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AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION\nON OCTOBER 2, 2026

1933 Act Registration File No.: \n333-289817

1940 Act File No.: 811-24116

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	☒
Pre-Effective Amendment No. ___	☐
Post-Effective Amendment No. 74	☒
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	☒
Amendment No. 76	☒

TIDAL TRUST V

(Exact Name of Registrant as Specified in Charter)

Tidal ETF Services LLC

234 West Florida Street, Suite 700

Milwaukee, WI 53204

(Address of Principal Executive Offices, Zip Code)

(Registrant’s Telephone Number, including\nArea Code) (855) 843-2534

The Corporation Trust Company

1209 Orange Street

Corporation Trust Center

Wilmington, DE 19801

(Name and Address of Agent for Service)

Copies to:

\n \n \n \n

Eric W. Falkeis

Tidal ETF Services LLC

234 West Florida Street, Suite 700

Milwaukee, WI 53204

John M. Ford

Troutman Pepper Locke LLP

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103

It is proposed that this filing will become effective (check appropriate\nbox):

\n \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 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 485.

Explanatory Note:\nThis Post-Effective Amendment No. 74 to the Registration Statement of Tidal Trust V (the “Trust”) is being filed to\nrespond to Staff comments with respect to the registration of the Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance\nTaiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, and Defiance Latin America Top 10 ETF,\nas six new series of the Trust, and to make other permissible changes under Rule 485(b).

$\"\"$

Defiance Europe AI Leaders ETF (EUAI)

Defiance Japan AI Leaders ETF (JPAI)

Defiance Taiwan AI Leaders ETF (TWAI)

Defiance Korea Robotics Top 10 ETF (KRBT)

Each, listed on The Nasdaq Stock Market,\nLLC

Defiance Global Robotics Top 10 ETF (ROB)

Defiance Latin America Top 10 ETF (LTEN)

Each, listed on Cboe BZX Exchange, Inc.

PROSPECTUS

October 2, 2026

The U.S. Securities and Exchange Commission\n(the “SEC”) has not approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus.\nAny representation to the contrary is a criminal offense.

TABLE OF CONTENTS

Summary Information	1

Defiance Europe AI Leaders ETF – Fund Summary	1

Defiance Japan AI Leaders ETF – Fund Summary	10

Defiance Taiwan AI Leaders ETF – Fund Summary	19

Defiance Korea Robotics Top 10 ETF – Fund Summary	28

Defiance Global Robotics Top 10 ETF – Fund Summary	37

Defiance Latin America Top 10 ETF – Fund Summary	46

Additional Information About the Funds	54

Portfolio Holdings	63

Management	63

How to Buy and Sell Shares	65

Dividends, Distributions, and Taxes	66

Distribution	69

Premium/Discount Information	69

Additional Notices	69

Financial Highlights	70

SUMMARY INFORMATION

DEFIANCE EUROPE AI LEADERS ETF – FUND SUMMARY

Investment Objective

Defiance Europe AI Leaders ETF (the “Fund”)\nseeks to track the performance, before fees and expenses, of the BITA Europe AI Leaders Index (the “Index”).

Fees and Expenses of the Fund

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

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee			0.69	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾			0.02	%
Total Annual Fund Operating Expenses⁽³⁾		0.71	%

⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (“Tidal” or the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund excluding advisory fees, sub-advisory fees (if applicable), interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

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

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

1 Year	3 Years

$73	$227

Portfolio Turnover

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

Principal Investment Strategies

Overview

The Fund uses a “passive\nmanagement” (or indexing) approach to seek to track the performance, before fees and expenses, of the Index. The Index is constructed\nusing a rules-based methodology that identifies publicly listed European companies that operate across the artificial intelligence (“AI”)\nvalue chain, as classified by BITA GmbH (the “Index Provider”).

Index Overview

The Index is rules-based.

The Index is designed to track the performance\nof publicly listed European companies operating across the following areas of the AI value chain: AI Hardware Infrastructure, AI Software\nand Services, AI Applications, and AI Capital Infrastructure. For purposes of determining eligibility, the Index defines a publicly listed\nEuropean company as one whose equity securities are listed on one of the exchanges listed under the prospectus section titled “Additional\nInformation About the Funds.”

To be eligible for inclusion, a company must\nderive significant business exposure from the AI value chain as discussed under the Thematic Exposure Requirement below. AI\nvalue chain areas include:

\n \n \n \n \n

●

AI Hardware Infrastructure: Companies that design, develop, and manufacture the hardware underlying artificial intelligence, including AI compute processors, networking technologies, memory, and storage systems used to support AI training and inference.

\n \n \n \n \n

●

AI Software and Services: Companies that develop the software, platforms, and services that enable the creation, deployment, and operation of AI systems, including foundational models, data platforms, and machine learning operations (MLOps) and application platforms.

\n \n \n \n \n

●

AI Applications: Companies that develop AI-enabled applications and autonomous systems, including generative AI, agentic AI, and physical AI solutions, as well as companies that have strategically integrated AI into their core products, services, or operations.

●

AI Capital Infrastructure: Companies that provide the physical infrastructure and industrial technologies\nsupporting AI, including AI data centers, power infrastructure, semiconductor fabrication equipment, and the extraction and processing\nof critical minerals used in AI hardware.

The Index provider then applies the following\nscreens and filters:

●

Thematic Exposure Requirement: Each constituent must (i) derive at least 50% of its total revenue from one or more products, services, or activities related to the applicable\nAI value chain; or (ii) derive at least 25% of its total revenue from one or more such products, services, or activities and rank among\nthe top five positions in the Initial Universe by total nominal revenue derived from such products, services, or activities.

●

Market Capitalization: Securities with a market capitalization below $100 million are excluded.\n

●

Security Considerations: Only ordinary shares are eligible for inclusion.

\n\n

●

Average Daily Traded Value: Securities with a three-month\naverage daily traded value of less than USD 100,000 are excluded.

●

Free-Float Percentage Requirement: Securities with a free-float percentage below\n10% are excluded. For these purposes, free-float percentage is defined as the percentage of a company's total shares outstanding that are freely available\nfor trading by the general investing public.

The Index targets a maximum of twenty constituents.\nEligible companies are ranked based on their thematic exposure, defined as the percentage of total revenue derived from the AI value chain\nareas described above. The twenty companies with the highest thematic exposure are selected for inclusion in the Index. If two or more\ncompanies are tied, the company with the higher three-month average daily traded value is selected. If a company has more than one share\nclass that qualifies for membership in the Index on a stand-alone basis, only the share class with the highest three-month average daily\ntraded value is eligible for inclusion. Index constituents are equally weighted.

The Index\nis reconstituted and rebalanced quarterly in March, June, September, and December. Extraordinary adjustments to the Index are allowed\nto add recent initial public offerings (“IPOs”) with more than 50% thematic exposure to any AI value chain area discussed\nabove that, on their first trading day, rank among the ten largest eligible companies by market capitalization.

To the extent the Index is concentrated\nin a particular industry, the Fund is expected to be concentrated in that industry. It is expected that the Index will be concentrated\nin the technology hardware industry or group of industries.

The Fund’s Investment Strategy

Under normal circumstances, the Fund will invest\nat least 80% of the Fund’s net assets (plus borrowings for investment purposes) in investments that provide exposure to the component\nsecurities of the Index. For purposes of this policy, investments providing exposure to Index component securities include: (i) the component\nsecurities themselves; (ii) depositary receipts representing such securities; and (iii) derivative instruments (e.g., options and total\nreturn swaps) that provide economic exposure to one or more Index component securities or to the Index. For purposes of the Fund’s\n80% policy, derivative instruments are valued at their notional value.

The Fund seeks to track the performance of the\nIndex by investing in, or obtaining economic exposure to, the securities included in the Index. The Fund generally uses a “replication”\nstrategy, meaning it will invest directly or indirectly in all, or substantially all, of the component securities of the Index. The Fund\nmay also use a “representative sampling” strategy, under which it invests in a sample of securities that collectively are\nexpected to have investment characteristics similar to those of the Index when the Adviser believes doing so is in the best interests\nof the Fund.

The Fund may obtain exposure to the Index synthetically\nthrough derivatives, including total return swaps and listed options referencing the Index or one or more Index component securities.\nThe Fund may use short-dated, in-the-money call options and other option strategies designed to provide investment exposure similar to\ndirect ownership of underlying securities.

The Fund also may invest in securities, options\ncontracts, swaps, American Depository Receipts (“ADRs”), or other investments not included in the Index when the Adviser believes\nsuch investments will help the Fund track the Index, enhance performance, manage risk, or otherwise benefit the Fund. These investments\nmay include securities of companies that are economically connected to AI value chain activities, as well as investments made in connection\nwith corporate actions, Index reconstitutions, liquidity management, or other portfolio management purposes.

The Fund may invest in equity securities and equity-related\ninterests, whether publicly traded or privately issued, including common stocks and other equity interests. The Fund may invest up to\n15% of its net assets in privately issued securities. The Fund may also invest in cash and cash equivalents, money market funds, and short-term\ninstruments.

The Fund is classified as “non-diversified,”\nwhich means the Fund may invest a larger percentage of its assets in the securities of a smaller number of issuers than a diversified\nfund.

Principal Investment Risks

The principal\nrisks of investing in the Fund are summarized below. As with any investment, there is a risk that you could lose all or a portion of\nyour investment in the Fund. Some or all of these risks may adversely affect the Fund’s net asset value (“NAV”) per\nShare, trading price, yield, total return, and/or ability to meet its investment objective. For more information about the risks of investing\nin the Fund, see the section in the Fund’s Prospectus titled “Additional Information About the Funds—Principal Risks\nof Investing in the Funds.”

An investment in the Fund entails risk. The Fund\nmay not achieve its investment objective and there is a risk that you could lose all of your money invested in the Fund. The Fund is not\na complete investment program. It is important that investors closely review all of the risks listed below and understand them before\nmaking an investment in the Fund.

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

Artificial Intelligence Risk. Issuers engaged\nin artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely,\nif they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may\nbecome obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss\nor impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on\ntheir profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to\nthe issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial\nintelligence company.

European Investment Risk. Investments\nin European issuers will subject the Fund to legal, regulatory, political, currency, security, and economic risks that are specific to\nEurope. In addition, economic and political developments of European nations, including the ongoing war in Ukraine and any outbreak of\nhostilities involving Russia, or even the threat of an outbreak of hostilities, with a European country may have a severe adverse effect\non the European economy.

Equity Market Risk. Common stocks,\nsuch as those held by the Fund, are generally exposed to greater risk than other types of securities, such as preferred stock and\ndebt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. The equity\nsecurities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in\nvalue. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries,\nor sectors in which the Fund invests.

Focused Portfolio Risk. The Fund will\nhold a relatively focused portfolio that may contain exposure to the securities of fewer issuers than the portfolios of other ETFs. Holding\na relatively focused portfolio may increase the risk that the value of the Fund could go down because of the poor performance of one\nor a few investments.

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

Data Risk. The composition of the\nIndex is heavily dependent on information and data supplied by third parties (“Data”). When Data proves to be incorrect or\nincomplete, any decisions made in reliance thereon may lead to the inclusion or exclusion of securities from the Index universe that would\nhave been excluded or included had the Data been correct and complete. If the composition of the Index reflects such errors, the Fund’s\nportfolio can be expected to also reflect the errors.

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

Tracking Error Risk. While the Fund\ngenerally seeks to track the performance, before fees and expenses, of the Index, the performance of the Fund and its Index may differ\nfrom each other for a variety of reasons. For example, the Fund incurs operating expenses and portfolio transaction costs not incurred\nby the Index. In addition, the Fund may not be fully invested in the securities of the Index at all times or may hold securities not included\nin the Index.

