who are the only\nparties that may purchase or redeem Shares directly with the Fund, are an essential part of the ETF process and help keep Share\ntrading prices in line with the NAV. As such, the Fund accommodates frequent purchases and redemptions by APs. However, the Board\nhas also determined that frequent purchases and redemptions for cash may increase tracking error and portfolio transaction costs and\nmay lead to the realization of capital gains. To minimize these potential consequences of frequent purchases and redemptions, the\nFund employs fair value pricing and may impose transaction fees on purchases and redemptions of Creation Units to cover the\ncustodial and other costs incurred by the Fund in effecting trades. In addition, the Fund and the Adviser reserve the right to\nreject any purchase order at any time.

Determination of Net Asset Value

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

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

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.

Debt securities are valued by using an evaluated\nmean of the bid and asked prices provided by independent pricing agents. The independent pricing agents may employ methodologies that\nutilize actual market transactions (if the security is actively traded), broker dealer supplied valuations, or other methodologies designed\nto identify the market value for such securities. In arriving at valuations, such methodologies generally consider factors such as security\nprices, yields, maturities, call features, ratings and developments relating to specific securities.

Generally, trading in non-U.S. securities and\nmoney market instruments is substantially completed each day at various times prior to the close of regular trading hours of the NYSE.\nThe values of such securities used in computing the NAV of the Fund are determined as of such times.

Fair Value Pricing

The Board has designated the Adviser as the “valuation\ndesignee” for the Fund under Rule 2a-5 of the 1940 Act, subject to its oversight. The Adviser has adopted procedures and methodologies,\nwhich have been approved by the Board, to fair value Fund investments whose market prices are not “readily available” or are\ndeemed to be unreliable. For example, such circumstances may arise when: (i) an investment has been delisted or has had its trading halted\nor suspended; (ii) an investment’s primary pricing source is unable or unwilling to provide a price; (iii) an investment’s\nprimary trading market is closed during regular market hours; or (iv) an investment’s value is materially affected by events occurring\nafter the close of the investment’s primary trading market. Generally, when fair valuing an investment, the Adviser will take into\naccount all reasonably available information that may be relevant to a particular valuation including, but not limited to, fundamental\nanalytical data regarding the issuer, information relating to the issuer’s business, recent trades or offers of the investment,\ngeneral and/or specific market conditions, and the specific facts giving rise to the need to fair value the investment. Fair value determinations\nare made in good faith and in accordance with the fair value methodologies included in the Adviser’s valuation procedures. The Adviser\nwill fair value Fund investments whose market prices are not “readily available” or are deemed to be unreliable. Due to the\nsubjective and variable nature of fair value pricing, there can be no assurance that the Adviser will be able to obtain the fair value\nassigned 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 will declare and pay income and capital\ngain distributions, if any, in cash. Distributions in cash may be reinvested automatically in additional whole Shares only if the broker\nthrough whom you purchased Shares makes such option available. Your broker is responsible for distributing the income and capital gain\ndistributions 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. The Fund intends\nto pay out dividends and interest income, if any, annually, and distribute any net realized capital gains to its shareholders at least\nannually. For federal income tax purposes, distributions of net investment income are generally taxable as ordinary income or qualified\ndividend income. Taxes on distributions of net capital gains (if any) are determined by how long the Fund owned the investments that\ngenerated them, rather than how long a shareholder has owned their Shares. Sales of assets held by the Fund for more than one year generally\nresult in long-term capital gains and losses, and sales of assets held by the Fund for one year or less generally result in short-term\ncapital gains and losses. Distributions of the Fund’s net capital gain (the excess of net long-term capital gains over net short-term\ncapital losses) that are reported by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as long-term\ncapital gains. Distributions of short-term capital gain will generally be taxable as ordinary income. Dividends and distributions are\ngenerally 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. Corporate shareholders may be\nentitled to a dividends-received deduction for the portion of dividends they receive from the Fund that are attributable to dividends\nreceived by the Fund from U.S. corporations, subject to certain limitations. Given the investment strategies of the Fund, it is unlikely\nthat any dividends paid by the Fund will be qualified dividends or be eligible for the corporate dividends paid 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 federal income tax, certain\nindividuals, trusts, and estates may be subject to a Net Investment Income (“NII”) tax of 3.8%. The NII tax is imposed on\nthe lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to such income; or (ii) the amount by which\nsuch taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000\nfor unmarried individuals and $125,000 for married individuals filing separately). The Fund’s distributions are includable in a\nshareholder’s investment income for purposes of this NII tax. In addition, any capital gain realized by a shareholder upon a sale\nor redemption of shares of the Fund is includable in such shareholder’s investment income for purposes of this NII tax.

In general, your distributions are subject to\nfederal income tax for the year in which they are paid. Certain distributions paid in January, however, may be treated as paid on December\n31 of the prior year. Distributions are generally taxable even if they are paid from income or gains earned by the Fund before your investment\n(and thus were included in the Shares’ NAV when you purchased your Shares).

You may wish to avoid investing in the Fund shortly\nbefore a dividend or other distribution, because such a distribution will generally be taxable even though it may economically represent\na return of a portion of your investment.

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 the 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 they might not have recognized if they had completely satisfied the redemption in-kind. As a result, the Fund may be less\ntax efficient if it includes such a cash payment in the proceeds paid upon the redemption of Creation Units.

Foreign Investments by the Fund

Interest and other income received by the\nFund with respect to foreign securities may give rise to withholding and other taxes imposed by foreign countries. Tax treaties or\nconventions between certain countries and the United States may reduce or eliminate such taxes. If, as of the close of a taxable\nyear, more than 50% of the value of the Fund’s assets consists of certain foreign stock or securities, the Fund will be\neligible to elect to pass through to investors the amount of certain qualifying foreign income and similar taxes paid by the Fund\nduring that taxable year. This means that investors would be considered to have received as additional income their respective\nshares of such foreign taxes, but may be entitled to either a corresponding tax deduction in calculating taxable income, or, subject\nto certain limitations, a credit in calculating federal income tax. If the Fund does not so elect, the Fund will be entitled to\nclaim a deduction for certain foreign taxes incurred by the Fund. The Fund (or its administrative agent) will notify you if it makes\nsuch an election and provide you with the information necessary to reflect foreign taxes paid on your income tax return.

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 the Fund’s distribution schedule. Purchasing Fund shares\nshortly before 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 the Fund pays a $1 per share distribution on December 16, the share price would adjust to\n$19 (ignoring market fluctuations). Although your total investment value remains $5,000 (250 shares × $19 in share value plus 250\nshares × $1 distribution), you would owe taxes on the $250 distribution, even if you reinvest the distribution rather than receiving\nit in cash.

Distributions are taxable to shareholders even\nif they are paid from income or gains realized by the Fund before you invested, and even if they were reflected in the purchase price\nof the 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 of\nthe possible consequences under current federal tax law of an investment in the Fund. It is not a substitute for personal tax advice.\nYou also may be subject to foreign, state and local tax on Fund distributions and sales of Shares. Consult your personal tax advisor about\nthe potential tax consequences of an investment in Shares under all applicable tax laws. For more information, please see the section\nentitled “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

Information regarding how often Shares of the\nFund 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 be found on the\nFund’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 any Fund particularly.

The Trust’s 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\nrepresenting no less than a majority of the Fund’s outstanding shares must join in bringing the derivative action. If a demand\nis rejected, the complaining shareholders will be responsible for the costs and expenses (including attorneys’ fees) incurred by\nthe Fund in connection with the consideration of the demand, if a court determines that the demand was made without reasonable cause\nor for an improper purpose. If a derivative action is brought in violation of the Declaration of Trust, the shareholders bringing the\naction may be responsible for the Fund’s costs, including attorneys’ fees, if a court determines that the action was brought\nwithout reasonable cause or for an improper purpose. The Declaration of Trust provides that no shareholder may bring a direct action\nclaiming injury as a shareholder of the Trust, or any Fund, where the matters alleged (if true) would give rise to a claim by the Trust\nor by the Trust on behalf of the Fund, unless the shareholder has suffered an injury distinct from that suffered by the shareholders\nof the Trust, or the Fund, generally. Under the Declaration of Trust, a shareholder bringing a direct claim must be a shareholder of\nthe Fund with respect to which the direct action is brought at the time of the injury complained of or have acquired the shares afterwards\nby operation of law from a person who was a shareholder at that time. The Declaration of Trust further provides that the Fund shall be\nresponsible for payment of attorneys’ fees and legal expenses incurred by a complaining shareholder only if required by law, and\nany attorneys’ fees that the Fund is obligated to pay shall be calculated using reasonable hourly rates. These provisions do not\napply to claims brought under the federal securities laws.

