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AS\nFILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 2026

1933\nAct Registration File No.: 333-289817

1940\nAct File No.: 811-24116

UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

Washington,\nD.C. 20549

FORM\nN-1A

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

REGISTRATION\n STATEMENT UNDER THE SECURITIES ACT OF 1933	☒
Pre-Effective Amendment\n No. ___	☐
Post-Effective Amendment\n No. 80	☒
and/or
REGISTRATION\n STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	☒
Amendment No. 82	☒

TIDAL\nTRUST V

(Exact\nName of Registrant as Specified in Charter)

Tidal\nETF Services LLC

234\nWest Florida Street, Suite 700

Milwaukee,\nWI 53204

(Address\nof Principal Executive Offices, Zip Code)

(Registrant’s\nTelephone Number, including Area Code) (855) 843-2534

The\nCorporation Trust Company

1209\nOrange Street

Corporation\nTrust Center

Wilmington,\nDE 19801

(Name\nand Address of Agent for Service)

Copies\nto:

\n\n \n \n

Eric\n W. Falkeis

Tidal\n ETF Services LLC

234\n West Florida Street, Suite 700

Milwaukee,\n WI 53204

John\n M. Ford

Troutman\n Pepper Locke LLP

3000\n Two Logan Square

Eighteenth\n and Arch Streets

Philadelphia,\n PA 19103

It\nis proposed that this filing will become effective (check appropriate box):

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

	☑	immediately upon filing pursuant\n to paragraph (b)
	☐	on (date) pursuant to paragraph (b)
	☐	60 days after filing pursuant to paragraph (a)(1)
	☐	on (date) pursuant to paragraph (a)(1)
	☐	75 days after filing pursuant to paragraph (a)(2)
	☐	on (date) pursuant to paragraph (a)(2) of rule\n 485.

Explanatory\nNote: This Post-Effective Amendment No. 80\nto the Registration Statement of Tidal Trust V (the “Trust”) is being filed to respond to Staff comments with respect to\nthe registration of the Defiance Daily Target 2X Long HYPE ETF, as a new series of the Trust, and to make other permissible changes under\nRule 485(b).

$\"\"$ \n

Defiance\nDaily Target 2X Long HYPE ETF (HYPU)

listed\non Nasdaq Texas, LLC (the “Exchange”)

PROSPECTUS

October\n15, 2026

Neither\nthe U.S. Securities and Exchange Commission (the “SEC”) nor the Commodity Futures Trading Commission has approved\nor disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary\nis a criminal offense.

The\nFund seeks daily leveraged investment results and is intended to be used as a short-term trading vehicle.

The\nFund attempts to provide daily investment results that correspond to two times (200%) the share price performance of an exchange-traded\nproduct (the “Underlying Security”).

The\nFund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their\nportfolios. The Fund is very different from most mutual funds and exchange-traded funds. Investors should note that:

(1) The\nFund pursues a daily leveraged investment objective, which means that the Fund is riskier than alternatives that do not use leverage\nbecause the Fund magnifies the performance of its Underlying Security.

(2) Seeking\nto replicate daily leveraged performances of the Underlying Security’s share price means that the return of the Fund for\na period longer than a full trading day will be the product of a series of daily returns for each trading day during such period\nheld.

As\na consequence, especially in periods of market volatility, the volatility of the Underlying Security’s share price may affect\nthe Fund’s return as much as, or more than, the return of the Underlying Security’s shares. The performance of the\nFund for periods longer or shorter than a single day will very likely differ in amount, and possibly even direction, from 200%\nof the daily return of its Underlying Security’s shares for the same period, before accounting for fees and expenses. The\nFund may not perform as expected.

The\nFund is not suitable for all investors. The Fund is designed to be utilized only by sophisticated investors, such as traders and\nactive investors employing dynamic strategies. Investors in the Fund should:

(a)\nunderstand the risks associated with the use of leverage;

(b)\nunderstand the consequences of seeking daily leveraged investment results; and

(c)\nintend to actively monitor and manage their investments.

Investors\nwho do not understand the Fund, or do not intend to actively manage their funds and monitor their investments, should not buy\nshares of the Fund.

There\nis no assurance that the Fund will achieve its investment objective and an investment in the Fund could lose a substantial amount\nof money over a short period of time. The Fund is not a complete investment program.

The\nFund’s investment adviser will not attempt to position the Fund’s portfolio to ensure that the Fund does not gain\nor lose more than a maximum percentage of its net asset value on a given trading day.

As\na consequence, if the Underlying Security’s share price decreases by more than 50% on a given trading day, the Fund’s\ninvestors could lose all of their money.

TABLE\nOF CONTENTS

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

Summary Information	1

Defiance Daily Target 2X Long HYPE ETF - Fund Summary	1

Additional Information About the Fund	16

Portfolio Holdings	33

Management	33

How to Buy and Sell Shares	34

Dividends, Distributions, and Taxes	36

Distribution	38

Premium/Discount Information	39

Additional Notices	39

Financial Highlights	39

SUMMARY\nINFORMATION

DEFIANCE\nDAILY TARGET 2X LONG HYPE ETF – FUND SUMMARY

Important\nInformation About the Fund

The\n Defiance Daily Target 2X Long HYPE ETF (the “Fund”) seeks daily leveraged investment results of two times (200%)\n the daily percentage change in the share price of the Bitwise Hyperliquid ETF (NYSE Arca: BHYP) (the “Underlying Security”\n or “BHYP”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded\n funds. It is also riskier than alternatives that do not use leverage.

The\nreturn for investors that invest for periods longer or shorter than a trading day should not be expected to be 200% of the performance\nof the Underlying Security’s shares for the period. The return of the Fund for a period longer than a trading day will be\nthe result of each trading day’s compounded return during such period held, which will very likely differ from 200% of the\nreturn of the Underlying Security’s shares for that period. Holding shares of the Fund for longer than a single day and\nhigher volatility of the Underlying Security’s shares increase the impact of compounding on an investor’s returns,\nwhich may have a negative or positive impact on an investor’s returns. During periods of higher Underlying Security share\nprice volatility, the volatility of the Underlying Security’s shares may affect the Fund’s return as much as, or more\nthan, the return of the Underlying Security’s shares. The impact of compounding will impact each shareholder differently\ndepending on the period of time an investment in the Fund is held and the volatility of the Underlying Security’s shares\nduring a shareholder’s holding period of an investment in the Fund. See “Principal Investment Risks – Compounding\nand Market Volatility Risk” below for an example of how volatility of the Underlying Security’s shares may affect\nthe Fund’s return as much as, or more than, the return of the Underlying Security’s shares.

The\nFund is not suitable for all investors. The Fund is designed to be utilized only by knowledgeable investors who understand the\npotential consequences of seeking daily leveraged (2X) investment results, understand the risks associated with the use of leverage,\nand are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors\nwho do not intend to actively monitor and manage their portfolios. For periods longer than a single day, the Fund will lose money\nif the Underlying Security’s performance is flat, and it is possible that the Fund will lose money even if the Underlying\nSecurity’s performance increases over a period longer than a single day. An investor could lose the full principal value\nof his/her investment within a single day.

Investment\nObjective

The\n Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily\n percentage change in the share price of the Bitwise Hyperliquid ETF (NYSE Arca: BHYP). The Fund\n does not seek to achieve its stated investment objective for a period other than a single\n trading day.

Fees\nand Expenses of the Fund

This\ntable describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You\nmay pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table\nand Example below.

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

Annual\n Fund Operating Expenses⁽¹⁾ (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	1.29	%
Distribution and Service (12b-1) Fees	None
Other\n Expenses (includes broker interest)⁽²⁾	0.02	%
Total Annual Fund Operating Expenses⁽³⁾	1.31	%

⁽¹⁾

The\n Fund’s investment adviser, Tidal Investments LLC (“Tidal” or the “Adviser”),\n a Tidal Financial Group company, will pay all expenses incurred by the Fund (except for\n advisory fees) excluding interest charges on any borrowings, dividends and other expenses\n on securities sold short, taxes, brokerage commissions and other expenses incurred in\n placing orders for the purchase and sale of securities and other investment instruments,\n acquired fund fees and expenses, accrued deferred tax liability, distribution fees and\n expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1\n under the Investment Company Act of 1940, as amended (the “1940 Act”), and\n litigation expenses, and other non-routine or extraordinary expenses.

⁽²⁾

Based\n on estimated amounts for the current fiscal year.

⁽³⁾

The\n cost of investing in swaps, including the embedded cost of the swap and the operating\n expenses of the referenced assets, is an indirect expense that is not included in the\n above fee table and is not reflected in the expense example.

Expense\nExample

This\nExample is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example\nassumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your Shares at the end\nof those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating\nexpenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and\nsales of Shares. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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

1\n Year	3\n Years
$133	$415

Portfolio\nTurnover

The\nFund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).\nA higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in\na taxable account. These costs, which are not reflected in total annual fund operating expenses or in the Example, affect the\nFund’s performance. Because the Fund is newly organized, portfolio turnover information is not yet available.

Principal\nInvestment Strategies

The\nFund is an actively managed exchange traded fund (“ETF”) that attempts to achieve two times (200%) the daily percentage\nchange in the share price of the Underlying Security by employing derivatives, namely swap agreements and/or listed options contracts.\nThe Fund aims to achieve this daily percentage change for a single day, and not for any other period. A “single day”\nmeans the period “from the close of regular trading on one trading day to the close on the next trading day.”

If\nthe Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty\nissues, or other factors, the Fund may not achieve investment results, before fees and expenses, that correspond to two times\n(2X) the daily performance of the Underlying Security, and may return substantially less during such periods. During such periods,\nthe Fund’s actual leverage levels may differ substantially from its intended target, both intraday and at the close of trading,\npotentially resulting in significantly lower returns.

The\nFund may enter into one or more swap agreements with financial institutions for a specified period, which may range from one day\nto longer than a year. Through each swap agreement, the Fund and the financial institution will agree to exchange the return (or\ndifferentials in rates of return) earned or realized on the Underlying Security’s share price. The gross return (meaning\nthe return before deducting any fees or expenses) to be exchanged or “swapped” between the parties is calculated with\nrespect to a “notional amount,” (meaning the face amount of the instrument) e.g., the return on or change in value\nof a particular dollar amount representing the Underlying Security.

The\nFund may also utilize listed options to seek to achieve leveraged 2X exposure to the Underlying Security. The Fund will primarily\nemploy short-dated (a month or less) in-the-money call options (options with strike prices below the current market price of the\nUnderlying Security, offering immediate intrinsic value). Additionally, the Fund may use other option strategies to produce similar\nexposure to the Underlying Security, like buying calls and selling puts with identical strike prices. These options allow the\nFund to adjust its leverage strategy in response to market conditions, liquidity constraints, or other factors that may affect\nthe availability or pricing of swap agreements. The use of listed options provides additional flexibility in pursuing the Fund’s\ndaily investment objective. In situations where swap availability is constrained, the Fund may rely more heavily on options contracts.\nAdditionally, the Fund may use options in response to changing market dynamics. However, the use of option contracts is typically\nless efficient than swaps and may increase the likelihood that the Fund is unable to achieve its daily 2X objective.

At\nthe end of each day, the Fund’s swaps and options are valued using market valuations and the Fund’s investment adviser\nrebalances the Fund’s holdings in an attempt to maintain leveraged exposure for the Fund equal to approximately 200% of\nthe Underlying Security’s share price. This daily rebalancing is expected to result in high portfolio turnover.

For\nexamples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled “Additional\nInformation About the Fund – Principal Investment Strategies.”

Fund\nperformance for periods greater than one single day is primarily (but not solely) a function of the following factors: a) the\nUnderlying Security volatility; b) the Underlying Security’s performance; c) period of time; d) financing rates associated\nwith leveraged exposure; and e) other Fund expenses.

Cayman\nSubsidiary

The\nFund intends to gain 2X daily exposure to the performance of the Underlying Security either through direct investments or indirectly\nby investing through a wholly-owned Cayman Islands subsidiary (the “Subsidiary”) that is advised by the Adviser. The\nFund may invest up to 25% of its total assets in the Subsidiary, tested at the end of each fiscal quarter.

The\nSubsidiary will generally invest in the types of investments (such as commodity-linked swaps seeking 2X daily exposure to BHYP)\nthat do not generate “qualifying income” under the source of income test required to qualify as a regulated investment\ncompany (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Unlike\nthe Fund, the Subsidiary may invest without limitation in such investments; however, the Subsidiary will comply with the same\n1940 Act requirements that are applicable to the Fund’s transactions in derivatives. In addition, the Subsidiary will be\nsubject to the same fundamental investment restrictions as the Fund, will comply with them on an aggregate basis with the Fund,\nand will follow the same compliance policies and procedures as the Fund. Unlike the Fund, the Subsidiary will not seek to qualify\nas a RIC under the Code. The Fund is the sole investor in the Subsidiary and does not expect the shares of the Subsidiary to be\noffered or sold to other investors. Because the value of the Subsidiary must not exceed 25% of the Fund’s value at the close\nof any quarter, the Subsidiary may need to sell assets as a quarter-end approaches and pay a dividend to the Fund. This dividend\nwill constitute qualifying income for RIC purposes. Except as otherwise noted, for purposes of this Prospectus, references to\nthe Fund’s investments include the Fund’s indirect investments through the Subsidiary.

Collateral

The\nFund will hold assets to serve as collateral for its derivatives positions. For those collateral holdings, the Fund may invest\nin (1) U.S. Government securities, such as bills, notes and bonds issued by the U.S. Treasury; (2) money market funds; (3) short\nterm bond ETFs; and/or (4) corporate debt securities, such as commercial paper and other short-term unsecured promissory notes\nissued by businesses that are rated investment grade or of comparable quality.

Reverse\nRepurchase Agreements

The\nFund may enter into reverse repurchase agreements to help it meet its daily investment objective of seeking, before fees and expenses,\ntwice (2X) the daily performance of the Underlying Security. Entry into such agreements allows the Fund to maintain the desired\nlevel of leveraged exposure to the Underlying Security and also maintain its tax status as a RIC on days in and around quarter-end.\nReverse repurchase agreements are a form of borrowing in which the Fund sells portfolio securities to financial institutions and\nagrees to repurchase them at a mutually agreed-upon date and price that is higher than the original sale price, and use the proceeds\nfor investment purchases.

The\nFund intends to qualify for treatment as a RIC under the Code. As a result, the size of the Fund’s investment in the Subsidiary\nwill not exceed 25% of the Fund’s total assets at or around each quarter end of the Fund’s fiscal year (the “Asset\nDiversification Test”). At other times of the year, the Fund’s investments in the Subsidiary will significantly exceed\n25% of the Fund’s total (or gross) assets.

When\nthe Fund seeks to reduce its total assets exposure to the Subsidiary, it will use the short-term Treasury Bills it owns (and purchase\nadditional Treasury Bills as needed) to transact in reverse repurchase agreement transactions, which are ostensibly loans to the\nFund. Those loans will increase the gross assets of the Fund, which the Adviser expects will allow the Fund to meet the Asset\nDiversification Test.

Fund\nAttributes

The\nFund has adopted a policy to have at least 80% exposure to financial instruments with economic characteristics that should perform\n2X the daily performance of the Underlying Security’s shares. The Fund is expected to allocate between 40% and 60% of its\nassets as collateral for swap agreements or as premiums for purchased options contracts.

The\nFund is classified as “non-diversified” under the 1940 Act. The Fund’s investment strategy is expected to result\nin a high annual portfolio turnover rate. Due to the Fund’s investment strategy, the Fund will have economic exposure that\nis concentrated (i.e., more than 25% of its total assets) to approximately the same extent that its Underlying Security concentrates\nin a particular industry or group of related industries. As of the date of this Prospectus, the Fund’s Underlying Security\nis assigned to the cryptocurrency industry category due to its economic exposure to the digital asset Hyperliquid (“HYPE”).

Because\nof daily rebalancing and the compounding of each day’s return over time, the return of the Fund for periods longer than\na single day will be the result of each day’s returns compounded over the period, which will very likely differ from 200%\nof the return of the Underlying Security’s shares over the same period. The Fund will lose money if the Underlying Security’s\nperformance is flat over time, and because of daily rebalancing, the Underlying Security’s shares’ volatility and\nthe effects of compounding, the Fund may lose money over time while the Underlying Security’s performance increases over\na period longer than a single day. As a consequence, investors should not plan to hold shares of the Fund unmonitored for periods\nlonger than a single trading day.

The\nBitwise Hyperliquid ETF (“BHYP”)

BHYP\nis an exchange traded product (“ETP”), organized as a Delaware statutory trust, offering direct investment exposure\nto the price of the digital asset Hyperliquid (“HYPE”). BHYP’s primary investment objective is to reflect the\nperformance of the price of HYPE, the native token of the Hyperliquid Network, and its secondary investment objective is to derive\nadditional HYPE through staking. BHYP is a passive investment vehicle that does not seek to pursue any investment strategy beyond\nreflecting the performance of the price of HYPE and deriving additional HYPE through staking. BHYP is not registered as an investment\ncompany under the 1940 Act and is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (“CEA”),\nand its sponsor is not subject to regulation by the Commodity Futures Trading Commission (the “CFTC”) as a commodity\npool operator or commodity trading adviser.

BHYP’s\nregistration statement for its initial public offering was filed with the U.S. Securities and Exchange Commission on Form S-1\nunder Registration No. 333-290519 and became effective as of May 14, 2026. BHYP is subject to the reporting requirements of the\nSecurities Exchange Act of 1934, as amended (the “Exchange Act”), filing reports with the SEC under Commission File\nNo. 001-43287. Information provided to or filed with the SEC by BHYP pursuant to the Exchange Act can be located by reference\nto the foregoing number through the SEC’s website at www.sec.gov. In addition, information regarding BHYP may be obtained\nfrom other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

The\ninformation in this prospectus regarding BHYP comes from its filings with the SEC. You are urged to refer to the SEC filings made\nby BHYP and to other publicly available information to obtain an understanding of BHYP’s business and financial prospects.\nThe description of BHYP’s principal investment strategies contained herein was taken directly from BHYP’s prospectus,\ndated May 14, 2026, as supplemented. BHYP is listed on NYSE Arca under the ticker symbol BHYP.

This\ndocument relates only to the securities offered hereby and does not relate to the shares of BHYP or other securities of BHYP.\nThe Fund has derived all disclosures contained in this document regarding BHYP from the publicly available documents. None of\nthe Fund, Tidal Trust V (the “Trust”), the Adviser, or their respective affiliates has participated in the preparation\nof such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to BHYP.\nNone of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation that such publicly available\ndocuments or any other publicly available information regarding BHYP are accurate or complete. Furthermore, the Fund cannot give\nany assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness\nof the publicly available documents described above) that would affect the trading price of BHYP (and therefore the share price\nof BHYP at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure\nof or failure to disclose material future events concerning BHYP could affect the value received with respect to the securities\nand therefore the value of the securities.

None\nof the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of BHYP.

NONE\nOF THE FUND, TIDAL TRUST V, OR TIDAL INVESTMENTS LLC IS AFFILIATED, CONNECTED, OR ASSOCIATED WITH BHYP OR ITS SPONSOR, BITWISE\nINVESTMENT ADVISERS, LLC (“BITWISE”). THE FUND WAS NOT DEVELOPED OR CREATED BY, AND IS NOT SPONSORED, ENDORSED, OR\nAPPROVED BY, BHYP OR BITWISE.

Moreover,\nBitwise has not participated in the development of the Fund’s investment strategy. Bitwise does not select or approve the\nFund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Bitwise does\nnot provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed\nas an offer of any security by Bitwise or BHYP.

None\nof the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by Bitwise\nor BHYP, or their affiliates. All rights in the trademarks are reserved by their respective owners.

The\nFund does not invest directly in HYPE or any other digital asset but instead seeks indirect leveraged exposure to the returns\nof HYPE through investments in swaps and options as described above. Investors seeking direct exposure to the price of HYPE or\nany other digital asset should consider an investment other than the Fund.

Hyperliquid

HYPE\nis the native digital asset of the Hyperliquid Network, a decentralized proof-of-stake blockchain that can be used as a platform\nfor running applications. The blockchain is maintained by a distributed network of computers and is designed to be permissionless,\nperformant, and secure. The Hyperliquid token can be used to pay for processing transactions and storing data on the Hyperliquid\nProtocol, to run a validating node as part of the network, to participate in staking, and to participate in governance processes\nthat set the future technical direction of the blockchain and determine where network resources are allocated. The Hyperliquid\ntoken has a maximum supply of 1 billion tokens. New tokens are issued as a reward to the stakers and validators securing the network.\nThe rate at which new tokens are issued is dynamic, and determined by how much HYPE is staked to validators. The rate is inversely\nproportional to the square root of total HYPE staked. The Hyperliquid Network is comprised of HyperCore and HyperEVM. HyperCore\nhosts key trading infrastructure including an on-chain order book. HyperEVM is a general-purpose smart contract platform for hosting\ndecentralized applications. Both components are supported by the same consensus mechanism, HyperBFT. Applications built on HyperEVM\ncan access the liquidity and trading infrastructure of HyperCore. The Hyperliquid Network allows people to exchange tokens of\nvalue, HYPE, which are recorded on the Hyperliquid Blockchain. HYPE can be used to pay for goods and services, including to send\na transaction on the Hyperliquid Network, or it can be converted to fiat currencies, such as the U.S. dollar. For more information\nabout the Hyperliquid Network and HYPE, see the section in the Fund’s Prospectus titled “Additional Information About\nthe Fund – The Hyperliquid Network and HYPE.”

Principal\nInvestment Risks

The\nprincipal risks of investing in the Fund are summarized below. As with any investment, there is a risk that you could lose all\nor a portion of your investment in the Fund. Some or all of these risks may adversely affect the Fund’s net asset value\n(“NAV”) per Share, trading price, yield, total return, and/or ability to meet its investment objective. For more information\nabout the risks of investing in the Fund, see the section in the Fund’s Prospectus titled “Additional Information\nAbout the Fund—Principal Risks of Investing in the Fund.”

An\ninvestment in the Fund entails risk. The Fund may not achieve its investment objective and there is a risk that you could lose\nall of your money invested in the Fund. The Fund is not a complete investment program. In addition, the Fund presents risks not\ntraditionally associated with other ETFs. It is important that investors closely review all of the risks listed below and understand\nthem before making an investment in the Fund.

Each\nrisk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which\nit appears.

BHYP\nRisks. The Underlying Security is subject to many risks that can negatively impact the Fund. The Underlying Security is subject\nto the following risks (among other risks):

●

HYPE\n Investing Risk. The Fund is indirectly exposed to the risks of investing in HYPE\n through its investments gaining exposure to BHYP. These risks include:

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The\n value of BHYP relates directly to the value of HYPE, the value of which may be highly volatile\n and subject to fluctuations due to a number of factors, including: (i) manipulative trading\n activity on digital asset trading platforms; (ii) the adoption of HYPE as a medium of exchange,\n store-of-value or other consumptive asset and the maintenance and development of the open-source\n software protocol of the Hyperliquid Blockchain and Hyperliquid Network; (iii) forks in the\n Hyperliquid Blockchain (a “fork” happens whenever an open-source software community\n makes a change to a blockchain’s basic set of rules or protocols); (iv) investor expectations\n with respect to interest rates and rates of inflation experienced by fiat currencies or digital\n assets (including, in particular, HYPE); consumer preferences and perceptions of HYPE and\n digital assets; (v) fiat currency withdrawal and deposit policies on digital asset trading\n platforms; (vi) the liquidity of digital asset trading platforms and any increase or decrease\n in trading volume on digital asset trading platforms; (vii) investment and trading activities\n of large investors that invest directly or indirectly in HYPE; (viii) a “short squeeze”\n resulting from speculation on the price of HYPE, if aggregate short exposure exceeds the\n number of tokens available for purchase; (ix) a determination that HYPE is a security or\n changes in HYPE’s status under the federal securities laws; (x) monetary policies of\n governments, trade restrictions, currency devaluations and revaluations and regulatory measures\n or enforcement actions, if any, that restrict the use of HYPE as a form of payment or the\n purchase of HYPE on digital asset trading platforms; (xi) global or regional political, economic\n or financial conditions, events and situations, such as the novel coronavirus outbreak; (xii)\n fees associated with processing a HYPE transaction and the speed at which transactions are\n settled on the Hyperliquid Blockchain; (xiii) interruptions in service from or closures or\n failures of major digital asset trading platforms; (xiv) decreased confidence in digital\n asset trading platforms due to the unregulated nature and lack of transparency surrounding\n the operations of digital asset trading platforms; (xv) increased competition from other\n forms of digital assets or payment services; and (xvi) BHYP’s own acquisitions or disposition\n of HYPE, since there is no limit on the number of HYPE that BHYP may acquire.

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The\n trading prices of HYPE have experienced extreme volatility in recent periods and may\n continue to do so. Extreme volatility may persist and the value of BHYP’s shares\n may significantly decline in the future without recovery.

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HYPE\n has a limited history as a digital asset, and its value may be difficult to determine\n or predict due to the potential for HYPE and the Hyperliquid network not to function\n or perform as intended, or to not become widely accepted or commercially viable.

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Smart\n contracts are a recently established technology and ongoing development may magnify initial\n problems, cause volatility on the networks that use smart contracts and reduce interest\n in them, which could have an adverse impact on the value of HYPE.

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Changes\n in the governance structure of the Hyperliquid Network may not receive sufficient support\n from users and validators, which may negatively affect its ability to grow and respond\n to challenges.

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The\n Hyperliquid Network may face significant scaling challenges and efforts to increase the\n volume and speed of transactions may not be effective, and such upgrades may fail, resulting\n in potentially irreparable damage to the Hyperliquid Network and the value of HYPE.

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Digital\n asset networks are developed by a diverse set of contributors and the perception that\n certain high-profile contributors will no longer contribute to the network could have\n an adverse effect on the market price of the related digital asset.

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The\n open-source structure of the Hyperliquid Network means that the core developers and other\n contributors are generally not compensated for their contributions in maintaining and\n developing the Hyperliquid Network; a failure to properly monitor and upgrade the Hyperliquid\n Network could damage the Hyperliquid Network and the value of HYPE.

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The\n limited supply of HYPE may negatively impact the operation of the Hyperliquid Network.

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A\n temporary fork or a permanent “hard fork” in the Hyperliquid Network, or\n a “clone” of it, could adversely affect the value of HYPE. A “hard\n fork” is a permanent, mandatory fork, meaning a permanent change to a blockchain’s\n protocol or basic set of rules that creates a split and produces a new, additional branch\n of a blockchain (which operates differently from the original version of the blockchain).\n A clone occurs if a blockchain’s open-source code is copied, and launched independently\n as a new digital asset.

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HYPE\n may have concentrated ownership and large sales or distributions by holders of HYPE,\n or any ability to participate in or otherwise influence the Hyperliquid Network, could\n have an adverse effect on the market price of HYPE.

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If\n a malicious actor obtains control over a significant portion of the staked HYPE on the\n Hyperliquid Network, or otherwise obtains control over the Hyperliquid Network through\n its influence over validators or otherwise, such actor could manipulate the Hyperliquid\n Network, which could adversely affect the value of HYPE.

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If\n the Hyperliquid Network is used to facilitate illicit activities, businesses that facilitate\n transactions in HYPE could be at increased risk of criminal prosecution or civil lawsuits,\n or of having services cut off, which could negatively affect the price of HYPE.

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Any\n final determination by a court that HYPE is offered and sold as a “security”\n or as an investment contract, could adversely affect the value of HYPE.