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

Management Risk. The risk that\nthe investment techniques and risk analyses applied by the investment adviser will not produce the desired results and that legislative,\nregulatory, or tax developments may affect the investment techniques available to the investment adviser and the individual portfolio\nmanager in connection with managing the Fund. There is no guarantee that the investment objective of the Fund will be achieved.

Derivatives Risk. Derivatives are financial\ninstruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest\nrates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly\ninvesting in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments\nor the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and\nlegal restrictions. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from\nthose associated with ordinary portfolio securities transactions. The use of derivatives may result in larger losses or smaller gains\nthan directly investing in securities. When the Fund uses derivatives, there may be an imperfect correlation between the value of the\nunderlying reference asset and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives\noften require only a limited initial investment, the use of derivatives may expose the Fund to losses in excess of those amounts initially\ninvested.

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

\n \n \n

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

\n \n \n

Swap Agreements. The use of\n swap transactions is a highly specialized activity that involves investment techniques and risks different from those associated with\n ordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal\n depends on the ability of the Adviser to structure such swap agreements in accordance with the Fund’s investment objective and to\n identify appropriate counterparties. If the Adviser is unable to enter into swap agreements that provide the desired synthetic exposure\n to the underlying security, the Fund may not meet its stated investment objective. Additionally, any financing, transaction, or other\n costs associated with using swap transactions may have the effect of lowering the Fund’s return.

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

If the underlying security experiences\na significant price movement that causes a material change in the Fund’s net assets, the terms of a swap agreement between the Fund\nand its counterparty may permit the counterparty to close out the swap transaction with the Fund. In that event, the Fund may be unable\nto enter into another swap agreement or invest in other derivatives to maintain exposure consistent with its investment objective. This\nmay temporarily reduce the Fund’s ability to maintain its intended level of synthetic exposure until replacement transactions can\nbe established.

Certain of the swap agreements entered\ninto by the Fund may be unfunded total return swaps, pursuant to which the Fund does not make an initial investment of the full notional\namount of the swap. As a result, the Fund is exposed to the risk that its counterparty will be unable to meet its obligations under the\nswap agreement, and the Fund’s exposure to a counterparty generally equals the net amount owed to the Fund based on the daily change\nin value of the reference asset. In the event of a counterparty default or insolvency, the Fund may incur losses in excess of the collateral,\nif any, posted by the counterparty, and the timing and amount of any recovery may be uncertain. In addition, the use of unfunded swap\nagreements may create economic leverage for the Fund, which may magnify gains and losses and increase the volatility of the Fund’s\nreturns.

Equity Total Return Swaps. A total\nreturn swap (also sometimes referred to as a synthetic equity swap or “contract for difference” when written with respect\nto an equity security or basket of equity securities) is an agreement between two parties under which the parties agree to make payments\nto each other so as to replicate the economic consequences that would apply had a purchase or short sale of the underlying reference instrument\nor index thereof taken place. For example, one party agrees to pay the other party the total return earned or realized on the notional\namount of an underlying equity security and any dividends declared with respect to that equity security. In return the other party makes\npayments, typically at a floating rate, calculated based on the notional amount.

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

ETF Risks

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

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

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

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

Trading. Although Shares\nare listed on a national securities exchange, such as Nasdaq Stock Market, LLC (the “Exchange”), and may be traded on U.S.\nexchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange.\nIn stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings,\nwhich can be significantly less liquid than Shares. This adverse effect on liquidity for the Fund’s shares may lead to wider bid-ask\nspreads and differences between the market price of the Fund’s shares and the underlying value of the shares.

Liquidity Risk. In certain\ncircumstances, such as the disruption of the orderly markets for the financial instruments in which the Fund invests, the Fund might\nnot be able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of the\nAdviser. Markets for the financial instruments in which the Fund invests may be disrupted by a number of events, including but not\nlimited to economic crises, health crises, natural disasters, excessive volatility, new legislation, or regulatory changes inside or\noutside of the U.S. These situations may have an impact on the liquidity of the Fund’s own shares.

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

Liquidity Risk. Some securities held\nby the Fund may be difficult to sell or be illiquid, particularly during times of market turmoil. Markets for securities or financial\ninstruments could be disrupted by a number of events, including, but not limited to, an economic crisis, natural disasters, epidemics/pandemics,\nnew legislation or regulatory changes inside or outside the United States. Illiquid securities may be difficult to value, especially in\nchanging or volatile markets. If the Fund is forced to sell an illiquid security at an unfavorable time or price, the Fund may be adversely\nimpacted. There is no assurance that a security that is deemed liquid when purchased will continue to be liquid. Market illiquidity may\ncause losses for the Fund.

Market Capitalization Risk.

○          Large-Capitalization\nInvesting. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject\nto slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive\nchallenges, such as changes in technology and consumer tastes.

○          Mid-Capitalization\nInvesting. The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic\ndevelopments than securities of large-capitalization companies. The securities of mid-capitalization companies generally trade in lower\nvolumes and are subject to greater and more unpredictable price changes than large-capitalization stocks or the stock market as a whole.\n

○          Small-Capitalization\nInvesting. The securities of small-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic\ndevelopments than securities of large- or mid-capitalization companies. The securities of small-capitalization companies generally trade\nin lower volumes and are subject to greater and more unpredictable price changes than large- or mid-capitalization stocks or the stock\nmarket as a whole. There is typically less publicly available information concerning smaller-capitalization companies than for larger,\nmore established companies.

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

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

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

Operational Risk. The Fund is subject\nto risks arising from various operational factors, including, but not limited to, human error, processing and communication errors,\nerrors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology\nor systems failures. The Fund relies on third-parties for a range of services, including custody. Any delay or failure relating to\nengaging or maintaining such service providers may affect the Fund’s ability to meet its investment objective. Although the\nFund and Adviser seek to reduce these operational risks through controls and procedures, there is no way to completely protect\nagainst such risks.

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

Privately Placed Securities Risk. The\nFund may invest in non-exchange traded, privately placed securities, including privately placed securities issued by special purpose\nvehicles, which are subject to liquidity and valuation risks. These risks may make it difficult for those securities to be traded or\nvalued, especially in the event of adverse economic and liquidity conditions or adverse changes in the issuer’s financial condition.\nThe market for certain non-exchange traded securities may be limited to institutional investors, subjecting such investments to further\nliquidity risk if a market were to limit institutional trading. There may also be less information available regarding such non-exchange\ntraded securities than for publicly traded securities, which may make it more difficult for the Adviser to fully evaluate the risks of\ninvesting in such securities and as a result place the Fund’s assets at a greater risk of loss than if the Adviser has more complete\ninformation. In addition, the issuers of non-exchange traded securities may be distressed, insolvent, or delinquent in filing information\nneeded to be listed on an exchange. Disposing of non-exchange traded securities, including privately placed securities, may involve time-consuming\nnegotiation and legal expenses, and selling them promptly at an acceptable price may be difficult or impossible. Securities purchased\nin private placements may be subject to legal or contractual restrictions on resale. The Fund may have to bear the expense of registering\nrestricted securities for resale and the risk of substantial delay in effecting registration.

Tax Risk. The Fund intends to elect and\nto qualify each year to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue\nCode of 1986, as amended (“Code”). As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its\nnet investment income and net capital gain that it distributes to shareholders, provided that it satisfies certain requirements of the\nCode. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable\nincome will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply\nwith the asset diversification test applicable to a RIC, the Fund will attempt to ensure that the value of swap contracts on shares of\na single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts on shares of\na single issuer were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period\nto cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC.

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

Performance

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

Management

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

Portfolio Managers:

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

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

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

Purchase and Sale of Shares

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

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

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

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

Tax Information

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

Financial Intermediary Compensation

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

SUMMARY INFORMATION

DEFIANCE JAPAN AI LEADERS\nETF – FUND SUMMARY

Investment Objective

Defiance Japan AI Leaders ETF (the “Fund”)\nseeks to track the performance, before fees and expenses, of the BITA Japan AI Leaders Index (the “Index”).

Fees and Expenses of the Fund

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

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		0.69	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾			0.02	%
Total Annual Fund Operating Expenses⁽³⁾		0.71	%

⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (“Tidal” or the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund excluding advisory fees, sub-advisory fees (if applicable), interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

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

1 Year	3 Years

$73	$227

Portfolio Turnover

Principal Investment Strategies

Overview

The Fund uses a “passive\nmanagement” (or indexing) approach to seek to track the performance, before fees and expenses, of the Index. The Index is constructed\nusing a rules-based methodology that identifies publicly listed Japanese companies that operate across the artificial intelligence (“AI”)\nvalue chain, as classified by BITA GmbH (the “Index Provider”).

Index Overview

The Index is rules-based.

The Index is designed to track the performance\nof publicly listed Japanese companies operating across the following areas of the AI value chain: AI Hardware Infrastructure, AI Software\nand Services, AI Applications, and AI Capital Infrastructure. For purposes of determining eligibility, the Index defines a publicly listed\nJapanese company as one whose equity securities are listed on the Japan Exchange Group.

To be eligible for inclusion, a company must\nderive significant business exposure from the AI value chain as discussed under the Thematic Exposure Requirement below. AI value chain\nareas include:

\n \n \n \n \n

●

AI Hardware Infrastructure: Includes companies that design, develop, and manufacture the hardware that enables artificial intelligence, including AI compute processors, networking technologies, memory, and storage systems used to support AI training and inference.

\n \n \n \n \n

●

AI Software and Services: Includes companies that develop the software, platforms, and services used to build, deploy, and operate AI systems, including foundational models, data platforms, and machine learning operations (MLOps) and application platforms.

\n \n \n \n \n

●

AI Applications: Includes companies that develop AI-enabled software, products, and autonomous systems, including generative AI, agentic AI, and physical AI solutions, as well as companies that have strategically integrated AI into their core products, services, or operations.

\n\n

●

AI\nCapital Infrastructure: Includes companies that provide the physical infrastructure, industrial equipment, and raw materials that support\nthe development and expansion of AI, including data centers, power infrastructure, semiconductor fabrication equipment, and the extraction\nand processing of critical minerals used in AI hardware.

The Index provider then applies the following\nscreens and filters:

●

Market Capitalization: Securities with a market capitalization below $100 million are excluded.\n

●

Security Considerations: Only ordinary shares are eligible for inclusion.

\n\n

●

Average Daily Traded Value: Securities with a three-month\naverage daily traded value of less than USD 100,000 are excluded.

●

The Index targets a maximum of twenty\nconstituents. Eligible companies are ranked based on their thematic exposure, defined as the percentage of total revenue derived\nfrom the AI value chain areas described above. The twenty companies with the highest thematic exposure are selected for inclusion in\nthe Index. If two or more companies are tied, the company with the higher three-month average daily traded value is selected. If a\ncompany has more than one share class that independently qualifies for inclusion in the Index, only the share class with the highest\nthree-month average daily traded value is eligible for inclusion. Index constituents are equally weighted.

The Index is reconstituted and rebalanced quarterly\nin March, June, September, and December. The Index may make extraordinary adjustments to include recent initial public offerings\n(“IPOs”) with more than 50% thematic exposure to an AI value chain area described above that, on their first day of trading,\nrank among the ten largest eligible companies by market capitalization.

The Fund’s Investment Strategy

The Fund is classified as “non-diversified,”\nwhich means the Fund may invest a larger percentage of its assets in the securities of a smaller number of issuers than a diversified\nfund.