The Declaration of Trust also requires that actions\nby shareholders against the Fund be brought exclusively in a federal or state court located within the State of Delaware. This provision\nwill not apply to claims brought under the federal securities laws. Limiting shareholders’ ability to bring actions only in courts\nlocated in Delaware may cause shareholders economic hardship to litigate the action in those courts, including paying for travel expenses\nof witnesses and counsel, requiring the retention of local counsel, and may limit shareholders’ ability to bring a claim in a judicial\nforum 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 periods of operations.\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\n 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 Fund’s investments and certain other additional information. A current SAI\ndated October 20, 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, you can obtain free copies\nof these documents, request other information, or make general inquiries about the Fund by contacting the Fund at the Defiance ETFs,\nc/o U.S. Bank Global Fund Services P.O. 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 http://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)

$\"\"$

Defiance China Quantum ETF (CHQT)

listed on Cboe BZX Exchange, Inc.

STATEMENT OF ADDITIONAL INFORMATION

October 20, 2026

This Statement of Additional Information (“SAI”)\nis not a prospectus and should be read in conjunction with the Prospectus for the Defiance China Quantum ETF (the “Fund”),\na series of Tidal Trust V (the “Trust”), dated October 20, 2026, as may be supplemented from time to time (the “Prospectus”).\nCapitalized terms used in this SAI that are not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of\nthe Prospectus may be obtained without charge, by calling the Fund at (833) 333-9383, visiting www.defianceetfs.com, or writing to the\nDefiance China Quantum ETF, c/o U.S. Bank Global Fund Services, P.O. Box 219252, Kansas 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

General Information about the Trust	1
Additional Information about Investment Objectives, Policies, and Related Risks	1
Description of Permitted Investments	2
Investment Restrictions	11
Exchange Listing and Trading	12
Management of the Trust	13
Principal Shareholders, Control Persons and Management Ownership	18
Codes of Ethics	18
Proxy Voting Policies	18
Investment Adviser	19
Portfolio Managers	19
The Distributor	20
Administrator	22
Transfer Agent and Fund Accountant	22
Custodian	22
Legal Counsel	22
Independent Registered Public Accounting Firm	22
Portfolio Holdings Disclosure Policies and Procedures	22
Description of Shares	22
Limitation of Trustees’ Liability	23
Brokerage Transactions	23
Portfolio Turnover Rate	25
Book Entry Only System	25
Purchase and Redemption of Shares in Creation Units	26
Determination of Net Asset Value	31
Dividends and Distributions	31
Federal Income Taxes	32
Financial Statements	36

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. The Trust was organized as a Delaware statutory\ntrust on April 29, 2025. The Trust is registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment\nCompany Act of 1940, as amended (together with the rules and regulations adopted thereunder, as amended, the “1940 Act”),\nas an open-end management investment company and the offering of the Fund’s shares (“Shares”) is registered under the\nSecurities Act of 1933, as amended (the “Securities Act”). The Trust is governed by its Board of Trustees (the “Board”).\nTidal Investments LLC (the “Adviser”), a Tidal Financial Group company, serves as investment adviser to the Fund.

The Fund offers and issues Shares at their\nnet asset value (“NAV”) only in aggregations of a specified number of Shares (each, a “Creation Unit”). The Fund\ngenerally offers and issues Shares in exchange for a basket of securities (“Deposit Securities”) together with the deposit\nof a specified cash payment (“Cash Component”). The Trust reserves the right to permit or require the substitution of a “cash\nin lieu” amount (“Deposit Cash”) to be added to the Cash Component to replace any Deposit Security. Shares are or will\nbe listed on Cboe BZX Exchange, Inc. (the “Exchange”). Shares trade on the Exchange\nat market prices that may differ from the Shares’ NAV. Shares are also redeemable only in Creation Unit aggregations, and generally\nin exchange for portfolio securities and a specified cash payment, or entirely for cash. As a practical matter, only institutions or\nlarge investors, known as “Authorized Participants” or “APs,” purchase or redeem Creation Units. Except when\naggregated 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, POLICIES, AND\nRELATED RISKS

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

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. A “non-diversified” classification means that the Fund is not limited by the 1940 Act’s\ndiversification requirements with regard to the percentage of its assets that may be invested in the securities of a single issuer. This\nmeans that the Fund may invest a greater portion of its assets in the securities of a single issuer or a smaller number of issuers than\nif it was a diversified fund, and therefore, those issuers may constitute a greater portion of the Fund’s portfolio. This may have\nan adverse effect on the Fund’s performance or subject its Shares to greater price volatility than more diversified investment companies.\nMoreover, in pursuing its objective, the Fund may hold the securities of a single issuer in an amount exceeding 10% of the value of the\noutstanding securities of the issuer, subject to restrictions imposed by the Internal Revenue Code of 1986, 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 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 “Federal\nIncome 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.

Financial markets, both domestic and foreign,\nhave recently experienced an unusually high degree of volatility. Continuing events and possible continuing market turbulence may have\nan adverse effect on performance of the Fund.

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, a sub-adviser, Custodian (defined below), Transfer Agent (defined below), intermediaries and other third-party\nservice providers may adversely impact the Fund. For instance, cyber attacks may interfere with the processing of shareholder transactions,\nimpact the Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential company information,\nimpede trading, subject the Fund to regulatory fines or financial losses, and cause reputational damage. The Fund may also incur additional\ncosts for cyber security risk management purposes. Similar types of cyber security risks are also present for issuers of securities in\nwhich the Fund invests, which could result in material adverse consequences for such issuers, and may cause the Fund’s investment\nin such portfolio companies to lose value.

DESCRIPTION OF PERMITTED INVESTMENTS

The following are descriptions of the permitted\ninvestments and investment practices and the associated risk factors. The Fund will invest in any of the following instruments or engage\nin any of the following investment practices only if such investment or activity is consistent with the Fund’s investment objective\nand permitted by the Fund’s stated investment policies. In addition, certain of the techniques and investments discussed in this\nSAI 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

Under the 1940 Act, the Fund may borrow up to\none-third (1/3) of its total assets. The Fund will borrow money only for short-term or emergency purposes. Such borrowing is not for investment\npurposes and will be repaid by the Fund promptly. Borrowing will tend to exaggerate the effect on NAV of any increase or decrease in the\nmarket value of the Fund’s portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings\non the securities purchased. The Fund also may be required to maintain minimum average balances in connection with a borrowing or to pay\na commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated\ninterest rate.

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\nare also units of ownership in a company. Preferred stocks normally have preference over common stock in the payment of dividends and\nthe liquidation 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.

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\na privilege granted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is issued.\nRights normally have a short life of usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock\nat a lower price than the public offering price. Warrants are securities that are usually issued together with a debt security or preferred\nstock and 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.

Tracking Stocks. The Fund may invest in\ntracking stocks. A tracking stock is a separate class of common stock whose value is linked to a specific business unit or operating division\nwithin a larger company and which is designed to “track” the performance of such business unit or division. The tracking stock\nmay pay dividends to shareholders independent of the parent company. The parent company, rather than the business unit or division, generally\nis the issuer of tracking stock. However, holders of the tracking stock may not have the same rights as holders of the company’s\ncommon stock.

When-Issued Securities — A\nwhen-issued security is one whose terms are available and for which a market exists, but which has not been issued. When the Fund engages\nin when-issued transactions, it relies on the other party to complete the sale. If the other party fails to complete the sale, the Fund\nmay miss the opportunity to 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.

SEC Rule 18f-4 under the 1940 Act (“Rule\n18f-4” or the “Derivatives Rule”) permits the Fund to invest in securities on a when-issued or forward-settling basis,\nor with a non-standard settlement cycle, notwithstanding the limitation on the issuance of senior securities in Section 18 of the 1940\nAct, provided that the Fund intends to physically settle the transaction and the transaction will settle within 35 days of its trade date\n(the “Delayed-Settlement Securities Provision”). A when-issued, forward-settling, or non-standard settlement cycle security\nthat does not satisfy the Delayed-Settlement Securities Provision is treated as a derivatives transaction under Rule 18f-4.

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 purposes\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.

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

Options

The Fund may purchase and write (sell) put and\ncall options on indices and enter into related closing transactions. A put option on a security gives the purchaser of the option the\nright to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period. A call\noption on a security gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying\nsecurity at any time during the option period. The premium paid to the writer is the consideration for undertaking the obligations under\nthe option contract.

Put and call options on indices are similar to\noptions on securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of\ncash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option.\nThis amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed\nin dollars multiplied by a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss\ndepends on price movements in the particular market represented by the index generally, rather than the price movements in individual\nsecurities.

The Fund may trade put and call options on securities,\nsecurities indices and currencies, as the Adviser determines is appropriate in seeking the Fund’s investment objective, and except\nas restricted by the Fund’s investment limitations.