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Hyperliquid-Linked\n ETP Risk. BHYP, a Hyperliquid-linked ETP, is an exchange-traded investment\n product not registered as an investment company under the 1940 Act that seeks to match\n the daily changes in the price of HYPE, and trades intra-day on a national securities\n exchange. Shares of BHYP are not traded at net asset value but may trade at prices above\n or below the value of its underlying portfolio holdings of HYPE. BHYP is subject to management\n fees and other fees that increase its costs and may reduce its value as compared to the\n costs of owning HYPE directly. Additionally, the market price of BHYP shares will fluctuate\n based on changes in the values of HYPE as well as changes in the supply and demand of\n BHYP shares in the secondary market. It is also possible that an active secondary market\n for BHYP shares may not develop, and market trading in the shares of BHYP may be halted\n under certain circumstances. BHYP and other crypto-asset linked ETPs are relatively new\n investment products and therefore may have limited operating histories. Crypto-asset\n linked ETPs that directly hold physical crypto assets plus cash, such as BHYP and its\n holdings of HYPE, pose additional risks due to their direct holdings of crypto assets,\n including: (i) security threats to their physical crypto asset accounts at custodians\n resulting in loss of assets or reputational damage; (ii) valuation difficulties due to\n the price volatility and potential limited liquidity of crypto assets; and (iii) safekeeping\n lapses or default by custodians for physical holdings of crypto assets.

If\na Hyperliquid-linked ETP such as BHYP fails to maintain minimum assets under management, experiences low trading volume or fails\nto meet exchange listing standards, it may be delisted from trading on an exchange, triggering a severe price drop resulting in\na potential significant or total loss of Fund value. The regulatory landscape for BHYP and other digital asset-linked ETPs is\ncontinually evolving, and adverse regulatory rulings or actions can cause sudden volatility or threaten product viability. Digital\nasset exchange hacks and smart contract bugs pose significant risks to digital asset-linked ETPs, typically causing immediate\ndownward pressure on share prices, increased volatility, and potential tracking errors. While spot ETPs often hold the underlying\ndigital asset, system hacks or smart contract errors or bugs create potential reputational damage, liquidity crises, and price\nvolatility – often triggering arbitrage difficulties that cause such ETPs’ shares to diverge from their underlying\ndigital asset price.

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BHYP\n Market and Listing Risk. BHYP has a limited operating history as a recently listed exchange-traded product on NYSE Arca, its shares may experience elevated price volatility and lower trading\n liquidity compared to more established issuers. These factors may make BHYP’s shares more\n sensitive to market sentiment, small shifts in investor demand, or short-term news events.

Digital\nAssets Risk. Although the Fund does not directly invest in digital assets, it is exposed to their risks through derivatives\nreferencing the Underlying Security, which is in turn exposed to the risks associated with HYPE. Digital asset technologies are\nhighly disruptive and uncertain, and rapid technological advances may render existing assets obsolete. Additionally, intellectual\nproperty disputes among digital asset companies may undermine confidence in their viability. The trading platforms for digital\nassets are relatively new, largely unregulated, and thus more vulnerable to fraud and failures compared to traditional, regulated\nexchanges. Shutdowns of these platforms due to fraud, technical glitches, external attacks or security issues can significantly\naffect digital asset prices and market volatility. These assets are typically stored in digital wallets, accessible only via private\nkeys-if lost or stolen, the assets may be irretrievable. Digital assets also face manipulation risks and reliance on third-party\nproducts with potential vulnerabilities. Historically, digital assets have exhibited extreme price volatility and may become highly\nilliquid in stressed markets. Their value is not necessarily correlated to traditional economic or market forces, and demand for\na digital asset could collapse, potentially driving its value to zero.

Single\nIssuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled\ninvestment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security, may\nbe more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a\ntraditional pooled investment or the market as a whole. Additionally, the Fund will seek to employ its investment strategy as\nit relates to the underlying issuer regardless of whether there are significant corporate actions such as restructurings, enforcement\nactivity, or acquisitions or periods of adverse market, economic, or other conditions and will not seek to take temporary defensive\npositions during such periods.

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

The\neffect of compounding becomes more pronounced as the Underlying Security’s volatility and the holding period increase. The\nimpact of compounding will impact each shareholder differently depending on the period of time an investment in the Fund is held\nand the volatility of the Underlying Security during a shareholder’s holding period of an investment in the Fund.

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

Fund\nperformance for periods greater than one single day can be estimated given any set of assumptions for the following factors: a)\nthe Underlying Security volatility; b) the Underlying Security performance; c) period of time; d) financing rates associated with\nleveraged exposure; and e) other Fund expenses. The chart shows estimated Fund returns for a number of combinations of Underlying\nSecurity volatility and Underlying Security performance over a one-year period. Performance shown in the chart assumes that: (i)\nthere were no Fund expenses; (ii) borrowing/lending rates (to obtain leveraged exposure) of 0%. If Fund expenses and/or actual\nborrowing/lending rates were reflected the estimated returns would be different than those shown. Particularly during periods\nof higher Underlying Security volatility, compounding will cause results for periods longer than a trading day to vary from two\ntimes (200%) the performance of the Underlying Security.

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

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

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

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

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

The\nUnderlying Security’s annualized historical volatility rate for the period from May 15, 2026 (the earliest date available)\nto September 30, 2026 was 83.51%. The Underlying Security’s annualized performance during this period was 519.86%. Historical\nUnderlying Security volatility and performance are not indications of what Underlying Security volatility and performance will\nbe in the future.

Daily\nCorrelation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of leveraged correlation to the\nUnderlying Security and therefore achieve its daily leveraged investment objective. To achieve a high degree of leveraged correlation\nwith the Underlying Security, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its daily leveraged\ninvestment objective. The possibility of the Fund being materially over- or under-exposed to the Underlying Security increases\non days when the Underlying Security is volatile near the close of the trading day. Market disruptions, regulatory restrictions\nand extreme volatility will also adversely affect the Fund’s ability to adjust exposure to the required levels. If there\nis a significant intra-day market event and/or the Underlying Security experiences a significant increase or decline, the Fund\nmay not meet its investment objective, be able to rebalance its portfolio appropriately, or may experience significant premiums\nor discounts, or widened bid-ask spreads.

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

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

Leverage\nRisk. The Fund obtains investment exposure in excess of its net assets by utilizing leverage and may lose more money in market\nconditions that are adverse to its investment objective than a fund that does not utilize leverage. An investment in the Fund\nis exposed to the risk that a decline in the daily performance of the Underlying Security will be magnified. This means that an\ninvestment in the Fund will be reduced by an amount equal to 2% for every 1% daily decline in the share price of the Underlying\nSecurity, not including the costs of financing leverage and other operating expenses, which would further reduce its value. The\nFund could theoretically lose an amount greater than its net assets in the event the share price of the Underlying Security declines\nmore than 50%. Leverage will also have the effect of magnifying any differences in the Fund performance’s correlation with\nthe Underlying Security’s share price.

Derivatives\nRisk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks,\nbonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition\nto, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related\nto the market, leverage, imperfect daily correlations with underlying investments or the Fund’s other portfolio holdings,\nhigher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions. The use of derivatives\nis a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio\nsecurities transactions. The use of derivatives may result in larger losses or smaller gains than directly investing in securities.\nWhen the Fund uses derivatives, there may be imperfect correlation between the share price of the Underlying Security and the\nderivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited\ninitial investment, the use of derivatives may expose the Fund to losses in excess of those amounts initially invested.

The\nFund will be subject to regulatory constraints relating to level of value at risk that the Fund may incur through its derivative\nportfolio. To the extent the Fund exceeds these regulatory thresholds over an extended period, the Fund may determine that it\nis necessary to make adjustments to the Fund’s investment strategy, including the desired daily leveraged performance for\nthe Fund.

In\naddition, the Fund’s investments in derivatives are subject to the following risks:

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

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

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

Options\nContracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary\nportfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated\nchanges in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary\npolicies and by national and international political events, changes in the actual or implied volatility of the reference asset,\nthe time remaining until the expiration of the option contract and economic events. The value of the options contracts in which\nthe Fund invests are substantially influenced by the value of the Underlying Security. The Fund may experience substantial downside\nfrom specific option positions and certain option positions held by the Fund may expire worthless. The options held by the Fund\nare exercisable at the strike price on their expiration date. As an option approaches its expiration date, its value typically\nincreasingly moves with the value of the underlying instrument. However, prior to such date, the value of an option generally\ndoes not increase or decrease at the same rate as the underlying instrument. There may at times be an imperfect correlation between\nthe movement in values of the options contracts and the underlying instrument, and there may at times not be a liquid secondary\nmarket for certain options contracts. The value of the options held by the Fund will be determined based on market quotations\nor other recognized pricing methods. Additionally, as the Fund intends to continuously maintain indirect exposure to the Underlying\nSecurity through the use of options contracts, as the options contracts it holds are exercised or expire it will enter into new\noptions contracts, a practice referred to as “rolling.” If the expiring options contracts do not generate proceeds\nenough to cover the cost of entering into new options contracts, the Fund may experience losses. The use of options to generate\nleverage introduces additional risks, including significant potential losses if the market moves unfavorably. The leverage inherent\nin options can amplify both gains and losses, leading to increased volatility and potential for substantial losses, particularly\nin periods of market uncertainty or low liquidity. Additionally, the Fund may incur losses if the value of the Underlying Security\nmoves against its positions, potentially resulting in a complete loss of the premium paid.

Counterparty\nRisk. To the extent contemplated by its investment strategy, the Fund may use derivative instruments, such as options, swaps,\nfutures contracts and other instruments, to obtain or manage investment exposure. Derivatives may be subject to counterparty risk,\nmeaning the risk that a counterparty, clearing member or clearing house will be unwilling or unable to perform its obligations\nto the Fund due to bankruptcy, insolvency, financial distress, operational failure or other default. If a counterparty or clearing\nmember defaults, the Fund may lose the expected benefit of the transaction, experience delays or costs in recovering collateral\nor other amounts owed to it, or be required to enter into replacement transactions on less favorable terms, if at all. The Fund\nalso may be unable to implement its investment strategy effectively if suitable counterparties or clearing members are unavailable.

Concentration\nRisk. The Fund will not concentrate its investments (i.e., hold more than 25% of its total assets) in any industry or group\nof related industries, except that the Fund will have economic exposure that is concentrated to approximately the same extent\nthat its Underlying Security concentrates in a particular industry or group of related industries. As a result, the Fund may be\nmore susceptible to loss due to adverse occurrences that affect such industries more than the market as a whole.

Intra-Day\nInvestment Risk. The Fund seeks investment results from the close of the market on a given trading day until the close of\nthe market on the subsequent trading day. The exact exposure of an investment in the Fund intraday in the secondary market is\na function of the difference between the share price of the Underlying Security at the market close on the first trading day and\nthe share price of the Underlying Security at the time of purchase. If the share price of the Underlying Security rises, the Fund’s\nnet assets will rise by approximately twice the amount as the Fund’s exposure. Conversely, if the share price of the Underlying\nSecurity declines, the Fund’s net assets will decline by approximately two times the amount as the Fund’s exposure.\nThus, an investor that purchases Shares intra-day may experience performance that is greater than, or less than, the Fund’s\nstated leveraged performance of the Underlying Security.

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

Cayman\nSubsidiary Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s\ninvestments. The swaps and other investments held by the Subsidiary are subject to the same economic risks that apply to similar\ninvestments if held directly by the Fund. The Subsidiary is not registered under the 1940 Act, and, unless otherwise noted in\nthis Prospectus, is not subject to all the investor protections of the 1940 Act. Changes in the laws of the United States and\nthe Cayman Islands could result in the inability of the Fund and/or the Subsidiary to continue to operate as it does currently\nand could adversely affect the Fund. For example, the Cayman Islands does not currently impose any income, corporate or capital\ngains tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands\ntaxes, Fund shareholders would likely suffer decreased investment returns. In addition, the Subsidiary is also subject to many\nof the risks to which the Fund is subject, such as tax risks, commodity related risks, and market and data risks.

Commodity-Linked\nDerivatives Tax Risk. The tax treatment of commodity-linked derivative instruments may be adversely affected by changes in\nlegislation, regulations, or other legally binding authority. As a RIC, the Fund must derive at least 90% of its gross income\neach taxable year from certain qualifying sources of income under the Code. If, as a result of any adverse future legislation,\nU.S. Treasury regulations, and/or guidance issued by the Internal Revenue Service (the “IRS”), the income of the Fund\nfrom certain commodity-linked derivatives, including income from the Fund’s investments in the Subsidiary, were treated\nas non-qualifying income, the Fund may fail to qualify as RIC and/or be subject to federal income tax at the Fund level. The uncertainty\nsurrounding the treatment of certain derivative instruments under the qualification tests for a RIC may limit the Fund’s\nuse of such derivative instruments.

The\nFund intends to limit its investment in the Subsidiary to no more than 25% of the value of its total assets in order to satisfy\ncertain asset diversification requirements for taxation as a regulated investment company. The Fund intends to manage the exposure\nto the Subsidiary so that the Fund’s investments in the Subsidiary do not exceed 25% of the total assets at the end of any\nquarter. If the Fund’s investments in the Subsidiary were to exceed 25% of the Fund’s total assets at the end of a\ntax quarter, the Fund, generally, has a grace period to cure such lack of compliance. If the Fund fails to timely cure, it may\nno longer be eligible to be treated as a RIC.

Commodity\nPool Regulatory Risk. The Fund’s investment exposure to commodity-linked swaps will cause it to be deemed to be a commodity\npool, thereby subjecting the Fund to regulation under the CEA and CFTC rules. The Adviser is registered as a commodity pool operator\n(“CPO”) and the Fund will be operated in accordance with applicable CFTC rules, as well as the regulatory scheme applicable\nto registered investment companies. Registration as a CPO imposes additional compliance obligations on the Adviser and the Fund\nrelated to additional laws, regulations, and enforcement policies, which could increase compliance costs and may affect the operations\nand financial performance of the Fund. However, the Fund’s status as a commodity pool and the Adviser’s registration\nas a CPO are not expected to materially adversely affect the Fund’s ability to achieve its investment objective. The CFTC\nhas not passed on the adequacy of this Prospectus.

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

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

ETF\nRisks

Authorized\nParticipants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions\nthat are authorized to purchase and redeem Shares directly from the Fund (known as “Authorized Participants” or “APs”).\nIn addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either\nof the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business\nor otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services;\nor (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other\nentities step forward to perform their functions.

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

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

Shares\nMay Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices.\nAlthough it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market\nprice of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of\nShares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market\ndeclines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or\ndiscounts may be significant.

Trading.\nAlthough Shares are listed on a national securities exchange, such as Nasdaq Texas, LLC (the “Exchange”),\nand may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume,\nor at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of\nthe Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares. This adverse effect on liquidity\nfor the Fund’s shares may lead to wider bid-ask spreads and differences between the market price of the Fund’s shares\nand the underlying value of the shares.

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

Economic\nand Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases\nthe likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries\nor regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets,\na particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation),\ndeflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability,\nfinancial system instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events,\nother governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s\ninvestments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural\ndisasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs\non goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility\nand instability in domestic and foreign markets.

High\nPortfolio Turnover Risk. Daily rebalancing of the Fund’s holdings pursuant to its daily investment objective causes\na much greater number of portfolio transactions when compared to most ETFs. Additionally, active market trading of the Fund’s\nShares on exchanges (such as the Exchange), could cause more frequent creation and redemption activities, which could increase\nthe number of portfolio transactions. Frequent and active trading may lead to higher transaction costs because of increased broker\ncommissions resulting from such transactions. In addition, there is the possibility of significantly increased short-term capital\ngains (which will be taxable to shareholders as ordinary income when distributed to them). The Fund calculates portfolio turnover\nwithout including the short-term cash instruments or derivative transactions that comprise the majority of the Fund’s trading.\nAs such, if the Fund’s extensive use of derivative instruments were reflected, the calculated portfolio turnover rate would\nbe significantly higher.

Tracking\nError Risk. Tracking error is the divergence of the Fund’s performance from that of its investment objective which aims\nto replicate two times the daily percentage change in the price of the Underlying Security. Tracking error may occur for a number\nof reasons. Tracking error may occur because of transaction costs, the Fund’s holding of cash, differences in accrual of\ndividends, being under- or overexposed to the Underlying Security or the need to meet new or existing regulatory requirements.\nTracking error risk may be heightened during times of market volatility or other unusual market conditions such as market disruptions.\nThe Fund may be required to deviate from its investment objectives, and therefore experience tracking error, as a result of market\nrestrictions or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by\nthe Adviser and its affiliates.

Liquidity\nRisk. Some securities held by the Fund may be difficult to sell or be illiquid, particularly during times of market turmoil.\nMarkets for securities or financial instruments could be disrupted by a number of events, including, but not limited to, an economic\ncrisis, natural disasters, epidemics/pandemics, new legislation or regulatory changes inside or outside the United States. Illiquid\nsecurities may be difficult to value, especially in changing or volatile markets. If the Fund is forced to sell an illiquid security\nat an unfavorable time or price, the Fund may be adversely impacted. Certain market conditions or restrictions may prevent the\nFund from limiting losses, realizing gains or achieving a high correlation with the Underlying Security. There is no assurance\nthat a security that is deemed liquid when purchased will continue to be liquid. Market illiquidity may cause losses for the Fund.

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

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

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

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

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

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

Reverse\nRepurchase Agreements Risk. The Fund may invest in reverse repurchase agreements. Reverse repurchase agreements are transactions\nin which the Fund sells portfolio securities to financial institutions such as banks and broker-dealers, and agrees to repurchase\nthem at a mutually agreed-upon date and price which is higher than the original sale price. Reverse repurchase agreements are\na form of leverage and the use of reverse repurchase agreements by the Fund may increase the Fund’s volatility. The Fund\nincurs costs, including interest expenses, in connection with the opening and closing of reverse repurchase agreements that will\nbe borne by the shareholders.

Reverse\nrepurchase agreements are also subject to the risk that the other party to the reverse repurchase agreement will be unable or\nunwilling to complete the transaction as scheduled, which may result in losses to the Fund. In situations where the Fund is required\nto post collateral with a counterparty, the counterparty may fail to segregate the collateral or may commingle the collateral\nwith the counterparty’s own assets. As a result, in the event of the counterparty’s bankruptcy or insolvency, the\nFund’s collateral may be subject to the conflicting claims of the counterparty’s creditors, and the Fund may be exposed\nto the risk of a court treating the Fund as a general unsecured creditor of the counterparty, rather than as the owner of the\ncollateral. There can be no assurance that a counterparty will not default and that the Fund will not sustain a loss on a transaction\nas a result.

Reverse\nrepurchase agreements also involve the risk that the market value of the securities sold by the Fund may decline below the price\nat which it is obligated to repurchase the securities. In addition, when the Fund invests the proceeds it receives in a reverse\nrepurchase transaction, there is a risk that those investments may decline in value. In this circumstance, the Fund could be required\nto sell other investments in order to meet its obligations to repurchase the securities.

Tax\nRisk. The Fund intends to elect and to qualify each year to be treated as a regulated investment company (a “RIC”)\nunder Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”). As a RIC, the Fund will not be subject\nto U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to shareholders,\nprovided that it satisfies certain requirements of the Code. If the Fund does not qualify as a RIC for any taxable year and certain\nrelief provisions are not available, the Fund’s taxable income will be subject to tax at the Fund level and to a further\ntax at the shareholder level when such income is distributed. To comply with the asset diversification test applicable to a RIC,\nthe Fund will attempt to ensure that the value of its interests in the Subsidiary, which owns swap contracts and options does\nnot exceed 25% of the Fund’s value at the close of any quarter. If the value of its interests in the Subsidiary were to\nexceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period to cure such\nlack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC.

Performance

Performance\ninformation for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date\nof this Prospectus. When such information is included, this section will provide some indication of the risks of investing in\nthe Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average\nannual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no\nguarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing\nin the Fund. Updated performance information will be available on the Fund’s website at https://www.defianceetfs.com.

Management

Investment\nAdviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio\nManagers:

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

Stephen\nFoy, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2026.

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

Purchase\nand Sale of Shares

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

Shares\nare listed on the Exchange, and individual Shares may only be bought and sold in the secondary market through brokers at market\nprices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium)\nor less than NAV (discount).

An\ninvestor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares\n(the “bid” price) and the lowest price a seller is willing to accept for Shares (the “ask” price) when\nbuying or selling Shares in the secondary market. This difference in bid and ask prices is often referred to as the “bid-ask\nspread.”

When\navailable, information regarding the Fund’s NAV, market price, how often Shares traded on the Exchange at a premium or discount,\nand bid-ask spreads can be found on the Fund’s website at https://www.defianceetfs.com.

Tax\nInformation

Fund\ndistributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless\nan investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments\nmade through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

Financial\nIntermediary Compensation

If\nyou purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”),\nthe Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities\nthat are designed to make Intermediaries more knowledgeable about exchange-traded products, including the Fund, or for other activities,\nsuch as marketing, educational training, or other initiatives related to the sale or promotion of Shares. These payments may create\na conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any\nsuch arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for\nmore information.

ADDITIONAL\nINFORMATION ABOUT THE FUND

Investment\nObjective

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

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

The\nFund has adopted a policy to have at least 80% exposure to financial instruments with economic characteristics that should perform\n2X the daily performance of its Underlying Security’s shares. The Fund’s 80% policy is non-fundamental and can be\nchanged without shareholder approval. However, Fund shareholders would be given at least 60 days’ notice prior to any such\nchange. To the extent swaps are used to meet the Fund’s 80% policy, the notional value of the swaps will be used when determining\nthe Fund’s compliance.

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

The\nFund seeks to provide a return of two times the daily performance of the share price its Underlying Security.

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

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

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

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

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

The\nFund is not suitable for all investors. In particular, the Fund is not suitable for investors with longer-term investment objectives.\nThe Fund is designed to be utilized only by sophisticated investors, such as traders and active investors employing dynamic strategies.\nSuch investors are expected to monitor and manage their portfolios frequently.

Investors\nin the Fund should: (a) understand the consequences of seeking daily leveraged investment results, (b) understand the risks associated\nwith the use of leverage, and (c) intend to actively monitor and manage their investments. Investors who do not understand the\nFund or do not intend to actively manage their funds and monitor their investments should not buy shares of the Fund.

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

Principal\nInvestment Strategies

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

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

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

The\nFund will enter into swap agreements with major financial institutions for a specified period ranging from one day to more than\none year whereby the Fund and the global financial institution will agree to exchange the return earned or realized on the underlying\nsecurity. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional\namount,” e.g., the return on or change in value of a particular dollar amount representing the underlying security. Each\ntrading day, the Adviser adjusts the Fund’s exposure to its underlying security consistent with the Fund’s daily leveraged\ninvestment objective. The impact of market movements during the day determines whether the portfolio needs to be repositioned.\nIf the share price of the underlying security has risen on a given day, the value of the Fund’s net assets should rise,\nmeaning its exposure will typically need to be increased. Conversely, if the share price of the underlying security has fallen\non a given day, the value of the Fund’s net assets should fall, meaning its exposure will typically need to be reduced.

The\ntime and manner in which the Fund rebalances its portfolio may vary from day to day at the sole discretion of the Adviser depending\nupon market conditions and other circumstances. Generally, at or near the close of the market at each trading day, the Fund will\nposition its portfolio to seek to ensure that the Fund’s exposure to its underlying security is consistent with its stated\ninvestment objective. The Fund reviews its notional exposure under each of its swap agreements, which reflects the extent of the\nFund’s total investment exposure under the swap, to seek to ensure that the Fund’s exposure is in-line with its stated\ninvestment objective. The gross returns to be exchanged are calculated with respect to the notional amount and the underlying\nsecurity share price returns to which the swap is linked. Swaps are typically closed out on a net basis. Thus, while the notional\namount reflects the Fund’s total investment exposure under the swap, the net amount is the Fund’s current obligations\n(or rights) under the swap. That is the amount to be paid or received under the agreement based on the relative values of the\npositions held by each party to the agreement. If for any reason the Fund is unable to rebalance all or a portion of its portfolio,\nor if all or a portion of the portfolio is rebalanced incorrectly, the Fund’s investment exposure may not be consistent\nwith the Fund’s investment objective. As a result, the Fund may be more or less exposed to leverage risk than if it had\nbeen properly rebalanced and may not achieve its investment objective. To the extent that the Fund needs to “roll”\nits swap positions (i.e., enter into new swap positions with a later expiration date as the current positions approach expiration),\nit could be subjected to increased costs, which could negatively impact the Fund’s performance.

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

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

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

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

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

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

An\nexchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or\nfinancial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial\ninstruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments\nand/or may incur substantial trading losses.

If\nthe Fund is unable to obtain sufficient exposure to its Underlying Security due to the limited availability of necessary investments\nor financial instruments, the Fund could, among other things, fail to meet its daily investment objective or experience increased\ntransaction fees. Under such circumstances, the Fund could trade at significant bid-ask spreads, premiums or discounts to its\nNAV and could experience substantial redemptions.

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

If\nthe Underlying Security’s share price has a dramatic loss that causes a material decline in the Fund’s net assets,\nthe terms of the Fund’s swap agreements may permit the counterparty to immediately close out the swap transaction. In that\nevent, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve exposure consistent\nwith the Fund’s investment objective. This may prevent the Fund from achieving its investment objective, even if the Underlying\nSecurity later reverses all or a portion the move, and result in significant losses.

Examples

Examples\nof the Impact of Daily Compounding. Because the Fund’s exposure to the Underlying Security’s share price is repositioned\non a daily basis, for a holding period longer than one day, the pursuit of the daily investment objective will result in daily\ncompounding for the Fund. This means that the return of the Underlying Security’s share price over a period of time greater\nthan one day multiplied by the Fund’s daily investment objective (e.g., 200% of such return) generally will not equal the\nFund’s performance over that same period. As a consequence, investors should not plan to hold shares of the Fund unmonitored\nfor periods longer than a single trading day. This deviation increases with higher volatility in the Underlying Security’s\nshare price and longer holding periods. Further, the return for investors that invest for periods less than a full trading day\nor for a period different than a trading day will not be the product of the return of the Fund’s stated daily leveraged\ninvestment objective and the performance of the Underlying Security’s share price for the full trading day. The actual exposure\nwill largely be a function of the performance of the Underlying Security’s share price from the end of the prior trading\nday. The examples assume a full daily leveraged amount of exactly 2X to the Underlying Security’s share price.

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

Example\nA

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

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

An\ninvestment in Fund A would be expected to gain 5% on Day 1 and lose 4.76% on Day 2, returning the investment its original value.\nThe following example assumes a $100 investment in Fund A when the hypothetical underlying security’s share price is $100:

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

Day	Underlying\n Security Share Price	Underlying\n Security \n Performance	Value\nof Fund A \n Investment \n
			$100.00
1	$105.00	5.00%	$105.00
2	$100.00	-4.76%	$100.00

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

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

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

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

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

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

Examples\nof the Impact of Volatility of the Underlying Security. The Fund rebalances its portfolio on a daily basis, increasing exposure\nin response to that day’s gains or reducing exposure in response to that day’s losses. Daily rebalancing will typically\ncause the Fund to lose money if the Underlying Security’s shares experience volatility. A volatility rate is a statistical\nmeasure of the magnitude of fluctuations in the underlying security’s share price returns over a defined period. For periods\nlonger than a trading day, volatility in the performance of the Underlying Security shares from day to day is the primary cause\nof any disparity between the Fund’s actual returns and the returns of the share of the Underlying Security for such period.\nVolatility causes such disparity because it exacerbates the effects of compounding on the Fund’s returns. In addition, the\neffects of volatility are magnified in the Fund due to leverage. Consider the following three examples that demonstrate the effect\nof volatility on a hypothetical fund (each of which assumes the investor purchases and sells shares at NAV):

Example\n1 – Underlying Security Experiences Low Volatility

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

Example\n2 – Underlying Security Experiences High Volatility

Now\nAmy invests $10.00 in a Hypothetical 2X Fund after the close of trading on Day 1. During Day 2, the hypothetical underlying security’s\nshare price rises from 100 to 102, a 2% gain, and Amy’s investment rises 4% to $10.40. Amy continues to hold her investment\nthrough the end of Day 3, during which the hypothetical underlying security’s shares decline from 102 to 98, a loss of 3.92%.\nAmy’s investment declines by 7.84%, from $10.40 to $9.58. For the two-day period since Amy invested in the Hypothetical\n2X Fund, the hypothetical underlying security lost 2% while Amy’s investment decreased from $10 to $9.58, a 4.2% loss. The\nvolatility of the hypothetical underlying security’s shares affected the correlation between the hypothetical underlying\nsecurity’s return for the two-day period and Amy’s return. In this situation, Amy lost more than two times the return\nof the hypothetical underlying security.