Principal Investment Risks

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

Japanese Investment Risk. Investments\nin Japanese issuers will subject the Fund to legal, regulatory, political, currency, security, and economic risks that are specific\nto Japan. In addition, economic and political developments of Japan’s neighbors, including escalated tensions involving North Korea\nand any outbreak of hostilities involving North Korea, or even the threat of an outbreak of hostilities, may have a severe adverse effect\non the Japanese economy.

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

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

Market Capitalization Risk.

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

\n \n \n

ETF Risks

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

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

Tax Risk. The Fund intends to elect and\nto qualify each year to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue\nCode of 1986, as amended (“Code”). As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its\nnet investment income and net capital gain that it distributes to shareholders, provided that it satisfies certain requirements of the\nCode. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable\nincome will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply\nwith the asset diversification test applicable to a RIC, the Fund will attempt to ensure that the value of swap contracts on shares of\na single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts on shares of\na single issuer were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period\nto cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC.

Performance

Management

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

Portfolio Managers:

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

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

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

SUMMARY INFORMATION

DEFIANCE TAIWAN AI LEADERS\nETF – FUND SUMMARY

Investment Objective

Defiance Taiwan AI Leaders ETF (the “Fund”)\nseeks to track the performance, before fees and expenses, of the BITA Taiwan AI Leaders Index (the “Index”).

Fees and Expenses of the Fund

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

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.69	%
Distribution and Service (12b-1) Fees	None
Other Expenses⁽²⁾			0.02	%
Total Annual Fund Operating Expenses⁽³⁾		0.71	%

⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (“Tidal” or the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund excluding advisory fees, sub-advisory fees (if applicable), interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

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

1 Year	3 Years

$73	$227

Portfolio Turnover

Principal Investment Strategies

Overview

The Fund uses a “passive\nmanagement” (or indexing) approach to seek to track the performance, before fees and expenses, of the Index. The Index is constructed\nusing a rules-based methodology that identifies publicly listed Taiwanese companies that operate across the artificial intelligence (“AI”)\nvalue chain, as classified by BITA GmbH (the “Index Provider”).

Index Overview

The Index is rules-based.

The Index is designed to track the performance\nof publicly listed Taiwanese companies operating across the following areas of the AI value chain: AI Hardware Infrastructure, AI Software\nand Services, AI Applications, and AI Capital Infrastructure. For purposes of determining eligibility, the Index defines a publicly listed\nTaiwanese company as one whose equity securities are listed on one of the exchanges listed under the prospectus section titled “Additional\nInformation About the Funds.”

To be eligible for inclusion, a company must\nderive significant business exposure from the AI value chain as discussed under the Thematic Exposure Requirement below. AI value chain\nareas include:

\n \n \n \n \n

●

AI Hardware Infrastructure: Includes companies that design, develop, and manufacture the hardware that enables artificial intelligence, including AI processors, accelerators, networking technologies, memory, and storage systems used to support AI training and inference.

\n \n \n \n \n

●

AI Software and Services: Includes companies that develop the software, platforms, and services used to build, deploy, and operate AI systems, including foundational models, AI data platforms, and machine learning operations (MLOps) and AI application platforms.

\n \n \n \n \n

●

\n \n \n \n \n

●

AI Capital Infrastructure: Includes companies that provide the physical infrastructure, industrial equipment, and raw materials that support the development and expansion of AI, including AI data centers, power infrastructure, semiconductor fabrication equipment, and the extraction and processing of critical minerals used in AI hardware.

The Index provider then applies the following\nscreens and filters:

●

Market Capitalization: Securities with a market capitalization below $100 million are excluded.\n

●

Security Considerations: Only ordinary shares are eligible for inclusion.

\n\n

●

Average Daily Traded Value: Securities with a three-month\naverage daily traded value of less than USD 100,000 are excluded.

●

The Fund’s Investment Strategy

The Fund is classified as “non-diversified,”\nwhich means the Fund may invest a larger percentage of its assets in the securities of a smaller number of issuers than a diversified\nfund.

Principal Investment Risks

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

Artificial Intelligence Risk. Issuers\nengaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can\nvary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products\nand services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be\nadversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes\nthat may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of\nthe product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to\naccurately capture what qualifies as an artificial intelligence company.

Taiwanese Investment Risk. Investments\nin companies that are domiciled in, listed in, or have substantial business exposure to Taiwan involve risks that are specific to Taiwan,\nincluding legal, regulatory, political and economic risks. Political and economic developments of Taiwan’s neighbors may have an\nadverse effect on Taiwan’s economy. Specifically, Taiwan’s geographic proximity and history of political contention with China\nhave resulted in ongoing tensions, which may materially affect the Taiwanese economy and its securities market and may have an adverse\nimpact on the values of companies that are domiciled in, listed in, or have substantial business exposure to Taiwan, or make such investments\nimpracticable or impossible.

Market Capitalization Risk.

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

\n \n \n

ETF Risks

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

Performance

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

Management

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

Portfolio Managers:

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

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

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

SUMMARY INFORMATION

DEFIANCE KOREA ROBOTICS TOP\n10 ETF – FUND SUMMARY

Investment Objective

Defiance Korea Robotics Top 10 ETF (the “Fund”)\nseeks to track the performance, before fees and expenses, of the BITA Korea Robotics Top 10 Index (the “Index”).

Fees and Expenses of the Fund

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

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		0.69	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾			0.02	%
Total Annual Fund Operating Expenses⁽³⁾		0.71	%

⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (“Tidal” or the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund excluding advisory fees, sub-advisory fees (if applicable), interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

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

1 Year	3 Years

$73	$227

Portfolio Turnover

Principal Investment Strategies

Overview

The Fund uses a “passive\nmanagement” (or indexing) approach to seek to track the performance, before fees and expenses, of the Index. The Index is constructed\nusing a rules-based methodology that identifies publicly listed Korean companies that operate across the most critical segments of the\nrobotics value chain, as classified by BITA GmbH (the “Index Provider”).

Index Overview

The Index is rules-based.

The Index is designed to track the performance\nof publicly listed companies on the Korea Exchange operating across the most critical segments of the robotics value chain.

To be eligible for inclusion, a company must\nderive significant business exposure from the robotics value chain as discussed under the Thematic Exposure Requirement below. The critical\nsegments of the robotics value chain include:

\n \n \n \n \n

●

Industrial & Intelligent Factory Automation: Companies that are engaged in the design, integration, development, and production of automated robotic systems and comprehensive infrastructure for smart manufacturing environments. This includes heavy-duty multi-axis robotic arms, safe collaborative robots equipped with proximity sensors, and automated guided vehicles, with operations spanning facility-wide logistics automation, sensory data capture, and high-volume assembly line deployment. Autonomous sorting system manufacturers are also included.

\n \n \n \n \n

●

Service & Humanoid Robotics: Companies that develop, manufacture, or commercialize autonomous or semi-autonomous robots designed for commercial, professional, domestic utility, or general-purpose tasks. This includes professional logistics systems, consumer-facing hospitality robots, and anthropomorphic physical structures that mimic human anatomy, locomotion, and cognitive actions. These firms are typically focused on enabling embodied intelligence and enhancing operational flexibility in complex human environments. Last-mile delivery drones are also included.

\n \n \n \n \n

●

Robotic Software, Control & Automation Platforms: Companies that focus on developing software-driven architecture, hardware-agnostic operating platforms, and infrastructure tools used to orchestrate, monitor, and scale robot networks. This includes cloud-based fleet management suites, proprietary Robot Operating Systems (“ROS”), real-time path planning modules, and robotic process automation (“RPA”) environments aimed at improving operational visibility, advanced robotic perception, and deployment efficiency.

\n \n \n \n \n

●

Medical Robotics: Companies that focus on developing precision robotic instruments and devices used to assist healthcare practitioners during medical, diagnostic, and therapeutic interventions. This includes firms that offer robotic-assisted surgical platforms, rehabilitative exoskeletons, and automated laboratory systems aimed at improving surgical accuracy, patient recovery times, and clinical outcomes.

The Index provider then applies the following\nscreens and filters:

●

Thematic Exposure Requirement: Each constituent must (i) derive at least 50% of its total revenue from one or more products, services, or activities related to the applicable\nrobotics value chain; or (ii) derive at least 25% of its total revenue from one or more such products, services, or activities and rank among\nthe top five positions in the Initial Universe by total nominal revenue derived from such products, services, or activities.

●

Market Capitalization: Securities with a market capitalization below $100 million are excluded.\n

●

Security Considerations: Only ordinary shares are eligible for inclusion.

\n\n

●

Average Daily Traded Value: Securities with a three-month\naverage daily traded value of less than USD 100,000 are excluded.

●

Free-Float Percentage Requirement: Securities with a\n free-float percentage below 10% are excluded. For these purposes, free-float percentage is defined as the percentage of a company's total shares outstanding that are freely available\nfor trading by the general investing public.

The Index targets ten constituents. Eligible companies\nare ranked based on their thematic exposure, defined as the percentage of total revenue derived from the critical segments of the robotics\nvalue chain described above. The ten companies with the highest thematic exposure are selected for inclusion in the Index. If two or more\ncompanies are tied, the company with the higher three-month average daily traded value is selected. If a company has more than one share\nclass that independently qualifies for inclusion in the Index, only the share class with the highest three-month average daily traded\nvalue is eligible for inclusion. Index constituents are equally weighted.

The Index\nis reconstituted and rebalanced quarterly in March, June, September, and December. The Index may make extraordinary adjustments to include\nrecent initial public offerings (“IPOs”) with more than 50% thematic exposure to a critical segment of the robotics value\nchain described above that, on their first day of trading, rank among the ten largest eligible companies by market capitalization.

The Fund’s Investment Strategy

The Fund also may invest in securities, options\ncontracts, swaps, American Depository Receipts (“ADRs”), or other investments not included in the Index when the Adviser believes\nsuch investments will help the Fund track the Index, enhance performance, manage risk, or otherwise benefit the Fund. These investments\nmay include securities of companies that are economically connected to robotics value chain activities, as well as investments made in\nconnection with corporate actions, Index reconstitutions, liquidity management, or other portfolio management purposes.

The Fund is classified as “non-diversified,”\nwhich means the Fund may invest a larger percentage of its assets in the securities of a smaller number of issuers than a diversified\nfund.

Principal Investment Risks

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

Robotics & Automation Investing Risks.\nCompanies engaged in the design, manufacture, integration, or deployment of robotics and automation systems may be affected by rapid technological\nevolution, high research and development costs, and competitive pressures from global industrial, semiconductor, and software providers.\nThe robotics and automation industry is sensitive to trends in industrial production, capital-expenditure cycles, supply-chain conditions,\nand adoption rates of automation technologies across manufacturing, logistics, transportation, and commercial sectors. Hardware and component\nmanufacturers may face risks associated with semiconductor availability, sensor and actuator supply constraints, manufacturing delays,\nand reliance on specialized materials or precision engineering capabilities. Systems integrators and industrial automation firms may be\nadversely affected by fluctuations in factory activity, labor market dynamics, and the financial health of industrial end-users. Software\nand control-system developers may encounter data-security vulnerabilities, interoperability challenges, intellectual-property risks, and\nrapid shifts in AI, computer-vision, and automation software architecture. Companies deploying autonomous mobility systems or warehouse/logistics\nautomation may be subject to regulatory constraints, safety and liability considerations, and varying regional standards governing autonomous\ntechnologies. These combined factors may cause companies in the robotics and automation industry to experience periods of significant\nvolatility and performance that differs materially from the broader equity market.