The initial purchase (sale) of an option contract\nis an “opening transaction.” In order to close out an option position, the Fund may enter into a “closing transaction,”\nwhich is simply the purchase of an option contract on the same security with the same exercise price and expiration date as the option\ncontract originally opened. If the Fund is unable to effect a closing purchase transaction with respect to an option it has written, it\nwill not be able to sell the underlying security until the option expires or the Fund delivers the security upon exercise.

The Fund may purchase put and call options on\nsecurities to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market\nvalue of securities that the Fund may seek to purchase in the future. The Fund purchasing put and call options pays a premium; therefore,\nif price movements in the underlying securities are such that exercise of the options would not be profitable for the Fund, loss of the\npremium paid may be offset by an increase in the value of the Fund’s securities or by a decrease in the cost of acquisition of securities\nby the Fund.

The Fund may write call options on securities\nas a means of increasing the yield on its assets and as a means of providing limited protection against decreases in its market value.\nWhen the Fund writes an option, if the underlying securities do not increase or decrease to a price level that would make the exercise\nof the option profitable to the holder thereof, the option generally will expire without being exercised and the Fund will realize as\nprofit the premium received for such option. When a call option of which the Fund is the writer is exercised, the Fund will be required\nto sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such\nsecurities above the strike price. When a put option of which the Fund is the writer is exercised, the Fund will be required to purchase\nthe underlying securities at a price in excess of the market value of such securities.

The Fund may purchase and write options on an\nexchange or over-the-counter. OTC options differ from exchange-traded options in several respects. They are transacted directly with dealers\nand not with a clearing corporation, and therefore entail the risk of non-performance by the dealer. OTC options are available for a greater\nvariety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because\nOTC options are not traded on an exchange, pricing is done normally by reference to information from a market maker. It is the SEC’s\nposition that OTC options are generally illiquid.

The market value of an option generally reflects\nthe market price of an underlying security. Other principal factors affecting market value include supply and demand, interest rates,\nthe pricing volatility of the underlying security and the time remaining until the expiration date.

Risks associated with options transactions include\n(1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations\nin markets and movements in interest rates, (2) there may be an imperfect correlation between the movement in prices of options and the\nsecurities underlying them, (3) there may not be a liquid secondary market for options, and (4) while the Fund will receive a premium\nwhen it writes covered call options, it may not participate fully in a rise in the market value of the underlying security.

Swaps

Generally, swap agreements are contracts between\nthe Fund and another party (the swap counterparty) involving the exchange of payments on specified terms over periods ranging from a few\ndays to multiple years. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap)\nor, in some instances, must be transacted through an FCM and cleared through a clearinghouse that serves as a central counterparty (for\na cleared swap). In a basic swap transaction, the Fund agrees with the swap counterparty to exchange the returns (or differentials in\nrates 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.

Most swaps entered into by the Fund provide for\nthe calculation and settlement of the obligations of the parties to the agreement on a “net basis” with a single payment.\nConsequently, the Fund’s current obligations (or rights) under a swap will generally be equal only to the net amount to be paid\nor received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”).\nOther swaps may require initial premium (discount) payments as well as periodic payments (receipts) related to the interest leg of the\nswap or to the return on the reference entity. The Fund’s current obligations under the types of swaps that the Fund expects to\nenter into will be accrued daily (offset against any amounts owed to the Fund by the counterparty to the swap) and any accrued but unpaid\nnet amounts owed to a swap counterparty will be collateralized by the Fund posting collateral to a tri-party account between the Fund’s\ncustodian, the Fund, and the counterparty. However, typically no payments will be made until the settlement date. Swap agreements do not\ninvolve the delivery of securities or other underlying assets. Accordingly, if a swap is entered into on a net basis and if the counterparty\nto a swap agreement defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled\nto receive, if any.

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.

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.

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\nmarket is illiquid, the Fund may not be able to establish or liquidate a position at an advantageous time or price, which may result\nin significant losses. Participants in the swap markets are not required to make continuous markets in the swap contracts they trade.\nParticipants could refuse to quote prices for swap contracts or quote prices with an unusually wide spread between the price at which\nthey are prepared to buy and the price at which they are prepared to sell. Some swap agreements entail complex terms and may require\na greater degree of subjectivity in their valuation. However, the swap markets have grown substantially in recent years, with a large\nnumber of financial institutions acting both as principals and agents, utilizing standardized swap documentation. As a result, the swap\nmarkets have become increasingly liquid. In addition, central clearing and the trading of cleared swaps on public facilities are intended\nto increase liquidity. The Adviser, under the supervision of the Board, is responsible for determining and monitoring the liquidity of\nthe 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.

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, under recent financial\nreforms, certain types of swaps are, and others eventually are expected to be, required to be cleared through a central counterparty,\nwhich 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.

Foreign Currencies

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

Illiquid Investments and Restricted Securities

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 shall be 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. 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: (1) more than 3% of the total outstanding voting stock of the acquired company; (2) 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 (3) 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.

However, registered investment companies are\npermitted to invest in other investment companies beyond the limits set forth in Section 12(d)(1), subject to certain conditions. The\nFund may rely on Rule 12d1-4 of the 1940 Act, which provides an exemption from Section 12(d)(1) that allows the Fund to invest beyond\nthe stated limits in other registered funds, including ETFs, if the Fund satisfies certain conditions specified in the Rule, including,\namong other conditions, that the Fund and its advisory group will not control (individually or in the aggregate) an acquired fund (e.g.,\nhold more than 25% of the outstanding voting securities of an acquired fund that is a registered open-end management investment company).

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 may invest in short-term\ninstruments, including money market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market\ninstruments are generally short-term investments that may include but are not limited to: (1) shares of money market funds; (2)\nobligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities (including government-sponsored\nenterprises); (3) negotiable certificates of deposit (“CDs”), bankers’ acceptances, fixed time deposits, and other\nobligations of U.S. and foreign banks (including foreign branches) and similar institutions; (4) commercial paper rated at the date\nof purchase “Prime-1” by Moody’s Investors Service or “A-1” by S&P Global Ratings or, if unrated,\nof comparable quality as determined by the Adviser; (5) non-convertible corporate debt securities (e.g., bonds and debentures) with\nremaining maturities at the date of purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule\n2a-7 under the 1940 Act; and (6) short-term U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in\nthe opinion of the Adviser, are of comparable quality to obligations of U.S. banks which may be purchased by the Fund. Any of these\ninstruments may be purchased on a current or a forward-settled basis. Time deposits are non-negotiable deposits maintained in\nbanking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on\ncommercial 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 lending\nFund receives the value of any interest or cash or non-cash distributions paid on the loaned securities. Distributions received on loaned\nsecurities in 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 lending Fund or through one or more joint accounts\nor money market 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 such 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.

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-deferred retirement account or other tax-advantaged arrangement, such as an individual retirement account, you need to be aware\nof the possible tax consequences when the Fund makes distributions or you sell Shares.

Temporary Defensive Strategies

Under normal market conditions, the Fund will\nstay fully invested according to its principal investment strategies. For temporary defensive purposes during adverse market, economic,\npolitical, or other conditions, the Fund may invest up to 100% of its assets in cash or cash equivalents, such as U.S. Government obligations,\ninvestment grade debt securities and other money market instruments. Taking a temporary defensive position may result in the Fund not\nachieving its investment objective.

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 outstanding voting securities,\nthe Fund may not:

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

	1.	Borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act.
	2.	Make loans, except to the extent permitted under the 1940 Act.
	3.	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.
	4.	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.
	5.	Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act.
	6.	Concentrate its investments (i.e., hold more than 25% of its total\n assets) in any industry or group of related industries except that, to the extent its Index is concentrated in a particular\n industry or group of related industries, the Fund will concentrate its investments in that same industry or group of related\n industries to the same extent. For purposes of this limitation, securities of the U.S. government (including its agencies and\n instrumentalities), repurchase agreements collateralized by securities of the U.S. government (including its agencies and\n instrumentalities), registered investment companies and tax-exempt securities of state or municipal governments and their political\n 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\nforth in the concentration policy set forth above, the Fund may use the Standard Industrial Classification (SIC) Codes, North American\nIndustry Classification System (NAICS) Codes, MSCI Global Industry Classification System, FTSE/Dow Jones Industry Classification Benchmark\n(ICB) system, or any other reasonable industry classification system (including systems developed by the Adviser) to identify each industry.\nThe Fund’s method of 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 Board’s\nreview of recent operations. In addition, various members of the Board also meet with management in less formal settings, between formal\nBoard Meetings, to discuss various topics. In all cases, however, the role of the Board and of any individual Trustee is one of oversight\nand not of management of the day-to-day affairs of the Trust and its oversight role does not make the Board a guarantor of the Trust’s\ninvestments, 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 risk\nmanagement but whose policies and the methods by which one or more risk management functions are carried out may differ from the Fund’s\nand each other’s in the setting of priorities, the resources available, or the effectiveness of relevant controls. As a result of\nthe foregoing and other factors, the Board’s ability to monitor and manage risk, as a practical matter, is subject to 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