Example\n3 – Intra-day Investment with Volatility

Examples\n1 and 2 assumed that Amy purchased the Hypothetical 2X Fund at the close of trading on Day 1 and sold her investment at the close\nof trading on a subsequent day. However, if she made an investment intra-day, she would have received notional exposure to the\nunderlying security’s shares determined by the performance of the underlying security’s shares from the end of the\nprior trading day until her time of purchase on the next trading day.

Consider\nthe following example.

Amy\ninvests $10.00 in a Hypothetical 2X Fund at 11 a.m. on Day 2. From the close of trading on Day 1 until 11 a.m. on Day 2, the hypothetical\nunderlying security’s share price moved from 100 to 102, a 2% gain. In light of that gain, the Hypothetical 2X Fund beta\nat the point at which Amy invests is 196%. During the remainder of Day 2, the hypothetical underlying security’s share price\nrises from 102 to 110, a gain of 7.84%, and Amy’s investment rises 15.4% (which is the hypothetical underlying security\ngain of 7.84% multiplied by the 196% beta that she received) to $11.54. Amy continues to hold her investment through the close\nof trading on Day 3, during which the hypothetical underlying security’s share price declines from 110 to 90, a loss of\n18.18%. Amy’s investment declines by 36.4%, from $11.54 to $7.34. For the period of Amy’s investment, the hypothetical\nunderlying security’s share price declined from 102 to 90, a loss of 11.76%, while Amy’s investment decreased from\n$10.00 to $7.34, a 27% loss. The volatility of the hypothetical underlying security’s shares affected the correlation between\nthe hypothetical underlying security’s return for period and Amy’s return. In this situation, Amy lost more than two\ntimes the return of the hypothetical underlying security. Amy was also hurt because she missed the first 2% move of the hypothetical\nunderlying security and had a beta of 196% for the remainder of Day 2.

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

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

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

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

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

Table\n2 shows the annualized historical volatility rate for the Underlying Security’s shares over the period noted.

As\nof the date of this Prospectus, the Underlying Security has not yet traded publicly on a listing exchange for a one-year calendar\nperiod. As a result, investors should exercise additional caution when evaluating an investment in the Fund.

Since\nmarket volatility has negative implications for the Fund which rebalances daily, investors should be sure to monitor and manage\ntheir investments in the Fund particularly in volatile markets. The negative implications of volatility in Table 1, combined with\nvolatility of the Underlying Security in Table 2, may give investors some sense of the risks of holding the Fund for longer periods.\nHistorical volatility and performance of the Underlying Security should not be considered indicative of, or a guarantee of, future\nvolatility or performance

Table\n2 – Historic Volatility of the Underlying Security

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

Underlying\n Security Name/Ticker	Historical\n Volatility Rate	Period
Bitwise\n Hyperliquid ETF (NYSE Arca: BHYP)	83.51%	May\n 15, 2026 – September 30, 2026

The\nProjected Returns of the Fund for Intra-Day Purchases. Because the Fund rebalances its portfolio once daily, an investor who\npurchases Shares intra-day will likely have more, or less, than 200% investment exposure to the share price of the Underlying\nSecurity. The exposure to the Underlying Security’s shares received by an investor who purchases the Fund intra-day will\ndiffer from the Fund’s stated daily investment objective (e.g., 200%) by an amount determined by the movement of the Underlying\nSecurity from its share price at the end of the prior day. If the Underlying Security’s share price moves in a direction\nfavorable to the Fund between the close of the market on one trading day through the time on the next trading day when the investor\npurchases Fund shares, the investor will receive less exposure to such Underlying Security than the stated Fund’s daily\ninvestment objective (e.g., 200%). Conversely, if the Underlying Security’s shares move in a direction adverse to the funds,\nthe investor will receive more exposure to such Underlying Security than the stated fund daily leveraged investment objective\n(e.g., 200%).

Table\n3 below indicates the hypothetical exposure to the share price of the underlying security that an intra-day purchase of the Hypothetical\n2X Fund would be expected to provide based upon the movement in the share price of the underlying security from the close of the\nmarket on the prior trading day. Such exposure holds until a subsequent sale on that same trading day or until the close of the\nmarket on that trading day. For instance, if the underlying security’s share price has moved 5% in a direction favorable\nto a Hypothetical 2X Fund, the investor would receive exposure to the performance of the underlying security from that point until\nthe investor sells later that day or the end of the day equal to approximately 191% of the investor’s investment.

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

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

Table\n3

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

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

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

The\nfollowing tables set out a range of hypothetical daily performances during a given 10 trading days for a Hypothetical 2X Fund\ncompared to the underlying security and demonstrate how changes in the underlying security’s hypothetical performance would\ncompare to the performance of a Hypothetical 2X Fund for a trading day and cumulatively up to, and including, the entire 10 trading\nday period. The charts are based on a hypothetical $100 investment in hypothetical funds at NAV over a 10-trading day period and\ndo not reflect fees or expenses of any kind.

Table\n4 – The Underlying Security Lacks a Clear Trend

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

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

Table\n5 – The Underlying Security Rises in a Clear Trend

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

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

Table\n6 – The Underlying Security Declines in a Clear Trend

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

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

The\nHyperliquid Network and HYPE

The\nHyperliquid Network is comprised of HyperCore and HyperEVM. HyperCore hosts key trading infrastructure including an on-chain order\nbook. HyperEVM is a general-purpose smart contract platform for hosting decentralized applications. Both components are supported\nby the same consensus mechanism, HyperBFT. Applications built on HyperEVM can access the liquidity and trading infrastructure\nof HyperCore. HYPE was developed in 2022 by former quantitative trader Jeff Yan and a former Harvard classmate who goes by the\npseudonym “iliensinc.” The pair sought to build a blockchain capable of supporting a fully on-chain order book. Development\nof the Hyperliquid Network is overseen by Hyperliquid Labs. Growth and adoption of the network is supported by the Hyperliquid\nFoundation. Hyperliquid Labs is the development company founded in 2023 that is responsible for Hyperliquid blockchain. The company’s\nprimary role is in the creation and maintenance of the HyperBFT consensus mechanism and the HyperCore/HyperEVM execution environments.\nHyperliquid Labs also builds the applications that support the trading of perpetual futures contracts on the Hyperliquid Blockchain.

The\nHyperliquid Network allows people to exchange tokens of value, HYPE, which are recorded on the Hyperliquid Blockchain. HYPE can\nbe used to pay for goods and services, including to send a transaction on the Hyperliquid Network, or it can be converted to fiat\ncurrencies, such as the U.S. dollar. HYPE attempts to derive much of its value from utility. Users who want to transact on HyperEVM\nmust pay fees in HYPE. All transaction fees paid in HYPE are automatically burned. The burn function partially offsets the new\nissuance of HYPE. If demand is significant, it could create a deflationary dynamic in the token, whereby the total outstanding\nsupply declines over time. The total supply of 1 billion HYPE is reserved for certain purposes. At launch, 31% was distributed\nvia an airdrop to past users of the network; 38.89% was allocated for future emissions and rewards; 23.8% was allocated to core\ncontributors; 6% was allocated to the Hyper Foundation budget; 0.3% was allocated for community grants; and 0.012% was set aside\nfor a liquidity program.

Manager\nof Managers Structure

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

Investments\nby Registered Investment Companies

Section\n12(d)(1) of the 1940 Act restricts investments by investment companies in the securities of other investment companies. However,\nregistered investment companies are permitted to invest in other investment companies beyond the limits set forth in Section 12(d)(1)\nin rules under the 1940 Act, subject to certain conditions. The Fund may rely on Rule 12d1-4 of the 1940 Act, which provides an\nexemption from Section 12(d)(1) that allows the Fund to invest beyond the limits set forth in Section 12(d)(1) if the Fund satisfies\ncertain conditions specified in Rule 12d1-4.

Additional\nInformation Related to the Subsidiary

The\nFund’s Subsidiary is not registered under the 1940 Act, and, unless otherwise noted in this Prospectus, is not subject to\nall the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, making it unlikely that\nthe Subsidiary will take action contrary to the interests of the Fund and its shareholders. The Board has oversight responsibility\nfor the investment activities of the Fund, including its investment in the Subsidiary, and the Fund’s role as sole shareholder\nof the Subsidiary. The principal investment strategies and risks of the Subsidiary are also principal investment strategies and\nrisks of the Fund and therefore the principal investment strategies and principal risk disclosures of the registration statement\nreflect the operations of the Fund and the Subsidiary on a consolidated basis.

The\nFund complies with the provisions of the 1940 Act governing investment policies on an aggregate basis with the Subsidiary. The\nFund complies with the provisions of the 1940 Act governing capital structure and leverage (Section 18) on an aggregate basis\nwith the Subsidiary so that the Fund treats the Subsidiary’s debt as its own for purposes of Section 18. The financial statements\nof the Subsidiary will be consolidated with the Fund’s financial statements in the Fund’s Annual and Semi-Annual Reports.\nThe Fund’s investment adviser complies with Section 15 of the 1940 Act (regarding advisory agreements) with respect to the\nSubsidiary. The Subsidiary complies with the 1940 Act provisions relating to affiliated transactions and custody (Section 17).\nThe Subsidiary’s custodian is U.S. Bank. The Fund does not intend to create or acquire primary control of any entity which\nprimarily engages in investment activities in securities or other assets, other than entities wholly-owned or majority-owned by\nthe Fund.

Principal\nRisks of Investing in the Fund

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

UNDERLYING\nSECURITY RISKS

BHYP\nRisks. The Underlying Security is subject to many risks that can negatively impact the Fund. The Underlying Security is subject\nto the following risks (among other risks):

●

HYPE\n Investing Risk. The Fund is indirectly exposed to the risks of investing in HYPE\n through its investments gaining exposure to BHYP. These risks include:

○

The\n value of BHYP relates directly to the value of HYPE, the value of which may be highly volatile\n and subject to fluctuations due to a number of factors, including: (i) manipulative trading\n activity on digital asset trading platforms; (ii) the adoption of HYPE as a medium of exchange,\n store-of-value or other consumptive asset and the maintenance and development of the open-source\n software protocol of the Hyperliquid Blockchain and Hyperliquid Network; (iii) forks in the\n Hyperliquid Blockchain (a “fork” happens whenever an open-source software community\n makes a change to a blockchain’s basic set of rules or protocols); (iv) investor expectations\n with respect to interest rates and rates of inflation experienced by fiat currencies or digital\n assets (including, in particular, HYPE); consumer preferences and perceptions of HYPE and\n digital assets; (v) fiat currency withdrawal and deposit policies on digital asset trading\n platforms; (vi) the liquidity of digital asset trading platforms and any increase or decrease\n in trading volume on digital asset trading platforms; (vii) investment and trading activities\n of large investors that invest directly or indirectly in HYPE; (viii) a “short squeeze”\n resulting from speculation on the price of HYPE, if aggregate short exposure exceeds the\n number of BHYP shares available for purchase; (ix) a determination that HYPE is a security\n or changes in HYPE’s status under the federal securities laws; (x) monetary policies\n of governments, trade restrictions, currency devaluations and revaluations and regulatory\n measures or enforcement actions, if any, that restrict the use of HYPE as a form of payment\n or the purchase of HYPE on digital asset trading platforms; (xi) global or regional political,\n economic or financial conditions, events and situations, such as the novel coronavirus outbreak;\n (xii) fees associated with processing a HYPE transaction and the speed at which transactions\n are settled on the Hyperliquid Blockchain; (xiii) interruptions in service from or closures\n or failures of major digital asset trading platforms; (xiv) decreased confidence in digital\n asset trading platforms due to the unregulated nature and lack of transparency surrounding\n the operations of digital asset trading platforms; (xv) increased competition from other\n forms of digital assets or payment services; and (xvi) BHYP’s own acquisitions or disposition\n of HYPE, since there is no limit on the number of HYPE that BHYP may acquire.

○

The\n limited supply of HYPE may negatively impact the operation of the Hyperliquid Network.

○

Any\n final determination by a court that HYPE is offered and sold as a “security”\n or as an investment contract, could adversely affect the value of HYPE.

●

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

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

Counterparty\nRisk. To the extent contemplated by its investment strategy, the Fund may use derivative instruments, such as options contracts,\nswap agreements and other derivative instruments, and is therefore subject to counterparty risk. The Fund may enter into derivatives\ntransactions either through an exchange or clearing house or directly with a bank, broker-dealer or other counterparty. With respect\nto derivatives transactions that are not centrally cleared, including certain swap agreements and other over-the-counter derivatives,\nthe Fund is subject to the risk that its counterparty will be unwilling or unable to perform its obligations, including due to\nbankruptcy, insolvency, financial distress, operational failure or other default. If a counterparty defaults, the Fund may lose\nthe expected benefit of the transaction, experience delays or costs in recovering collateral or other amounts owed to it, and\nbe required to enter into replacement transactions on less favorable terms, if at all. Transactions in some types of derivatives,\nincluding certain options and swaps, are required to be centrally cleared (“cleared derivatives”). In a transaction\ninvolving cleared derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund\nis not a member of clearing houses and only members of a clearing house (“clearing members”) can participate directly\nin the clearing house, the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions,\nthe Fund will make payments (including margin payments) to and receive payments from a clearing house through its accounts at\nclearing members. Customer funds held at a clearing organization in connection with cleared derivatives are held in a commingled\nomnibus account and are not identified in the name of the clearing member’s individual customers. As a result, assets deposited\nby the Fund with any clearing member as margin for cleared derivatives may, in certain circumstances, be used to satisfy losses\nof other clients of the Fund’s clearing member. In addition, although clearing members guarantee performance of their clients’\nobligations to the clearing house, there is a risk that the assets of the Fund might not be fully protected in the event of the\nclearing member’s bankruptcy, as the Fund would be limited to recovering only a pro rata share of all available funds segregated\non behalf of the clearing member’s customers for the relevant account class. The Fund is also subject to the risk that a\nlimited number of clearing members are willing to transact on the Fund’s behalf, which heightens the risks associated with\na clearing member’s default. If a clearing member defaults, the Fund could lose some or all of the benefits of a transaction\nentered into by the Fund through the clearing member. If the Fund cannot find a clearing member to transact on the Fund’s\nbehalf, the Fund may be unable to effectively implement its investment strategy.

The\nFund may take or refrain from taking positions to improve the tax efficiency or to comply with various regulatory restrictions,\neither of which may negatively impact the Fund’s leveraged correlation to the Underlying Security.

In\naddition, the Fund’s investments in derivatives are subject to the following risks:

ETF\nRisks

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

PORTFOLIO\nHOLDINGS

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

A\ncomplete description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio\nholdings is available in the Fund’s Statement of Additional Information (“SAI”).

MANAGEMENT

Investment\nAdviser

Tidal\nInvestments LLC (“Tidal” or the “Adviser”), a Tidal Financial Group company, located at 234 West Florida\nStreet, Suite 700, Milwaukee, Wisconsin 53204, is an SEC registered investment adviser and a Delaware limited liability company.\nTidal was founded in March 2012 and is dedicated to understanding, researching and managing assets within the expanding ETF universe.\nAs of September 30, 2026, Tidal had assets under management of approximately $62.8 billion and served as the investment adviser\nor sub-adviser for 443 registered funds.

Tidal\nserves as investment adviser to the Fund and has overall responsibility for the general management and administration of the Fund\npursuant to an investment advisory agreement with the Trust, on behalf of the Fund (the “Advisory Agreement”). The\nAdviser is responsible for trading portfolio securities and financial instruments for the Fund, including selecting broker-dealers\nto execute purchase and sale transactions. The Adviser also arranges for transfer agency, custody, fund administration, and all\nother related services necessary for the Fund to operate. For the services provided to the Fund, the Fund pays the Adviser a unitary\nmanagement fee of 1.29%, which is calculated daily and paid monthly, at an annual rate based on the Fund’s average daily\nnet assets.

Under\nthe Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser has agreed to pay all expenses\nincurred by the Fund except for interest charges on any borrowings made for investment purposes, dividends and other expenses\non securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale\nof securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary\nexpenses, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the\n1940 Act, and the unitary management fee payable to the Adviser (collectively, the “Excluded Expenses”).

The\nAdviser also serves as the investment adviser to the Fund’s Subsidiary, a wholly-owned and controlled subsidiary of the\nFund, organized under the laws of the Cayman Islands as an exempted company, pursuant to an investment advisory agreement with\nthe Subsidiary (the “Subsidiary Advisory Agreement”). The Adviser is also responsible for trading portfolio securities\nand financial instruments for the Subsidiary, including selecting broker-dealers to execute purchase and sale transactions. The\nAdviser does not receive additional compensation for its services to the Subsidiary. The investment advisory agreement between\nthe Adviser and the Subsidiary was approved by the Board. However, because the Subsidiary is not registered under the 1940 Act,\nit is not subject to the regulatory protections of the 1940 Act and the Fund, as an investor in the Subsidiary, will not have\nall of the protections offered to investors in registered investment companies. Because the Fund wholly owns and controls the\nSubsidiary, and the Adviser is subject to the oversight of the Board, it is unlikely that the Subsidiary will take action contrary\nto the interests of the Fund or its shareholders. Additionally, as part of the Board’s consideration of the Advisory Agreement\nbetween the Trust and the Adviser, the Board will also consider the Adviser’s performance with regard to the Subsidiary.

Advisory\nAgreement

A\ndiscussion regarding the basis for the Board’s approval of the Fund’s Investment Advisory Agreement will be available\nin the Fund’s Semi-Annual Certified Shareholder Report to shareholders on Form N-CSR for the period ended December 31, 2026.

CFTC\nRegulation

Because\nof the nature of its investments, the Fund is subject to regulation under the Commodity Exchange Act of 1936, as amended (the\n“CEA”), as a commodity pool and the Adviser is subject to regulation under the CEA as a commodity pool operator (“CPO”)\nwith respect to the Fund, as those terms are defined under the CEA. The Adviser is regulated by the CFTC and the National Futures\nAssociation and is subject to those regulators’ disclosure requirements. Further, the Adviser is regulated by the SEC and\nis subject to its disclosure requirements. The CFTC has adopted rules that are intended to harmonize certain CEA disclosure requirements\nwith SEC disclosure requirements, including Rule 4.12(c)(3)(i) under the CEA, which requires the CPO of a registered investment\ncompany with less than three years of operating history to disclose the performance of all accounts and pools that are managed\nby the CPO and that have investment objectives, policies and strategies substantially similar to those of the newly-formed registered\ninvestment company.

The\nCPO has limited experience managing accounts and/or pools that have investment objectives, policies, and strategies substantially\nsimilar to those of the Fund.

Portfolio\nManagers

The\nfollowing individuals (each, a “Portfolio Manager”) have served as portfolio manager of the Fund since inception.\nEach of Mr. Foy and Mr. Mullen is jointly and primarily responsible for the day-to-day management of the Fund.

Stephen\nFoy, Portfolio Manager for the Adviser

Mr.\nFoy joined Tidal in 2024 and is Senior Vice President of Trading and Co-Head of Tidal’s ETF Trading and Portfolio Management\nteam. He previously oversaw Invesco ETF Services from 2021 to 2024, including middle and back-office operations as well as portfolio\nimplementation for all equity and alternative ETFs. Mr. Foy holds an MBA from Johns Hopkins University and spent five years in\nETF Portfolio Management at ProShares from 2016 to 2021. He brings a robust portfolio management background across a wide array\nof strategies and asset classes. Throughout his career, he has led global teams through hundreds of product launches, organizational\nchanges, and technological and operational transformations.

Christopher\nP. Mullen, Portfolio Manager for the Adviser

Christopher\nP. Mullen serves as Portfolio Manager at the Adviser, having joined the firm in January 2024. From September 2019 to December\n2023, he was a Portfolio Manager at Vest Financial LLC, where he managed exchange-traded funds, mutual funds and retirement fund\nportfolios. Mr. Mullen previously served as a Senior Portfolio Analyst at ProShares Advisors LLC from September 2016 until September\n2019. Prior to that, Mr. Mullen served as associate portfolio manager at USCF Investments LLC from February 2013 to September\n2016. Mr. Mullen received a Master of Business Administration from the University of Maryland. He also holds a dual bachelor’s\ndegree in global politics and history from Marquette University.

The\nFund’s SAI provides additional information about each portfolio manager’s compensation structure, other accounts that\nthe portfolio manager manages, and each portfolio manager’s ownership of Shares.

Fund\nSponsor

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

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

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

HOW\nTO BUY AND SELL SHARES

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

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

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

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

Book\nEntry

Shares\nare held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”)\nor its nominee is the record owner of all outstanding Shares.

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

Frequent\nPurchases and Redemptions of Shares

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

Determination\nof Net Asset Value

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

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

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

Fair\nValue Pricing

The\nBoard has designated the Adviser as the “valuation designee” for the Fund under Rule 2a-5 of the 1940 Act, subject\nto its oversight. The Adviser has adopted procedures and methodologies, which have been approved by the Board, to fair value Fund\ninvestments whose market prices are not “readily available” or are deemed to be unreliable. For example, such circumstances\nmay arise when: (i) an investment has been delisted or has had its trading halted or suspended; (ii) an investment’s primary\npricing source is unable or unwilling to provide a price; (iii) an investment’s primary trading market is closed during\nregular market hours; or (iv) an investment’s value is materially affected by events occurring after the close of the investment’s\nprimary trading market. Generally, when fair valuing an investment, the Adviser will take into account all reasonably available\ninformation that may be relevant to a particular valuation including, but not limited to, fundamental analytical data regarding\nthe issuer, information relating to the issuer’s business, recent trades or offers of the investment, general and/or specific\nmarket conditions, and the specific facts giving rise to the need to fair value the investment. Fair value determinations are\nmade in good faith and in accordance with the fair value methodologies included in the Adviser’s valuation procedures. The\nAdviser will fair value Fund investments whose market prices are not “readily available” or are deemed to be unreliable.\nDue to the subjective and variable nature of fair value pricing, there can be no assurance that the Adviser will be able to obtain\nthe fair value assigned to the investment upon the sale of such investment.

Delivery\nof Shareholder Documents – Householding

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

DIVIDENDS,\nDISTRIBUTIONS, AND TAXES

Dividends\nand Distributions

The\nFund intends to pay out dividends and interest income, if any, annually, and distribute any net realized capital gains to its\nshareholders at least annually.

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

Taxes

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

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

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

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

Taxes\non Distributions. For federal income tax purposes, distributions of net investment income are generally taxable as ordinary\nincome or qualified dividend income. Taxes on distributions of net capital gains (if any) are determined by how long the Fund\nowned the investments that generated them, rather than how long a shareholder has owned their Shares. Sales of assets held by\nthe Fund for more than one year generally result in long-term capital gains and losses, and sales of assets held by the Fund for\none year or less generally result in short-term capital gains and losses. Distributions of the Fund’s net capital gain (the\nexcess of net long-term capital gains over net short-term capital losses) that are reported by the Fund as capital gain dividends\n(“Capital Gain Dividends”) will be taxable as long-term capital gains. Distributions of short-term capital gain will\ngenerally be taxable as ordinary income. Dividends and distributions are generally taxable to you whether you receive them in\ncash or reinvest them in additional Shares.

Distributions\nreported by the Fund as “qualified dividend income” are generally taxed to non-corporate shareholders at rates applicable\nto long-term capital gains, provided certain holding period and other requirements are met. “Qualified dividend income”\ngenerally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated\nin a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that the Fund\nreceives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable\non an established U.S. securities market. Corporate shareholders may be entitled to a dividends-received deduction for the portion\nof dividends they receive from the Fund that are attributable to dividends received by the Fund from U.S. corporations, subject\nto certain limitations. Given the investment strategies of the Fund, it is unlikely that any dividends paid by the Fund will be\nqualified dividends or be eligible for the corporate dividends paid deduction.

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

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

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

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

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

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

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

Taxes\nWhen Shares are Sold on the Exchange

Any\ncapital gain or loss realized upon a sale of Shares generally is treated as a long-term capital gain or loss if Shares have been\nheld for more than one year and as a short-term capital gain or loss if Shares have been held for one year or less. However, any\ncapital loss on a sale of Shares held for six months or less is treated as long-term capital loss to the extent of Capital Gain\nDividends paid with respect to such Shares. Any loss realized on a sale will be disallowed to the extent Shares of the Fund are\nacquired, including through reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after\nthe sale of substantially identical Shares.

Taxes\non Purchases and Redemptions of Creation Units

An\nAP having the U.S. dollar as its functional currency for U.S. federal income tax purposes who exchanges securities for Creation\nUnits generally recognizes a gain or a loss. The gain or loss will be equal to the difference between the value of the Creation\nUnits at the time of the exchange and the exchanging AP’s aggregate basis in the securities delivered plus the amount of\nany cash paid for the Creation Units. An AP who exchanges Creation Units for securities will generally recognize a gain or loss\nequal to the difference between the exchanging AP’s basis in the Creation Units and the aggregate U.S. dollar market value\nof the securities received, plus any cash received for such Creation Units. The IRS may assert, however, that a loss that is realized\nupon an exchange of securities for Creation Units may not be currently deducted under the rules governing “wash sales”\n(for an AP who does not mark-to-market their holdings) or on the basis that there has been no significant change in economic position.\nPersons exchanging securities should consult their own tax advisor with respect to whether wash sale rules apply and when a loss\nmight be deductible.

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

The\nFund may include a payment of cash in addition to, or in place of, the delivery of a basket of securities upon the redemption\nof Creation Units. The Fund may sell portfolio securities to obtain the cash needed to distribute redemption proceeds. This may\ncause the Fund to recognize investment income and/or capital gains or losses that it might not have recognized if it had completely\nsatisfied the redemption in-kind. As a result, the Fund may be less tax efficient if it includes such a cash payment in the proceeds\npaid upon the redemption of Creation Units.

Important\nTax Considerations When Purchasing Fund Shares

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

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

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

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

The\nforegoing discussion summarizes some of the possible consequences under current federal tax law of an investment in the Fund.\nIt is not a substitute for personal tax advice. You also may be subject to foreign, state and local tax on Fund distributions\nand sales of Shares. Consult your personal tax advisor about the potential tax consequences of an investment in Shares under all\napplicable tax laws. For more information, please see the section entitled “Federal Income Taxes” in the SAI.

DISTRIBUTION

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

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

No\nRule 12b-1 fees are currently paid by the Fund, and there are no plans to impose these fees. However, in the event Rule 12b-1\nfees are charged in the future, because the fees are paid out of assets of the Fund on an ongoing basis, over time these fees\nwill increase the cost of your investment and may cost you more than certain other types of sales charges.

PREMIUM/DISCOUNT\nINFORMATION

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

ADDITIONAL\nNOTICES

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

Without\nlimiting any of the foregoing, in no event shall the Exchange have any liability for any lost profits or indirect, punitive, special,\nor consequential damages even if notified of the possibility thereof.

The\nAdviser and the Fund make no representation or warranty, express or implied, to the owners of Shares or any member of the public\nregarding the advisability of investing in securities generally or in the Fund particularly.