South Korean Investment Risk. Investments\nin South Korean issuers will subject the Fund to legal, regulatory, political, currency, security, and economic risks that\nare specific to South Korea. In addition, economic and political developments of South Korea’s neighbors, including escalated tensions\ninvolving North Korea and any outbreak of hostilities involving North Korea, or even the threat of an outbreak of hostilities, may have\na severe adverse effect on the South Korean economy.

Market Capitalization Risk.

Derivatives Risk. Derivatives are financial\ninstruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest\nrates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly\ninvesting in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments\nor the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and\nlegal restrictions. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from\nthose associated with ordinary portfolio securities transactions. The use of derivatives may result in larger losses or smaller gains\nthan directly investing in securities. When the Fund uses derivatives, there may be an imperfect correlation between the value of the\nunderlying reference asset and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives\noften require only a limited initial investment, the use of derivatives may expose the Fund to losses in excess of those amounts initially\ninvested.

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

\n \n \n

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

ETF Risks

Performance

Management

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

Portfolio Managers:

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

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

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

SUMMARY INFORMATION

DEFIANCE GLOBAL ROBOTICS\nTOP 10 ETF – FUND SUMMARY

Investment Objective

Defiance Global Robotics Top 10 ETF (the “Fund”)\nseeks to track the performance, before fees and expenses, of the BITA Global Robotics Top 10 Index (the “Index”).

Fees and Expenses of the Fund

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

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		0.69	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾			0.02	%
Total Annual Fund Operating Expenses⁽³⁾		0.71	%

⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (“Tidal” or the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund excluding advisory fees, sub-advisory fees (if applicable), interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

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

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

1 Year	3 Years

$73	$227

Portfolio Turnover

Principal Investment Strategies

Overview

The Fund uses a “passive\nmanagement” (or indexing) approach to seek to track the performance, before fees and expenses, of the Index. The Index is constructed\nusing a rules-based methodology that identifies publicly listed companies that operate across the most critical segments of the robotics\nvalue chain, as classified by BITA GmbH (the “Index Provider”).

Index Overview

The Index\nis rules-based.

The Index is designed to track the performance\nof global publicly listed companies operating across the most critical segments of the robotics value chain.

To be eligible for inclusion, a company must\nderive significant business exposure from the critical segments of the global robotics value chain as discussed under the Thematic Exposure\nRequirement below. Critical segments of the robotics value chain areas include:

\n \n \n \n \n

●

\n \n \n \n \n

●

\n \n \n \n \n

●

\n \n \n \n \n

●

The Index provider then applies the following\nscreens and filters:

●

Thematic Exposure Requirement: Each constituent must (i) derive at least 50% of its total revenue from one or more products, services, or activities related to the applicable\nrobotics value chain; or (ii) derive at least 25% of its total revenue from one or more such products, services, or activities and rank among\nthe top five positions in the Initial Universe by total nominal revenue derived from such products, services, or activities.

●

Market Capitalization: Securities with a market capitalization below $100 million are excluded.\n

●

Security Considerations: Only ordinary shares are eligible for inclusion.

●

Average Daily Traded Value: Securities with a three-month average daily traded value of less\nthan USD 100,000 are excluded.

●

The Index targets ten constituents. Eligible\ncompanies are ranked based on their thematic exposure, defined as the percentage of total revenue derived from the critical segments of\nthe robotics value chain described above. The ten companies with the highest thematic exposure are selected for inclusion in the Index.\nIf two or more companies are tied, the company with the higher three-month average daily traded value is selected. If a company has more\nthan one share class that independently qualifies for inclusion in the Index, only the share class with the highest three-month average\ndaily traded value is eligible for inclusion. Index constituents are equally weighted.

The Index is reconstituted and rebalanced quarterly\nin March, June, September, and December. The Index may make extraordinary adjustments to include recent initial public offerings (“IPOs”)\nwith more than 50% thematic exposure to a critical segment of the robotics value chain described above that, on their first day of trading,\nrank among the ten largest eligible companies by market capitalization.

The Fund’s Investment Strategy

The Fund seeks to track the performance of\nthe Index by investing in, or obtaining economic exposure to, the securities included in the Index. The Fund generally uses a “replication”\nstrategy, meaning it will invest directly or indirectly in all, or substantially all, of the component securities of the Index. The Fund\nmay also use a “representative sampling” strategy, under which it invests in a sample of securities that collectively are\nexpected to have investment characteristics similar to those of the Index when the Adviser believes doing so is in the best interests\nof the Fund.

The Fund also may invest in securities, options\ncontracts, swaps, American Depository Receipts (“ADRs”), or other investments not included in the Index when the Adviser believes\nsuch investments will help the Fund track the Index, enhance performance, manage risk, or otherwise benefit the Fund. These investments\nmay include securities of companies that are economically connected to robotics value chain activities, as well as investments made in\nconnection with corporate actions, Index reconstitutions, liquidity management, or other portfolio management purposes.

The Fund may invest in equity securities and\nequity-related interests, whether publicly traded or privately issued, including common stocks and other equity interests. The Fund may\ninvest up to 15% of its net assets in privately issued securities. The Fund may also invest in cash and cash equivalents, money market\nfunds, and short-term instruments.

The Fund is classified as “non-diversified,”\nwhich means the Fund may invest a larger percentage of its assets in the securities of a smaller number of issuers than a diversified\nfund.

Principal Investment Risks

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

An investment in the Fund entails risk. The\nFund may not achieve its investment objective and there is a risk that you could lose all of your money invested in the Fund. The Fund\nis not a complete investment program. It is important that investors closely review all of the risks listed below and understand them\nbefore making an investment in the Fund.

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

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

\n \n \n \n \n

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

\n \n \n \n \n

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

\n \n \n \n \n

Developed Markets Risk. Many developed market countries have heavy indebtedness, which may lead downward pressure on the economies of these countries. As a result, it is possible that interest rates on debt of certain developed countries may rise to levels that make it difficult for such countries to service high debt levels without significant help from other countries or from a central bank. Developed market countries generally are dependent on the economies of certain key trading partners. Changes in any one economy may cause an adverse impact on several developed countries.

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

Index Strategy Risk. The Fund’s\nstrategy is linked to an Index maintained by the Index Provider that exercises complete control over the Index. The Index Provider may\ndelay or add a rebalance date, which may adversely impact the performance of the Fund and its correlation to the Index. In addition, there\nis no guarantee that the methodology used by the Index Provider to identify constituents for the Index will achieve its intended result\nor positive performance. Errors in Index data, Index computations or the construction of the Index in accordance with its methodology\nmay occur from time to time and may not be identified and/or corrected for a period of time or at all, which may have an adverse impact\non the Fund.

Tracking Error Risk. While the\nFund generally seeks to track the performance, before fees and expenses, of the Index, the performance of the Fund and its Index may differ\nfrom each other for a variety of reasons. For example, the Fund incurs operating expenses and portfolio transaction costs not incurred\nby the Index. In addition, the Fund may not be fully invested in the securities of the Index at all times or may hold securities not included\nin the Index.

Market Capitalization Risk.

○          Mid-Capitalization Investing.\nThe securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments\nthan securities of large-capitalization companies. The securities of mid-capitalization companies generally trade in lower volumes and\nare subject to greater and more unpredictable price changes than large-capitalization stocks or the stock market as a whole.

In addition, the Fund’s investments in\nderivatives are subject to the following risks:

\n \n \n

Swap Agreements. The use\n of swap transactions is a highly specialized activity that involves investment techniques and risks different from those associated with\n ordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal\n depends on the ability of the Adviser to structure such swap agreements in accordance with the Fund’s investment objective and to\n identify appropriate counterparties. If the Adviser is unable to enter into swap agreements that provide the desired synthetic exposure\n to the underlying security, the Fund may not meet its stated investment objective. Additionally, any financing, transaction, or other\n costs associated with using swap transactions may have the effect of lowering the Fund’s return.

The swap agreements in which the\nFund invests are generally traded in the over-the-counter market, which generally has less transparency than exchange-traded derivative\ninstruments. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or\nrealized on particular predetermined reference assets, securities, or instruments. The gross return to be exchanged or “swapped”\nbetween the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested\nin the reference asset.

Equity Total Return Swaps.\nA total return swap (also sometimes referred to as a synthetic equity swap or “contract for difference” when written\nwith respect to an equity security or basket of equity securities) is an agreement between two parties under which the parties agree to\nmake payments 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 or realized\non the notional amount of an underlying equity security and any dividends declared with respect to that equity security. In return the\nother party makes payments, typically at a floating rate, calculated based on the notional amount.

ETF Risks

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

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

Liquidity Risk. In certain\ncircumstances, such as the disruption of the orderly markets for the financial instruments in which the Fund invests, the Fund might not\nbe able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Adviser.\nMarkets for the financial instruments in which the Fund invests may be disrupted by a number of events, including but not limited to economic\ncrises, health crises, natural disasters, excessive volatility, new legislation, or regulatory changes inside or outside of the U.S. These\nsituations may have an impact on the liquidity of the Fund’s own shares.

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

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

Non-Diversification Risk. Because the\nFund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller\nnumber of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller\nnumber of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.

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

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

Privately Placed Securities Risk. The\nFund may invest in non-exchange traded, privately placed securities, including privately placed securities issued by special purpose vehicles,\nwhich are subject to liquidity and valuation risks. These risks may make it difficult for those securities to be traded or valued, especially\nin the event of adverse economic and liquidity conditions or adverse changes in the issuer’s financial condition. The market for\ncertain non-exchange traded securities may be limited to institutional investors, subjecting such investments to further liquidity risk\nif a market were to limit institutional trading. There may also be less information available regarding such non-exchange traded securities\nthan for publicly traded securities, which may make it more difficult for the Adviser to fully evaluate the risks of investing in such\nsecurities and as a result place the Fund’s assets at a greater risk of loss than if the Adviser has more complete information.\nIn addition, the issuers of non-exchange traded securities may be distressed, insolvent, or delinquent in filing information needed to\nbe listed on an exchange. Disposing of non-exchange traded securities, including privately placed securities, may involve time-consuming\nnegotiation and legal expenses, and selling them promptly at an acceptable price may be difficult or impossible. Securities purchased\nin private placements may be subject to legal or contractual restrictions on resale. The Fund may have to bear the expense of registering\nrestricted securities for resale and the risk of substantial delay in effecting registration.

Tax Risk. The Fund intends to elect\nand to qualify each year to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue\nCode of 1986, as amended (“Code”). As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its\nnet investment income and net capital gain that it distributes to shareholders, provided that it satisfies certain requirements of the\nCode. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable\nincome will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply\nwith the asset diversification test applicable to a RIC, the Fund will attempt to ensure that the value of swap contracts on shares of\na single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts on shares of\na single issuer were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period\nto cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC.

Performance

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

Management

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

Portfolio Managers:

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

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

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

Purchase and Sale of Shares

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

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

Tax Information

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

Financial Intermediary Compensation

SUMMARY INFORMATION

DEFIANCE LATIN AMERICA TOP\n10 ETF – FUND SUMMARY

Investment Objective

Defiance Latin America Top 10 ETF (the “Fund”)\nseeks to track the performance, before fees and expenses, of the BITA Latin America Top 10 Index (the “Index”).

Fees and Expenses of the Fund

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

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.69	%
Distribution and Service (12b-1) Fees	None
Other Expenses⁽²⁾			0.02	%
Total Annual Fund Operating Expenses⁽³⁾		0.71	%

⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (“Tidal” or the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund excluding advisory fees, sub-advisory fees (if applicable), interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.

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

⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

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

1 Year	3 Years

$73	$227

Portfolio Turnover

Principal Investment Strategies

Overview

The Fund uses a “passive\nmanagement” (or indexing) approach to seek to track the performance, before fees and expenses, of the Index. The Index is constructed\nusing a rules-based methodology that aims to track the performance of publicly listed companies across Latin America, as classified by\nBITA GmbH (the “Index Provider”).