Name\n and \n Year of Birth	Position \n Held \n with \n the \n Trust	Term\n of \n Office \n and \n Length of \n Time \n Served⁽¹⁾	Principal\n Occupation(s) \n During Past 5 Years	Number \n of \n Portfolios \n in \n Fund \n Complex⁽²⁾ \n Overseen \n by \n Trustee	Other\n \n Directorships \n Held \n by Trustee \n During \n Past 5 Years
Independent\n \n Trustees⁽³⁾
John\n Hagist \n Born: 1971	Trustee	Indefinite\n term; since 2026	Partner,\n Northview Park Holdings, LLC (since 2020).	51	N/A
Michelle\n McDonough \n Born: 1980	Trustee	Indefinite\n term; \n since 2026	Chief\n Operating Officer, Trillium Asset Management LLC (2010 to 2024).	529	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; \n since 2026	Consulting\n work with Rubin Brown, CPA Services (since December 2024); Consulting work with RedRidge Diligence Services (2023 to 2024); Chief\n Operating Officer, RedRidge Diligence Services (2011 to 2023).	529	Trustee\n of Tidal Trust II (since 2022).
Interested\n Trustee
Eric\n W. Falkeis⁽⁴⁾ \n Born: 1973	Trustee\n and Chairman	Trustee\n since 2025, 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).	755	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\n and Chairman of Tidal Trust IV (since 2025).

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

\n ⁽¹⁾ \n	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 78th birthday occurs.
⁽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).
⁽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 the Trust due to his positions as Chairman of the Trust and Chief Executive Officer of Tidal ETF Services LLC, a Tidal Financial Group company and an affiliate of the Adviser.

Individual Trustee Qualifications.

The Board believes that each of the Trustees\nhas the qualifications, experience, attributes and skills (“Trustee Attributes”) appropriate to their service as Trustees\nof the Trust in light of the Trust’s business and structure. Each of the Trustees has substantial business and professional backgrounds\nthat indicate they have the ability to critically review, evaluate and assess information provided to them. Certain of these business\nand professional experiences are set forth in detail in the table above. The Board annually conducts a ’self-assessment’ wherein\nthe 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 Tidal Trust I, from\n2018 to present, Trustee and Chairman of Tidal Trust II, from 2022 to present, Trustee and Chairman of Tidal Trust III, from 2025 to present,\nTrustee and Chairman of Tidal Trust IV, from 2025 to present, and Trustee and Chairman of Tidal Trust V, from 2025 to present. In addition,\nhe has experience consulting with investment advisors regarding the legal structure of mutual funds, distribution channel analysis, and\nactual distribution of those funds. Mr. Falkeis also has substantial managerial, operational, technological, and risk oversight related\nexperience through his former position as Chief Operating Officer of the advisers to the Direxion mutual fund and ETF complex. Mr. Falkeis’\nexperience, qualifications, attributes, or skills, on an individual basis and in combination with those of the other Trustees, led to\nthe Board’s conclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities\nwith 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 of\nthe annual audits and any special audits, (2) discuss any matters of concern relating to the Fund’s financial statements, (3) consider\nthe independent auditors’ comments with respect to the Trust’s financial policies, procedures and internal accounting controls\nand Trust management’s responses thereto, and (4) review the form of opinion the independent auditors propose to render to the Board\nand the Fund’s shareholders; discussing with management and the independent auditor significant financial reporting issues and judgments\nmade in connection with the preparation of the Fund’s financial statements; and reviewing and discussing reports from the independent\nauditors on (1) all critical accounting policies and practices to be used, (2) all alternative treatments within generally accepted accounting\nprinciples for policies and practices related to material items that have been discussed with management, (3) other material written communications\nbetween the independent auditor and management, including any management letter, schedule of unadjusted differences, or management representation\nletter, and (4) all non-audit services provided to any entity in the Trust that were not pre-approved by the Committee; and reviewing\ndisclosures made to the Committee by the Trust’s principal executive officer and principal accounting officer during their certification\nprocess for the Fund’s Form N-CSR. As of the date of this SAI, the Audit 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 to\nthe QLCC as an alternative to the reporting requirements of Rule 205.3(b) (which requires reporting to the chief legal officer and potentially\nescalating 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\nas of the date of the SAI, the Nominating and Governance Committee has not yet met or taken any action with respect to the Fund.

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 \n and \n Length of Time \n Served⁽¹⁾	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 to\n 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\n equity firm) (since 2021).
Aaron\n J. Perkovich \n Born: 1973	Treasurer,\n Principal Financial Officer, and Principal Accounting Officer	Indefinite\n term; \n 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).

\n \n \n \n

⁽¹⁾	The Officers hold office until the next 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 the Fund and each other series\nof the 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 Fund	Estimated\nTotal Compensation From \nFund Complex Paid to Trustees⁽¹⁾
Interested\n Trustees
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 MANAGEMENT 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 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, 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 ethics\nwill be effective in preventing such activities. Each code of ethics may be found at the SEC’s website at http://www.sec.gov.

PROXY VOTING POLICIES

The Board 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 (“Tidal” or\nthe “Adviser”), a Tidal Financial Group company, located at 234 West Florida Street, Suite 700, Milwaukee, Wisconsin 53204,\nserves as investment adviser to the Fund and has overall responsibility 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 its unitary\nmanagement fee and the Excluded Expenses, as defined in the Prospectus. For services provided to the Fund, the Fund pays the Adviser a\nunitary management fee, which is calculated daily and paid monthly, at an annual rate of 0.75% based on the Fund’s average daily\nnet 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 will report fees paid to the Adviser\nonce its initial fiscal period is completed.

PORTFOLIO MANAGERS

The Fund is managed by Andy Hicks and Qiao Duan,\neach 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.

Andy Hicks, 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\n of Accounts	Total Number of \n Accounts	Total\n Assets of \n Accounts \n (in millions)	Total 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 Investment Companies	2	$2.47	0	$0
Other Pooled Investment\n Vehicles	0	$0	0	$0
Other Accounts	0	$0	0	0

Qiao Duan, 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\n of Accounts	Total\n Number of \n Accounts	Total\n Assets of \n Accounts \n (in millions)	Total\n Number of \n Accounts Subject to \n a Performance- \n Based Fee	Total\n Assets of \n Accounts Subject to \n a Performance- \n Based Fee \n (in millions)
Registered Investment\n Companies	106	$24,760.48	0	$0
Other\n Pooled Investment Vehicles	0	$0	0	$0
Other 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. Dollar amount ranges disclosed are established by the SEC. “Beneficial ownership” is\ndetermined in 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\nand no Shares were owned by the portfolio managers.

Portfolio Manager Compensation. Each portfolio\nmanager is compensated by the Adviser with a base salary and discretionary bonus based on the financial performance and profitability\nof the Adviser and not based on the performance of the Fund. To the extent a portfolio manager is an equity owner of the Adviser, such\nportfolio manager may benefit 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 Fund trades, whereby a portfolio manager could use this information to the advantage\nof other accounts and to the disadvantage of the Fund. For instance, the portfolio managers may receive fees from certain accounts that\nare 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\n(“Distribution Agreement”), whereby the Distributor acts as principal underwriter for the Fund and distributes Shares on a\nbest efforts basis. Shares are continuously offered for sale by the Distributor only in Creation Units. The Distributor will not distribute\nShares in amounts less than a Creation Unit and does not maintain a secondary market in Shares. The principal business address of the\nDistributor is 190 Middle 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\nunderwriting commissions and the Distributor has not received any amounts as of the date of this SAI.

Intermediary Compensation. The Adviser\nor its affiliates, out of its 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 Intermediaries\nthat provide services to the Fund, including marketing and education support (such as through conferences, webinars, and printed communications).\nThe Adviser will periodically assess the advisability of continuing to make these payments. Payments to an Intermediary may be significant\nto the Intermediary, and amounts that Intermediaries pay to your adviser, broker, or other investment professional, if any, may also be\nsignificant to such adviser, broker, or investment professional. Because an Intermediary may make decisions about what investment options\nit will make available or recommend, and what services to provide in connection with various products, based on payments it receives or\nis eligible to receive, such payments create conflicts of interest between the Intermediary and its clients. For example, these financial\nincentives may cause the Intermediary to recommend the Fund over other investments. The same conflict of interest exists with respect\nto your financial adviser, broker, or investment professional if they 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\ntheir Intermediary firm may receive. Any payments made by the Adviser or its affiliates to an Intermediary may create the incentive for\nan 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 in 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 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,\nEighteenth and Arch Streets, Philadelphia, Pennsylvania 19103, serves as legal counsel for the Trust and the Independent Trustees.