The\nTrust’s Agreement and Declaration of Trust (“Declaration of Trust”) provides a detailed process for the bringing\nof derivative or direct actions by shareholders in order to permit legitimate inquiries and claims while avoiding the time, expense,\ndistraction, and other harm that can be caused to the Fund or its shareholders as a result of spurious shareholder demands and\nderivative actions. Prior to bringing a derivative action, a demand by three unrelated shareholders must first be made on the\nFund’s Trustees. The Declaration of Trust details various information, certifications, undertakings and acknowledgments\nthat must be included in the demand. Following receipt of the demand, the Trustees have a period of 90 days, which may be extended\nby an additional 60 days, to consider the demand. If a majority of the Trustees who are considered independent for the purposes\nof 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\nare able to sustain the burden of proof to a court that the decision of the Trustees not to pursue the requested action was not\na good faith exercise of their business judgment on behalf of the Fund. The Declaration of Trust further provides that shareholders\nowning Shares representing no less than a majority of the Fund’s outstanding shares must join in bringing the derivative\naction. If a demand is rejected, the complaining shareholders will be responsible for the costs and expenses (including attorneys’\nfees) incurred by the Fund in connection with the consideration of the demand, if a court determines that the demand was made\nwithout reasonable cause or for an improper purpose. If a derivative action is brought in violation of the Declaration of Trust,\nthe shareholders bringing the action may be responsible for the Fund’s costs, including attorneys’ fees, if a court\ndetermines that the action was brought without reasonable cause or for an improper purpose. The Declaration of Trust provides\nthat no shareholder may bring a direct action claiming injury as a shareholder of the Trust, or any Fund, where the matters alleged\n(if true) would give rise to a claim by the Trust or by the Trust on behalf of the Fund, unless the shareholder has suffered an\ninjury distinct from that suffered by the shareholders of the Trust, or the Fund, generally. Under the Declaration of Trust, a\nshareholder bringing a direct claim must be a shareholder of the Fund with respect to which the direct action is brought at the\ntime of the injury complained of or have acquired the shares afterwards by operation of law from a person who was a shareholder\nat that time. The Declaration of Trust further provides that the Fund shall be responsible for payment of attorneys’ fees\nand legal expenses incurred by a complaining shareholder only if required by law, and any attorneys’ fees that the Fund\nis obligated to pay shall be calculated using reasonable hourly rates. These provisions do not apply to claims brought under the\nfederal securities laws.

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

FINANCIAL\nHIGHLIGHTS

This\nsection would ordinarily include Financial Highlights. The Financial Highlights table is intended to help you understand the performance\nof the Fund for its periods of operations. Because the Fund has not yet completed its initial fiscal period as of the date of\nthis Prospectus, no Financial Highlights are shown.

Defiance\nDaily Target 2X Long HYPE ETF

\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	Cohen\n & Company, Ltd. \n \n 1835\n Market Street, Suite 310 \n \n Philadelphia,\n Pennsylvania 19103 \n

Investors\nmay find more information about the Fund in the following documents:

Statement\nof Additional Information: The Fund’s SAI provides additional details about the Fund’s investments and certain\nother additional information. A current SAI dated October 15, 2026, as supplemented from time to time, is on file with the SEC\nand is herein incorporated by reference into this Prospectus. It is legally considered a part of this Prospectus.

Annual/Semi-Annual\nReports: Additional information about the Fund’s investments will be available in the Fund’s annual and semi-annual\nreports to shareholders and in Form N-CSR. In the annual Certified Shareholder Report on Form N-CSR you will find a discussion\nof the market conditions and investment strategies that significantly affected the Fund’s performance after the first fiscal\nyear the Fund is in operation. In Form N-CSR, you will find the Fund’s annual and semi-annual financial statements.

When\navailable, you can obtain free copies of these documents, request other information or make general inquiries about the Fund by\ncontacting the Fund at the Defiance ETFs, c/o U.S. Bank Global Fund Services P.O. Box 219252, Kansas City, Missouri 64121-9252\nor calling (833) 333-9383.

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

●

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

●

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

●

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

(SEC\nInvestment Company Act File No. 811-24116)

$\"\"$ \n

Defiance Daily Target 2X Long HYPE\nETF (HYPU)

listed on Nasdaq Texas, LLC

STATEMENT OF ADDITIONAL INFORMATION

October 15, 2026

This Statement of Additional Information\n(“SAI”) is not a prospectus and should be read in conjunction with the Prospectus for the Defiance Daily Target 2X\nLong HYPE ETF (the “Fund”), a series of Tidal Trust V (the “Trust”), dated October 15, 2026, as may be\nsupplemented from time to time (the “Prospectus”). Capitalized terms used in this SAI that are not defined have the\nsame meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be obtained without charge, by calling\nthe Fund at (833) 333-9383, visiting www.defianceetfs.com or writing to the Fund at Defiance ETFs, c/o U.S. Bank Global Fund Services\nP.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\nannual Certified Shareholder Report on Form N-CSR (File No. 811-24116). When available, a copy of the Fund’s annual Certified\nShareholder Report 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	3
Investment Restrictions	20
Exchange Listing and Trading	21
Management of the Trust	21
Principal Shareholders, Control Persons and Management Ownership	26
Codes of Ethics	26
Proxy Voting Policies	26
Investment Adviser	26
Portfolio Managers	27
The Distributor	28
Administrator	29
Fund Accountant and Transfer Agent	29
Custodian	30
Legal Counsel	30
Independent Registered Public Accounting Firm	30
Portfolio Holdings Disclosure Policies and Procedures	30
Description of Shares	30
Limitation of Trustees’ Liability	31
Brokerage Transactions	31
Portfolio Turnover Rate	32
Book Entry Only System	33
Purchase and Redemption of Shares in Creation Units	33
Determination of Net Asset Value	38
Dividends and Distributions	39
Federal Income Taxes	39
Financial Statements	44

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\nstatutory trust on April 29, 2025. The Trust is registered with the U.S. Securities and Exchange Commission (“SEC”)\nunder the Investment Company Act of 1940, as amended (together with the rules and regulations adopted thereunder, as amended, the\n“1940 Act”), as an open-end management investment company and the offering of the Fund’s shares (“Shares”)\nis registered under the Securities Act of 1933, as amended (the “Securities Act”). The Trust is governed by its Board\nof Trustees (the “Board”). Tidal Investments LLC (“Tidal” or the “Adviser”) serves as investment\nadviser to the Fund.

The Fund offers and issues Shares at\ntheir net asset value (“NAV”) only in aggregations of a specified number of Shares (each, a “Creation Unit”).\nThe Fund generally offers and issues Shares in exchange for a basket of securities (“Deposit Securities”) together\nwith the deposit of a specified cash payment (“Cash Component”). The Trust reserves the right to permit or require\nthe substitution of a “cash in lieu” amount (“Deposit Cash”) to be added to the Cash Component to replace\nany Deposit Security. Shares of the Fund are or will be listed on Nasdaq Texas, LLC (the “Exchange”). Shares\ntrade on the Exchange at market prices that may differ from the Shares’ NAV. Shares are also redeemable only in Creation\nUnit aggregations, and generally in exchange for portfolio securities and a specified cash payment, or entirely for cash. As a\npractical matter, only institutions or large investors, known as “Authorized Participants” or “APs,” purchase\nor redeem Creation Units. Except when aggregated in Creation Units, Shares are not individually redeemable.

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

ADDITIONAL INFORMATION ABOUT INVESTMENT\nOBJECTIVES, POLICIES, AND RELATED RISKS

The Fund’s investment objective and\nprincipal investment strategies are described in the Prospectus, under “Investment Objective” and “Principal\nInvestment Strategies,” respectively. The following information supplements, and should be read in conjunction with, the\nProspectus. For a description of certain permitted investments, see “Description of Permitted Investments” in this\nSAI.

With respect to the Fund’s investments,\nunless otherwise noted, if a percentage limitation on investment is adhered to at the time of investment or contract, a subsequent\nincrease or 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\ninvestment company under the 1940 Act. A “non-diversified” classification means that the Fund is not limited by the\n1940 Act’s diversification requirements with regard to the percentage of its assets that may be invested in the securities\nof a single issuer. This means that the Fund may invest a greater portion of its assets in the securities of a single issuer or\na smaller number of issuers than if it was a diversified fund, and therefore, those issuers may constitute a greater portion of\nthe Fund’s portfolio. This may have an adverse effect on the Fund’s performance or subject its Shares to greater price\nvolatility than more diversified investment companies. Moreover, in pursuing its objective, the Fund may hold the securities of\na single issuer in an amount exceeding 10% of the value of the outstanding securities of the issuer, subject to restrictions imposed\nby the Internal Revenue Code of 1986, as amended (the “Code”).

Although the Fund is non-diversified for\npurposes of the 1940 Act, the Fund intends to maintain the required level of diversification and otherwise conduct its operations\nso as to qualify as a regulated investment company (“RIC”) for purposes of the Code, and to relieve the Fund of any\nliability for federal income tax to the extent that their earnings are distributed to shareholders. Compliance with the diversification\nrequirements of the Code may limit the investment flexibility of the Fund and may make it less likely that the Fund will meet its\ninvestment objectives. See “Federal Income Taxes” in this SAI for further discussion.

General Risks

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

There can be no guarantee that a liquid\nmarket for the securities held by the Fund will be maintained. The existence of a liquid trading market for certain securities\nmay depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained\nor that any such market will be or remain liquid. The price at which securities may be sold and the value of Shares will be adversely\naffected if trading 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\nhave an adverse effect on Fund performance.

Cyber Security Risk. Investment\ncompanies, such as the Fund, and their service providers may be subject to operational and information security risks resulting\nfrom cyber attacks. Cyber attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial\nof service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches.\nCyber attacks affecting the Fund or the Adviser, a sub-adviser, Custodian (defined below), Transfer Agent (defined below), intermediaries\nand other third-party service providers may adversely impact the Fund. For instance, cyber attacks may interfere with the processing\nof shareholder transactions, impact the Fund’s ability to calculate its NAV, cause the release of private shareholder information\nor confidential company information, impede trading, subject the Fund to regulatory fines or financial losses, and cause reputational\ndamage. The Fund may also incur additional costs for cyber security risk management purposes. Similar types of cyber security risks\nare also present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such\nissuers, and may cause the Fund’s investment in such portfolio companies to lose value.

Special Considerations and Risks

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

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

Fund Name	Underlying\n Security
Defiance\n Daily Target 2X Long HYPE ETF	Bitwise\n Hyperliquid ETF (NYSE Arca: BHYP)

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

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

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

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

The Fund’s return for periods longer\nthan one day is primarily (but not solely) a function of the following:

Performance of its Underlying Security;

Volatility of its Underlying Security;

Financing rates associated with leverage;

Other Fund expenses;

Dividends paid by companies in the Underlying Security; and

Period of time.

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

As shown in the chart below, the Fund would\nbe expected to lose 6.1% if there was no change in the share price of the Underlying Security over a one-year period during which\nthe Underlying Security experienced annualized volatility of 25%. If the Underlying Security’s annualized volatility were\nto rise to 75%, the hypothetical loss for a one-year period would widen to approximately -43%. At higher ranges of volatility,\nthere is a chance of a significant loss of value in the Fund, even if there were no change in the share price of the Underlying\nSecurity. For instance, if the Underlying Security’s annualized volatility is 100%, the Fund would be expected to lose 63.2%\nof its value, even if the cumulative Underlying Security change in the share price of the Underlying Security for the year was\n0%.

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

The table below is intended to underscore\nthe fact that the Fund is designed as a short-term trading vehicle for investors who intend to actively monitor and manage their\nportfolios. It is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage\ntheir portfolios. For additional information regarding correlation and volatility risk for the Fund, see “Compounding and\nMarket Volatility Risk” in the Prospectus.

Estimated Returns of 200% or Two Times

Performance of the Underlying Security

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

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

DESCRIPTION OF PERMITTED INVESTMENTS

The following are descriptions of the permitted\ninvestments and investment practices and the associated risk factors. The Fund will invest in any of the following instruments\nor engage in any of the following investment practices only if such investment or activity is consistent with the Fund’s\ninvestment objective and permitted by the Fund’s stated investment policies. In addition, certain of the techniques and investments\ndiscussed in this SAI are not principal strategies of the Fund as disclosed in the Prospectus, and while such techniques and investments\nare permissible for 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\nup to one-third (1/3) of its total assets. The Fund will borrow money only for short-term or emergency purposes. Such borrowing\nis not for investment purposes and will be repaid by the Fund promptly. Borrowing will tend to exaggerate the effect on NAV of\nany increase or decrease in the market value of the Fund’s portfolio. Money borrowed will be subject to interest costs that\nmay or may not be recovered by earnings on the securities purchased. The Fund also may be required to maintain minimum average\nbalances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements\nwould increase the cost of borrowing over the stated interest rate.

Equity Securities

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

An investment in the Fund should be made\nwith an understanding of the risks inherent in an investment in equity securities, including the risk that the financial condition\nof issuers may become impaired or that the general condition of the stock market may deteriorate (either of which may cause a decrease\nin the value of the Fund’s portfolio securities and therefore a decrease in the value of Shares of the Fund). Common stocks\nare susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence and\nperceptions change. These investor perceptions are based on various and unpredictable factors, including expectations regarding\ngovernment, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global\nor regional political, economic or banking crises.

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\ndescribed below, 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\nthan holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, generally have inferior\nrights to receive payments from the issuer in comparison with the rights of creditors or holders of debt obligations or preferred\nstocks. Further, unlike debt securities, which typically have a stated principal amount payable at maturity (whose value, however,\nis subject to market fluctuations prior thereto), or preferred stocks, which typically have a liquidation preference and which\nmay have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity.\nCommon stock values are subject to market 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\nand the liquidation of the company. However, in all other respects, preferred stocks are subordinated to the liabilities of the\nissuer. Unlike common stocks, preferred stocks are generally not entitled to vote on corporate matters. Types of preferred stocks\ninclude adjustable-rate preferred stock, fixed dividend preferred stock, perpetual preferred stock, and sinking fund preferred\nstock.

Generally, the market values of preferred\nstock with 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\nissued. Rights normally have a short life of usually two to four weeks, are freely transferable and entitle the holder to buy the\nnew common stock at a lower price than the public offering price. Warrants are securities that are usually issued together with\na debt security or preferred stock and that give the holder the right to buy a proportionate amount of common stock at a specified\nprice. Warrants are freely transferable and are traded on major exchanges. Unlike rights, warrants normally have a life that is\nmeasured in years and entitles the holder to buy common stock of a company at a price that is usually higher than the market price\nat the time the warrant is issued. Corporations often issue warrants to make the accompanying debt security more attractive.

An investment in warrants and rights may\nentail greater risks than certain other types of investments. Generally, rights and warrants do not carry the right to receive\ndividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets\nof the issuer. In addition, their value does not necessarily change with the value of the underlying securities, and they cease\nto have value if they are not exercised on or before their expiration date. Investing in rights and warrants increases the potential\nprofit or loss to be realized from the investment as compared with investing the same amount in the underlying securities.

Smaller Companies. The securities\nof small- and mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments\nthan securities of larger-capitalization companies. The securities of small- and mid-capitalization companies generally trade in\nlower volumes and are subject to greater and more unpredictable price changes than larger capitalization stocks or the stock market\nas a whole. Some small- or mid-capitalization companies have limited product lines, markets, and financial and managerial resources\nand tend to concentrate on fewer geographical markets relative to larger capitalization companies. There is typically less publicly\navailable information concerning small- and mid-capitalization companies than for larger, more established companies. Small- and\nmid-capitalization companies also may be particularly sensitive to changes in interest rates, government regulation, borrowing\ncosts, and earnings.

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

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

When purchasing a security on a when-issued\nbasis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield changes. At the\ntime of settlement, the value of the security may be more or less than the purchase price. The yield available in the market when\nthe delivery takes place also may be higher than those obtained in the transaction itself. Because the Fund does not pay for the\nsecurity until the delivery date, these 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\nbasis, or with a non-standard settlement cycle, notwithstanding the limitation on the issuance of senior securities in Section\n18 of the 1940 Act, provided that the Fund intends to physically settle the transaction and the transaction will settle within\n35 days of its trade date (the “Delayed-Settlement Securities Provision”). A when-issued, forward-settling, or non-standard\nsettlement cycle security that does not satisfy the Delayed-Settlement Securities Provision is treated as a derivatives transaction\nunder Rule 18f-4.

Foreign Securities

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

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

Investing in emerging markets can have\nmore risk than investing in developed foreign markets. The risks of investing in these markets may be exacerbated relative to investments\nin foreign markets. Governments of developing and emerging market countries may be more unstable as compared to more developed\ncountries. Developing and emerging market countries may have less developed securities markets or exchanges, and legal and accounting\nsystems. It may be more difficult to sell securities at acceptable prices and security prices may be more volatile than in countries\nwith more mature markets. Currency values may fluctuate more in developing or emerging markets. Developing or emerging market countries\nmay be more likely to impose government restrictions, including confiscatory taxation, expropriation or nationalization of a company’s\nassets, and restrictions on foreign ownership of local companies. In addition, emerging markets may impose restrictions on the\nFund’s ability to repatriate investment income or capital and, thus, may adversely affect the operations of the Fund. Certain\nemerging markets may impose constraints on currency exchange and some currencies in emerging markets may have been devalued significantly\nagainst the U.S. dollar. For these and other reasons, the prices of securities in emerging markets can fluctuate more significantly\nthan the prices of securities of companies in developed countries. The less developed the country, the greater effect these risks\nmay have on the Fund.

Foreign Currencies

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

Illiquid Investments and Restricted\nSecurities

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

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

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

Illiquid investments are often restricted\nsecurities sold in private placement transactions between issuers and their purchasers and may be neither listed on an exchange\nnor traded in other established markets. In many cases, the privately placed securities may not be freely transferable under the\nlaws of the applicable jurisdiction or due to contractual restrictions on resale. To the extent privately placed securities may\nbe resold in privately negotiated transactions, the prices realized from the sales could be less than those originally paid by\nthe Fund or less than the fair value of the securities. In addition, issuers whose securities are not publicly traded may not be\nsubject to the disclosure and other investor protection requirements that may be applicable if their securities were publicly traded.\nIf any privately placed securities held by the Fund are required to be registered under the securities laws of one or more jurisdictions\nbefore being resold, the Fund may be required to bear the expenses of registration. Private placement investments may involve investments\nin smaller, less seasoned issuers, which may involve greater risks than investments in more established companies. These issuers\nmay have limited product lines, markets or financial resources, or they may be dependent on a limited management group. In making\ninvestments in private placement securities, the Fund may obtain access to material non-public information, which may restrict\nthe Fund’s ability to conduct transactions in those securities.

Investment Company Securities

The Fund may invest in the securities of\nother investment companies, including money market funds and ETFs, subject to applicable limitations under Section 12(d)(1) of\nthe 1940 Act. Investing in another pooled vehicle exposes the Fund to all the risks of that pooled vehicle. If the Fund invests\nin and, thus, is a shareholder of, another investment company, the Fund’s shareholders will indirectly bear the Fund’s\nproportionate share of the fees and expenses paid by such other investment company, including advisory fees, in addition to both\nthe management fees payable directly by the Fund to the Adviser and the other expenses that the Fund bears directly in connection\nwith its own operations.

Pursuant to Section 12(d)(1), the Fund\nmay invest in the securities of another investment company (the “acquired company”) provided that the Fund, immediately\nafter such purchase or acquisition, does not own in the aggregate: (i) more than 3% of the total outstanding voting stock of the\nacquired company; (ii) securities issued by the acquired company having an aggregate value in excess of 5% of the value of the\ntotal assets of the Fund; or (iii) securities issued by the acquired company and all other investment companies (other than treasury\nstock of the Fund) having an aggregate value in excess of 10% of the value of the total assets of the Fund. To the extent allowed\nby law or regulation, the Fund may invest its assets in securities of investment companies that are money market funds in excess\nof the limits discussed above.

The Fund may also rely on Rule 12d1-4\nunder the 1940 Act, which provides an exemption from Section 12(d)(1) that allows the Fund to invest all of its assets in other\nregistered funds, including ETFs, if the Fund satisfies certain conditions specified in the Rule.

The Fund\nmay rely on Section 12(d)(1)(F) and Rule 12d1-3 of the 1940 Act, which provide an exemption from Section 12(d)(1) that allows the Fund\nto invest all of its assets in other registered funds, including ETFs, if, among other conditions: (1) the Fund, together with its affiliates,\nacquires no more than three percent of the outstanding voting stock of any acquired fund; and (2) the sales load charged on Shares is\nno greater than the limits set forth in Rule 2341 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Money Market Funds

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

Other Short-Term Instruments

The Fund may invest in short-term instruments,\nincluding money market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are\ngenerally short-term investments that may include but are not limited to: (1) shares of money market funds; (2) obligations issued\nor guaranteed by the U.S. government, its agencies, or instrumentalities (including government-sponsored enterprises); (3) negotiable\ncertificates of deposit (“CDs”), bankers’ acceptances, fixed time deposits, and other obligations of U.S. and\nforeign banks (including foreign branches) and similar institutions; (4) commercial paper rated at the date of purchase “Prime-1”\nby Moody’s Investors Service or “A-1” by S&P Global Ratings or, if unrated, of comparable quality as determined\nby the Adviser; (5) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date\nof purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (6)\nshort-term U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser,\nare of comparable quality to obligations of U.S. banks which may be purchased by the Fund. Any of these instruments may be purchased\non a current or a forward-settled basis. Money market instruments also include shares of money market funds. Time deposits are\nnon-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’\nacceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.

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\nfactors (a “reference instrument”) and may relate to stocks, bonds, interest rates, credit, currencies, commodities\nor related indices. Derivative instruments can provide an efficient means to gain or reduce exposure to the value of a reference\ninstrument without actually owning or selling the instrument. Some common types of derivatives include options, futures, forwards\nand swaps.

Derivative instruments may be used to modify\nthe effective duration of the Fund’s portfolio investments. Derivative instruments may also be used for “hedging,”\nwhich means that they may be used when the Adviser seeks to protect the Fund’s investments from a decline in value resulting\nfrom changes to interest rates, market prices, currency fluctuations, or other market factors. Derivative instruments may also\nbe used for other purposes, including to seek to increase liquidity, provide efficient portfolio management, broaden investment\nopportunities (including taking short or negative positions), implement a tax or cash management strategy, gain exposure to a particular\nsecurity or segment of the market and/or enhance total return. However derivative instruments are used, their successful use is\nnot assured and will depend upon, among other factors, the Adviser’s ability to gauge relevant market movements.

Derivative instruments may be used for\npurposes of direct hedging. Direct hedging means that the transaction must be intended to reduce a specific risk exposure of a\nportfolio security or its denominated currency and must also be directly related to such security or currency. The Fund’s\nuse of derivative instruments may be limited from time to time by policies adopted by the Board or the Adviser.

Rule 18f-4 regulates the ability of the\nFund to 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\nderivatives, such as swaps, futures, and options. Rule 18f-4 also regulates other types of leveraged transactions, such as reverse\nrepurchase transactions and transactions deemed to be “similar to” reverse repurchase transactions, such as certain\nsecurities lending transactions in connection with which the Fund obtains leverage. Among other things, under Rule 18f-4, the Fund\nis prohibited from entering into these derivatives transactions except in reliance on the provisions of the Derivatives Rule. The\nDerivatives Rule establishes limits on the derivatives transactions that the Fund may enter into based on the value-at-risk (“VaR”)\nof the Fund inclusive of derivatives. The Fund will generally satisfy the limits under the Rule if the VaR of its portfolio (inclusive\nof derivatives transactions) does not exceed 200% of the VaR of its “designated reference portfolio.” The “designated\nreference portfolio” is a representative unleveraged index or the Fund’s own portfolio absent derivatives holdings,\nas determined by the Fund’s derivatives risk manager. This limits test is referred to as the “Relative VaR Test.”\nIf the Fund determines that the Relative VaR Test is not appropriate in light of its strategy, subject to specified conditions,\nthe Fund may instead comply with the “Absolute VaR Test.” The Fund will satisfy the Absolute VaR Test if the VaR of\nits portfolio does not exceed 20% of the value of the Fund’s net assets.

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

Futures contracts. Generally, a\nfutures contract is a standard binding agreement to buy or sell a specified quantity of an underlying reference instrument, such\nas a specific security, currency or commodity, at a specified price at a specified later date. A “sale” of a futures\ncontract means the acquisition of a contractual obligation to deliver the underlying reference instrument called for by the contract\nat a specified price on a specified date. A “purchase” of a futures contract means the acquisition of a contractual\nobligation to acquire the underlying reference instrument called for by the contract at a specified price on a specified date.\nThe purchase or sale of a futures contract will allow the Fund to increase or decrease its exposure to the underlying reference\ninstrument without having to buy the actual instrument.

The underlying reference instruments to\nwhich futures contracts may relate include non-U.S. currencies, interest rates, stock and bond indices, and debt securities, including\nU.S. government debt obligations. In certain types of futures contracts, the underlying reference instrument may be a swap agreement.\nIn most cases the contractual obligation under a futures contract may be offset, or “closed out,” before the settlement\ndate so that the parties do not have to make or take delivery. The closing out of a contractual obligation is usually accomplished\nby buying or selling, as the case may be, an identical, offsetting futures contract. This transaction, which is effected through\na member of an exchange, cancels the obligation to make or take delivery of the underlying instrument or asset. Although some futures\ncontracts by their terms require the actual delivery or acquisition of the underlying instrument or asset, some require cash settlement.

Futures contracts may be bought and sold\non U.S. and non-U.S. exchanges. Futures contracts in the U.S. have been designed by exchanges that have been designated “contract\nmarkets” by the CFTC and must be executed through a futures commission merchant (“FCM”), which is a brokerage\nfirm that is a member of the relevant contract market. Each exchange guarantees performance of the contracts as between the clearing\nmembers of the exchange, thereby reducing the risk of counterparty default. Futures contracts may also be entered into on certain\nexempt markets, including exempt boards of trade and electronic trading facilities, available to certain market participants. Because\nall transactions in the futures market are made, offset or fulfilled by an FCM through a clearinghouse associated with the exchange\non which the contracts are traded, the Fund will incur brokerage fees when they buy or sell futures contracts. To the extent the\nFund invests in futures contracts, the Fund will generally buy and sell futures contracts only on contract markets (including exchanges\nor boards of trade) where there appears to be an active market for the futures contracts, but there is no assurance that an active\nmarket will exist for any particular contract or at any particular time. An active market makes it more likely that futures contracts\nwill be liquid and bought and sold at competitive market prices. In addition, many of the futures contracts available may be relatively\nnew instruments without a significant trading history. As a result, there can be no assurance that an active market will develop\nor continue to exist.

When the\nFund enters into a futures contract, it must deliver to an account controlled by the FCM (that has been selected by the Fund), an amount\nreferred to as “initial margin” that is typically calculated as an amount equal to the volatility in market value of a contract\nover a fixed period. Initial margin requirements are determined by the respective exchanges on which the futures contracts are traded\nand the FCM. Thereafter, a “variation margin” amount may be required to be paid by the Fund or received by the Fund in accordance\nwith margin controls set for such accounts, depending upon changes in the marked-to market value of the futures contract. The account\nis marked-to market daily and the variation margin is monitored by the Adviser and Custodian (defined below) on a daily basis. When the\nfutures contract is closed out, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM\nalong 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.

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

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

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

The Fund may not be able to properly hedge\nor effect its strategy when a liquid market is unavailable for the futures contract the Fund wishes to close, which may at times\noccur. In addition, when futures contracts are used for hedging, there may be an imperfect correlation between movements in the\nprices of the underlying reference instrument on which the futures contract is based and movements in the prices of the assets\nsought to be hedged.