Index Overview

The Index is rules-based.

The Index is designed to track the performance\nof publicly listed companies operating across Latin America. For eligibility purposes, the Index defines a publicly listed company operating\nacross Latin America as a company listed on an exchange that is also assigned to Argentina, Brazil, Chile, Colombia, Mexico, or Peru under\nthe BITA Assigned Country methodology. BITA Assigned Country is a composite country flag, determined by the Index Provider, based on publicly\navailable information regarding a company’s country of incorporation, country of headquarters, and country of primary operations.

To qualify for inclusion, a company must have:\n(i) a free-float percentage of at least 10%; (ii) a market capitalization of at least $100 million; (iii) a three-month average daily\ntrading value of at least $100 thousand. Only ordinary shares and American Depository Receipts (“ADRs”) are eligible. For\npurposes of inclusion, free-float percentage is defined as the proportion of a company’s total shares outstanding that are freely\navailable for trading by the general investing public on the open market.

The Index targets ten constituents. Eligible\ncompanies are ranked by free-float market capitalization, with the ten highest-ranked companies selected for inclusion. If a company has\nmore than one share class that qualifies for membership on a stand-alone basis in the Index, only the highest ranked share class will\nbe considered for inclusion, as ranked by its three-month average daily traded value.

The Index is reconstituted and rebalanced quarterly\nin March, June, September, and December. Index constituents are equally weighted.

The Fund’s Investment Strategy

The Fund also may invest in securities, options\ncontracts, swaps, or other investments not included in the Index when the Adviser believes such investments will help the Fund track the\nIndex, enhance performance, manage risk, or otherwise benefit the Fund. These investments may include securities of companies that are\neconomically connected to Latin America, as well as investments made in connection with corporate actions, Index reconstitutions, liquidity\nmanagement, or other portfolio management purposes.

The Fund may invest in equity securities and equity-related\ninterests, whether publicly traded or privately issued, including common stocks and other equity interests. The Fund may invest up to\n15% of its net assets in privately issued securities. The Fund may also invest in ADRs, cash and cash equivalents, money market funds,\nand short-term instruments.

The Fund is classified as “non-diversified,”\nwhich means the Fund may invest a larger percentage of its assets in the securities of a smaller number of issuers than a diversified\nfund.

Principal Investment Risks

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

Latin America Investment Risk. Investments\nin companies that are domiciled in, listed in, or have substantial business exposure to Latin America involve risks that are specific\nto Latin America, including legal, regulatory, political and economic risks. Political and economic developments in Latin America may\nhave an adverse effect on the region’s economy.

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

Market Capitalization Risk.

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

\n \n \n

ETF Risks

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

Privately Placed Securities Risk. The\nFund may invest in non-exchange traded, privately placed securities, including privately placed securities issued by special purpose vehicles,\nwhich are subject to liquidity and valuation risks. These risks may make it difficult for those securities to be traded or valued, especially\nin the event of adverse economic and liquidity conditions or adverse changes in the issuer’s financial condition. The market for\ncertain non-exchange traded securities may be limited to institutional investors, subjecting such investments to further liquidity risk\nif a market were to limit institutional trading. There may also be less information available regarding such non-exchange traded securities\nthan for publicly traded securities, which may make it more difficult for the Adviser to fully evaluate the risks of investing in such\nsecurities and as a result place the Fund’s assets at a greater risk of loss than if the Adviser has more complete information.\nIn addition, the issuers of non-exchange traded securities may be distressed, insolvent, or delinquent in filing information needed to\nbe listed on an exchange. Disposing of non-exchange traded securities, including privately placed securities, may involve time-consuming\nnegotiation and legal expenses, and selling them promptly at an acceptable price may be difficult or impossible. Securities purchased\nin private placements may be subject to legal or contractual restrictions on resale. The Fund may have to bear the expense of registering\nrestricted securities for resale and the risk of substantial delay in effecting registration.

Performance

Management

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

Portfolio Managers:

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

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

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

ADDITIONAL INFORMATION ABOUT THE FUNDS

Investment Objectives

Defiance Europe AI Leaders ETF seeks to track\nthe performance, before fees and expenses, of the BITA Europe AI Leaders Index.

For purposes of determining eligibility, the BITA\nEurope AI Leaders Index defines a publicly listed European company as one whose equity securities are listed on one of the following exchanges:\nVienna Stock Exchange, Euronext Brussels, Nasdaq Copenhagen, Nasdaq Helsinki, Euronext Paris Exchange, Deutsche Börse, Euronext Irish\nStock Exchange, Borsa Italiana, Euronext Amsterdam Stock Exchange, Euronext Oslo Børs, Euronext Lisbon, Bolsas y Mercados Espanoles,\nNasdaq Stockholm, SIX Swiss Exchange, and London Stock Exchange.

Defiance Japan AI Leaders ETF seeks to track the\nperformance, before fees and expenses, of the BITA Japan AI Leaders Index.

Defiance Taiwan AI Leaders ETF seeks to track\nthe performance, before fees and expenses, of the BITA Taiwan AI Leaders Index.

For purposes of determining eligibility, the BITA\nTaiwan AI Leaders Index defines a publicly listed Taiwanese company as one whose equity securities are listed on one of the following\nexchanges: Taiwan Stock Exchange and Taipei Exchange.

Defiance Global Robotics Top 10 ETF seeks to track\nthe performance, before fees and expenses, of the BITA Global Robotics Top 10 Index.

Defiance Korea Robotics Top 10 ETF seeks to track\nthe performance, before fees and expenses, of the BITA Korea Robotics Top 10 Index.

Defiance Latin America Top 10 ETF seeks to track\nthe performance, before fees and expenses, of the BITA Latin America Top 10 Index.

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

Principal Investment Strategies

Although no change is anticipated, the investment\nobjective of each Fund may be changed by the Board of Trustees of Tidal Trust V (the “Trust”) without shareholder approval\nupon written notice to shareholders. There is no guarantee that each Fund will achieve its investment objective.

Each Fund’s principal investment strategies\nare discussed in their respective “Fund Summary” section. Principal investment strategies are those that the Adviser will\nuse on a day-to-day basis to achieve each Fund’s investment objective. This section provides more information about these strategies,\nas well as information about some additional strategies that each Fund’s Adviser uses, or may use, to achieve each Fund’s\nobjective. Additional information about these investment strategies and practices and related risks is also provided in the Funds’\nStatement of Additional Information (“SAI”).

Under normal circumstances, each Fund invests\nat least 80% of its net assets, at the time of initial purchase, in equity securities of companies included in its respective index. This\npolicy does not require a Fund to sell the security of an issuer if such company ceases to be included in that index; however, additional\npurchases of such security will be subject to the 20% limitation for securities outside of that Fund’s portfolio. This 80% policy\nmay be changed by the Board of Trustees without shareholder approval upon 60 days’ notice to shareholders. Each Fund may invest\nin securities or other investments not included in the respective index, to include ADRs, where the Adviser determines such investments\nare appropriate. In addition to supporting a Fund’s efforts to track their respective index, these investments may be made when\nthe Adviser believes they will enhance performance or otherwise benefit a Fund. For example, a Fund may invest in non-index securities\nin connection with corporate actions or changes to their respective index (including reconstitutions, additions, and deletions), as well\nas for liquidity, cash management, or other portfolio management purposes.

Each Fund may invest in American Depositary Receipts\n(“ADRs”) to the extent such securities are included in their respective index. The Fund may also invest in cash, cash equivalents,\nor short-term instruments, including money market funds, to manage liquidity, collateralize positions, or temporarily hold assets pending\ninvestment.

Each Fund may borrow to the extent permitted by\nthe Investment Company Act of 1940, as amended (“1940 Act”). At times, the Fund may be required to segregate or earmark certain\nassets determined to be liquid by the investment adviser (generally, short-term investment grade fixed income securities) to cover borrowings.

Manager of Managers Structure

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

Principal Risks of Investing in the Funds

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

Risks Related to Defiance Europe AI Leaders\nETF

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

		Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.

		\n European Investment Risk. Investments\nin European issuers will subject the Fund to legal, regulatory, political, currency, security, and economic risks that are specific to\nEurope. In addition, economic and political developments of European nations, including the ongoing war in Ukraine and any outbreak of\nhostilities involving Russia, or even the threat of an outbreak of hostilities, with a European country may have a severe adverse effect\non the European economy.

Risks Related to Defiance Japan AI Leaders\nETF

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

		Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.

		\n Japanese Investment Risk. Investments\nin Japanese issuers will subject the Fund to legal, regulatory, political, currency, security, and economic risks that are specific\nto Japan. In addition, economic and political developments of Japan’s neighbors, including escalated tensions involving North Korea\nand any outbreak of hostilities involving North Korea, or even the threat of an outbreak of hostilities, may have a severe adverse effect\non the Japanese economy.

Risks Related to Defiance Taiwan AI Leaders\nETF

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

		Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.

		\n Taiwanese Investment Risk. Investments\nin companies that are domiciled in, listed in, or have substantial business exposure to Taiwan involve risks that are specific to Taiwan,\nincluding legal, regulatory, political and economic risks. Political and economic developments of Taiwan’s neighbors may have an\nadverse effect on Taiwan’s economy. Specifically, Taiwan’s geographic proximity and history of political contention with\nChina have resulted in ongoing tensions, which may materially affect the Taiwanese economy and its securities market and may have an\nadverse impact on the values of companies that are domiciled in, listed in, or have substantial business exposure to Taiwan, or make\nsuch investments impracticable or impossible.

Risks Related to Defiance Global Robotics Top\n10 ETF

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

		Robotics & Automation Investing Risks. Companies engaged in the design, manufacture, integration, or deployment of robotics and automation systems may be affected by rapid technological evolution, high research and development costs, and competitive pressures from global industrial, semiconductor, and software providers. The robotics and automation industry is sensitive to trends in industrial production, capital-expenditure cycles, supply-chain conditions, and adoption rates of automation technologies across manufacturing, logistics, transportation, and commercial sectors. Hardware and component manufacturers may face risks associated with semiconductor availability, sensor and actuator supply constraints, manufacturing delays, and reliance on specialized materials or precision engineering capabilities. Systems integrators and industrial automation firms may be adversely affected by fluctuations in factory activity, labor market dynamics, and the financial health of industrial end-users. Software and control-system developers may encounter data-security vulnerabilities, interoperability challenges, intellectual-property risks, and rapid shifts in AI, computer-vision, and automation software architecture. Companies deploying autonomous mobility systems or warehouse/logistics automation may be subject to regulatory constraints, safety and liability considerations, and varying regional standards governing autonomous technologies. These combined factors may cause companies in the robotics and automation industry to experience periods of significant volatility and performance that differs materially from the broader equity market.

Risks Related to Defiance Korea Robotics Top\n10 ETF

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

		Robotics & Automation Investing Risks. Companies engaged in the design, manufacture, integration, or deployment of robotics and automation systems may be affected by rapid technological evolution, high research and development costs, and competitive pressures from global industrial, semiconductor, and software providers. The robotics and automation industry is sensitive to trends in industrial production, capital-expenditure cycles, supply-chain conditions, and adoption rates of automation technologies across manufacturing, logistics, transportation, and commercial sectors. Hardware and component manufacturers may face risks associated with semiconductor availability, sensor and actuator supply constraints, manufacturing delays, and reliance on specialized materials or precision engineering capabilities. Systems integrators and industrial automation firms may be adversely affected by fluctuations in factory activity, labor market dynamics, and the financial health of industrial end-users. Software and control-system developers may encounter data-security vulnerabilities, interoperability challenges, intellectual-property risks, and rapid shifts in AI, computer-vision, and automation software architecture. Companies deploying autonomous mobility systems or warehouse/logistics automation may be subject to regulatory constraints, safety and liability considerations, and varying regional standards governing autonomous technologies. These combined factors may cause companies in the robotics and automation industry to experience periods of significant volatility and performance that differs materially from the broader equity market.