INDEPENDENT REGISTERED PUBLIC\nACCOUNTING 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, providing services which include: (1) auditing the annual financial statements for the Fund; and (2) the review of the annual\nU.S. federal income tax returns filed on behalf of the Fund.

PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND PROCEDURES

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 Trust’s Declaration of Trust\n(“Declaration of Trust”) authorizes the issuance of an unlimited number of funds and shares. Each share represents an\nequal proportionate interest in the Fund with each other share. Shares are entitled upon liquidation to a pro rata share in the net\nassets of the Fund. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees may create\nadditional series or classes of shares. All consideration received by the Trust for shares of any additional funds and all assets in\nwhich such consideration is invested would belong to that fund and would be subject to the liabilities related thereto. Share\ncertificates representing Shares will not be issued. Shares, when 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 their 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 the 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 has not paid any commissions\non brokerage transactions directed to brokers pursuant to an agreement or understanding whereby the broker provides research or other\nbrokerage services to the Adviser.

Securities of “Regular\nBroker-Dealers.” The Fund is required to identify any securities of its “regular brokers and dealers” (as such\nterm is defined in the 1940 Act) that it may hold at the close of its most recent fiscal year. “Regular brokers or\ndealers” of the Fund are the ten brokers or dealers that, during the most recent fiscal year: (1) received the greatest dollar\namounts of brokerage commissions from the Fund’s portfolio transactions; (2) engaged as principal in the largest dollar\namounts of portfolio transactions of the Fund; or (3) sold the largest 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 federal income tax purposes.

The Fund is new and does not have a portfolio turnover rate to report\nas 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 New York Stock Exchange (“NYSE”) and FINRA. Access\nto the DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial\nrelationship with a DTC Participant, either 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\nfor any aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership\ninterest in Shares, or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests, or\nfor any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and\nthe Indirect Participants and 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 UNITS

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.\nAll orders to purchase or redeem Creation Units are to be governed according to the applicable Participant Agreement that each Authorized\nParticipant has executed. In general, all orders to purchase or redeem Creation Units must be received by the transfer agent in the proper\nform required by the Participant Agreement no later than the closing time of the regular trading session of the NYSE (ordinarily 4:00\np.m. Eastern Time) on each day the NYSE is open for business (the “Closing Time”) in order for the purchase or redemption\nof Creation Units to be effected based on the NAV of shares of a Fund as next determined on such date after receipt of the order in proper\nform. At its discretion, a Fund may require an Authorized Participant to submit an order to purchase or redeem Creation Units earlier\nin the 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 a Fund on the contractual settlement\ndate (or such other time as specified by the Trust and disclosed to Authorized Participants) (in each instance, the “Deposit Deadline”).

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\nshall be such positive amount. If the Cash Component is a negative number (i.e., the NAV per Creation Unit is less than the value\nof the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the creator will be entitled\nto receive cash in an amount equal to the Cash Component. The Cash Component serves the function of compensating for any differences between\nthe NAV 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 Fund until such time as the next-announced composition of the Deposit\nSecurities 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\ndiscretion permit full or partial cash purchases of Creation Units of a Fund. When full or partial cash purchases of Creation Units are\navailable or specified for a Fund, they will be effected in essentially the same manner as in-kind purchases thereof. In the case of\na full or partial cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise\nbe required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser together\nwith a creation transaction 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 Fund or its\nagents by no later than the Deposit Deadline. If the Fund or its agents do not receive all of the Deposit Securities, or the required\nDeposit Cash in lieu thereof, by such time, then the order may be deemed rejected and the Authorized Participant shall be liable to the\nFund for losses, if any, resulting therefrom. All questions as to the number of Deposit Securities or Deposit Cash to be delivered, as\napplicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities or cash, as\napplicable, will be determined by the Trust, whose determination shall be final and binding. The amount of cash represented by the Cash\nComponent must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner to be\nreceived by the Custodian no later than the contractual settlement date. If the Cash Component and the Deposit Securities or Deposit Cash,\nas applicable, are not received by the Custodian in a timely manner by the contractual settlement date, the creation order may be cancelled.\nUpon written notice to the Transfer Agent, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly\nconstituted to reflect the then current NAV of the Fund.

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

Issuance of a Creation Unit. Except\nas provided in this SAI, Creation Units will not be issued until the transfer of good title to the Trust of the Deposit Securities or\npayment of Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the required Deposit Securities\n(or the cash value thereof) have been delivered to the account of the Custodian (or sub-custodian, as applicable), the Transfer Agent\nand the Adviser shall be notified of such delivery, and the Trust will issue and cause the delivery of the Creation Units. The typical\nsettlement date for each transaction will generally be between 4:00 p.m. Eastern time and 5:00 p.m. Eastern time on the Business Day prior\nto the day of the transaction (also known as T-1 or T minus one Order Window), unless the Fund and Authorized Participant\nagree to a different timeline for settlement or the transaction is exempt from the requirements of Rule 15c6-1 under the 1934 Act. Due\nto the schedule of holidays in certain countries, however, the delivery of Shares may take longer than one Business Day following the\nday on which the purchase order is received. In such cases, the local market settlement procedures will not commence until the end of\nlocal 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 Fund or its agents do not receive\nthe Additional Cash Deposit in the appropriate amount, by such time, then the order may be deemed rejected and the Authorized Participant\nshall be liable to the Fund for losses, if any, resulting therefrom. An additional amount of cash shall be required to be deposited with\nthe Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the\nTrust in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the daily market value of\nthe missing Deposit Securities. The Participant Agreement will permit the Trust to buy the missing Deposit Securities at any time. Authorized\nParticipants will be liable to the Trust for the costs incurred by the Trust in connection with any such purchases. These costs will be\ndeemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the value of such Deposit Securities\non the day the purchase order was deemed received by the Transfer Agent plus the brokerage and related transaction costs associated with\nsuch purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have\nbeen properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee, as described\nbelow under “Creation Transaction Fee,” may be charged. The delivery of Creation Units so created generally will occur no\nlater 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\nif (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the Authorized Participant\nare not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s), upon obtaining Shares\nordered, would own 80% or more of the currently outstanding Shares; (d) the acceptance of the Fund Deposit would, in the opinion of counsel,\nbe unlawful; (e) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful;\nor (f) in the event that circumstances outside the control of the Trust, the Custodian, the Transfer Agent and/or the Adviser make it\nfor 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 each\nsecurity in the Deposit Securities and the validity, form, eligibility, and acceptance for deposit of any securities to be delivered shall\nbe 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\n of Fund	Fixed\n Creation Transaction Fee	Maximum\n Variable Transaction Fee
Defiance China Quantum ETF	$300	2.0%

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 generally be between 4:00 p.m. Eastern time and 5:00 p.m. Eastern time on the Business Day prior to the\nday of the transaction (also known as T-1 or T minus one Order Window), unless the Fund and Authorized Participant agree to a different\ntimeline for settlement or the transaction is exempt from the requirements of Rule 15c6-1 under the 1934 Act. Due to the schedule of holidays\nin certain countries, however, the receipt of redemption proceeds may take longer than one Business Day following the day on which the\npurchase order 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 Transaction Fee	Maximum\n Variable Transaction Fee
Defiance China Quantum ETF	$300	2.0%

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\nconnection with taking delivery of Shares of Fund Securities upon redemption of Creation Units, a redeeming shareholder or Authorized\nParticipant acting on behalf of such Shareholder must maintain appropriate custody arrangements with a qualified broker-dealer, bank,\nor other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to which account such Fund\nSecurities will be delivered. Deliveries of redemption proceeds will generally be made by the next Business Day of the trade date, as\ndiscussed above.

The Trust may in its discretion exercise its option\nto cause 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 Fund may, in its sole discretion, permit. In either case, the investor\nwill receive a cash payment equal to the NAV of its Shares of the Fund based on the NAV of Shares next determined after the redemption\nrequest is received in proper form (minus a redemption transaction fee, if applicable, and additional charge for requested cash redemptions\nspecified above, to offset the Trust’s brokerage and other transaction costs associated with the disposition of Fund Securities).\nThe Fund may also, in its sole discretion, upon request of a shareholder, provide such redeemer a portfolio of securities that differs\nfrom 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 or determination of the NAV of the Shares is not reasonably practicable;\nor (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\noutstanding, rounded to the nearest cent. Expenses and fees, including the management fees, are accrued daily and taken into account for\npurposes of determining NAV. The NAV of the Fund is calculated by Global Fund Services and determined at the scheduled close of the regular\ntrading session on the NYSE (ordinarily 4:00 p.m., Eastern Time) on each day that the NYSE is open, provided that fixed-income assets\nmay be valued as of the announced closing time for trading in fixed-income instruments on any day that the Securities Industry and Financial\nMarkets Association (“SIFMA”) announces an early closing time.