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

The difference (called the “spread”)\nbetween prices in the cash market for the purchase and sale of the underlying reference instrument and the prices in the futures\nmarket is subject to fluctuations and distortions due to differences in the nature of those two markets. First, all participants\nin the futures market are subject to initial deposit and variation margin requirements. Rather than meeting additional variation\nmargin requirements, investors may close futures contracts through offsetting transactions that could distort the normal pricing\nspread between the cash and futures markets. Second, the liquidity of the futures markets depends on participants entering into\noffsetting transactions rather than making or taking delivery of the underlying instrument. To the extent participants decide to\nmake or take delivery, liquidity in the futures market could be reduced, resulting in pricing distortion. Third, from the point\nof view of speculators, the margin deposit requirements that apply in the futures market are less onerous than similar margin requirements\nin the securities market. Therefore, increased participation by speculators in the futures market may cause temporary price distortions.

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

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

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

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

The seller (writer) of an option becomes\ncontractually obligated to take the opposite futures position if the buyer of the option exercises its rights to the futures position\nspecified in the option. In return for the premium paid by the buyer, the seller assumes the risk of taking a possibly adverse\nfutures position. In addition, the seller will be required to post and maintain initial and variation margin with the FCM. One\ngoal of selling (writing) options on futures may be to receive the premium paid by the option buyer. For more general information\nabout the mechanics of purchasing and writing options, see “Options” below.

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

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

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

Purchasing call and put options.\nAs the buyer of a call option, the Fund has a right to buy the underlying reference instrument (e.g., a currency or security) at\nthe exercise price at any time during the option period (for American style options). The Fund may enter into closing sale transactions\nwith respect to call options, exercise them, or permit them to expire. For example, the Fund may buy call options on underlying\nreference instruments that it intends to buy with the goal of limiting the risk of a substantial increase in their market price\nbefore the purchase is effected. Unless the price of the underlying reference instrument changes sufficiently, a call option purchased\nby the Fund may expire without any value to the Fund, in which case the Fund would experience a loss to the extent of the premium\npaid for the option plus related transaction costs.

As the buyer of a put option, the Fund\nhas the right to sell the underlying reference instrument at the exercise price at any time during the option period (for American\nstyle options). Like a call option, the Fund may enter into closing sale transactions with respect to put options, exercise them\nor permit them to expire. The Fund may buy a put option on an underlying reference instrument owned by the Fund (a protective put)\nas a hedging technique in an attempt to protect against an anticipated decline in the market value of the underlying reference\ninstrument. Such hedge protection is provided only during the life of the put option when the Fund, as the buyer of the put option,\nis able to sell the underlying reference instrument at the put exercise price, regardless of any decline in the underlying instrument’s\nmarket price. The Fund may also seek to offset a decline in the value of the underlying reference instrument through appreciation\nin the value of the put option. A put option may also be purchased with the intent of protecting unrealized appreciation of an\ninstrument when the Adviser deems it desirable to continue to hold the instrument because of tax or other considerations. The premium\npaid for the put option and any transaction costs would reduce any short-term capital gain that may be available for distribution\nwhen the instrument is eventually sold. Buying put options at a time when the buyer does not own the underlying reference instrument\nallows the buyer to benefit from a decline in the market price of the underlying reference instrument, which generally increases\nthe value of the put option.

If a put option was not terminated in a\nclosing sale transaction when it has remaining value, and if the market price of the underlying reference instrument remains equal\nto or greater than the exercise price during the life of the put option, the buyer would not make any gain upon exercise of the\noption and would experience a loss to the extent of the premium paid for the option plus related transaction costs. In order for\nthe purchase of a put option to be profitable, the market price of the underlying reference instrument must decline sufficiently\nbelow the exercise price to cover the premium and transaction costs.

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

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

As the writer of a put option, the Fund\nhas a risk of loss should the underlying reference instrument decline in value. If the value of the underlying reference instrument\ndeclines below the exercise price of the put option and the put option is exercised, the Fund, as the writer of the put option,\nwill be required to buy the instrument at the exercise price, which will exceed the market value of the underlying reference instrument\nat that time. The Fund will incur a loss to the extent that the current market value of the underlying reference instrument is\nless than the exercise price of the put option. However, the loss will be offset in part by the premium received from the buyer\nof the put. If a put option written by the Fund expires unexercised, the Fund will realize a gain in the amount of the premium\nreceived.

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

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

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

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

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

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

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

Swaps. Generally, swap agreements\nare contracts between the Fund and another party (the swap counterparty) involving the exchange of payments on specified terms\nover periods ranging from a few days to multiple years. A swap agreement may be negotiated bilaterally and traded OTC between the\ntwo parties (for an uncleared swap) or, in some instances, must be transacted through an FCM and cleared through a clearinghouse\nthat serves as a central counterparty (for a cleared swap). In a basic swap transaction, the Fund agrees with the swap counterparty\nto exchange the returns (or differentials in rates of return) and/or cash flows earned or realized on a particular “notional\namount” or value of predetermined underlying reference instruments. The notional amount is the set dollar or other value\nselected by the parties to use as the basis on which to calculate the obligations that the parties to a swap agreement have agreed\nto exchange. The parties typically do not actually exchange the notional amount. Instead, they agree to exchange the returns that\nwould be earned or realized if the notional amount were invested in given investments or at given interest rates. Examples of returns\nthat may be exchanged in a swap agreement are those of a particular security, a particular fixed or variable interest rate, a particular\nnon-U.S. currency, or a “basket” of securities representing a particular index. Swaps can also be based on credit and\nother events.

Most swaps entered into by the Fund provide\nfor the calculation and settlement of the obligations of the parties to the agreement on a “net basis” with a single\npayment. Consequently, the Fund’s current obligations (or rights) under a swap will generally be equal only to the net amount\nto be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the\n“net amount”). Other swaps may require initial premium (discount) payments as well as periodic payments (receipts)\nrelated to the interest leg of the swap or to the return on the reference entity. The Fund’s current obligations under the\ntypes of swaps that the Fund expects to enter into will be accrued daily (offset against any amounts owed to the Fund by the counterparty\nto the swap) and any accrued but unpaid net amounts owed to a swap counterparty will be collateralized by the Fund posting collateral\nto a tri-party account between the Fund’s custodian, the Fund, and the counterparty. However, typically no payments will\nbe made until the settlement date. Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly,\nif a swap is entered into on a net basis and if the counterparty to a swap agreement defaults, the Fund’s risk of loss consists\nof the net amount of payments that the Fund is contractually entitled to receive, if any.

Comprehensive swaps regulation.\nThe Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and related regulatory\ndevelopments imposed comprehensive regulatory requirements on swaps and swap market participants. The regulatory framework includes:\n(1) registration and regulation of swap dealers and major swap participants; (2) requiring central clearing and execution of standardized\nswaps; (3) imposing margin requirements on swap transactions; (4) regulating and monitoring swap transactions through position\nlimits and large trader reporting requirements; and (5) imposing record keeping and centralized and public reporting requirements,\non an anonymous basis, for most swaps. The CFTC is responsible for the regulation of most swaps. The SEC has jurisdiction over\na small segment of the market referred to as “security-based swaps,” which includes swaps on single securities or credits,\nor narrow-based indices of securities or credits.

Uncleared swaps. In an uncleared\nswap, the swap counterparty is typically a brokerage firm, bank or other financial institution. The Fund customarily enters into\nuncleared swaps based on the standard terms and conditions of an International Swaps and Derivatives Association (“ISDA”)\nMaster Agreement. ISDA is a voluntary industry association of participants in the over-the-counter derivatives markets that has\ndeveloped standardized contracts used by such participants that have agreed to be bound by such standardized contracts. In the\nevent that one party to a swap transaction defaults and the transaction is terminated prior to its scheduled termination date,\none of the parties may be required to make an early termination payment to the other. An early termination payment may be payable\nby either the defaulting or non-defaulting party, depending upon which of them is “in-the-money” with respect to the\nswap at the time of its termination. Early termination payments may be calculated in various ways, but are intended to approximate\nthe amount the “in-the-money” party would have to pay to replace the swap as of the date of its termination.

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

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

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

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

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

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

Generally, a credit event means bankruptcy,\nfailure to timely pay interest or principal, obligation acceleration or default, or repudiation or restructuring of the reference\ndebt obligation. There may be disputes between the buyer or seller of a credit default swap agreement or within the swaps market\nas a whole as to whether or not a credit event has occurred or what the payout should be which could result in litigation. In some\ninstances where there is a dispute in the credit default swap market, a regional Determinations Committee set up by ISDA may make\nan official binding determination regarding the existence of credit events with respect to the reference debt obligation of a credit\ndefault swap agreement or, in the case of a credit default swap on an index, with respect to a component of the index underlying\nthe credit default swap agreement. In the case of a credit default swap on an index, the existence of a credit event is determined\naccording to the index methodology, which may in turn refer to determinations made by ISDA’s Determinations Committees with\nrespect to particular components of the index.

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

For these and other reasons, the buyer\nof protection in a credit default swap agreement is subject to the risk that certain occurrences, such as particular restructuring\nevents affecting the value of the underlying reference debt obligation, or the restructuring of sovereign debt, may not be deemed\ncredit events under the credit default swap agreement. Therefore, if the credit default swap was purchased as a hedge or to take\nadvantage of an anticipated increase in the value of credit protection for the underlying reference obligation, it may not provide\nany hedging benefit or otherwise increase in value as anticipated. Similarly, the seller of protection in a credit default swap\nagreement is subject to the risk that certain occurrences may be deemed to be credit events under the credit default swap agreement,\neven if these occurrences do not adversely impact the value or creditworthiness of the underlying reference debt obligation.

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

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

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

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\npayments to each other so as to replicate the economic consequences that would apply had a purchase or short sale of the underlying\nreference instrument or index thereof taken place. For example, one party agrees to pay the other party the total return earned\nor realized on the notional amount of an underlying equity security and any dividends declared with respect to that equity security.\nIn return the other party makes payments, typically at a floating rate, calculated based on the notional amount.

Options on swap agreements. An option\non a swap agreement generally is an OTC option (see the discussion above on OTC options) that gives the buyer of the option the\nright, but not the obligation, in return for payment of a premium to the seller, to enter into a previously negotiated swap agreement,\nor to extend, terminate or otherwise modify the terms of an existing swap agreement. The writer (seller) of an option on a swap\nagreement receives premium payments from the buyer and, in exchange, becomes obligated to enter into or modify an underlying swap\nagreement upon the exercise of the option by the buyer. When the Fund purchases an option on a swap agreement, it risks losing\nonly the amount of the premium it has paid should it decide to let the option expire unexercised, plus any related transaction\ncosts.

There can be no assurance that a liquid\nsecondary market will exist for any particular option on a swap agreement, or at any particular time, and the Fund may have difficulty\naffecting closing transactions in particular options on swap agreements. Therefore, the Fund may have to exercise the options that\nit purchases in order to realize any profit and take delivery of the underlying swap agreement. The Fund could then incur transaction\ncosts upon the sale or closing out of the underlying swap agreement. In the event that the option on a swap is exercised, the counterparty\nfor such option would be the same counterparty with whom the Fund entered into the underlying swap.

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

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

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

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

Commodity-linked total return swaps.\nA commodity-linked total return swap is an agreement between two parties under which the parties agree to exchange a fixed return\nor interest rate on the notional amount of the swap for the return of a particular commodities index, commodity contract or basket\nof commodity contracts as if such notional amount had been invested in such index, commodity contract or basket of commodity contracts.\nFor example, one party agrees to pay the other party the return on a particular index multiplied by the notional amount of the\nswap. In return, the other party makes periodic payments, such as at a floating interest rate, calculated based on such notional\namount. If the commodity swap is for one period, the Fund may pay a fixed fee, established at the outset of the swap. However,\nif the term of the commodity swap is more than one period, with interim swap payments, the Fund may pay an adjustable or floating\nfee. With a “floating” rate, the fee may be pegged to a base rate, such as the SOFR, and is adjusted each period. Therefore,\nif interest rates increase over the term of the swap contract, the Fund may be required to pay a higher fee at each swap reset\ndate.

Risks of swaps generally. The use\nof swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated\nwith ordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment\ngoal depends on the ability of the Adviser correctly to predict which types of investments are likely to produce greater returns.\nIf the Adviser, in using swap agreements, is incorrect in its forecasts of market values, interest rates, inflation, currency exchange\nrates or other applicable factors, the investment performance of the Fund will be less than its performance would have been if\nit 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\nto receive. If the Fund is obligated to pay the net amount, the Fund’s risk of loss is generally limited to that net amount.\nIf the swap agreement involves the exchange of the entire principal value of a security, the entire principal value of that security\nis subject to the risk that the other party to the swap will default on its contractual delivery obligations. In addition, the\nFund’s risk of loss also includes any margin at risk in the event of default by the counterparty (in an uncleared swap) or\nthe central counterparty or 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,\nsubject to the Fund’s limitation on investments in illiquid securities. If a swap transaction is particularly large or if\nthe relevant market is illiquid, the Fund may not be able to establish or liquidate a position at an advantageous time or price,\nwhich may result in significant losses. Participants in the swap markets are not required to make continuous markets in the swap\ncontracts they trade. Participants could refuse to quote prices for swap contracts or quote prices with an unusually widespread\nbetween the price at which they are prepared to buy and the price at which they are prepared to sell. Some swap agreements entail\ncomplex terms and may require a greater degree of subjectivity in their valuation. However, the swap markets have grown substantially\nin recent years, with a large number of financial institutions acting both as principals and agents, utilizing standardized swap\ndocumentation. As a result, the swap markets have become increasingly liquid. In addition, central clearing and the trading of\ncleared swaps on public facilities are intended to increase liquidity. The Adviser, under the supervision of the Board, is responsible\nfor determining and monitoring the liquidity of the Fund’s swap transactions.

Rules adopted under the Dodd-Frank Act\nrequire centralized reporting of detailed information about many swaps, whether cleared or uncleared. This information is available\nto regulators and also, to a more limited extent and on an anonymous basis, to the public. Reporting of swap data is intended to\nresult in greater market transparency. This may be beneficial to funds that use swaps in their trading strategies. However, public\nreporting imposes additional recordkeeping burdens on these funds, and the safeguards established to protect anonymity are not\nyet tested and may not provide protection of 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\nin the swap markets and/or the laws relating to swap agreements, including potential government regulation, could adversely affect\nthe Fund’s ability to benefit from using swap agreements, or could have adverse tax consequences. For more information about\npotentially changing regulation, see “Developing government regulation of derivatives” below.

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

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

Central clearing is designed to reduce\ncounterparty credit risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse\nas the counterparty to each participant’s swap, but it does not eliminate those risks completely. There is also a risk of\nloss by the Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an\nopen position, or the central counterparty in a swap contract. The assets of the Fund may not be fully protected in the event of\nthe bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all\navailable funds and margin segregated on behalf of an FCM’s customers. If the FCM does not provide accurate reporting, the\nFund is also subject to the risk that the FCM could use the Fund’s assets, which are held in an omnibus account with assets\nbelonging to the FCM’s other customers, to satisfy its own financial obligations or the payment obligations of another customer\nto the central counterparty. Credit risk of cleared swap participants is concentrated in a few clearinghouses, and the consequences\nof insolvency of a clearinghouse are not clear.

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

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

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

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

Repurchase Agreements

The Fund may invest in repurchase agreements\nwith commercial banks, brokers or dealers to generate income from its excess cash balances. A repurchase agreement is an agreement\nunder which the Fund acquires a financial instrument (e.g., a security issued by the U.S. government or an agency thereof, a banker’s\nacceptance or a certificate of deposit) from a seller, subject to resale to the seller at an agreed upon price and date (normally,\nthe next Business Day). A “Business Day” is any day on which the New York Stock Exchange (“NYSE”) is open\nfor regular trading. A repurchase agreement may be considered a loan collateralized by securities. The resale price reflects an\nagreed upon interest rate effective for the period the instrument is held by the Fund and is unrelated to the interest rate on\nthe underlying instrument.

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

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

Reverse Repurchase Agreements

The Fund may enter into reverse repurchase\nagreements, which involve the sale of securities held by the Fund subject to its agreement to repurchase the securities at an agreed-upon\ndate or upon demand and at a price reflecting a market rate of interest. Reverse repurchase agreements are subject to the Fund’s\nlimitation on borrowings and may be entered into only with banks or securities dealers or their affiliates. While a reverse repurchase\nagreement is outstanding, the Fund will maintain the segregation, either on its records or with its custodian bank, of cash or\nother liquid securities, marked-to-market daily, in an amount at least equal to its obligations under the reverse repurchase agreement.

Reverse repurchase agreements involve the\nrisk that the buyer of the securities sold by the Fund might be unable to deliver them when the Fund seeks to repurchase. If the\nbuyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the buyer or trustee or receiver\nmay receive an extension of time to determine whether to enforce the Fund’s obligation to repurchase the securities, and\nthe Fund’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision.

Securities Lending

If approved by the Board, the Fund may\nlend portfolio securities to certain creditworthy borrowers. The borrowers provide collateral that is maintained in an amount at\nleast equal to the current value of the securities loaned. The Fund may terminate a loan at any time and obtain the return of the\nsecurities loaned. The Fund receives the value of any interest or cash or non-cash distributions paid on the securities that it\nlends. Distributions received on loaned securities in lieu of dividend payments (i.e., substitute payments) would not be considered\nqualified 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\ndifference between the amount earned on the reinvestment of cash collateral and the fee paid to the borrower. In the case of collateral\nother than cash, the Fund is compensated by a fee paid by the borrower equal to a percentage of the value of the loaned securities.\nAny cash collateral may be reinvested in certain short-term instruments either directly on behalf of the Fund or through one or\nmore joint accounts or money market funds, which may include those managed by the Adviser.

The Fund may pay a portion of the interest\nor fees earned from securities lending to a borrower as described above, and to one or more securities lending agents approved\nby the Board who administer the lending program for the Fund in accordance with guidelines approved by the Board. In such capacity,\nthe lending agent causes the delivery of loaned securities from the Fund to borrowers, arranges for the return of loaned securities\nto the Fund at the termination of a loan, requests deposit of collateral, monitors the daily value of the loaned securities and\ncollateral, requests that borrowers add to the collateral when required by the loan agreements, and provides recordkeeping and\naccounting services necessary for the operation of the program.

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

Tax Risks

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

Unless your investment in Shares is made\nthrough a tax-deferred retirement account or other tax-advantaged arrangement, such as an individual retirement account, you need\nto be aware of the possible tax consequences when the Fund makes distributions or you sell Shares.

Commodities Regulations

The Fund and its Subsidiary are subject\nto regulation as a commodity pool under the CEA and the Commodity Futures Trading Commission (“CFTC”) rules and regulations.\nThe Adviser serves as the CPO of the Fund and the Subsidiary. The Adviser is registered as a CPO with the CFTC and is a member\nof the National Futures Association (“NFA”). Although the Fund and the Subsidiary are subject to regulation as a commodity\npool, the Fund’s trading in commodity interests will be limited. There is no assurance that the Adviser will remain a registered\nCPO with respect to the Fund or Subsidiary, or that the Fund or Subsidiary will remain a commodity pool to the extent that one\nor more exclusions or exemptions are available under applicable CFTC regulations. The Adviser currently does not rely on an exclusion\nfrom the definition of CPO in CFTC Rule 4.5 with respect to the Fund. The Adviser is subject to dual regulation by the CFTC and\nthe SEC. The CFTC adopted regulations that seek to “harmonize” CFTC regulations with overlapping SEC rules and regulations.\nThe Adviser has availed itself of the CFTC’s substituted compliance option under the harmonization regulations with respect\nto the Fund by filing a notice with the NFA. The Adviser will remain subject to certain CFTC-mandated disclosure, reporting and\nrecordkeeping regulations.

Subsidiary Risk

The Fund may invest up to 25% of its\nassets in a subsidiary that is wholly-owned by the Fund and organized under the laws of the Cayman Islands (the “Subsidiary”).\nThe Subsidiary may invest without limitation in commodity-linked swaps. Further, the Subsidiary may invest in any type of investment\nin which the Fund is permitted to invest, as described in the Prospectus and this SAI. The Fund’s investment in its Subsidiary\nwill not exceed 25% of the value of the Fund’s total assets, as measured at the end of each of the Fund’s fiscal quarters.\nAsset limitations are imposed by Subchapter M of the Code, and are measured at each taxable year and quarter end. The Adviser also\nserves as the investment adviser to the Subsidiary but will not receive separate compensation.

The Subsidiary is not registered under\nthe 1940 Act but will be subject to certain protections of the 1940 Act with respect to the Fund, as described in this SAI. The\nFund’s investments in its Subsidiary will be subject to the investment policies and restrictions of the Fund, including those\nrelated to leverage, collateral and segregation requirements and liquidity. In addition, the valuation and brokerage policies of\nthe Fund will be applied to its Subsidiary. The Fund’s investment in its Subsidiary is not subject to all investor protection\nprovisions of the 1940 Act. However, because the Fund is the sole investor in its Subsidiary, it is not likely that the Subsidiary\nwill take any action that is contrary to the interests of the Fund and its shareholders.

The financial information of the Subsidiary\nwill be consolidated into the Fund’s financial statements, as contained within the Fund’s annual and semi-annual reports\nprovided to shareholders.

Regulatory changes, including changes in\nthe laws of the U.S. or the Cayman Islands, could result in the inability of the Fund and/or its Subsidiary to operate as described\nin the Prospectus and this SAI. Such changes could potentially impact the Fund’s ability to implement its investment strategy\nand could result in decreased investment returns. In addition, in the event changes to the laws of the Cayman Islands require the\nSubsidiary to pay taxes to a governmental authority, the Fund would be likely to suffer decreased returns.

In order to qualify as a RIC under Subchapter\nM of the Code and be eligible to receive “pass-through” tax treatment, the Fund must, among other things, meet certain\nrequirements regarding the source of its income, the diversification of its assets and the distribution of its income. Under the\nsource of income test, at least 90% of a RIC’s gross income each year must be “qualifying income,” which generally\nconsists of dividends, interest, gains on investment assets and certain other categories of investment income (also referred to\nas “good income”). Qualifying income generally does not include income derived from commodity-linked swaps, futures\ncontracts and similar derivative instruments. When a RIC is a “U.S. Shareholder” of certain foreign subsidiaries (“controlled\nforeign corporations” or “CFCs”), the RIC will generally be required to include in gross income certain income\nwhether or not such income is distributed by the CFC. Under final Treasury Regulations issued in 2019, both imputed and actual\ndistributions from a CFC are generally treated as qualifying income under the RIC source of income test. The Fund’s investment\nin the Subsidiary is intended to provide the Fund with exposure to commodity-linked swaps and other derivative instruments within\nthe limitations of the Code such that the Fund continues to qualify as a RIC, but there is a risk that the IRS could assert that\nthe income that the Fund derives from the Subsidiary and/or its swap or futures contracts will not be considered qualifying income\nfor purposes of the source of income test.

The Internal Revenue Service (“IRS”)\nissued many private letter rulings (which the Fund may not use or cite as precedent because only the recipient of a private letter\nruling may rely upon it) between 2006 and 2011 concluding that income a RIC derives from a CFC, such as the Subsidiary, which earns\nincome derived from commodities is qualifying income. Like commodity-linked swaps, futures contracts and similar derivative instruments,\nincome derived from commodities does not qualify as good income for purposes of the source of income test applicable to RICs. The\nFund’s investment in its Subsidiary is intended to provide the Fund with exposure to commodities interests markets within\nthe limitations of the Code such that the Fund continues to qualify as a RIC, but there is a risk that the IRS could assert that\nthe income that the Fund derives from the Subsidiary and/or commodity-linked swaps, futures contracts or similar derivative instruments\nwill not be considered qualifying income for purposes of the source of income test.

In the past, there have been some indications\nthat the aforementioned 2006 to 2011 private letter rulings may no longer represent the IRS’ views. The policies underlying\nthose private letter rulings would have been officially overturned if Treasury Regulations proposed on September 28, 2016 (the\n“Proposed Regulations”) were finalized as proposed. Under the Proposed Regulations, the Subpart F inclusions derived\nfrom the CFC (i.e., deemed annual distributions from the CFC to the RIC), which the 2006 through 2011 private letter rulings\nconcluded was qualifying income for a RIC, would no longer be considered qualifying income. Instead, only actual distributions\nthat the CFC makes to the RIC out of the CFC’s earnings and profits for the applicable taxable year that are attributable\nto the Subpart F inclusion (“Earnings and Profits”) would qualify. As discussed above, in the Final Regulations, the\nProposed Regulations were reversed with respect to this particular issue. Under the Final Regulations, both actual and imputed\ndistributions that the CFC makes to the RIC and Subpart F inclusions are generally treated as qualifying income under the source\nof income test, provided that such income is derived with respect to the RIC’s business of investing in stock, securities\nor currencies. However, the Final Regulations do not specifically address distributions or Subpart F imputations from CFCs that\nderive income from commodity-linked swaps, futures contracts and similar derivative instruments. The Final Regulations do not clarify\nwhether there are any limitations on whether such income is qualifying income under the source of income test. The Final Regulations\nalso do not expressly adopt or apply the aforementioned 2006-2011 private letter rulings to other taxpayers, although those private\nletter rulings are consistent with the Final Regulations and may continue to be valid (as opposed to invalid as they would have\nbeen under the Proposed Regulations).

The federal income tax treatment of the\nFund’s income from its Subsidiary also may be negatively affected by future legislation, Treasury Regulations (proposed or\nfinal), and/or other IRS guidance or authorities that could affect the character, timing of recognition, and/or amount of the Fund’s\ninvestment company taxable income and/or net capital gains and, therefore, the distributions it makes. If the Fund failed the source\nof income test for any taxable year but was eligible to and did cure the failure, it could incur potentially significant additional\nfederal income tax expenses. If, on the other hand, the Fund failed to qualify as a RIC for any taxable year and was ineligible\nto or otherwise did not cure the failure, it would be subject to federal income tax at the fund level on its taxable income at\nthe regular corporate tax rate (without reduction for distributions to shareholders), with the consequence that its income available\nfor distribution to shareholders would be reduced and distributions from its current or accumulated earnings and profits would\ngenerally be taxable to its shareholders as dividend income.

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\nthe approval of the holders of a majority of the Fund’s outstanding voting securities. For the purposes of the 1940 Act,\na “majority of outstanding shares” means the vote of the lesser of: (1) 67% or more of the voting securities of the\nFund present at the meeting if the holders of more than 50% of the Fund’s outstanding voting securities are present or represented\nby proxy; or (2) more than 50% of the outstanding voting securities of the Fund.

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

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

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

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

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

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

Concentrate its investments (i.e., hold more than 25% of its total assets) in any industry\nor group of related industries, except that the Fund will have economic exposure that is concentrated to approximately the same\nextent that its Underlying Security concentrates in a particular industry or group of related industries. For purposes of this\nlimitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized\nby securities of the U.S. government (including its agencies and instrumentalities), registered investment companies and tax-exempt\nsecurities of state or municipal governments and their political subdivisions, are not considered to be issued by members of any\nindustry.

In determining its compliance with the\nfundamental investment restriction on concentration, the Fund will look through to the underlying holdings of any investment company\nthat publicly publishes its underlying holdings on a daily basis. In addition, if an underlying investment company does not publish\nits holdings daily but has a policy to concentrate or has otherwise disclosed that it is concentrated in a particular industry\nor group of related industries, the Fund will consider such investment company as being invested in such industry or group of related\nindustries. Additionally, in determining its compliance with the fundamental investment restriction on concentration, the Fund\nwill look through to the user or use of private activity municipal bonds to determine their industry.

For purposes of applying the limitation\nset forth in the concentration policy set forth above, the Fund may use the Standard Industrial Classification (SIC) Codes, North\nAmerican Industry Classification System (NAICS) Codes, MSCI Global Industry Classification System, FTSE/Dow Jones Industry Classification\nBenchmark (ICB) system, or any other reasonable industry classification system (including systems developed by the Adviser) to\nidentify each industry. The Fund’s method of applying the limitations in the above concentration policy, including the classification\nlevels used, may differ from those of the Trust’s other series.