		\n South Korean Investment Risk. Investments\nin South Korean issuers will subject the Fund to legal, regulatory, political, currency, security, and economic risks that\nare specific to South Korea. In addition, economic and political developments of South Korea’s neighbors, including escalated tensions\ninvolving North Korea and any outbreak of hostilities involving North Korea, or even the threat of an outbreak of hostilities, may have\na severe adverse effect on the South Korean economy.

Risks Related to Defiance Latin America Top\n10 ETF

\n \n \n \n \n

Latin America Investment Risk. Investments in companies that are domiciled in, listed in, or have substantial business exposure to Latin America involve risks that are specific to Latin America, including legal, regulatory, political and economic risks. Political and economic developments in Latin America may have an adverse effect on the region’s economy.

Risks Common to the Funds

Concentration Risk. Each Fund’s\ninvestment exposure will be concentrated in (or substantially exposed to) the same industry or group of industries to the extent the applicable\nIndex is so concentrated. In such event, the value of Shares may rise and fall more than the value of shares that invest in securities\nof companies in a broader range of industries.

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

Counterparties may seek to hedge their exposure\nto individual clients (such as the Funds) by establishing offsetting exposures with other clients, however, there is no guarantee that\ncounterparties will do so under all circumstances. Should a counterparty (e.g., a swap counterparty) terminate its relationship with a\nFund, such Fund will seek to utilize other counterparties to seek to maintain its exposures. In addition, a Fund may enter into swap agreements\nwith a limited number of counterparties, which may increase such Fund’s exposure to counterparty credit risk. Further, there is\na risk that no suitable counterparties will be willing to enter into, or continue to enter into, transactions with a Fund and, as a result,\nsuch Fund may not be able to achieve its investment objective.

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

Derivatives Risk. Derivatives are financial\ninstruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest\nrates or indexes. Each Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with\ndirectly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying\ninvestments or such Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity,\nvaluation and legal restrictions. The use of derivatives is a highly specialized activity that involves investment techniques and risks\ndifferent from those associated with ordinary portfolio securities transactions. The use of derivatives may result in larger losses or\nsmaller gains than directly investing in securities. When a Fund uses derivatives, there may be an imperfect correlation between the value\nof the underlying reference asset and the derivative, which may prevent such Fund from achieving its investment objective. Because derivatives\noften require only a limited initial investment, the use of derivatives may expose the Funds to losses in excess of those amounts initially\ninvested.

In addition, the Funds’ investments in\nderivatives are subject to the following risks:

Options Contracts. The use\nof options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions.\nThe prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying\ninstrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international\npolitical, changes in the actual or implied volatility of the reference asset, the time remaining until the expiration of the option contract\nand economic events. A Fund may experience substantial downside from specific option positions and certain option positions held by a\nFund may expire worthless. The options held by a Fund are exercisable at the strike price on their expiration date. As an option approaches\nits expiration date, its value typically increasingly moves with the value of the underlying instrument. However, prior to such date,\nthe value of an option generally does not increase or decrease at the same rate as the underlying instrument. There may at times be an\nimperfect correlation between the movement in values options contracts and the underlying instrument, and there may at times not be a\nliquid secondary market for certain options contracts. The value of the options held by a Fund will be determined based on market quotations\nor other recognized pricing methods. Additionally, as a Fund’s options contracts are exercised or expire it may enter into new options\ncontracts, a practice referred to as “rolling.” If the expiring options contracts do not generate proceeds enough to cover\nthe cost of entering into new options contracts, such Fund may experience losses.

Swap Agreements. The use\nof swap transactions is a highly specialized activity that involves investment techniques and risks different from those associated with\nordinary portfolio securities transactions. Whether a Fund will be successful in using swap agreements to achieve its investment goal\ndepends on the ability of the Adviser to structure such swap agreements in accordance with such Fund’s investment objective and\nto identify appropriate counterparties. If the Adviser is unable to enter into swap agreements that provide the desired synthetic exposure\nto the underlying security, such Fund may not meet its stated investment objective. Additionally, any financing, transaction, or other\ncosts associated with using swap transactions may have the effect of lowering such Fund’s return.

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

If the underlying security experiences\na significant price movement that causes a material change in a Fund’s net assets, the terms of a swap agreement between such Fund\nand its counterparty may permit the counterparty to close out the swap transaction with such Fund. In that event, such Fund may be unable\nto enter into another swap agreement or invest in other derivatives to maintain exposure consistent with its investment objective. This\nmay temporarily reduce such Fund’s ability to maintain its intended level of synthetic exposure until replacement transactions can\nbe established.

Certain of the swap agreements\nentered into by a Fund may be unfunded total return swaps, pursuant to which such Fund does not make an initial investment of the full\nnotional amount of the swap. As a result, that Fund is exposed to the risk that its counterparty will be unable to meet its obligations\nunder the swap agreement, and that Fund’s exposure to a counterparty generally equals the net amount owed to that Fund based on\nthe daily change in value of the reference asset. In the event of a counterparty default or insolvency, such Fund may incur losses in\nexcess of the collateral, if any, posted by the counterparty, and the timing and amount of any recovery may be uncertain. In addition,\nthe use of unfunded swap agreements may create economic leverage for such Fund, which may magnify gains and losses and increase the volatility\nof such Fund’s returns.

Equity Total Return Swaps. A\ntotal return swap (also sometimes referred to as a synthetic equity swap or “contract for difference” when written with respect\nto an equity security or basket of equity securities) is an agreement between two parties under which the parties agree to make payments\nto each other so as to replicate the economic consequences that would apply had a purchase or short sale of the underlying reference instrument\nor index thereof taken place. For example, one party agrees to pay the other party the total return earned or realized on the notional\namount of an underlying equity security and any dividends declared with respect to that equity security. In return the other party makes\npayments, typically at a floating rate, calculated based on the notional amount.

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

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

ETF Risks

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

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

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

Trading. Although Shares\nare listed on a national securities exchange, such as Nasdaq Stock Market, LLC or Cboe BZX Exchange, Inc. (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, or at all,\non any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of a Fund’s underlying\nportfolio holdings, which can be significantly less liquid than Shares. This adverse effect on liquidity for a Fund’s shares may\nlead to wider bid-ask spreads and differences between the market price of such Fund’s shares and the underlying value of the shares.

Liquidity Risk. In certain\ncircumstances, such as the disruption of the orderly markets for the financial instruments in which the Fund invests, a Fund might not\nbe able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Adviser.\nMarkets for the financial instruments in which a Fund invests may be disrupted by a number of events, including but not limited to economic\ncrises, health crises, natural disasters, excessive volatility, new legislation, or regulatory changes inside or outside of the U.S. These\nsituations may have an impact on the liquidity of a Fund’s own shares.

Focused Portfolio Risk. Each Fund will hold a relatively\nfocused portfolio that may contain exposure to the securities of fewer issuers than the portfolios of other ETFs. Holding a relatively\nfocused portfolio may increase the risk that the value of a Fund could go down because of the poor performance of one or a few investments.\nGenerally, Funds whose investments are focused in related, or a limited number of, countries, regions, sectors, companies or industries\n(e.g., different industries within broad sectors, such as technology or financial services), or in securities from issuers with high positive\ncorrelations to one another, are subject to greater overall risk than funds whose investments are more diversified.

A Fund that invests in the securities of a limited number of issuers\nis particularly exposed to adverse developments affecting those issuers. In such cases, a decline in the market price of a particular\nsecurity held by the Fund is likely to affect the Fund’s performance more than if the Fund invested in the securities of a larger\nnumber of issuers.

To the extent that a Fund focuses its investments in securities\ndenominated in a particular foreign currency or in investments tied economically to (or related to) a narrowly defined geographic area,\nit will be subject to increased risks, when compared with more diversified funds. The political and economic prospects of one country\nor group of countries within the same geographic region may affect other countries in that region. Similarly, a recession, debt crisis\nor decline in currency valuation in one country can spread to other countries. Furthermore, companies in a particular geographic region\nor country may be sensitive to the same events, such as weather, natural disasters, public health crises, or events affecting other companies\nin that region or country because of common characteristics, risk exposures and regulatory burdens. Issuers in the same area may also\nreact similarly to specific economic, market, political or other developments. See also “Foreign Securities Risk” below.

A Fund that focuses its investments in a certain type of issuer\nwill be particularly vulnerable to events affecting such type of issuer. Also, certain Funds may have greater risk to the extent they\ninvest a substantial portion of their assets in a group of related industries (or a “sector”). For example, the market prices\nof investments in the software, internet and semiconductor industries tend to fluctuate in response to investor sentiment regarding the\nbroader technology sector. The industries comprising any particular sector and investments in a particular foreign currency or in a narrowly\ndefined geographic area outside the United States may share common characteristics, are often subject to similar business risks and regulatory\nburdens, and react similarly to economic, market, political or other developments.

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

\n \n \n \n \n

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

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

		\n Depositary Receipt Risk. Depositary\n receipts involve risks similar to those associated with investments in foreign securities and give rise to certain additional risks. Depositary\n receipts listed on U.S. or foreign exchanges are issued by banks or trust companies and entitle the holder to all dividends and capital\n gains that are paid out on the underlying foreign shares (Underlying Shares). When a Fund invests in depositary receipts as a substitute\n for an investment directly in the Underlying Shares, that Fund is exposed to the risk that the depositary receipts may not provide a return\n that corresponds precisely with that of the Underlying Shares. \n
		Developed Markets Risk. Many developed market countries have heavy indebtedness, which may lead downward pressure on the economies of these countries. As a result, it is possible that interest rates on debt of certain developed countries may rise to levels that make it difficult for such countries to service high debt levels without significant help from other countries or from a central bank. Developed market countries generally are dependent on the economies of certain key trading partners. Changes in any one economy may cause an adverse impact on several developed countries.

Index Strategy Risk. Each Fund’s\nstrategy is linked to an Index maintained by the Index Provider that exercises complete control over the Index. The Index Provider may\ndelay or add a rebalance date, which may adversely impact the performance of a Fund and its correlation to the applicable Index. In addition,\nthere is no guarantee that the methodology used by the Index Provider to identify constituents for the Index will achieve its intended\nresult or positive performance. Errors in Index data, Index computations or the construction of the Index in accordance with its methodology\nmay occur from time to time and may not be identified and/or corrected for a period of time or at all, which may have an adverse impact\non the applicable Fund.

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

Liquidity Risk. Some securities held\nby a Fund may be difficult to sell or be illiquid, particularly during times of market turmoil. Markets for securities or financial instruments\ncould be disrupted by a number of events, including, but not limited to, an economic crisis, natural disasters, epidemics/pandemics, new\nlegislation or regulatory changes inside or outside the United States. Illiquid securities may be difficult to value, especially in changing\nor volatile markets. If a Fund is forced to sell an illiquid security at an unfavorable time or price, such Fund may be adversely impacted.\nThere is no assurance that a security that is deemed liquid when purchased will continue to be liquid. Market illiquidity may cause losses\nfor the Fund.

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

Market Capitalization Risk.

○         Large-Capitalization\nInvesting. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject\nto slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive\nchallenges, such as changes in technology and consumer tastes.