In calculating a Fund’s NAV per Share,\nthe Fund’s investments are generally valued using market valuations. A market valuation generally means a valuation (1) obtained\nfrom an exchange, a pricing service, or a major market maker (or dealer), (2) based on a price quotation or other equivalent indication\nof value supplied by an exchange, a pricing service, or a major market maker (or dealer) or (3) based on amortized cost. In the case of\nshares of other funds that are not traded on an exchange, a market valuation means such fund’s published NAV per share. The Fund\nmay use various 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 valuations 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 intends to\npay out dividends and interest income, if any, annually and distribute any net realized capital gains to its shareholders at least annually.\nDistributions of net realized capital gains, if any, generally are declared and paid once a year, but the Fund may make distributions\non a more frequent basis to comply with the distribution requirements of the Code, in all events in a manner consistent with the provisions\nof the 1940 Act.

The Fund will declare and pay income and capital\ngain distributions, if any, in cash. Dividends and other distributions on Shares are distributed, as described below, on a pro rata basis\nto Beneficial Owners of such Shares. Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners\nthen 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 Fund through DTC Participants for reinvestment of their dividend distributions. Investors should contact their brokers to ascertain\nthe availability and description of these services. Beneficial Owners should be aware that each broker may require investors to adhere\nto specific procedures and timetables to participate in the dividend reinvestment service and investors should ascertain from their brokers\nsuch necessary details. If this service is available and used, dividend distributions of both income and realized gains will be automatically\nreinvested in additional whole Shares issued by the Trust of the Fund at NAV per Share. Distributions reinvested in additional Shares\nwill nevertheless be taxable to Beneficial Owners acquiring such additional Shares to the same extent as if such distributions had been\nreceived in cash.

FEDERAL INCOME TAXES

The following is only a summary of certain U.S.\nfederal income tax considerations generally affecting the Fund and its shareholders that supplements the discussion in the Prospectus.\nNo attempt is made to present a comprehensive explanation of the federal, state, local or foreign tax treatment of the Fund or its shareholders,\nand 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 elect\nand intends to qualify each year to be treated as a RIC under the Code. As such, the Fund should not be subject to federal income taxes\non its net investment income and capital gains, if any, to the extent that it timely distributes such income and capital gains to its\nshareholders. Generally, to be taxed as a RIC, the Fund must distribute in each taxable year at least 90% of its “investment company\ntaxable income” (before the deduction for dividends paid) for the taxable year, which includes, among other items, dividends, interest,\nnet short-term capital gain, and net foreign currency gain, less expenses, as well as 90% of its net tax-exempt interest income, if any\n(the “Distribution Requirement”) and also must meet several additional requirements. Among these requirements are the following:\n(1) at least 90% of the Fund’s gross income each taxable year must be derived from dividends, interest, payments with respect to\ncertain securities loans, gains from the sale or other disposition of stock, securities, or foreign currencies, or other income derived\nwith respect to its business of investing in such stock, securities, or foreign currencies, and net income derived from interests in qualified\npublicly traded partnerships (the “Qualifying Income Requirement”); and (2) at the end of each quarter of the Fund’s\ntaxable year, the Fund’s assets must be diversified so that (a) at least 50% of the value of the Fund’s total assets is represented\nby cash and cash items, U.S. government securities, securities of other RICs, and other securities, with such other securities limited,\nin respect to any one issuer, to an amount not greater in value than 5% of the value of the Fund’s total assets and to not more\nthan 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total assets is invested in\nthe securities (other than U.S. government securities or securities of other RICs) of any one issuer, the securities (other than securities\nof other RICs) of two or more issuers which the Fund controls and which are engaged in the same, similar, or related trades or businesses,\nor the securities of one or more qualified publicly traded partnerships (the “Diversification Requirement”).

There is no assurance that the Fund will be able\nto satisfy the Diversification Requirement. In some cases, identification of the issuer (or issuers) is uncertain under current law, and\nan adverse determination or future guidance by the IRS with respect to issuer identification for a particular type of investment may adversely\naffect 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 federal income\ntaxation to the extent any such income or gains are not distributed. The Fund is treated as a separate corporation for 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 Fund as ordinary income dividends, subject to the dividends received deduction for corporate shareholders\nand the lower tax rates on qualified dividend income received by noncorporate shareholders, subject to certain limitations. 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. To requalify for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy\nthe RIC qualification requirements for that year and to distribute any earnings and profits from any year in which the Fund failed to\nqualify for tax treatment as a RIC. If the Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally\nbe required to pay a fund-level tax on certain net built in gains recognized with respect to certain of its assets upon disposition of\nsuch assets within five years of qualifying as a RIC in a subsequent year. The Board reserves the right not to maintain the qualification\nof the Fund for treatment as a RIC if it determines such course of action to be beneficial to shareholders. If the Fund determines that\nit will not qualify as a RIC, the 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 all\nof 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 federal income tax at regular corporate rates to the extent any\nsuch income or gains are not distributed. The Fund may elect to designate certain amounts retained as undistributed net capital gain as\ndeemed 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 federal income tax liabilities and\nto claim refunds to the extent such credits exceed their tax liabilities, and (iii) will be entitled to increase their tax basis, for\nfederal income tax purposes, in their Shares by an amount equal to the excess of the amount of undistributed net capital gain included\nin their respective income over their respective income tax credits.

Taxation of Shareholders – Distributions.\nThe Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income (computed without\nregard to the deduction for dividends paid), its net tax-exempt income, if any, and any net capital gain (net long-term capital gains\nin excess of net short-term capital losses, taking into account any capital loss carryforwards). The distribution of investment company\ntaxable income (as so computed) and net capital gain will be taxable to Fund shareholders regardless of whether the shareholder receives\nthese distributions in cash or reinvests 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, if any, and the portion of dividends which may qualify\nfor treatment as qualified dividend income, if any, 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.

Distributions by the Fund of its net short-term\ncapital gains will be taxable to shareholders as ordinary income.

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 federal income tax, certain\nindividuals, trusts and estates may be subject to a Net Investment Income (“NII”) tax of 3.8%. The NII tax is imposed on the\nlesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to such income; or (ii) the amount by which\nsuch taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000\nfor unmarried individuals and $125,000 for married individuals filing separately). The Fund’s distributions are includable in a\nshareholder’s investment income for purposes of this NII tax. In addition, any capital gain realized by a shareholder upon a sale\nor 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.

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 an exchanger 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\ncreation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation\nUnits have been held for more than one year. Any capital gain or loss realized upon the redemption of Creation Units will generally\nbe treated as long-term capital gain or loss if the Shares composing the Creation Units have been held for more than one year.\nOtherwise, such capital gains or losses will generally be treated as short-term capital gains or losses. Any loss upon a redemption\nof Creation Units held for six months or less may be treated as long-term capital loss to the extent of any amounts treated as\ndistributions to the applicable Authorized Participant of long-term capital gain with respect to the Creation Units (including any\namounts credited to the Authorized Participant as 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\nlosses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may\nrequire the Fund to mark to market certain types of positions in its portfolio (i.e., treat them as if they were closed out) which\nmay cause the Fund to recognize income without the Fund receiving cash with which to make distributions in amounts sufficient to enable\nthe Fund to satisfy the RIC distribution requirements for avoiding Fund-level income and excise taxes. The Fund intends to monitor its\ntransactions, intends to make appropriate tax elections, and intends to make appropriate entries in its books and records to mitigate\nthe effect of these rules and preserve the Fund’s qualification for treatment as a RIC. To the extent the Fund invests in an underlying\nfund that is taxable as a RIC, the rules applicable to the tax treatment of complex securities will also apply to the underlying funds\nthat also invest in such complex securities and investments. In addition, because the tax rules applicable to such instruments may be\nuncertain under current law, an adverse determination or future IRS guidance with respect to these rules (which determination or guidance\ncould be retroactive) may affect whether the Fund has made sufficient distributions and otherwise satisfied the relevant requirements\nto maintain its qualification as 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 they are not subject to “backup withholding;”\nor (4) fails to provide a certified statement that they are 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\ngenerally subject to a U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from taxable ordinary\nincome. The Fund may, under certain circumstances, report all or a portion of a dividend as an “interest-related dividend”\nor a “short-term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain\nother requirements are met. Short-term capital gain dividends received by a nonresident alien individual who is present in the U.S. for\na period or periods aggregating 183 days or more during the taxable year are not exempt from this 30% withholding tax. Gains realized\nby foreign shareholders from the sale or other disposition of Shares generally are not subject to U.S. taxation, unless the recipient\nis an individual who is physically present in the U.S. for 183 days or more per year (based on a formula that factors in presence in the\nU.S. during the two preceding years as well). Foreign shareholders who fail to provide an applicable IRS form may be subject to backup\nwithholding on certain payments from the Fund. Backup withholding will not be applied to payments that are subject to the 30% (or lower\napplicable treaty rate) withholding tax described in this paragraph. Different tax consequences may result if the foreign shareholder\nis engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim\nthe benefits of a tax treaty may be different than those described above.