If a percentage limitation is adhered to\nat the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or\nnet assets will not result in a violation of such restriction, except that the percentage limitations with respect to the borrowing\nof money and illiquid investments will be observed continuously.

EXCHANGE LISTING AND TRADING

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

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

The Trust reserves the right to adjust\nthe price levels of Shares in the future to help maintain convenient trading ranges for investors. Any adjustments would be accomplished\nthrough stock 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\noversees the management and operations of the Trust. Like all registered investment companies, the day-to-day management and operation\nof the Trust is the responsibility of the various service providers to the Trust, such as the Adviser, the Distributor, the Administrator,\nthe Custodian, and the Transfer Agent, each of whom is discussed in greater detail in this Statement of Additional Information.\nThe Board has appointed various senior employees of the Administrator as officers of the Trust, with responsibility to monitor\nand report to the Board on the Trust’s operations. In conducting this oversight, the Board receives regular reports from\nthese officers and the service providers. For example, the Treasurer reports as to financial reporting matters and the President\nreports as to matters relating to the Trust’s operations. In addition, the Adviser provides regular reports on the investment\nstrategy and performance of the Fund. The Board has appointed a Chief Compliance Officer who administers the Trust’s compliance\nprogram and regularly reports to the Board as to compliance matters. These reports are provided as part of formal Board Meetings\nwhich are typically held quarterly, in person, and involve the Board’s review of recent operations. In addition, various\nmembers of the Board also meet with management in less formal settings, between formal Board Meetings, to discuss various topics.\nIn all cases, however, the role of the Board and of any individual Trustee is one of oversight and not of management of the day-to-day\naffairs of the Trust and its oversight role does not make the Board a guarantor of the Trust’s investments, operations or\nactivities.

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

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

The Board recognizes that not all risks\nthat may affect the Fund can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate\ncertain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals,\nand that the processes, procedures, and controls employed to address certain risks may be limited in their effectiveness. Moreover,\nreports received by the Board as to risk management matters are typically summaries of the relevant information. Most of the Fund’s\ninvestment management and business affairs are carried out by or through the Adviser and other service providers, each of which\nhas an independent interest in risk management but whose policies and the methods by which one or more risk management functions\nare carried out may differ from the Fund’s and each other’s in the setting of priorities, the resources available,\nor the effectiveness of relevant controls. As a result of the foregoing and other factors, the Board’s ability to monitor\nand manage risk, as a practical matter, is subject to limitations.

Members of the Board. There are\nfour members of the Board, three of whom are not interested persons of the Trust, as that term is defined in the 1940 Act (the\n“Independent Trustees”). Mr. 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\npercent) of Independent Trustees. The Board has determined its leadership structure is appropriate given the specific characteristics\nand circumstances of the Trust, even though there is no Lead Independent Trustee. The Trust made this determination in consideration\nof, among other things, the fact that the Independent Trustees of the Trust constitute a majority of the Board, the amount of assets\nunder management in the Trust, and the number of funds overseen by the Board. The Board also believes that its leadership structure\nfacilitates the orderly and efficient flow of information to the Independent Trustees from Fund management.

Additional information about each Trustee\nof the Trust is set forth below. The address of each Trustee of the Trust is c/o Tidal Trust V, 234 West Florida Street, Suite\n700, Milwaukee, Wisconsin 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

Name\n and \n Year of \n Birth	Position \n Held \n with the \n Trust	Term\n of \n Office 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 Fund \n Complex⁽²⁾ \n Overseen \n by \n Trustee	Other Directorships\n Held \n by Trustee During \n Past 5 Years
Independent \n Trustees⁽³⁾
John\n Hagist \n Born: 1971	Trustee	Indefinite\n term; since 2026	Partner,\n Northview Park Holdings, LLC (since 2020).	49	N/A
Michelle McDonough \n Born: 1980	Trustee	Indefinite\n term; since 2026	Chief Operating\n Officer, Trillium Asset Management LLC (2010 to 2024).	538	Trillium\n Asset Management, LLC (2020 to 2024); Trustee of Tidal Trust II (since 2022)
David Norris \n Born: 1976	Trustee	Indefinite\n term; since 2026	Consulting\n work with Rubin Brown, CPA services (since 2024); Consulting work with RedRidge Diligence Services (2023 to 2024); Chief Operating\n Officer, RedRidge Diligence Services (2011 to 2023).	538	Trustee\n of Tidal Trust II (since 2022)

\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 the
\n Trust

Term\n of
\n Office 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 Fund
\n Complex⁽²⁾
\n Overseen

by
\n Trustee

Other Directorships\n Held
\n by Trustee During
\n Past 5 Years

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 Operating\n Officer, Tidal Investments LLC (since 2023); Chief Executive Officer, Tidal ETF Services LLC (since 2018).

764

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\n Chairman of Tidal Trust II (since 2022): Trustee and Chairman of Tidal Trust III (since 2025); Trustee and Chairman of Tidal\n Trust IV (since 2025).

⁽¹⁾

The Trustees have designated a mandatory retirement age of 78, such that each Trustee, serving\nas 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\nyear in which his or her 78^thbirthday occurs.

⁽²⁾

The group of Funds sponsored by Tidal and managed by the Adviser or its affiliates, including Tidal\nTrust 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\nas defined under the 1940 Act.

⁽⁴⁾

Mr. Falkeis is considered an “interested person” of the Trust due to his positions\nas Chairman of the Trust and Chief Executive Officer of Tidal ETF Services LLC, a Tidal Financial Group company and an affiliate\nof the Adviser.

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

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

The Board has concluded that Mr. Hagist\nshould serve as a Trustee because of his substantial financial services experience, including his extensive experience with financial,\naccounting, investment, and asset valuation matters through his position as a Principal at Northview Capital and as Chief Financial\nOfficer of Winternitz Industrial Auctioneers & Appraisers. Mr. Hagist has over 25 years of corporate financial experience.\nThe Board believes Mr. Hagist’s experience, qualifications, attributes, or skills on an individual basis and in combination\nwith those of the other Trustees led to the conclusion that he possesses the requisite skills and attributes as a Trustee to carry\nout oversight responsibilities with respect to the Trust.

The Board has concluded that Ms. McDonough\nshould serve as a Trustee because of her substantial financial services experience, including experience with operations, compliance,\nIT, service provider oversight and management. For over a decade, Ms. McDonough served as COO of Trillium Asset Management and\nin that capacity oversaw all non-investment functions for the firm. Ms. McDonough’s experience, qualifications, attributes,\nor skills, on an individual basis and in combination with those of the other Trustees, led to the Board’s conclusion that\nshe possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to the Trust.

The Board has concluded that Mr. Norris\nshould serve as a Trustee because of his substantial experience across a multitude of industries and operated businesses. Mr. Norris’\nbusiness operation experience consists of capital raising, business development, investor relations, strategic planning, treasury\nmanagement, deal execution, restructuring, and oversight of back-office functions. Mr. Norris serves as the Trust’s Audit\nCommittee Financial Expert. Mr. Norris’ experience, qualifications, attributes, or skills, on an individual basis and in\ncombination with those of the other Trustees, led to the Board’s conclusion that he 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. Falkeis\nshould serve as a Trustee because of his substantial investment company experience and his experience with financial, accounting,\ninvestment, and regulatory matters through his former position as Senior Vice President and Chief Financial Officer (and other\npositions) of U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”),\na full service provider to ETFs, mutual funds, and alternative investment products, from 1997 to 2013, as well as a Trustee and\nChairman of Tidal Trust I, from 2018 to present, Trustee and Chairman of Tidal Trust II, from 2022 to present, Trustee and Chairman\nof Tidal Trust III, from 2025 to present, Trustee and Chairman of Tidal Trust IV, from 2025 to present, and Trustee and Chairman\nof Tidal Trust V, from 2025 to present. In addition, he has experience consulting with investment advisors regarding the legal\nstructure of mutual funds, distribution channel analysis, and actual distribution of those funds. Mr. Falkeis also has substantial\nmanagerial, operational, technological, and risk oversight related experience through his former position as Chief Operating Officer\nof the advisers to the Direxion mutual fund and ETF complex. Mr. Falkeis’ experience, qualifications, attributes, or skills\non an individual basis and in combination with those of the other Trustees led to the Board’s conclusion that he possesses\nthe requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to the Trust.

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

Audit Committee. The Board has\na standing Audit Committee that is composed of each of the Independent Trustees of the Trust and is chaired by an Independent Trustee.\nMr. Hagist is chair of the Audit Committee, and he presides at the Audit Committee meetings, participates in formulating agendas\nfor Audit Committee meetings, and coordinates with management to serve as a liaison between the Independent Trustees and management\non matters within the scope of responsibilities of the Audit Committee as set forth in its Board-approved written charter. The\nprincipal responsibilities of the Audit Committee include overseeing the Trust’s accounting and financial reporting policies\nand practices and its internal controls; overseeing the quality, objectivity and integrity of the Trust’s financial statements\nand the independent audits thereof; monitoring the independent auditor’s qualifications, independence, and performance; acting\nas a liaison between the Trust’s independent auditors and the full Board; pre-approving all auditing services to be performed\nfor the Trust; reviewing the compensation and overseeing the work of the independent auditor (including resolution of disagreements\nbetween management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit\nreport or related work; pre-approving all permitted non-audit services (including the fees and terms thereof) to be performed for\nthe Trust; pre-approving all permitted non-audit services to be performed for any investment adviser to the Trust by any of the\nTrust’s independent auditors if the engagement relates directly to the operations and financial reporting of the Trust; meeting\nwith the Trust’s independent auditors as necessary to (1) review the arrangement for and scope of the annual audits and any\nspecial audits, (2) discuss any matters of concern relating to the Fund’s financial statements, (3) consider the independent\nauditors’ comments with respect to the Trust’s financial policies, procedures and internal accounting controls and\nTrust management’s responses thereto, and (4) review the form of opinion the independent auditors propose to render to the\nBoard and the Fund’s shareholders; discussing with management and the independent auditor significant financial reporting\nissues and judgments made in connection with the preparation of the Fund’s financial statements; and reviewing and discussing\nreports from the independent auditors on (1) all critical accounting policies and practices to be used, (2) all alternative treatments\nwithin generally accepted accounting principles for policies and practices related to material items that have been discussed with\nmanagement, (3) other material written communications between the independent auditor and management, including any management\nletter, schedule of unadjusted differences, or management representation letter, and (4) all non-audit services provided to any\nentity in the Trust that were not pre-approved by the Committee; and reviewing disclosures made to the Committee by the Trust’s\nprincipal executive officer and principal accounting officer during their certification process for the Fund’s Form N-CSR.\nAs 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\nQualified Legal Compliance Committee (“QLCC”) for the Trust for the purpose of compliance with Rules 205.2(k) and 205.3(c)\nof the Code of Federal Regulations, regarding alternative reporting procedures for attorneys retained or employed by an issuer\nwho appear and practice before the SEC on behalf of the issuer (the “issuer attorneys”). An issuer attorney who becomes\naware of evidence of a material violation by the Trust, or by any officer, director, employee, or agent of the Trust, may report\nevidence of such material violation to the QLCC as an alternative to the reporting requirements of Rule 205.3(b) (which requires\nreporting to the chief legal officer and potentially escalating further to other entities). As of the date of this SAI, the QLCC\nhas not met with respect to the Trust.

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

Principal Officers of the Trust

The officers of the Trust conduct and supervise\nits daily business. The address of each officer of the Trust is c/o Tidal Trust V, 234 West Florida Street, Suite 700, Milwaukee,\nWisconsin 53204, 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 \n\n

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

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

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

As of the date of this SAI, the Fund had\nnot commenced operations and no Shares were outstanding.

Board Compensation. Each Independent\nTrustee receives $5,000 payable for each regular and special meeting attended and allocated among the funds in the Tidal Trust\nV Fund Complex. The Independent Trustees also receive reimbursement for travel and other out-of-pocket expenses incurred in connection\nwith serving as a Trustee. The Trust has no 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\nare an obligation of the Trust and are paid by the Adviser, as are other Trust expenses. The Trust pays the Adviser a unitary fee\nwhich the Adviser uses to pay Trust expenses. Trustee compensation shown below does not include reimbursed out-of-pocket expenses\nin connection with attendance at 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 \n\n

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

⁽¹⁾

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

PRINCIPAL SHAREHOLDERS, CONTROL PERSONS\nAND MANAGEMENT OWNERSHIP

A principal shareholder is any person who\nowns of record or beneficially 5% or more of the outstanding Shares. A control person is a shareholder that owns beneficially or\nthrough controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control. Shareholders\nowning voting securities in excess of 25% may determine the outcome of any matter affecting and voted on by shareholders of the\nFund.

As of the date of this SAI, the Fund has not yet commenced operations\nand no Shares were outstanding.

CODES OF ETHICS

The Trust and the Adviser have each adopted\ncodes of ethics pursuant to Rule 17j-1 of the 1940 Act. These codes of ethics are designed to prevent affiliated persons of the\nTrust and the Adviser from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to\nbe acquired by the Fund (which may also be held by persons subject to the codes of ethics). Each code of ethics permits personnel\nsubject to that code of ethics to invest in securities for their personal investment accounts, subject to certain limitations,\nincluding limitations related to securities that may be purchased or held by the Fund. The Distributor (as defined below) relies\non the principal underwriters exception under Rule 17j-1(c)(3), specifically where the Distributor is not affiliated with the Trust\nor the Adviser and no officer, director, or general partner of the Distributor serves as an officer, director, or general partner\nof the Trust or the Adviser.

There can be no assurance that the codes\nof ethics will be effective in preventing such activities. Each code of ethics may be found at the SEC’s website at https://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\nbe voted consistent with the Fund’s and its shareholders’ best interests and in compliance with all applicable proxy\nvoting rules and regulations. The Adviser has adopted proxy voting policies and guidelines for this purpose (“Proxy Voting\nPolicies”), which have been adopted by the Trust as the policies and procedures that will be used when voting proxies on\nbehalf of the Fund.

In the absence of a conflict of interest,\nthe Adviser will generally vote “for” routine proposals, such as the election of directors, approval of auditors, and\namendments or revisions to corporate documents to eliminate outdated or unnecessary provisions. Unusual or disputed proposals will\nbe reviewed and voted on a case-by-case basis. The Proxy Voting Policies address, among other things, material conflicts of interest\nthat may arise between the interests of the Fund and the interests of the Adviser. The Proxy Voting Policies will ensure that all\nissues brought to shareholders are analyzed in light of the Adviser’s fiduciary responsibilities.

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

When available, information on how the\nFund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (1)\nwithout charge, upon request, by calling (833) 333-9383, (2) on the Fund’s website at www.defianceetfs.com or (3) on the\nSEC’s website at www.sec.gov.

INVESTMENT ADVISER

Tidal Investments LLC, located at 234 West\nFlorida Street, Suite 700, Milwaukee, Wisconsin 53204, serves as investment adviser to the Fund and has overall responsibility\nfor the general management and administration of the Fund.

Pursuant to the Investment Advisory\nAgreement (the “Advisory Agreement”), the Adviser provides investment advice to the Fund and oversees the day-to-day\noperations of the Fund, subject to the direction and oversight of the Board. The Adviser is responsible for the day-to-day management\nof the Fund’s portfolio, including determining the securities and financial instruments purchased and sold by the Fund. The\nAdviser is responsible for trading portfolio securities and financial instruments for the Fund, including selecting broker-dealers\nto execute purchase and sale transactions. Under the Advisory Agreement, the Adviser is also responsible for arranging transfer\nagency, custody, fund administration and accounting, and other related services necessary for the Fund to operate. The Adviser\nadministers the Fund’s business affairs, provides office facilities and equipment and certain clerical, bookkeeping, and\nadministrative services. Under the Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser\nhas agreed to pay all expenses incurred by the Fund except for the Excluded Expenses, as defined in the Prospectus. For services\nprovided to the Fund, the Fund pays the Adviser a unitary management fee at an annual rate of 1.29%, which is calculated daily\nand paid monthly based on the Fund’s average daily net assets.

The Advisory Agreement with respect to\nthe Fund will continue in force for an initial period of two years. Thereafter, the Advisory Agreement will be renewable from year\nto year with respect to the Fund, so long as its continuance is approved at least annually (1) by the vote, cast in person (or\nin another manner permitted by the 1940 Act or pursuant to exemptive relief therefrom) at a meeting called for that purpose, of\na majority of those Trustees who are not “interested persons” of the Adviser or the Trust; and (2) by the majority\nvote of either the full Board or the vote of a majority of the outstanding Shares. The Advisory Agreement automatically terminates\non assignment and is terminable on 60 days’ written notice either by the Trust or the Adviser.

The Adviser shall not be liable to the\nTrust or any shareholder for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith,\ngross negligence, or reckless disregard of the duties imposed upon it by its agreement with the Trust or for any losses that may\nbe sustained in the purchase, holding, or sale of any security.

The Fund is new and has not paid fees to\nthe Adviser pursuant to the Advisory Agreement as of the date of this SAI.

PORTFOLIO MANAGERS

The Fund is managed by Stephen Foy and\nChristopher P. Mullen, each a Portfolio Manager for the Adviser.

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

Stephen Foy, Portfolio Manager for the\nAdviser

\n\n\n \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\nAssets of \n Accounts \n(in millions)	Total Number of \n Accounts Subject to \n a Performance- \n Based Fee	Total\nAssets of \nAccounts Subject to \na Performance- \nBased Fee \n (in millions)
Registered Investment Companies	65	$2,507	0	$0
Other Pooled\n Investment Vehicles	0	$0	0	$0
Other Accounts	0	$0	0	$0

Christopher P. Mullen, Portfolio Manager\nfor 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 \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\n Assets of \n Accounts Subject to \n a Performance- \n Based Fee \n (in millions)
Registered Investment Companies	97	$6,078	0	$0
Other Pooled Investment Vehicles	0	$0	0	$0
Other Accounts	0	$0	0	$0

Portfolio Manager Fund Ownership.\nThe Fund is required to show the dollar range of each portfolio manager’s “beneficial ownership” of Shares as\nof the end of the most recently completed fiscal year. Dollar amount ranges disclosed are established by the SEC. “Beneficial\nownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. As of the date of this SAI, the Fund has\nnot yet commenced operations and no Shares were owned by the portfolio managers.

Portfolio Manager Compensation.\nEach portfolio manager is compensated by the Adviser with a base salary and discretionary bonus based on the financial performance\nand profitability of the Adviser and not based on the performance of the Fund. To the extent a portfolio manager is an equity owner\nof the Adviser, such portfolio manager may benefit indirectly from the revenue generated by the Fund’s Advisory Agreement\nwith the Adviser.

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

THE DISTRIBUTOR

The Trust and Foreside Fund Services, LLC,\na wholly owned subsidiary of Foreside Financial Group (dba ACA Group) (the “Distributor”), are parties to a distribution\nagreement (“Distribution Agreement”), whereby the Distributor acts as principal underwriter for the Fund and distributes\nShares on a best efforts basis. Shares are continuously offered for sale by the Distributor only in Creation Units. The Distributor\nwill not distribute Shares in amounts less than a Creation Unit and does not maintain a secondary market in Shares. The principal\nbusiness address of the Distributor 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\norders will not be binding on the Trust until accepted by the Trust. The Distributor is a broker-dealer registered under the 1934\nAct and a member of FINRA.

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

The Distribution Agreement will continue\nfor two years from its effective date and is renewable annually thereafter. The continuance of the Distribution Agreement must\nbe specifically approved at least annually (1) by the vote of the Trustees or by a vote of the shareholders of the Fund and (2)\nby the vote of a majority of the Independent Trustees who have no direct or indirect financial interest in the operations of the\nDistribution Agreement or any related agreement, cast in person (or in another manner permitted by the 1940 Act or pursuant to\nexemptive relief therefrom) at a meeting called for the purpose of voting on such approval. The Distribution Agreement is terminable\nwithout penalty by the Trust on 60 days’ written notice when authorized either by majority vote of its outstanding voting\nShares or by a vote of a majority of its Board (including a majority of the Independent Trustees), or by the Distributor on 60\ndays’ written notice, and will automatically terminate in the event of its assignment. The Distribution Agreement provides\nthat, in the absence of willful misfeasance, bad faith, or gross negligence on the part of the Distributor, or reckless disregard\nby it of its obligations thereunder, the Distributor shall not be liable for any action or failure to act in accordance with its\nduties 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.\nThe Adviser or its affiliates, out of their own resources and not out of Fund assets (i.e., without additional cost to the Fund\nor its shareholders), may pay certain broker dealers, banks and other financial intermediaries (“Intermediaries”) for\ncertain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable\nabout exchange traded products, including the Fund, or for other activities, such as marketing and educational training or support.\nThese arrangements are not financed by the Fund and, thus, do not result in increased Fund expenses. They are not reflected in\nthe fees and expenses listed in the fees and expenses sections of the Fund’s Prospectus and they do not change the price\npaid by investors for the purchase of Shares or the amount 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\ncommunications). The Adviser will periodically assess the advisability of continuing to make these payments. Payments to an Intermediary\nmay be significant to the Intermediary, and amounts that Intermediaries pay to your adviser, broker or other investment professional,\nif any, may also be significant to such adviser, broker or investment professional. Because an Intermediary may make decisions\nabout what investment options it will make available or recommend, and what services to provide in connection with various products,\nbased on payments it receives or is eligible to receive, such payments create conflicts of interest between the Intermediary and\nits clients. For example, these financial incentives may cause the Intermediary to recommend the Fund over other investments. The\nsame conflict of interest exists with respect to your financial adviser, broker or investment professional if they receive similar\npayments from their Intermediary firm.

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

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

Distribution (Rule 12b-1) Plan. The\nTrust has adopted a Distribution (Rule 12b-1) Plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under\nthe 1940 Act. No payments pursuant to the Plan are expected to be made during the twelve (12) month period from the date of this\nSAI. Rule 12b-1 fees to be paid by the Fund under the Plan may only be imposed after approval by the Board.

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

The Plan requires that quarterly written\nreports of amounts spent under the Plan and the purposes of such expenditures be furnished to and reviewed by the Trustees. The\nPlan may not be amended to increase materially the amount that may be spent thereunder without approval by a majority of the outstanding\nShares. All material amendments of the Plan will require approval by a majority of the Trustees of the Trust and of the Independent\nTrustees.

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

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

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\nlocated at 234 West Florida Street, Suite 700, Milwaukee, Wisconsin 53204. Pursuant to a Fund Administration Servicing Agreement\nbetween the Trust and the Administrator, the Administrator provides the Trust with, or arranges for, administrative, compliance,\nand management services (other than investment advisory services) to be provided to the Trust and the Board. Pursuant to the Fund\nAdministration Servicing Agreement, officers or employees of the Administrator serve as the Trust’s principal executive officer,\nprincipal financial officer, and chief compliance officer, the Administrator coordinates the payment of Fund-related expenses,\nand the Administrator manages the Trust’s relationships with its various service providers. As compensation for the services\nit provides, the Administrator receives a fee based on the Fund’s average daily net assets, subject to a minimum annual fee.\nThe Administrator also is entitled to certain out-of-pocket expenses for the services mentioned above.

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

FUND ACCOUNTANT AND TRANSFER AGENT

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

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

The Fund is new, and Global Fund Services\nhas not received any fees for services to the Fund as of the date of this SAI.

CUSTODIAN

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

LEGAL COUNSEL

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd., located at\n1835 Market Street, Suite 310, Philadelphia, Pennsylvania 19103, serves as the independent registered public accounting firm for\nthe Fund, providing services which include auditing the annual financial statements for the Fund. Cohen & Co Advisory, LLC\nan affiliate of Cohen & Company, Ltd., provides tax services as requested.

PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND PROCEDURES

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

DESCRIPTION OF SHARES

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

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

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

LIMITATION OF TRUSTEES’ LIABILITY

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

BROKERAGE TRANSACTIONS

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

The Adviser owes a fiduciary duty to its\nclients to seek to provide best execution on trades effected. In selecting a broker/ dealer for each specific transaction, the\nAdviser chooses the broker/dealer deemed most capable of providing the services necessary to obtain the most favorable execution.\n“Best execution” is generally understood to mean the most favorable cost or net proceeds reasonably obtainable under\nthe circumstances. The full range of brokerage services applicable to a particular transaction may be considered when making this\njudgment, which may include, but is not limited to liquidity, price, commission, timing, aggregated trades, capable floor brokers\nor traders, competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications\nand settlement processing, use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, underwriting,\nand provision of information on a particular security or market in which the transaction is to occur. The specific criteria will\nvary depending upon the nature of the transaction, the market in which it is executed, and the extent to which it is possible to\nselect from among multiple broker/ dealers. The Adviser will also use electronic crossing networks (“ECNs”) when appropriate.

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

The Adviser may use the Fund’s assets\nfor, or participate in, third-party soft dollar arrangements, in addition to receiving proprietary research from various full-service\nbrokers, the cost of which is bundled with the cost of the broker’s execution services. The Adviser does not “pay up”\nfor the value of any such proprietary research. Section 28(e) of the 1934 Act permits the Adviser, under certain circumstances,\nto cause the Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another\nbroker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services\nprovided by the broker or dealer. The Adviser may receive a variety of research services and information on many topics, which\nit can use in connection with its management responsibilities with respect to the various accounts over which it exercises investment\ndiscretion or otherwise provides investment advice. The research services may include qualifying order management systems, portfolio\nattribution and monitoring services, and computer software and access charges which are directly related to investment research.

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

The Adviser faces a potential conflict\nof interest when it uses client trades to obtain brokerage or research services. This conflict exists because the Adviser can use\nthe brokerage or research services to manage client accounts without paying cash for such services, which reduces the Adviser’s\nexpenses to the extent that the Adviser would have purchased such products had they not been provided by brokers. Section 28(e)\npermits the Adviser to use brokerage or research services for the benefit of any account it manages. Certain accounts managed by\nthe Adviser may generate soft dollars used to purchase brokerage or research services that ultimately benefit other accounts managed\nby the Adviser, effectively cross subsidizing the other accounts managed by the Adviser that benefit directly from the product.\nThe Adviser may not necessarily use all of the brokerage or research services in connection with managing the Fund whose trades\ngenerated the soft dollars used to purchase such products.

The Adviser is responsible, subject to\noversight by the Board, for placing orders on behalf of the Fund for the purchase or sale of portfolio securities. If purchases\nor sales of portfolio securities of the Fund and one or more other investment companies or clients supervised by the Adviser are\nconsidered at or about the same time, transactions in such securities are allocated among the several investment companies and\nclients in a manner deemed equitable and consistent with its fiduciary obligations to all by the Adviser. In some cases, this procedure\ncould have a detrimental effect on the price or volume of the security so far as the Fund is concerned. However, in other cases,\nit is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial\nto the Fund. The primary consideration is prompt execution 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.\nThe Fund may execute brokerage or other agency transactions through registered broker-dealer affiliates of the Fund or the Adviser\nfor a commission in conformity with the 1940 Act, the 1934 Act and rules promulgated by the SEC. These rules require that commissions\npaid to the affiliate by the Fund for exchange transactions not exceed “usual and customary” brokerage commissions.\nThe rules define “usual and customary” commissions to include amounts which are “reasonable and fair compared\nto the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions\ninvolving similar securities being purchased or sold on a securities exchange during a comparable period of time.” The Trustees,\nincluding those who are not “interested persons” of the Fund, have adopted procedures for evaluating the reasonableness\nof 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\nand did not 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\nother brokerage services to the Adviser.