○         Mid-Capitalization\nInvesting. The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or\neconomic developments than securities of large-capitalization companies. The securities of mid-capitalization companies generally\ntrade in lower volumes and are subject to greater and more unpredictable price changes than large-capitalization stocks or the stock\nmarket as a whole.

○         Small-Capitalization\nInvesting. The securities of small-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic\ndevelopments than securities of large- or mid-capitalization companies. The securities of small-capitalization companies generally trade\nin lower volumes and are subject to greater and more unpredictable price changes than large- or mid-capitalization stocks or the stock\nmarket as a whole. There is typically less publicly available information concerning smaller-capitalization companies than for larger,\nmore established companies.

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

Non-Diversification Risk. Because each\nFund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller\nnumber of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller\nnumber of issuers could cause such Fund’s overall value to decline to a greater degree than if such Fund held a more diversified\nportfolio.

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

Passive Investment Risk. Each Fund invests\nin the securities included in, or representative of, its Index regardless of their investment merit. The Funds do not attempt to outperform\ntheir respective Indexes or take defensive positions in declining markets. As a result, a Fund’s performance may be adversely affected\nby a general decline in the market segments relating to its Index.

Privately Placed Securities Risk. A\nFund may have exposure to non-exchange-traded, privately placed securities, including securities issued by special purpose vehicles (“SPVs”),\nwhich are subject to liquidity and valuation risks. These risks may make such securities difficult to trade or value, particularly during\nadverse economic or liquidity conditions or following adverse changes in an issuer’s financial condition. The market for certain\nnon-exchange-traded securities may be limited to institutional investors, which may increase their liquidity risk. Less information may\nbe available regarding such securities and their issuers than regarding publicly traded securities, which may make it more difficult for\nthe Adviser to evaluate the risks of an investment and may place a Fund’s assets at greater risk of loss. In addition, issuers of\nnon-exchange-traded securities may be distressed, insolvent, or delinquent in filing information needed to be listed on an exchange. Disposing\nof non-exchange-traded securities, including privately placed securities, may involve time-consuming negotiations and legal expenses,\nand selling them promptly at an acceptable price may be difficult or impossible. Securities purchased in private placements may be subject\nto legal or contractual restrictions on resale. A Fund may have to bear the expense of registering restricted securities for resale and\nthe risk of substantial delay in effecting registration. When a Fund invests through an SPV, it may hold an interest in the SPV rather\nthan directly in the underlying private company. Accordingly, such Fund generally will have contractual rights against the SPV, rather\nthan direct rights against the underlying company, and those rights may be more limited than the SPV’s rights. A Fund will depend\non the SPV sponsor or manager to administer the SPV, exercise rights with respect to the underlying investment, provide information, enforce\ncontractual rights and distribute proceeds to investors. A Fund may have limited ability to direct the SPV’s activities or remove\nor replace its sponsor or manager, and the sponsor’s interests may conflict with those of such Fund. Sponsor compensation, organizational\nand administrative expenses, and distribution waterfalls may reduce such Fund’s returns. That Fund may also be adversely affected\nby the sponsor’s misconduct, negligence, insolvency or operational failures; creditor claims against the SPV; the failure to maintain\nthe SPV’s separate legal existence; the commingling or misapplication of assets; adverse tax or regulatory consequences; or the\nSPV’s failure to enforce its rights or distribute proceeds as intended. Any of these circumstances could reduce or eliminate the\nvalue of such Fund’s investment.

Tax Risk. Each Fund intends to elect\nand to qualify each year to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue\nCode of 1986, as amended (“Code”). As a RIC, a Fund will not be subject to U.S. federal income tax on the portion of its net\ninvestment income and net capital gain that it distributes to shareholders, provided that it satisfies certain requirements of the Code.\nIf a Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, such Fund’s taxable income\nwill be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply with\nthe asset diversification test applicable to a RIC, each Fund will attempt to ensure that the value of swap contracts on shares of a single\nissuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts and options on shares\nof a single issuer were to exceed 25% of a Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period\nto cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC.

Tracking Error Risk. While each Fund\ngenerally seeks to track the performance, before fees and expenses, of its applicable Index, the performance of a Fund and its Index may\ndiffer from each other for a variety of reasons. For example, a Fund incurs operating expenses and portfolio transaction costs not incurred\nby the Index. In addition, a Fund may not be fully invested in the securities of the Index at all times or may hold securities not included\nin the Index.

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

PORTFOLIO HOLDINGS INFORMATION

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

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

MANAGEMENT

Investment Adviser

Tidal Investments LLC (“Tidal”\nor the “Adviser”), a Tidal Financial Group company, located at 234 West Florida Street, Suite 700, Milwaukee, Wisconsin 53204,\nis an SEC-registered investment adviser and a Delaware limited liability company. Tidal was founded in March 2012 and is dedicated to\nunderstanding, researching and managing assets within the expanding ETF universe. As of August 31, 2026, Tidal had assets under management\nof approximately $62.2 billion and served as the investment adviser or sub-adviser for 430 registered funds.

Tidal serves as investment adviser to the Funds\nand has overall responsibility for the general management and administration of the Funds pursuant to an investment advisory agreement\nwith the Trust, on behalf of each Fund (the “Advisory Agreement”). The Adviser is responsible for the day-to-day management\nof the Funds’ portfolios, including determining the securities and financial instruments purchased and sold by each Fund and trading\nportfolio securities and financial instruments for each Fund, subject to the supervision of the Board. The Adviser also arranges for sub-advisory,\ntransfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. For the services\nprovided to the Funds, each Fund pays the Adviser a unitary management fee of 0.69%, which is calculated daily and paid monthly, at an\nannual rate based on such Fund’s average daily net assets.

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

Advisory Agreement

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

Portfolio Managers

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

Brett Johnson, Portfolio Manager for the\nAdviser

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

Christopher P. Mullen, Portfolio Manager for\nthe Adviser

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

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

Fund Sponsor

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

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

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

HOW TO BUY AND SELL SHARES

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

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

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

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

Book Entry

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

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

Frequent Purchases and Redemptions of Shares

None of the Funds impose any restrictions on the\nfrequency of purchases and redemptions of Shares. In determining not to approve a written, established policy, the Board evaluated the\nrisks of market timing activities by a Fund’s shareholders. Purchases and redemptions by APs, who are the only parties that may\npurchase or redeem Shares directly with a Fund, are an essential part of the ETF process and help keep Share trading prices in line with\nthe NAV. As such, the Funds accommodate frequent purchases and redemptions by APs. However, the Board has also determined that frequent\npurchases and redemptions for cash may increase tracking error and portfolio transaction costs and may lead to the realization of capital\ngains. To minimize these potential consequences of frequent purchases and redemptions, each Fund employs fair value pricing and may impose\ntransaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by such Fund in effecting\ntrades. In addition, each Fund and the Adviser reserve the right to reject any purchase order at any time.

Determination of Net Asset Value

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

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

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

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

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

Fair Value Pricing

The Board has designated the Adviser as the “valuation\ndesignee” for the Funds under Rule 2a-5 of the 1940 Act, subject to its oversight. The Adviser has adopted procedures and methodologies,\nwhich have been approved by the Board, to fair value Fund investments whose market prices are not “readily available” or are\ndeemed to be unreliable. For example, such circumstances may arise when: (i) an investment has been delisted or has had its trading halted\nor suspended; (ii) an investment’s primary pricing source is unable or unwilling to provide a price; (iii) an investment’s\nprimary trading market is closed during regular market hours; or (iv) an investment’s value is materially affected by events occurring\nafter the close of the investment’s primary trading market. Generally, when fair valuing an investment, the Adviser will take into\naccount all reasonably available information that may be relevant to a particular valuation including, but not limited to, fundamental\nanalytical data regarding the issuer, information relating to the issuer’s business, recent trades or offers of the investment,\ngeneral and/or specific market conditions, and the specific facts giving rise to the need to fair value the investment. Fair value determinations\nare made in good faith and in accordance with the fair value methodologies included in the Adviser’s valuation procedures. The Adviser\nwill fair value Fund investments whose market prices are not “readily available” or are deemed to be unreliable. Due to the\nsubjective and variable nature of fair value pricing, there can be no assurance that the Adviser will be able to obtain the fair value\nassigned to the investment upon the sale of such investment.

Delivery of Shareholder Documents – Householding

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

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Dividends and Distributions

Each Fund intends to pay out dividends and\ninterest income, if any, annually, and distribute any net realized capital gains to its shareholders at least annually.

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

Taxes

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

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

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

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

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

Distributions reported by a Fund as “qualified\ndividend income” are generally taxed to non-corporate shareholders at rates applicable to long-term capital gains, provided certain\nholding period and other requirements are met. “Qualified dividend income” generally is income derived from dividends paid\nby U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under\ncertain U.S. income tax treaties. In addition, dividends that a Fund receives in respect of stock of certain foreign corporations may\nbe qualified dividend income if that stock is readily tradable on an established U.S. securities market. Corporate shareholders may be\nentitled to a dividends-received deduction for the portion of dividends they receive from a Fund that are attributable to dividends received\nby such Fund from U.S. corporations, subject to certain limitations. Given the investment strategies of the Funds, it is unlikely that\nany dividends paid by a Fund will be qualified dividends or be eligible for the corporate dividends paid deduction.

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

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

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

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

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

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

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

Taxes When Shares are Sold on the Exchange

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

Taxes on Purchases and Redemptions of Creation Units

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

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

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

Foreign Investments by the Fund

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

Important Tax Considerations When Purchasing Fund Shares

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

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

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

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

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

DISTRIBUTION

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

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

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

PREMIUM/DISCOUNT INFORMATION

Information regarding how often Shares of the\nFunds are traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of such Fund can be found\non the Funds’ website at www.defianceetfs.com.

ADDITIONAL NOTICES

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

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

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

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

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

FINANCIAL HIGHLIGHTS

This section would ordinarily include Financial\nHighlights. The Financial Highlights table is intended to help you understand the performance of the Funds for their respective periods\nof operations. Because the Funds have not yet completed an initial fiscal period as of the date of this Prospectus, no Financial Highlights\nare shown.

Defiance ETFs

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

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

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

Statement of Additional Information: The\nFunds’ SAI provides additional details about the investments of each Fund and certain other additional information. A current SAI\ndated October 2, 2026, as supplemented from time to time, is on file with the SEC and is herein incorporated by reference into this Prospectus.\nIt is legally considered a part of this Prospectus.

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

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

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

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

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

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

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

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

$\"\"$

Defiance Europe AI Leaders ETF (EUAI)

Defiance Japan AI Leaders ETF (JPAI)

Defiance Taiwan AI Leaders ETF (TWAI)

Defiance Korea Robotics Top 10 ETF (KRBT)

Each, listed on The Nasdaq Stock Market,\nLLC

Defiance Global Robotics Top 10 ETF (ROB)

Defiance Latin America Top 10 ETF (LTEN)

Each, listed on Cboe BZX Exchange, Inc.

STATEMENT OF ADDITIONAL INFORMATION

October 2, 2026

This Statement of Additional Information (“SAI”)\nis not a prospectus and should be read in conjunction with the Prospectus for the Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders\nETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, and Defiance Latin America\nTop 10 ETF (each a “Fund” and collectively the “Funds”), each a series of Tidal Trust V (the “Trust”),\ndated October 2, 2026, as may be supplemented from time to time (the “Prospectus”). Capitalized terms used in this SAI that\nare not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be obtained without charge,\nby calling the Funds at (833) 333-9383, visiting www.defianceetfs.com or writing to the Funds at Defiance ETFs, c/o U.S. Bank Global Fund\nServices P.O. Box 219252 Kansas City, Missouri 64121-9252.