Under the Foreign Account Tax Compliance Act\n(“FATCA”), the Fund may be required to withhold a generally nonrefundable 30% tax on distributions of net investment\nincome paid to (a) certain “foreign financial institutions” unless such foreign financial institution agrees to verify,\nmonitor, and report to the IRS the identity of certain of its account holders, among other items (or unless such entity is otherwise\ndeemed compliant under the terms of an intergovernmental agreement between the United States and the foreign financial\ninstitution’s country of residence), and (b) certain “non-financial foreign entities” unless such entity certifies\nto the Fund that it does not have any substantial U.S. owners or provides the name, address, and taxpayer identification number of\neach substantial U.S. owner, among other items. This FATCA withholding tax could also affect the Fund’s return on its\ninvestments in foreign securities or affect a shareholder’s return if the shareholder holds its Fund shares through a foreign\nintermediary. You are urged to consult your tax adviser regarding the application of this FATCA withholding tax to your investment\nin the Fund and the potential certification, compliance, due diligence, reporting, and withholding obligations to which you may\nbecome 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 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, shares in the Fund constitute debt-financed\nproperty in the hands of the tax-exempt shareholders within the meaning of section 514(b) of the Code. Charitable remainder trusts are\nsubject to special rules and should consult their tax advisers. The IRS has issued guidance with respect to these issues and prospective\nshareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisers 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 Fund shareholders with respect to distributions by the Fund may differ from federal\ntax 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.
	(v)	Organizational Documents for Defiance HYPE Cayman Subsidiary (for Defiance Daily Target 2X Long HYPE 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.

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

		(3) Third\n Amendment to Investment Advisory Agreement to add Defiance 2X Daily Long Photonics ETF, Defiance Daily Target 2X Long AMPG\n ETF, Defiance Daily Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF,\n Defiance Daily Target 2X Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance\n Daily Target 2X Long OPTX ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF, Defiance\n Daily Target 2X Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF, Defiance Daily\n Target 2X Long P ETF, Defiance Daily Target 2X Long STM ETF, Defiance Daily Target 2X Long SYM ETF, Defiance Daily Target\n 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X\n Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long\n RXT ETF, Defiance Daily Target 2X Long SHAZ ETF, Defiance Daily Target 2X Long Kioxia ETF, Defiance Daily Target 2X\n Long HYPE ETF, Defiance Pure Memory Daily 2X Strategy ETF, Defiance Daily Target 2X Long [NANO] ETF, Defiance Daily Target\n 2X Long Pasqal ETF, Defiance Daily Target 2X Long [AGLT] ETF, Defiance Brazil Sovereign Debt ETF and Defiance AI Infrastructure\n Bond ETF, previously filed with Post-Effective Amendment No. 70 on Form N-1A on September\n 30, 2026 and is incorporated herein by reference.
		(4) Fourth Amendment to Investment Advisory Agreement to add Defiance China Quantum ETF - filed herewith.
		(5) Fifth Amendment to Investment Advisory Agreement\n to add Defiance Daily Target 2X Long Samsung ETF – to be filed by subsequent amendment.
		(6) Sixth Amendment to Investment Advisory Agreement\n to add Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X\n GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset\n ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR\n Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF,\n Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF – to be filed by subsequent amendment.
		(7) Seventh Amendment to Investment Advisory\n Agreement to add Defiance Pre-IPO Leaders ETF – to be filed by subsequent amendment.
		(8) Eighth Amendment to Investment Advisory Agreement\n to add Defiance Daily Target 2X Long BWET ETF – to be filed by subsequent amendment.
(e)	(i)	Distribution\n Agreement between the Trust and Foreside Fund Services, LLC (adding Defiance Compute ETF, Defiance Korea AI ETF, Defiance\n Small Modular Reactor ETF and Defiance Global Foundries ETF), previously filed with\n Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(1) First\n Amendment to the Distribution Agreement (Defiance China Memory ETF, Defiance China Semiconductor ETF, Defiance CoinDesk 5\n Equal Weight ETF, Defiance Helium and Strategic Gases ETF, Defiance Korea Semiconductor ETF, Defiance KSM Israel 120 ETF,\n and Defiance Photonics ETF), previously filed with Post-Effective Amendment No. 51\n on Form N-1A on August 28, 2026 and is incorporated herein by reference.
		(2) Second\n Amendment to the Distribution Agreement (adding Defiance S&P Accelerator ETF, Defiance Europe AI Leaders ETF, Defiance\n Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10\n ETF, Defiance Latin America Top 10 ETF, Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short\n AI Compute vs. Legacy Software ETF), previously filed with Post-Effective Amendment\n No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
		(3) Third\n Amendment to the Distribution Agreement (adding Defiance 2X Daily Long Photonics ETF, Defiance Daily Target 2X Long AMPG ETF,\n Defiance Daily Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF, Defiance\n Daily Target 2X Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance Daily\n Target 2X Long OPTX ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF, Defiance Daily\n Target 2X Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF, Defiance Daily Target\n 2X Long P ETF, Defiance Daily Target 2X Long STM ETF, Defiance Daily Target 2X Long SYM ETF, Defiance Daily Target 2X Long\n SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT\n ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF,\n Defiance Daily Target 2X Long SHAZ ETF, Defiance Daily Target 2X Long Kioxia ETF, Defiance Daily Target 2X Long HYPE\n ETF, Defiance Pure Memory Daily 2X Strategy ETF, Defiance Daily Target 2X Long [NANO] ETF, Defiance Daily Target 2X Long Pasqal\n ETF, Defiance Daily Target 2X Long [AGLT] ETF, Defiance Brazil Sovereign Debt ETF and Defiance AI Infrastructure Bond ETF),\n previously filed with Post-Effective Amendment No. 74 on Form N-1A on October 2, 2026 and is incorporated herein by reference.

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

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

		(5) Form Of Fifth Amendment to the Custodian Agreement (adding Defiance China Quantum ETF) - filed herewith.
		(6) Sixth Amendment to the Custodian Agreement\n (adding Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
		(7) Seventh Amendment to the Custodian Agreement\n (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X\n GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset\n ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR\n Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF,\n Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment to the Custodian Agreement\n (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(9) Ninth Amendment to the Custodian Agreement\n (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
(h)	(i)	Fund\n Administration Servicing Agreement between the Trust and Tidal ETF Services LLC,\n previously filed with Pre-Effective Amendment No. 1 on Form N-1A on March 27, 2026, is incorporated herein by reference.
		(1) First\n Amendment to the Fund Administration Servicing Agreement (adding Defiance Compute ETF, Defiance Korea AI ETF, Defiance Small\n Modular Reactor ETF and Defiance Global Foundries ETF), previously filed with Post-Effective\n Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(2) Second\n Amendment to the Fund Administration Servicing Agreement (adding Defiance China Memory ETF, Defiance China Semiconductor ETF,\n Defiance CoinDesk 5 Equal Weight ETF, Defiance Helium and Strategic Gases ETF, Defiance Korea Semiconductor ETF, Defiance\n KSM Israel 120 ETF, and Defiance Photonics ETF), previously filed with Post-Effective\n Amendment No. 51 on Form N-1A on August 28, 2026 and is incorporated herein by reference.
		(3) Third\n Amendment to the Fund Administration Servicing Agreement (adding Defiance S&P Accelerator ETF, Defiance Europe AI Leaders\n ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics\n Top 10 ETF, Defiance Latin America Top 10 ETF, Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance\n Long/Short AI Compute vs. Legacy Software ETF), previously filed with Post-Effective\n Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
		(4) Fourth\n Amendment to the Fund Administration Servicing Agreement (adding Defiance 2X Daily Long Photonics ETF, Defiance Daily Target\n 2X Long AMPG ETF, Defiance Daily Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X\n Long FISN ETF, Defiance Daily Target 2X Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long\n LPTH ETF, Defiance Daily Target 2X Long OPTX ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long\n QTEX ETF, Defiance Daily Target 2X Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF,\n Defiance Daily Target 2X Long P ETF, Defiance Daily Target 2X Long STM ETF, Defiance Daily Target 2X Long SYM ETF, Defiance\n Daily Target 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily\n Target 2X Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target\n 2X Long RXT ETF, Defiance Daily Target 2X Long SHAZ ETF, Defiance Daily Target 2X Long Kioxia ETF, Defiance Daily\n Target 2X Long HYPE ETF, Defiance Pure Memory Daily 2X Strategy ETF, Defiance Daily Target 2X Long [NANO] ETF, Defiance Daily\n Target 2X Long Pasqal ETF, Defiance Daily Target 2X Long [AGLT] ETF, Defiance Brazil Sovereign Debt ETF and Defiance AI Infrastructure\n Bond ETF), previously filed with Post-Effective Amendment No. 70 on Form N-1A on\n September 30, 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