Securities of “Regular Broker-Dealers.”\nThe Fund is required to identify any securities of its “regular brokers and dealers” (as such term is defined in the\n1940 Act) that it may hold at the close of its most recent fiscal year. “Regular brokers or dealers” of the Fund are\nthe ten brokers or dealers that, during the most recent fiscal year: (1) received the greatest dollar amounts of brokerage commissions\nfrom the Fund’s portfolio transactions; (2) engaged as principal in the largest dollar amounts of portfolio transactions\nof the Fund; or (3) sold the largest dollar amounts of Shares.

The Fund is new and did not own equity\nsecurities of 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,\nthe percentage computed by dividing the lesser of the Fund’s purchases or sales of securities (excluding short-term securities\nand securities transferred in-kind) by the average market value of the Fund. A rate of 100% indicates that the equivalent of all\nof the Fund’s assets have been sold and reinvested in a year. High portfolio turnover may affect the amount, timing and character\nof distributions, and, as a result, may increase the amount of taxes payable by shareholders. Higher portfolio turnover also results\nin higher transaction costs. To the extent that net short-term capital gains are realized by the Fund, any distributions resulting\nfrom such gains are considered ordinary income for federal income tax purposes.

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

BOOK ENTRY ONLY SYSTEM

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

DTC is a limited-purpose trust company\nthat was created to hold securities of its participants (the “DTC Participants”) and to facilitate the clearance and\nsettlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts\nof the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include\nsecurities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or\ntheir representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the NYSE and FINRA.\nAccess to the DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through or\nmaintain a custodial relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).

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

Conveyance of all notices, statements,\nand other communications to Beneficial Owners is effected as follows. DTC will make available to the Trust upon request and for\na fee a listing of Shares held by each DTC Participant. The Trust shall obtain from each such DTC Participant the number of Beneficial\nOwners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant\nwith copies of such notice, statement, or other communication, in such form, number, and at such place as such DTC Participant\nmay reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly\nor indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount\nas reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.

Share distributions shall be made to DTC\nor its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions,\nshall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial\ninterests in the Fund as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and\nBeneficial Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices,\nas is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,”\nand will be the responsibility of such DTC Participants.

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,\nor for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants\nand the Indirect Participants and Beneficial Owners owning through such DTC Participants.

DTC may determine to discontinue providing\nits service with respect to the Fund at any time by giving reasonable notice to the Fund and discharging its responsibilities with\nrespect thereto under applicable law. Under such circumstances, the Fund shall act either to find a replacement for DTC to perform\nits functions at a comparable cost or, if such replacement is unavailable, to issue and deliver printed certificates representing\nownership of Shares, unless 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\nin Creation Units on a continuous basis through the Transfer Agent, without a sales load (but subject to transaction fees, if applicable),\nat their NAV per share next determined after receipt of an order, on any Business Day, in proper form pursuant to the terms of\nthe Authorized Participant Agreement (“Participant Agreement”). The NAV of Shares is calculated each Business Day as\nof the scheduled close of regular trading on the NYSE, generally 4:00 p.m., Eastern Time. The Fund will not issue fractional Creation\nUnits. A “Business Day” is any day on which the NYSE is open for regular trading.

Placement of Creation or Redemption\nOrders. All orders to purchase or redeem Creation Units are to be governed according to the applicable Participant Agreement\nthat each Authorized Participant has executed. In general, all orders to purchase or redeem Creation Units must be received by\nthe transfer agent in the proper form required by the Participant Agreement no later than the closing time of the regular trading\nsession of the NYSE (ordinarily 4:00 p.m. Eastern Time) on each day the NYSE is open for business (the “Closing Time”)\nin order for the purchase or redemption of Creation Units to be effected based on the NAV of shares of a Fund as next determined\non such date after receipt of the order in proper form. At its discretion, a Fund may require an Authorized Participant to submit\nan order to purchase or redeem Creation Units earlier in the day, or the prior Business Day, including in circumstances in which\nan applicable market for a security included in the creation or redemption basket closes earlier than usual, or in such other circumstances\nas the Fund may determine and disclose to Authorized Participants. In general, any Fund Deposit (as defined below) or Additional\nCash Deposit (as also defined below) corresponding to the placement of an order to purchase Creation Units must be transferred\nand delivered to the Custodian by no later than 2 p.m. Eastern Time for a Fund on the contractual settlement date (or such other\ntime as specified by the Trust and disclosed to Authorized Participants) (in each instance, the “Deposit Deadline”).

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

Together, the Deposit Securities or Deposit\nCash, as applicable, and the Cash Component constitute the “Fund Deposit,” which represents the minimum initial and\nsubsequent investment amount for a Creation Unit of the Fund. The “Cash Component” is an amount equal to the difference\nbetween the NAV of Shares (per Creation Unit) and the value of the Deposit Securities or Deposit Cash, as applicable. If the Cash\nComponent is a positive number (i.e., the NAV per Creation Unit exceeds the value of the Deposit Securities or Deposit Cash, as\napplicable), the Cash Component shall be such positive amount. If the Cash Component is a negative number (i.e., the NAV per Creation\nUnit is less than the value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such negative\namount and the creator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component serves the\nfunction of compensating for any differences between the NAV per Creation Unit and the value of the Deposit Securities or Deposit\nCash, as applicable. Computation of the Cash Component excludes any stamp duty or other similar fees and expenses payable upon\ntransfer of beneficial ownership of the Deposit Securities, if applicable, which shall be the sole responsibility of the Authorized\nParticipant (as defined below).

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

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

Cash Purchase. The Trust may at its discretion permit\nfull or partial cash purchases of Creation Units of a Fund. When full or partial cash purchases of Creation Units are available\nor specified for a Fund, they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a full\nor 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\nUnits. To be eligible to place orders with the Transfer Agent to purchase a Creation Unit of the Fund, an entity must be (i)\na “Participating Party” (i.e., a broker-dealer or other participant in the clearing process through the Continuous\nNet Settlement System of the NSCC (the “Clearing Process”)), a clearing agency that is registered with the SEC; or\n(ii) a DTC Participant (see “Book Entry Only System”). In addition, each Participating Party or DTC Participant (each,\nan “Authorized Participant”) must execute a Participant Agreement with respect to purchases and redemptions of Creation\nUnits. Each Authorized Participant will agree, pursuant to the terms of a Participant Agreement, on behalf of itself or any investor\non whose behalf it will act, to certain conditions, including that it will pay to the Trust, an amount of cash sufficient to pay\nthe Cash Component together with the creation transaction fee (described below), if applicable, and any other applicable fees and\ntaxes.

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

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

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

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

The order shall be deemed to be received on the Business Day\non which the order is placed provided that the order is placed in proper form prior to the applicable cut-off time and the federal\nfunds 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\nmay be deemed to be rejected and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom.\nA creation request is in “proper form” if all procedures set forth in the Participant Agreement, order form and this\nSAI are properly followed.

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

Creation Units may be purchased in advance\nof receipt by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the\ninitial deposit will have a value greater than the NAV of the Shares on the date the order is placed in proper form since, in addition\nto available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional\namount of cash equal to a percentage of the value as set forth in the Participant Agreement, of the undelivered Deposit Securities\n(the “Additional Cash Deposit”), which shall be maintained in a separate non-interest bearing collateral account. The\nAuthorized Participant must deposit with the Custodian the Additional Cash Deposit, as applicable, by the Deposit Deadline. If\nthe Fund or its agents do not receive the Additional Cash Deposit in the appropriate amount, by such time, then the order may be\ndeemed rejected and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. An additional\namount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent\nnecessary to maintain the Additional Cash Deposit with the Trust in an amount at least equal to the applicable percentage, as set\nforth in the Participant Agreement, of the daily market value of the missing Deposit Securities. The Participant Agreement will\npermit the Trust to buy the missing Deposit Securities at any time. Authorized Participants will be liable to the Trust for the\ncosts incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the\nactual purchase price of the Deposit Securities exceeds the value of such Deposit Securities on the day the purchase order was\ndeemed received by the Transfer Agent plus the brokerage and related transaction costs associated with such purchases. The Trust\nwill return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received\nby the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee, as described below under\n“Creation Transaction Fee,” may be charged. The delivery of Creation Units so created generally will occur no later\nthan 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\nFund including if (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by\nthe Authorized Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s),\nupon obtaining Shares ordered, would own 80% or more of the currently outstanding Shares of the Fund; (d) the acceptance of the\nFund Deposit would, in the opinion of counsel, be unlawful; (e) the acceptance or receipt of the order for a Creation Unit would,\nin the opinion of counsel to the Trust, be unlawful; or (f) in the event that circumstances outside the control of the Trust, the\nCustodian, the Transfer Agent and/or the Adviser make it for all practical purposes not feasible to process orders for Creation\nUnits.

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

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

Notwithstanding the Trust’s ability\nto reject an order for creation units, the Trust will only do so in a manner consistent with any current or future SEC rulemaking\nor guidance relating thereto; provided that, no such suspension of the issuance of creation units will be done in a manner that\nimpairs the arbitrage mechanism for investors.

Creation Transaction Fee. A fixed\npurchase (i.e., creation) transaction fee, payable to the Custodian, may be imposed for the transfer and other transaction costs\nassociated with the purchase of Creation Units (“Creation Order Costs”). The standard fixed creation transaction fee\nfor the Fund, regardless of the number of Creation Units created in the transaction, can be found in the table below. The Fund\nmay adjust the standard fixed creation transaction fee from time to time. The fixed creation fee may be waived on certain orders\nif the Custodian has determined to waive some or all of the Creation Order Costs associated with the order or another party, such\nas the Adviser, has agreed to pay such fee.

In addition, a variable fee, payable to\nthe Fund, of up to the maximum percentage listed in the table below of the value of the Creation Units subject to the transaction\nmay be imposed for cash purchases, non-standard orders, or partial cash purchases of Creation Units. The variable charge is primarily\ndesigned to cover additional costs (e.g., brokerage, taxes) involved with buying the securities with cash. The Fund may determine\nto not charge a variable fee 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 Daily Target 2X Long HYPE ETF	$300	2.0%

Investors who use the services of a broker\nor other such intermediary may be charged a fee for such services. Investors are responsible for the fixed costs of transferring\nthe Fund Securities (defined below) from the Trust to their account or on their order.

Risks of Purchasing Creation Units.\nThere are certain legal risks unique to investors purchasing Creation Units directly from the Fund. Because Shares may be issued\non an ongoing basis, a “distribution” of Shares could be occurring at any time. Certain activities that a shareholder\nperforms as a dealer could, depending on the circumstances, result in the shareholder being deemed a participant in the distribution\nin a manner that could render the shareholder a statutory underwriter and subject to the prospectus delivery and liability provisions\nof the Securities Act. For example, a shareholder could be deemed a statutory underwriter if it purchases Creation Units from the\nFund, breaks them down into the constituent Shares, and sells those Shares directly to customers, or if a shareholder chooses to\ncouple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary-market demand for\nShares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s activities,\nand the examples mentioned here should not be considered a complete description of all the activities that could cause you to be\ndeemed 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\nShares as part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable\nto take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.

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

With respect to the Fund, the Custodian,\nthrough the NSCC, makes available prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern Time) on each\nBusiness Day, the list of the names and Share quantities of the Fund’s portfolio securities that will be applicable (subject\nto possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (“Fund\nSecurities”). Fund Securities received on redemption may not be identical to Deposit Securities.

Redemption proceeds for a Creation Unit\nare paid either in-kind or in cash, or combination thereof, as determined by the Trust. With respect to in-kind redemptions of\nthe Fund, redemption proceeds for a Creation Unit will consist of Fund Securities—as announced by the Custodian on the Business\nDay of the request for redemption received in proper form plus cash in an amount equal to the difference between the NAV of Shares\nbeing redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the “Cash\nRedemption Amount”), less a fixed redemption transaction fee, as applicable, as set forth below. If the Fund Securities have\na value greater than the NAV of Shares, a compensating cash payment equal to the differential is required to be made by or through\nan Authorized Participant by the redeeming shareholder. Notwithstanding the foregoing, at the Trust’s discretion, an Authorized\nParticipant may receive the corresponding cash value of the securities in lieu of the in-kind securities value representing one\nor more Fund Securities.

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

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

In addition, a variable fee, payable to\nthe Fund, of up to the maximum percentage listed in the table below of the value of the Creation Units subject to the transaction\nmay be imposed for cash redemptions, non-standard orders, or partial cash redemptions (when cash redemptions are available) of\nCreation Units. The variable charge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved with selling\nportfolio securities to satisfy a cash redemption. The Fund may determine to not charge a variable fee on certain orders when the\nAdviser 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 Redemption Transaction Fee	Maximum\n Variable Transaction Fee
Defiance Daily Target 2X Long HYPE ETF	$300	2.0%

Procedures for Redemption of Creation\nUnits. Orders to redeem Creation Units must generally be submitted in proper form to the Transfer Agent prior to the Closing\nTime, subject to the Fund’s right to require an earlier submission as indicated under “Placement of Creation or Redemption\nOrders.” A redemption request is considered to be in “proper form” if (i) an Authorized Participant has transferred\nor caused to be transferred to the Trust’s Transfer Agent the Creation Unit(s) being redeemed through the book-entry system\nof DTC so as to be effective by the time as set forth in the Participant Agreement and (ii) a request in form satisfactory to the\nTrust is received by the Transfer Agent from the Authorized Participant on behalf of itself or another redeeming investor within\nthe time periods specified in the Participant Agreement. If the Transfer Agent does not receive the investor’s Shares through\nDTC’s facilities by the times and pursuant to the other terms and conditions set forth in the Participant Agreement, the\nredemption request shall be rejected.

The Authorized Participant must transmit\nthe request for redemption, in the form required by the Trust, to the Transfer Agent in accordance with procedures set forth in\nthe Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed an Authorized\nParticipant Agreement, and that, therefore, requests to redeem Creation Units may have to be placed by the investor’s broker\nthrough an Authorized Participant who has executed an Authorized Participant Agreement. Investors making a redemption request should\nbe aware that such request must be in the form specified by such Authorized Participant. Investors making a request to redeem Creation\nUnits should allow sufficient time to permit proper submission of the request by an Authorized Participant and transfer of the\nShares to the Trust’s Transfer Agent; such investors should allow for the additional time that may be required to effect\nredemptions through their banks, brokers or other financial intermediaries if such intermediaries are not Authorized Participants.

Additional Redemption Procedures.\nIn connection 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,\nbank, or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to which account\nthe Fund Securities will be delivered. Deliveries of redemption proceeds will generally be made by the next Business Day following\nthe trade date, as discussed above.

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

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

The right of redemption may be suspended\nor the date of payment postponed with respect to the Fund (1) for any period during which the Exchange is closed (other than customary\nweekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any\nperiod during which an emergency exists as a result of which disposal of the Shares or determination of the NAV of the Shares is\nnot reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.

DETERMINATION OF NET ASSET VALUE

NAV per Share for the Fund is computed\nby dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number\nof Shares outstanding, rounded to the nearest cent. Expenses and fees, including the management fees, are accrued daily and taken\ninto account for purposes of determining NAV. The NAV of the Fund is calculated by Global Fund Services and determined at the scheduled\nclose of the regular trading session on the NYSE (ordinarily 4:00 p.m., Eastern Time) on each day that the NYSE is open, provided\nthat fixed-income assets may be valued as of the announced closing time for trading in fixed-income instruments on any day that\nthe Securities Industry and Financial Markets 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\ncase of shares of other funds that are not traded on an exchange, a market valuation means such fund’s published NAV per\nshare. The Fund may use various pricing services, or discontinue the use of any pricing service, as approved by the Board from\ntime to time. A price obtained from a pricing service based on such pricing service’s valuation matrix may be considered\na market valuation. Any assets or liabilities denominated in currencies other than the U.S. dollar are converted into U.S. dollars\nat the current market rates on the date of valuation as quoted by one or more sources.

The Fund values swap agreements based on\nthe nature of the underlying reference asset or index. The Fund may use the closing price of the underlying reference asset, as\nprovided by independent pricing services, or evaluated prices generated by pricing vendors’ models. The Fund values exchange-traded\noptions at the composite mean price, calculated as the average of the highest bid and lowest ask prices across the exchanges on\nwhich the option is 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\nshould be read in conjunction with the section in the Prospectus entitled “Dividends, Distributions, and Taxes.”

General Policies. The Fund intends\nto pay out dividends and interest income, if any, annually, and distribute any net realized capital gains to its shareholders at\nleast annually.

Distributions of net realized capital gains,\nif any, generally are declared and paid once a year, but the Fund may make distributions on a more frequent basis to comply with\nthe distribution requirements of the Code, in all events in a manner consistent with the provisions of the 1940 Act.

The Fund will declare and pay income and\ncapital gains distributions, if any, in cash. Dividends and other distributions on Shares are distributed, as described below,\non a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through DTC Participants and Indirect Participants\nto Beneficial Owners then of record with proceeds received from the Trust.

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

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

FEDERAL INCOME TAXES

The following is only a summary of certain\nU.S. federal income tax considerations generally affecting the Fund and its shareholders that supplements the discussion in the\nProspectus. No attempt is made to present a comprehensive explanation of the federal, state, local or foreign tax treatment of\nthe Fund or its shareholders, and the discussion here and in the Prospectus is not intended to be a substitute for careful tax\nplanning.

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

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

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

Taxation of the Fund. The Fund will\nelect and intends to qualify each year to be treated as a RIC under the Code. As such, the Fund should not be subject to federal\nincome taxes on its net investment income and capital gains, if any, to the extent that it timely distributes such income and capital\ngains to its shareholders. Generally, to be taxed as a RIC, the Fund must distribute in each taxable year at least 90% of its net\ninvestment income for the taxable year, which includes, among other items, dividends, interest, net short-term capital gain and\nnet foreign currency gain, less expenses, as well as 90% of its net tax-exempt interest income, if any (the “Distribution\nRequirement”) and also must meet several additional requirements. Among these requirements are the following: (1) at least\n90% of the Fund’s gross income each taxable year must be derived from dividends, interest, payments with respect to certain\nsecurities 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\nin qualified publicly traded partnerships (the “Qualifying Income Requirement”); and (2) at the end of each quarter\nof the Fund’s taxable year, the Fund’s assets must be diversified so that (a) at least 50% of the value of the Fund’s\ntotal assets is represented by cash and cash items, U.S. government securities, securities of other RICs, and other securities,\nwith such other securities limited, in respect to any one issuer, to an amount not greater in value than 5% of the value of the\nFund’s total assets and to not more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25%\nof the value of its total assets is invested in the securities (other than U.S. government securities or securities of other RICs)\nof any one issuer, the securities (other than securities of other RICs) of two or more issuers which the Fund controls and which\nare engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships\n(the “Diversification Requirement”).

For purposes of the Diversification Requirement,\nexchange-traded options on a single security are, and swap contracts on a single security very likely are, treated as issued by\nthe issuer of the underlying security, and not by the counter party, exchange or clearing house which legally issues the swap contract\nor option. Thus, such swap contracts and options on a single security are treated as issued by a single issuer. Each Fund will\nmonitor its investments so that the value of swap contracts and options on shares of a single issuer does not exceed 25% of the\nFund’s value at the close of any quarter, and that its holdings will not be concentrated to the extent that the Fund fails\nthe 50% test at the close of any quarter.

There is no assurance that the Fund will\nbe able to satisfy the Diversification Requirement. In some cases, identification of the issuer (or issuers) is uncertain under\ncurrent law, and an adverse determination or future guidance by the IRS with respect to issuer identification for a particular\ntype of investment may adversely affect the Fund’s ability to meet the Diversification Test.

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

Although the Fund intends to distribute\nsubstantially all of its net investment income and may distribute its capital gains for any taxable year, the Fund will be subject\nto federal income taxation to the extent any such income or gains are not distributed. The Fund is treated as a separate corporation\nfor federal income tax purposes. The Fund therefore is considered to be a separate entity in determining its treatment under the\nrules for RICs described herein. The requirements (other than certain organizational requirements) for qualifying RIC status are\ndetermined at the Fund level rather than at the Trust level.

If the Fund fails to satisfy the Qualifying\nIncome Requirement or the Diversification Requirement in any taxable year, the Fund may be eligible for relief provisions if the\nfailures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy\nthe applicable requirements. Additionally, relief is provided for certain de minimis failures of the Diversification Requirement\nwhere the Fund corrects the failure within a specified period of time. To be eligible for the relief provisions with respect to\na failure to meet the Diversification Requirement, the Fund may be required to dispose of certain assets. If these relief provisions\nwere not available to the Fund and it were to fail to qualify for treatment as a RIC for a taxable year, all of its taxable income\nwould be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and its distributions\n(including capital gains distributions) generally would be taxable to the shareholders of the Fund as ordinary income dividends,\nsubject to the dividends received deduction for corporate shareholders and the lower tax rates on qualified dividend income received\nby noncorporate shareholders, subject to certain limitations. Given the investment strategies of the Fund, it is unlikely that\nany dividends paid by the Fund will be qualified dividends or be eligible for the corporate dividends paid deduction. To requalify\nfor treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements for\nthat year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC.\nIf the Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay a fund-level\ntax on certain net built in gains recognized with respect to certain of its assets upon disposition of such assets within five\nyears of qualifying as a RIC in a subsequent year. The Board reserves the right not to maintain the qualification of the Fund for\ntreatment as a RIC if it determines such course of action to be beneficial to shareholders. If the Fund determines that it will\nnot 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\nof any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Fund’s\ntaxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat\nany such “qualified late year loss” as if it had been incurred in the succeeding taxable year in characterizing Fund\ndistributions for any calendar year. A “qualified late year loss” generally includes net capital loss, net long-term\ncapital loss, or net short-term capital loss incurred after October 31 of the current taxable year, subject to special rules in\nthe event the Fund makes an election under Section 4982(e)(4) of the Code, (commonly referred to as “post-October losses”),\nand certain other late-year losses.

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

The Fund will be subject to a nondeductible\n4% federal excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year an amount\nat least equal to 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net income for either the one-year\nperiod ending on October 31 of that year, or, if the Fund makes an election under Section 4982(e)(4) of the Code, the Fund’s\nfiscal year, subject to an increase for any shortfall in the prior year’s distribution. The Fund intends to declare and distribute\ndividends and distributions in the amounts and at the times necessary to avoid the application of the excise tax, but can make\nno assurances that all such tax liability will be eliminated.

The Fund intends to distribute substantially\nall of its net investment income and net capital gain to shareholders for each taxable year. If the Fund meets the Distribution\nRequirement but retains some or all of its income or gains, it will be subject to federal income tax at regular corporate rates\nto the extent any such income or gains are not distributed. The Fund may elect to designate certain amounts retained as undistributed\nnet capital gain as deemed distributions in a notice to its shareholders, who (i) will be required to include in income for U.S.\nfederal income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amount so designated, (ii)\nwill be entitled to credit their proportionate shares of the income tax paid by the Fund on that undistributed amount against their\nfederal income tax liabilities and to claim refunds to the extent such credits exceed their tax liabilities, and (iii) will be\nentitled to increase their tax basis, for federal income tax purposes, in their Shares by an amount equal to the excess of the\namount of undistributed net capital gain included in 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\nwithout regard to the deduction for dividends paid), its net tax-exempt income, if any, and any net capital gain (net long-term\ncapital gains in excess of net short-term capital losses, taking into account any capital loss carryforwards). The distribution\nof investment company taxable income (as so computed) and net capital gain will be taxable to Fund shareholders regardless of whether\nthe shareholders receive these distributions in cash or reinvest them in additional Shares.

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

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

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

Shareholders who have not held Shares for\na full year should be aware that the Fund may report and distribute, as ordinary dividends or capital gain dividends, a percentage\nof income that is not equal to the percentage of the Fund’s ordinary income or net capital gain, respectively, actually earned\nduring the applicable shareholder’s period of investment in the Fund. A taxable shareholder may wish to avoid investing in\nthe Fund shortly before a dividend or other distribution, because the distribution will generally be taxable to the shareholder\neven though it may economically represent a return of a portion of the shareholder’s investment.

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

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

Taxation of Shareholders – Sale\nof Shares. A sale or redemption of Shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable\ndisposition of Shares will be treated as long-term capital gain or loss if Shares have been held for more than 12 months. Otherwise,\nthe gain or loss on the taxable disposition of Shares will generally be treated as short-term capital gain or loss. Any loss realized\nupon a taxable disposition of Shares held for six months or less will be treated as long-term capital loss, rather than short-term\ncapital loss, to the extent of any amounts treated as distributions to the shareholder of long-term capital gain with respect to\nsuch Shares (including any amounts credited to the shareholder as undistributed capital gains). All or a portion of any loss realized\nupon a taxable disposition of Shares may be disallowed if substantially identical Shares are acquired (through the reinvestment\nof dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the disposition. In such a\ncase, the basis of the newly acquired Shares will be adjusted to 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\nrequired by the Code. The difference between the selling price and the cost basis of Shares generally determines the amount of\nthe capital gain or loss realized on the sale of Shares. Contact the broker through whom you purchased your Shares to obtain information\nwith respect to the available cost basis reporting methods and elections for your account.

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

Any capital gain or loss realized upon\nthe creation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such\nCreation Units have been held for more than one year. Any capital gain or loss realized upon the redemption of Creation Units will\ngenerally be treated as long-term capital gain or loss if the Shares composing the Creation Units have been held for more than\none year. Otherwise, such capital gains or losses will generally be treated as short-term capital gains or losses. Any loss upon\na redemption of Creation Units held for six months or less may be treated as long-term capital loss to the extent of any amounts\ntreated as distributions to the applicable Authorized Participant of long-term capital gain with respect to the Creation Units\n(including any amounts credited to the Authorized Participant as undistributed capital gains).

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

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

Taxation of Fund Investments. Certain\nof the 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\nby the Fund (e.g., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and\ndefer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions\nalso may require the Fund to mark to market certain types of positions in its portfolio (i.e., treat them as if they were closed\nout) which may cause the Fund to recognize income without the Fund receiving cash with which to make distributions in amounts sufficient\nto enable the Fund to satisfy the RIC distribution requirements for avoiding fund-level income and excise taxes. The Fund intends\nto monitor its transactions, intends to make appropriate tax elections, and intends to make appropriate entries in its books and\nrecords to mitigate the effect of these rules and preserve its qualification for treatment as a RIC. To the extent the Fund invests\nin an underlying fund that is taxable as a RIC, the rules applicable to the tax treatment of complex securities will also apply\nto the underlying funds that also invest in such complex securities and investments. In addition, because the tax rules applicable\nto such instruments may be uncertain under current law, an adverse determination or future IRS guidance with respect to these rules\n(which determination or guidance could be retroactive) may affect whether the Fund has made sufficient distributions and otherwise\nsatisfied the relevant requirements to maintain its qualification as a RIC and avoid a Fund-level tax.

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

Non-U.S. Shareholders. Any non-U.S.\ninvestors in the Fund may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisors prior\nto investing in the Fund. Foreign shareholders (i.e., nonresident alien individuals and foreign corporations, partnerships, trusts\nand estates) are generally subject to a U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived\nfrom taxable ordinary income. The Fund may, under certain circumstances, report all or a portion of a dividend as an “interest-related\ndividend” or a “short-term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding\ntax, provided certain other requirements are met. Short-term capital gain dividends received by a nonresident alien individual\nwho is present in the U.S. for a period or periods aggregating 183 days or more during the taxable year are not exempt from this\n30% withholding tax. Gains realized by foreign shareholders from the sale or other disposition of Shares generally are not subject\nto U.S. taxation, unless the recipient is an individual who is physically present in the U.S. for 183 days or more per year (based\non a formula that factors in presence in the U.S. during the two preceding years as well). Foreign shareholders who fail to provide\nan applicable IRS form may be subject to backup withholding on certain payments from the Fund. Backup withholding will not be applied\nto payments that are subject to the 30% (or lower applicable treaty rate) withholding tax described in this paragraph. Different\ntax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition,\nthe tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described\nabove.