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

C-5

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

		(7) Seventh Amendment to the Transfer Agent Agreement\n (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X\n GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset\n ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR\n Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF,\n Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment to the Transfer Agent Agreement\n (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(9) Ninth Amendment to the Transfer Agent Agreement\n (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
	(iv)	Powers\n of Attorney, previously filed with Post-Effective Amendment No. 12 on Form N-1A on\n June 8, 2026, is incorporated herein by reference.
(i)	(i)	Opinion and Consent of Counsel (for Robotaxi ETF)\n – to be filed by subsequent amendment.
	(ii)	Opinion\n and Consent of Counsel (for Defiance Daily Target 2X Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target\n 2X Long MXL ETF, Defiance Daily Target 2X Long P ETF, Defiance Daily Target 2X Long STM ETF, and Defiance Daily Target 2X\n Long SYM ETF), previously filed with Post-Effective Amendment No. 72 on Form N-1A\n on October 1, 2026, is incorporated herein by reference.
	(iii)	Opinion\n and Consent of Counsel (for Defiance Compute ETF), previously filed with Post-Effective\n Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
	(iv)	Opinion\n and Consent of Counsel (for Defiance Pure Memory Daily 2X Strategy ETF), previously\n filed with Post-Effective Amendment No. 70 on Form N-1A on September 30, 2026 and is incorporated herein by reference.
	(v)	Opinion\n and Consent of Counsel (for Defiance Korea AI ETF, Defiance Korea Semiconductor ETF and Defiance China Semiconductor ETF),\n previously filed with Post-Effective Amendment No. 43 on Form N-1A on August 21, 2026 and is incorporated herein by reference.
	(vi)	Opinion\n and Consent of Counsel (for Defiance Small Modular Reactor ETF), previously filed\n with Post-Effective Amendment No. 30 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
	(vii)	Opinion\n and Consent of Counsel (for Defiance Daily Target 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily\n Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target\n 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, and Defiance Daily Target 2X Long SHAZ ETF),\n previously filed with Post-Effective Amendment No. 73 on Form N-1A on October 1, 2026 and is incorporated herein by reference.
	(viii)	Opinion\n and Consent of Counsel (for Defiance KSM Israel 120 ETF and Defiance CoinDesk 5 Equal Weight ETF),\n previously filed with Post-Effective Amendment No. 46 on Form N-1A on August 24, 2026 and is incorporated herein by reference.
	(ix)	Opinion\n and Consent of Counsel (for Defiance Helium and Strategic Gases ETF), previously\n filed with Post-Effective Amendment No. 69 on Form N-1A on September 25, 2026 and is incorporated herein by reference.
	(x)	Opinion\n and Consent of Counsel (for Defiance 2X Daily Long Photonics ETF), previously\n filed with Post-Effective Amendment No. 77 on Form N-1A on October 9, 2026 and is incorporated herein by reference.
	(xi)	Opinion\n and Consent of Counsel (for Defiance Global Foundries ETF), previously filed with\n 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\n Target 2X Long Kioxia ETF) – to be filed by subsequent amendment.
	(xiii)	Opinion\n and Consent of Counsel (for Defiance Photonics ETF), previously filed with Post-Effective\n 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), previously filed with Post-Effective Amendment No. 79 on Form N-1A on October 13, 2026 and is incorporated\n herein by reference.

C-7

	(xv)	Opinion\n and Consent of Counsel (for Defiance China Memory ETF), previously filed with Post-Effective\n 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) , previously filed with Post-Effective Amendment No. 80 on Form N-1A on October 15, 2026 and\n is incorporated herein by reference.
	(xvii)	Opinion\n and Consent of Counsel (for Defiance S&P Accelerator ETF), previously filed with\n Post-Effective Amendment No. 64 on Form N-1A on September 17, 2026 and is incorporated herein by reference.
	(xviii)	Opinion\n and Consent of Counsel (for Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF,\n Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, and Defiance Latin America Top 10 ETF),\n previously filed with Post-Effective Amendment No. 74 on Form N-1A on October 2, 2026 and is incorporated herein by reference.
	(xix)	Opinion\n and Consent of Counsel (for Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute\n vs. Legacy Software ETF), previously filed with Post-Effective Amendment No. 60 on\n Form N-1A on September 15, 2026 and is incorporated herein by reference.
	(xx)	Opinion and Consent of Counsel (for Defiance Daily\n Target 2X Long [NANO] ETF) – to be filed by subsequent amendment.
	(xxi)	Opinion\n and Consent of Counsel (for Defiance Daily Target 2X Long Pasqal ETF), previously\n filed with Post-Effective Amendment No. 76 on Form N-1A on October 9, 2026 and is incorporated herein by reference.
	(xxii)	Opinion and Consent of Counsel (for Defiance Daily\n Target 2X Long [AGLT] ETF) – to be filed by subsequent amendment.
	(xxiii)	Opinion and Consent of Counsel (for Defiance Daily\n Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
	(xxiv)	Opinion and Consent of Counsel (for Defiance AI Infrastructure Bond ETF), previously filed with Post-Effective Amendment No. 81 on Form N-1A on October 16, 2026 and is\n incorporated herein by reference.
	(xxv)	Opinion and Consent of Counsel (for Defiance China Quantum ETF) – filed herewith.
	(xxvi)	Opinion and Consent of Counsel (for Defiance Brazil\n Sovereign Debt ETF) – to be filed by subsequent amendment.
	(xxvii)	Opinion and Consent of Counsel (for Defiance 2X\n AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset\n ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X\n MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF,\n Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA\n 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\n Leaders ETF) – to be filed by subsequent amendment.
	(xxix)	Opinion and Consent of Counsel (for Defiance Daily\n 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\n subsequent amendment.
	(ii)	Letter of Representations between the Trust and\n Depository Trust Company – to be filed by subsequent amendment.
(m)		Amended\n and Restated Rule 12b-1 Plan, previously filed with Post-Effective Amendment No.\n 70 on Form N-1A on September 30, 2026 and is incorporated herein by reference.
(n)		Not applicable.
(o)		Reserved.
(p)	(i)	Code\n of Ethics for Tidal Trust V, previously filed with the Trust’s registration\n statement on Form N-1A on August 22, 2025, is hereby incorporated by reference.
	(ii)	Code\n of Ethics for Tidal Investments LLC, previously filed with the Trust’s registration\n statement on Form N-1A on August 22, 2025, is hereby incorporated by reference.
	(iii)	Code of Ethics for Distributor – not applicable\n per Rule 17j-1(c)(3).

C-8

Item 29. Persons Controlled by or Under\nCommon Control 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\nRegistrant’s Declaration of Trust. The general effect of this provision is to indemnify the Trustees, officers, employees\nand other agents of the Trust who are parties pursuant to any proceeding by reason of their actions performed in their scope of\nservice 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\nto the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange\nCommission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In\nthe event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred\nor paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)\nis asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will,\nunless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction\nthe question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed\nby the final adjudication of such issue.“

Item 31. Business and Other Connections of Investment Adviser

This Item incorporates by reference each\ninvestment adviser’s Uniform Application for Investment Adviser Registration (Form ADV) on file with the SEC, as listed below.\nEach Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov. Additional information as\nto any other business, profession, vocation or employment of a substantial nature engaged in by each officer and director of the\nbelow-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

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:

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

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

C-9

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

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
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

C-10

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
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.

C-11

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
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

C-12

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

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

C-13

\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:

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

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

C-14

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

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

C-15

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

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

C-16

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-17

(ii)(b)      The\nfollowing are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business\naddress is 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

(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-18

SIGNATURES

Pursuant to the requirements of the\nSecurities Act 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. 83 to its Registration Statement on\nForm N-1A under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 83 to its Registration\nStatement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee, State of Wisconsin,\non October 20, 2026.

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

	Tidal Trust V

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

Pursuant to the requirements of the\nSecurities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities\nindicated on October 20, 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-19

Exhibit Index

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

Exhibit \nNo.	Description
(d)(ii)(4)	Fourth Amendment to Investment Advisory Agreement
(e)(i)(4)	Fourth Amendment to the Distribution Agreement
(g)(5)	Form Of Fifth Amendment to the Custodian Agreement
(h)(i)(5)	Fifth Amendment to the Fund Administration Servicing Agreement
(h)(ii)(5)	Form Of Fifth Amendment to the Fund Accounting Servicing Agreement
(h)(iii)(5)	Form Of Fifth Amendment to the Transfer Agent Agreement
(i)(xxv)	Opinion and Consent of Counsel
(j)	Consent of Independent Registered Public Accounting Firm

C-20

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