Under the Foreign Account Tax Compliance\nAct (“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 institution’s\ncountry of residence), and (b) certain “non-financial foreign entities” unless such entity certifies to the Fund that\nit does not have any substantial U.S. owners or provides the name, address, and taxpayer identification number of each substantial\nU.S. owner, among other items. This FATCA withholding tax could also affect the Fund’s return on its investments in foreign\nsecurities or affect a shareholder’s return if the shareholder holds its Fund shares through a foreign intermediary. You\nare urged to consult your tax adviser regarding the application of this FATCA withholding tax to your investment in the Fund and\nthe potential certification, compliance, due diligence, reporting, and withholding obligations to which you may become subject\nin order to avoid this withholding tax.

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

Tax-Exempt Shareholders. Certain\ntax-exempt shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k)\nplans, and other tax-exempt entities, generally are exempt from federal income taxation, except with respect to their unrelated\nbusiness taxable income (“UBTI”). Tax-exempt entities are generally not permitted to offset losses from one unrelated\ntrade or business against the income or gain of another unrelated trade or business. Certain net losses incurred prior to January\n1, 2018 are permitted to offset gain and income created by an unrelated trade or business, if otherwise available. Under current\nlaw, the Fund generally serves to block UBTI from being realized by its tax-exempt shareholders with respect to their shares of\nFund income. However, notwithstanding the foregoing, tax-exempt shareholders could realize UBTI by virtue of their investment in\nthe Fund if, for example, Shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholders within\nthe meaning of section 514(b) of the Code. Charitable remainder trusts are subject to special rules and should consult their tax\nadvisers. The IRS has issued guidance with respect to these issues and prospective shareholders, especially charitable remainder\ntrusts, 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\nbe imposed for the failure to comply with the reporting requirements. The fact that a loss is reportable under these regulations\ndoes not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult\ntheir tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Other Issues. In those states which\nhave income tax laws, the tax treatment of the Fund and of Fund shareholders with respect to distributions by the Fund may differ\nfrom federal tax treatment.

FINANCIAL STATEMENTS

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

TIDAL\nTRUST V

PART\nC: OTHER INFORMATION

Item\n28. Exhibits

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

C-1

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

		(4)\n Fourth Amendment to Investment Advisory Agreement to add Defiance Daily Target 2X Long Samsung ETF – to be filed\n by subsequent amendment.
		(5) Fifth Amendment\n to Investment Advisory Agreement to add Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM\n Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF,\n Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly\n Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance\n 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF – to be filed by\n subsequent amendment.
		(6) Sixth Amendment\n to Investment Advisory Agreement to add Defiance Pre-IPO Leaders ETF – to be filed by subsequent amendment.
		(7) Seventh Amendment\n to Investment Advisory Agreement to add Defiance Daily Target 2X Long BWET ETF – to be filed by subsequent amendment.
		(8) Eighth Amendment to\n Investment Advisory Agreement to add Defiance China Quantum 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 Post-Effective Amendment No. 29 on\n 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 on Form N-1A on August 28, 2026 and\n 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 No. 60 on Form N-1A on September 15,\n 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.
		(4) Fourth Amendment\n to the Distribution Agreement (adding Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
		(5) Fifth Amendment\n to Distribution Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly\n Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance\n 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset\n ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X\n SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by\n subsequent amendment.
		(6) Sixth Amendment\n to the Distribution Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(7) Seventh Amendment\n to the Distribution Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment to\n the Distribution Agreement (adding Defiance China Quantum ETF) - to be filed by subsequent amendment.
	(ii)	Distribution Agreement\n between the Trust and Ultimus Fund Distributors, LLC & Northern Lights Distributors, LLC – to be filed by subsequent\n amendment.
	(iii)	Form of Authorized\n Participant Agreement – to be filed by subsequent amendment.

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

(f)		Not applicable.
(g)		Custodian\n Agreement between the Trust and U.S. Bank National Association, previously filed with Pre-Effective Amendment No. 1 on\n Form N-1A on March 27, 2026, 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

		(1)\n First Amendment to the Custodian\n Agreement (adding Defiance Compute ETF, Defiance Korea AI ETF, Defiance Small Modular Reactor ETF and Defiance Global Foundries\n ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein\n 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 on Form N-1A on September 3, 2026 and\n 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 Form N-1A on September 15, 2026 and\n 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 2, 2026 and is incorporated herein\n by reference.
		(5) Fifth Amendment\n to the Custodian Agreement (adding Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
		(6) Sixth Amendment\n to the Custodian Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly\n Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance\n 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset\n ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X\n SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by\n subsequent amendment.
		(7) Seventh Amendment\n to the Custodian Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment\n to the Custodian Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
		(9) Ninth Amendment to\n the Custodian Agreement (adding Defiance China Quantum ETF) - to be filed by subsequent amendment.
(h)	(i)	Fund\n Administration Servicing Agreement between the Trust and Tidal ETF Services LLC, previously filed with Pre-Effective Amendment\n 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 Amendment No. 29 on Form\n 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 Amendment No. 51 on Form N-1A on\n 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 Amendment No. 60 on Form N-1A on\n September 15, 2026 and is incorporated herein by reference.

C-3

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

		(4) Fourth\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 September 30, 2026 and is incorporated\n herein by reference.
		(5)\n Fifth Amendment to the Fund Administration Servicing Agreement (adding Defiance Daily Target 2X Long Samsung ETF) –\n to be filed by subsequent amendment.
		(6) Sixth Amendment\n to the Fund Administration Servicing Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF,\n Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL\n Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance\n 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset\n ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to\n be filed by subsequent amendment.
		(7) Seventh Amendment\n to the Fund Administration Servicing Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent\n amendment.
		(8) Eighth Amendment\n to the Fund Administration Servicing Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent\n amendment.
		(9) Ninth Amendment to\n the Fund Administration Servicing Agreement (adding Defiance China Quantum 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 Korea AI ETF, Defiance Small\n Modular Reactor ETF and Defiance Global Foundries ETF), previously filed with Post-Effective Amendment No. 29 on Form\n 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, Defiance China Semiconductor\n ETF, 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 Amendment No. 53 on Form N-1A on\n 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 September 15, 2026 and is incorporated\n 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 October 2, 2026 and is incorporated herein\n by reference.

\n\n \n \n \n

(5)\n Fifth Amendment to the Fund Accounting Servicing Agreement (adding Defiance Daily Target 2X Long Samsung ETF) – to\n be filed by subsequent amendment.

C-4

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

		(6) Sixth Amendment\n to the Fund Accounting Servicing Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance\n 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset\n ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA\n Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF,\n Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to\n be filed by subsequent amendment.
		(7) Seventh Amendment\n to the Fund Accounting Servicing Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment\n to the Fund Accounting Servicing Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent\n amendment.
		(9) Ninth Amendment to\n the Fund Accounting Servicing Agreement (adding Defiance China Quantum 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, previously\n 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 No. 29 on Form N-1A on August 5,\n 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 on Form N-1A on September 3, 2026 and\n 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) Fourth\n Amendment to the Transfer Agent Agreement (adding 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\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 October 2, 2026 and is incorporated herein\n by reference.
		(5) Fifth Amendment\n to the Transfer Agent Agreement (adding Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
		(6) Sixth Amendment\n to the Transfer Agent Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM\n Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF,\n Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly\n Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance\n 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed\n by subsequent amendment.
		(7) Seventh Amendment\n to the Transfer Agent Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment\n to the Transfer Agent Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
		(9) Ninth Amendment to\n the Transfer Agent Agreement (adding Defiance China Quantum ETF) - to be filed by subsequent amendment.

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

	(iv)	Powers\n of Attorney, previously filed with Post-Effective Amendment No. 12 on Form N-1A on June 8, 2026, is incorporated herein\n by reference.
(i)	(i)	Opinion and Consent\n of Counsel (for Robotaxi ETF) – 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 on October 1, 2026, is incorporated\n herein by reference.

C-5

	(iii)	Opinion\n and Consent of Counsel (for Defiance Compute ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A\n 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 filed with Post-Effective Amendment\n 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 with Post-Effective Amendment No. 30\n 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), previously filed\n 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), previously filed with\n 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 filed with Post-Effective Amendment No.\n 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 filed with Post-Effective Amendment\n 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 Post-Effective Amendment No. 50 on Form\n N-1A on August 28, 2026 and is incorporated herein by reference.
	(xii)	Opinion and Consent\n of Counsel (for Defiance Daily 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 Amendment No. 53 on Form N-1A\n 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\n 13, 2026 and is incorporated herein by reference.
	(xv)	Opinion\n and Consent of Counsel (for Defiance China Memory ETF), previously filed with Post-Effective Amendment No. 51 on Form\n 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) – filed herewith.
	(xvii)	Opinion\n and Consent of Counsel (for Defiance S&P Accelerator ETF), previously filed with Post-Effective Amendment No. 64 on\n 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), previously\n 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 Form N-1A on September 15, 2026 and\n is incorporated herein by reference.
	(xx)	Opinion and Consent\n of Counsel (for Defiance Daily 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 filed with Post-Effective Amendment\n No. 76 on Form N-1A on October 9, 2026 and is incorporated herein by reference.
	(xxii)	Opinion and Consent\n of Counsel (for Defiance Daily Target 2X Long [AGLT] ETF) – to be filed by subsequent amendment.

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

	(xxiii)	Opinion\n and Consent of Counsel (for Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
	(xxiv)	Opinion and Consent\n of Counsel (for Defiance AI Infrastructure Bond ETF) – to be filed by subsequent amendment.
	(xxv)	Opinion and Consent\n of Counsel (for Defiance China Quantum ETF) – to be filed by subsequent amendment.
	(xxvi)	Opinion and Consent\n of Counsel (for Defiance Brazil Sovereign Debt ETF) – to be filed by subsequent amendment.
	(xxvii)	Opinion and Consent\n of Counsel (for Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance\n 2X 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.

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

	(xxviii)	Opinion and Consent\n of Counsel (for Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
	(xxix)	Opinion and Consent\n of Counsel (for Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
(j)		Not Applicable.
(k)		Not applicable.
(l)	(i)	Subscription Agreement\n – to be filed by subsequent amendment.
	(ii)	Letter of Representations\n between the Trust and 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. 70 on Form N-1A on September 30, 2026\n 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 statement on Form N-1A on August 22,\n 2025, is hereby incorporated by reference.
	(ii)	Code\n of Ethics for Tidal Investments LLC, previously filed with the Trust’s registration statement on Form N-1A on August\n 22, 2025, is hereby incorporated by reference.
	(iii)	Code of Ethics for\n Distributor – not applicable per Rule 17j-1(c)(3).

Item\n29. Persons Controlled by or Under Common Control with Registrant

No\nperson is directly or indirectly controlled by or under common control with the Registrant.

Item\n30. Indemnification

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

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

Item\n31. Business and Other Connections of Investment Adviser

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

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

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

C-7

Item\n32. Principal Underwriters

\n\n \n \n

(i)(a)

Foreside\n Fund Services, LLC (the “Distributor“) serves as principal underwriter for the following investment companies\n 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 \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\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\n for Professional Managers
4.	ActivePassive Intermediate Municipal Bond ETF,\n Series of Trust for Professional Managers
5.	ActivePassive International Equity ETF, Series\n of Trust for Professional Managers
6.	ActivePassive U.S. Equity ETF, Series of Trust\n 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\n 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\n Funds Trust
18.	Applied Finance Explorer Fund, Series of World\n Funds Trust
19.	Applied Finance Select Fund, Series of World\n 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\n 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\n 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\n Trust for Professional Managers
45.	Curasset Capital Management Core Bond Fund,\n Series of World Funds Trust
46.	Curasset Capital Management Limited Term Income\n Fund, Series of World Funds Trust
47.	CYBER HORNET S&P 500^®and\n Bitcoin 75/25 Strategy ETF, Series of CYBER HORNET Trust
48.	Davis Fundamental ETF Trust
49.	Defiance Autism Impact ETF, Series of ETF Series\n Solutions
50.	Defiance BMNR Option Income ETF, Series of ETF\n Series Solutions
51.	Defiance Connective Technologies ETF, Series\n of ETF Series Solutions
52.	Defiance Drone and Modern Warfare ETF, Series\n of ETF Series Solutions
53.	Defiance Quantum ETF, Series of ETF Series Solutions
54.	Defiance Retail Kings ETF, Series of ETF Series\n Solutions
55.	Defiance US 100 Tech AI Moat ETF, Series of\n ETF Series Solutions

C-8

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

56.	Defiance US 100 Tech Ex Software ETF, Series\n 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\n Funds Trust
72.	Forum Funds
73.	Forum Funds II
74.	Forum Real Estate Income Fund
75.	GMO ETF Trust
76.	GoldenTree Opportunistic Credit Fund
77.	Gramercy Emerging Markets Debt Fund, Series\n 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,\n Series of Listed Funds Trust
84.	Horizon Kinetics Energy and Remediation ETF,\n Series of Listed Funds Trust
85.	Horizon Kinetics Inflation Beneficiaries ETF,\n Series of Listed Funds Trust
86.	Horizon Kinetics Japan Owner Operator ETF, Series\n of Listed Funds Trust
87.	Horizon Kinetics Medical ETF, Series of Listed\n Funds Trust
88.	Horizon Kinetics SPAC Active ETF, Series of\n Listed Funds Trust
89.	Horizon Kinetics Texas ETF, Series of Listed\n 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\n 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\n Funds Trust
98.	Lone Peak Value Fund, Series of World Funds\n Trust
99.	Mairs & Power Balanced Fund, Series of Trust\n for Professional Managers
100.	Mairs & Power Fund, Series of Trust for\n Professional Managers
101.	Mairs & Power Minnesota Municipal Bond ETF,\n Series of Trust for Professional Managers
102.	Mairs & Power Small Cap Fund, Series of\n Trust for Professional Managers
103.	Manor Investment Funds
104.	Milliman Funds Trust
105.	MoA Funds Corporation
106.	Moerus Worldwide Fund, Series of Northern Lights\n Fund Trust IV
107.	Morgan Stanley ETF Trust
108.	Morgan Stanley Pathway Large Cap Equity ETF,\n Series of Morgan Stanley Pathway Funds
109.	Morgan Stanley Pathway Small-Mid Cap Equity\n 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\n Fund
114.	NXG NextGen Infrastructure Income Fund
115.	OTG Latin American Fund, Series of World Funds\n 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\n \n \n\n \n \n\n \n \n\n \n \n

116.	Overlay Shares Core Bond ETF, Series of Listed\n Funds Trust
117.	Overlay Shares Enhanced Equity Fund, Series\n of Listed Funds Trust
118.	Overlay Shares Foreign Equity ETF, Series of\n Listed Funds Trust
119.	Overlay Shares Hedged Equity Fund, Series of\n Listed Funds Trust
120.	Overlay Shares Hedged Large Cap Equity ETF,\n Series of Listed Funds Trust
121.	Overlay Shares Large Cap Equity ETF, Series\n of Listed Funds Trust
122.	Overlay Shares Municipal Bond ETF, Series of\n Listed Funds Trust
123.	Overlay Shares Short Term Bond ETF, Series of\n Listed Funds Trust
124.	Overlay Shares Small Cap Equity ETF, Series\n of Listed Funds Trust
125.	Palmer Square Funds Trust
126.	Palmer Square Opportunistic Income Fund
127.	Partners Group Private Income Opportunities,\n LLC
128.	Philotimo Focused Growth and Income Fund, Series\n of World Funds Trust
129.	Plan Investment Fund, Inc.
130.	Point Bridge America First ETF, Series of ETF\n Series Solutions
131.	Precidian ETFs Trust
132.	Rareview 2X Bull Cryptocurrency & Precious\n Metals ETF, Series of Collaborative Investment Series Trust
133.	Rareview Dynamic Fixed Income ETF, Series of\n Collaborative Investment Series Trust
134.	Rareview Systematic Equity ETF, Series of Collaborative\n Investment Series Trust
135.	Rareview Tax Advantaged Income ETF, Series of\n Collaborative Investment Series Trust
136.	Rareview Total Return Bond ETF, Series of Collaborative\n 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\n Investment Managers Series Trust
142.	Robinson Tax Advantaged Income Fund, Series\n of Investment Managers Series Trust
143.	Roundhill Ball Metaverse ETF, Series of Listed\n Funds Trust
144.	Roundhill Cannabis ETF, Series of Listed Funds\n Trust
145.	Roundhill ETF Trust
146.	Roundhill Magnificent Seven ETF, Series of Listed\n Funds Trust
147.	Roundhill Sports Betting & iGaming ETF,\n Series of Listed Funds Trust
148.	Roundhill Video Games ETF, Series of Listed\n 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\n 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\n of Listed Funds Trust
158.	STF Tactical Growth ETF, Series of Listed Funds\n Trust
159.	Strategic Trust
160.	Strategy Shares
161.	Swan Hedged Equity US Large Cap ETF, Series\n 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\n Trust
167.	The Private Shares Fund
168.	The SPAC and New Issue ETF, Series of Collaborative\n 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

C-10

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

\n\n \n \n

(i)(b)

The\n following are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main\n 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\n with Underwriter	Position\n \n with \n Registrant

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

\n\n \n \n

(i)(c)

Not\n applicable.

\n\n \n \n

(ii)(a)

Ultimus\n Fund Distributors, LLC & Northern Lights Distributors, LLC (the “Distributor“) serves as principal underwriter\n 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

ABS\n Global Investments - NLD

Absolute Capital\n Mgmt - NLD

Absolute Investment\n Adv - NLD

Absolute Investment\n Adv - UFD

Adler Asset Management,\n LLC - UFD

C-11

AlphaCentric Advisors\n - NLD

Altegris Investments\n - NLD

Anchor Capital Mgmt\n Grp - NLD

Anfield Capital\n Mgmt - NLD

Astor Investment\n Mgmt - NLD

AthenaInvest Advisors\n - NLD

Atlas U.S. Tactical\n Income Fund - NLD

Bain Capital Public\n Equity - NLD

Ballast Asset Mgmt\n - NLD

Beacon Capital -\n NLD

Beacon Pointe -\n UFD

Belmont Capital\n Group - UFD

Biondo Investment\n Adv - NLD

Blueprint Fund Management\n - UFD

Booster Asset Management\n - UFD

Boyar Asset Mgmt\n - NLD

Boyd Watterson Asset\n Mgmt - NLD

Bradley, Foster\n & Sargent, Inc. - UFD

Brighton Jones -\n UFD

Brookstone ETF (FormulaFolio)\n - NLD

Bruce Funds - UFD

BTS Asset Mgmt -\n NLD

Canterbury Investment\n Management - UFD

Cantor Fitzgerald\n Infrastructure - UFD

Cantor Select -\n UFD

Cary Street Partners\n (Fairlead) - NLD

Catalyst Capital\n Advisors - NLD

CAZ Investments\n - UFD

Centerstone Advisors\n - NLD

Ceros Financial\n Services NSCC - UFD

Changing Parameters\n - NLD

Channel Investment\n Partners - UFD

Channing Capital\n Management - UFD

Chesapeake Growth\n Fund - UFD

CIM Capital IC -\n NLD

Clark Capital Mgmt\n Group - NLD

CM Advisors Fixed\n Income Fund - UFD

Commonwealth International\n Series Trust - UFD

Conestoga Capital\n Advisors - UFD

Connors Investor\n Services - UFD

Copeland Capital\n Mgmt - NLD

Counterpoint (ETF)\n - NLD

Counterpoint Mutual\n Funds - NLD

Crawford Investment\n Counsel, Inc. - UFD

Cutler Investment\n Counsel - UFD

Cyber Hornet (OneFund)\n - UFD

Dana Investment\n Advisors - UFD

Davenport &\n Company LLC - UFD

David Lerner Associates,\n Inc. - UFD

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

Dean Capital Management\n - UFD

Dearborn Cap Mgmt\n (Grant Park) - NLD

DGI Investment Trust\n - NLD

Donoghue Forlines\n LLC - NLD

Donoghue Forlines\n LLC (VIT) - NLD

EBS Asset Management\n - UFD

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

Edgemoor Investment\n Advisors - UFD

Efficient Capital\n Management - UFD

Empiric Advisors\n - NLD

C-12

Eventide Asset Mgmt\n - NLD

Evolutionary Tree\n Capital Management - UFD

Fairway Capital\n Management - UFD

Finance Authority\n of Maine (FAME 529) - NLD

First Associated\n Inv Adv (Teberg) - NLD

First Manhattan\n Co - NLD

Fisher Investments\n Institutional Group (FIIG) - UFD

Fisher Tactical\n Multi-Purpose Fund - UFD

Flat Rock Core Income\n Fund - UFD

Flat Rock Enhanced\n Income Fd - UFD

Flat Rock Opportunity\n Fund - UFD

Fort Pitt Capital\n (Kovitz) - UFD

Fulcrum Asset Mgmt\n - NLD

Fuller & Thaler\n Asset Management, Inc - UFD

Future Fund - NLD

Gator Capital Management\n - UFD

GGM Wealth Adv -\n NLD

Grandeur Peak Global\n Adv - NLD

Guardian Capital\n LP - UFD

Hamilton Capital\n - UFD

Hirtle Callahan\n - UFD

Hodges Capital Mgmt\n - NLD

Holbrook Holdings,\n Inc. - NLD

Horizon Capital\n Mgmt (Issachar) - NLD

Howard Capital (ETF)\n - NLD

Howard Capital Mgmt\n - NLD

Hudson Valley Investment\n Advisors - UFD

Hull Tactical (HTAA)\n - NLD

Humankind Investments\n LLC - NLD

Hunter Perkins Capital\n Mgmt - NLD

Hussman Strategic\n Advisors, Inc. - UFD

Hypatia Capital\n - NLD

IC - FDFA Customer\n in UFD

iCapital Markets\n (NSCC) - UFD

Innealta Capital\n - NLD

Invenomic Capital\n Mgmt - NLD

IronHorse Capital\n - NLD

JAG Capital Mgmt\n - NLD

James Investment\n Research - UFD

Johnson Investment\n Counsel - UFD

Kempner Capital\n Management - UFD

Kingsview Wealth\n Mgmt - NLD

KKM Financial (ETF)\n - NLD

Kovitz IGP (Al Frank)\n - NLD

Kovitz IGP (ETF)\n - NLD

Ladenburg Thalmann\n Asset Management NSCC - UFD

Leavell Investment\n Management - UFD

LGM Capital Mgmt\n - NLD

Lind Capital Partners\n - UFD

Long Short Advisors,\n LLC - UFD

Longboard Asset\n Mgmt - NLD

Lowe, Brockenbrough\n & Co. - UFD

Main Mgmt ETF -\n NLD

Main Mgmt Fund -\n NLD

Marshfield Associates\n - UFD

Morton Wealth (M83)\n - UFD

New Age Alpha (VIT)\n - UFD

New Age Alpha Advisors\n - UFD

Nia Impact Capital\n - UFD

Nightview Capital\n - NLD

C-13

North Country Inv\n Adv - NLD

North Star Investment\n Mgmt - NLD

Oak Associates,\n Ltd. - UFD

Oak Harvest Inv\n Svcs - UFD

Ocean Park Asset\n Mgmt (ETF) - NLD

Ocean Park Asset\n Mgmt (Sierra/Wright) - NLD

Oelschlager (Towpath)\n - UFD

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

OneAscent Financial\n Services (ETF) - NLD

Orrell Capital Mgmt\n (OCM) - NLD

Pacific Financial\n (PFG - RiskPro) - NLD

Papp Investment\n Trust - UFD

Pathstone (WOA)\n - NLD

Peachtree Alternative\n Strategies Fund - UFD

PeakShares - NLD

Pekin Singer Strauss\n Asset Management, Inc. - UFD

Persimmon Capital\n Mgmt - NLD

Pinnacle Family\n Advisors - NLD

PlanRock (ETF) -\n NLD

Princeton Fund -\n NLD

Princeton Private\n - NLD

Private College\n 529 Plan (PC529) - NLD

Q3 Asset Management\n - UFD

Q3 Asset Mgmt Corp\n (ETF) - NLD

Quantum Advisors\n Pvt Ltd - UFD

Rational Advisors\n - NLD

Recurrent Inv Adv\n - NLD

Redwood Inv Mgmt\n [Fund] - NLD

Redwood Investment\n Mgmt [ETF] - NLD

Reflection Asset\n Mgmt (Sphere) - UFD

Regan Capital -\n NLD

Regents Park Funds\n - NLD

RESQ Investment\n Partners - NLD

Reynders, McVeigh\n Capital Mgmt - UFD

SB Auer Funds, LLC\n - UFD

Schwartz Investment\n Counsel, Inc. - UFD

Segall Bryant &\n Hamill - UFD

Segall Bryant &\n Hamill (ETF) - NLD

Slow Capital - UFD

SMI Advisory Services,\n LLC - UFD

Standpoint Asset\n Management - UFD

Sterling Capital\n Mgmt - NLD

Sterling Capital\n Mgmt (CST) - NLD

Stonebridge Cap\n Adv - NLD

Summitry, LLC -\n UFD

Swan Capital Mgmt\n - NLD

Swan Capital Mgmt\n (ETF) - NLD

Texas Capital Bank\n PWA (ETF) - NLD

Texas Capital Bank\n PWA (MF) - NLD

The Investment House\n LLC - UFD

Toews Corporation\n - NLD

Toews Corporation\n (ETF) - NLD

Tributary Capital\n Mgmt - NLD

Tuttle Capital (Cramer)\n - NLD

USA Mutuals Advisors,\n Inc - NLD

VELA Investment\n Management - UFD

Volumetric Advisers\n Inc - UFD

Wavelength Capital\n Management - UFD

Waycross Partners,\n LLC - UFD

Wellesley Inv Adv\n (Miller) - NLD

C-14

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

WesBanco Inv Dept\n (WesMark) - UFD

Westwood Management\n - UFD

Westwood Mgmt (ETF)

XDUS Fund Advisor

Yorktown Management\n & Research

Zacks Inv Mgmt (ETF)

Zacks Inv Mgmt (MF)

(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,\n 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\n33. Location of Accounts and Records

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

\n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\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 \n 234 West Florida Street, Suite 700 \n Milwaukee, Wisconsin 53204

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

Registrant’s Custodian		U.S. Bank National Association \n 1555 N. Rivercenter Dr. \n Milwaukee, Wisconsin 53212

Registrant’s Principal Underwriters		Foreside Fund Services, LLC \n 190 Middle Street, Suite 301 \n Portland, Maine 04101

		Ultimus Fund Distributors, LLC & \n Northern Lights Distributors, LLC \n 225 Pictoria Drive, Suite 450 \n Cincinnati, Ohio 45246

Registrant’s Investment Adviser		Tidal Investments LLC \n 234 West Florida Street, Suite 700 \n Milwaukee, Wisconsin 53204

Item\n34. Management Services

Not\napplicable.

Item\n35. Undertakings

Not\napplicable.

C-15

SIGNATURES

Pursuant\nto the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant\ncertifies that it meets all requirements for effectiveness of this Post-Effective Amendment\nNo. 80 to its Registration Statement on Form N-1A under Rule 485(b) under the Securities Act and has duly caused this Post-Effective\nAmendment No. 80 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in\nthe City of Milwaukee, State of Wisconsin, on October 15, 2026.

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

	Tidal Trust V

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

Pursuant\nto the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following\npersons in the capacities indicated on October 15, 2026.

Signature		Title

/s/\n Eric W. Falkeis		Trustee
Eric W. Falkeis

/s/\n John Hagist*		Trustee
John Hagist

/s/\n Michelle McDonough*		Trustee
Michelle McDonough

/s/\n David Norris*		Trustee
David Norris

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

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

C-16

Exhibit\nIndex

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

Exhibit No.	Description
(i)(xvi)	Opinion and Consent of Counsel

C-17

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