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

TABLE OF CONTENTS

	Page
General Information about the Trust	1
Additional Information about Investment Objectives, Policies, and Related Risks	1
Description of Permitted Investments	2
Investment Restrictions	17
Exchange Listing and Trading	18
Management of the Trust	18
Principal Shareholders, Control Persons and Management Ownership	23
Codes of Ethics	23
Proxy Voting Policies	23
Investment Adviser	24
Portfolio Managers	24
The Distributor	25
Administrator	27
Transfer Agent and Fund Accountant	27
Custodian	27
Legal Counsel	27
Independent Registered Public Accounting Firm	28
Portfolio Holdings Disclosure Policies and Procedures	28
Description of Shares	28
Limitation of Trustees’ Liability	28
Brokerage Transactions	28
Portfolio Turnover Rate	30
Book Entry Only System	30
Purchase and Redemption of Shares in Creation Units	31
Determination of Net Asset Value	36
Dividends and Distributions	37
U.S. Federal Income Taxes	37
Financial Statements	43

GENERAL INFORMATION ABOUT THE TRUST

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

Each\nFund offers and issues Shares at its net asset value (“NAV”) only in aggregations of a specified number of Shares (each,\na “Creation Unit”). The Funds generally offers and issues Shares in exchange for a basket of securities (“Deposit\nSecurities”) together with the deposit of a specified cash payment (“Cash Component”). The Trust reserves the\nright to permit or require the substitution of a “cash in lieu” amount (“Deposit Cash”) to be added to the\nCash Component to replace any Deposit Security. Shares of each of Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF,\nDefiance Taiwan AI Leaders ETF, and Defiance Korea Robotics Top 10 ETF is listed on The Nasdaq Stock Market, LLC (the “NASDAQ”) and\neach of Defiance Global Robotics Top 10 ETF and Defiance Latin America Top 10 ETF is listed on Cboe BZX Exchange, Inc. (the\n “Cboe BZX”). Shares of each Fund trade on the NASDAQ or Cboe BZX at market prices that may differ from the Shares’\nrespective NAV. Shares are also redeemable only in Creation Unit aggregations, and generally in exchange for portfolio securities\nand a specified cash payment, or entirely for cash. As a practical matter, only institutions or large investors, known as\n“Authorized Participants” or “APs,” purchase or redeem Creation Units. Except when aggregated in Creation\nUnits, Shares are not individually redeemable.

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

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

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

With respect to a Fund’s investments, unless\notherwise noted, if a percentage limitation on investment is adhered to at the time of investment or contract, a subsequent increase or\ndecrease as a result of market movement or redemption will not result in a violation of such investment limitation.

Non-Diversification

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

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

General Risks

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

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

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

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

DESCRIPTION OF PERMITTED INVESTMENTS

The following are descriptions of the permitted\ninvestments and investment practices and the associated risk factors. The Funds will invest in any of the following instruments or engage\nin any of the following investment practices only if such investment or activity is consistent with such Fund’s investment objective\nand permitted by such Fund’s stated investment policies. In addition, certain of the techniques and investments discussed in this\nSAI are not principal strategies of the Funds as disclosed in the Prospectus, and while such techniques and investments are permissible\nfor a Fund to utilize, such Fund is not required to utilize such non-principal techniques or investments.

Borrowing

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

Equity Securities

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

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

Types of Equity Securities:

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

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

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

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

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

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

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

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

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

When purchasing a security on a when-issued basis,\na Fund assumes the rights and risks of ownership of the security, including the risk of price and yield changes. At the time of settlement,\nthe value of the security may be more or less than the purchase price. The yield available in the market when the delivery takes place\nalso may be higher than those obtained in the transaction itself. Because a Fund does not pay for the security until the delivery date,\nthese risks are in addition to the risks associated with its other investments.

SEC Rule 18f-4 under the 1940 Act\n(“Rule 18f-4” or the “Derivatives Rule”) permits a Fund to invest in securities on a when-issued or\nforward-settling basis, or with a non-standard settlement cycle, notwithstanding the limitation on the issuance of senior securities\nin Section 18 of the 1940 Act, provided that the Fund intends to physically settle the transaction and the transaction will settle\nwithin 35 days of its trade date (the “Delayed-Settlement Securities Provision”). A when-issued, forward-settling, or\nnon-standard settlement cycle security that does not satisfy the Delayed-Settlement Securities Provision is treated as a derivatives\ntransaction under Rule 18f-4.

Foreign Securities

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

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

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

Foreign Currencies

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

Illiquid and Restricted Investments

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

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

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

Investment Company Securities

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

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

The Funds may also rely on Rule 12d1-4 under the\n1940 Act, which provides an exemption from Section 12(d)(1) that allows a Fund to invest all of its assets in other registered funds,\nincluding ETFs, if such Fund satisfies certain conditions specified in the Rule, including, among other conditions, that the Fund and\nits advisory group will not control (individually or in the aggregate) an acquired fund (e.g., hold more than 25% of the outstanding voting\nsecurities of an acquired fund that is a registered open-end management investment company).

The Funds may rely on Section 12(d)(1)(F) and\nRule 12d1-3 of the 1940 Act, which provide an exemption from Section 12(d)(1) that allows a Fund to invest all of its assets in other\nregistered funds, including ETFs, if, among other conditions: (1) the Fund, together with its affiliates, acquires no more than three\npercent of the outstanding voting stock of any acquired fund; and (2) the sales load charged on Shares is no greater than the limits set\nforth in Rule 2830 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Money Market Funds

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

Other Short-Term Instruments

The Funds 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 generally\nshort-term investments that may include but are not limited to: (1) shares of money market funds; (2) obligations issued or guaranteed\nby the U.S. government, its agencies, or instrumentalities (including government-sponsored enterprises); (3) negotiable certificates of\ndeposit (“CDs”), bankers’ acceptances, fixed time deposits and other obligations of U.S. and foreign banks (including\nforeign branches) and similar institutions; (4) commercial paper rated at the date of purchase “Prime-1” by Moody’s\nInvestors Service or “A-1” by S&P Global Ratings or, if unrated, of comparable quality as determined by the Adviser; (5)\nnon-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of not more than\n397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (6) short-term U.S. dollar-denominated\nobligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser, are of comparable quality to obligations of\nU.S. banks which may be purchased by a Fund. Any of these instruments may be purchased on a current or a forward-settled basis. Money\nmarket instruments also include shares of money market funds. Time deposits are non-negotiable deposits maintained in banking institutions\nfor specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on commercial banks by borrowers,\nusually 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 factors\n(a “reference instrument”) and may relate to stocks, bonds, interest rates, credit, currencies, commodities or related indices.\nDerivative instruments can provide an efficient means to gain or reduce exposure to the value of a reference instrument without actually\nowning or selling the instrument. Some common types of derivatives include options, futures, forwards and swaps.

Derivative instruments may be used to modify the\neffective duration of a Fund’s portfolio investments. Derivative instruments may also be used for “hedging,” which means\nthat they may be used when the Adviser seeks to protect a Fund’s investments from a decline in value resulting from changes to interest\nrates, market prices, currency fluctuations, or other market factors. Derivative instruments may also be used for other purposes, including\nto seek to increase liquidity, provide efficient portfolio management, broaden investment opportunities (including taking short or negative\npositions), implement a tax or cash management strategy, gain exposure to a particular security or segment of the market and/or enhance\ntotal return. However derivative instruments are used, their successful use is not assured and will depend upon, among other factors,\nthe Adviser’s ability to gauge relevant market movements.

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

Rule 18f-4 regulates the ability of a Fund to\nenter into derivative transactions and other leveraged transactions. The Derivatives Rule defines the term “derivatives” to\ninclude short sales and forward contracts, such as TBA transactions, in addition to instruments traditionally classified as derivatives,\nsuch as swaps, futures, and options. Rule 18f-4 also regulates other types of leveraged transactions, such as reverse repurchase transactions\nand transactions deemed to be “similar to” reverse repurchase transactions, such as certain securities lending transactions\nin connection with which a Fund obtains leverage. Among other things, under Rule 18f-4, a Fund is prohibited from entering into these\nderivatives transactions except in reliance on the provisions of the Derivatives Rule. The Derivatives Rule establishes limits on the\nderivatives transactions that a Fund may enter into based on the value-at-risk (“VaR”) of the Fund inclusive of derivatives.\nA Fund will generally satisfy the limits under the Rule if the VaR of its portfolio (inclusive of derivatives transactions) does not exceed\n200% of the VaR of its “designated reference portfolio.” The “designated reference portfolio” is a representative\nunleveraged index or a Fund’s own portfolio absent derivatives holdings, as determined by such Fund’s derivatives risk manager.\nThis limits test is referred to as the “Relative VaR Test.” If a Fund determines that the Relative VaR Test is not appropriate\nin light of its strategy, subject to specified conditions, the Fund may instead comply with the “Absolute VaR Test.” A Fund\nwill satisfy the Absolute VaR Test if the VaR of its portfolio does not exceed 20% of the value of the Fund’s net assets.

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

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

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

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

To the extent a Fund invests in futures contracts,\nsuch Fund will generally buy and sell futures contracts only on contract markets (including exchanges or boards of trade) where there\nappears to be an active market for the futures contracts, but there is no assurance that an active market will exist for any particular\ncontract or at any particular time. An active market makes it more likely that futures contracts will be liquid and bought and sold at\ncompetitive market prices. In addition, many of the futures contracts available may be relatively new instruments without a significant\ntrading history. As a result, there can be no assurance that an active market will develop or continue to exist.

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

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

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

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

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

If the Adviser’s investment judgment about\nthe general direction of market prices or interest or currency exchange rates is incorrect, a Fund’s overall performance will be\npoorer than if it had not entered into a futures contract. For example, if a Fund has purchased futures to hedge against the possibility\nof an increase in interest rates that would adversely affect the price of bonds held in its portfolio and interest rates instead decrease,\nsuch Fund will lose part or all of the benefit of the increased value of the bonds which it has hedged. This is because its losses in\nits 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 market\nis subject to fluctuations and distortions due to differences in the nature of those two markets. First, all participants in the futures\nmarket are subject to initial deposit and variation margin requirements. Rather than meeting additional variation margin requirements,\ninvestors may close futures contracts through offsetting transactions that could distort the normal pricing spread between the cash and\nfutures markets. Second, the liquidity of the futures markets depends on participants entering into offsetting transactions rather than\nmaking or taking delivery of the underlying instrument. To the extent participants decide to make or take delivery, liquidity in the futures\nmarket could be reduced, resulting in pricing distortion. Third, from the point of view of speculators, the margin deposit requirements\nthat apply in the futures market are less onerous than similar margin requirements in the securities market. Therefore, increased participation\nby speculators in the futures market may cause temporary price distortions.

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

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

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

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

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

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

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

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

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

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

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

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

If a Fund writes a covered call option, any underlying\nreference instruments that are held by the Fund and are subject to the call option will be earmarked on the books of such Fund as segregated\nto satisfy its obligations under the option. A Fund will be unable to sell the underlying reference instruments that are subject to the\nwritten call option until it either effects a closing transaction with respect to the written call, or otherwise satisfies the conditions\nfor release of the underlying reference instruments from segregation.

As the writer of a covered call option, a Fund\ngives up the potential for capital appreciation above the exercise price of the option should the underlying reference instrument rise\nin value. If the value of the underlying reference instrument rises above the exercise price of the call option, the reference instrument\nwill likely be “called away,” requiring a Fund to sell the underlying instrument at the exercise price. In that case, the\nFund will sell the underlying reference instrument to the option buyer for less than its market value, and such Fund will experience a\nloss (which will be offset by the premium received by the Fund as the writer of such option). If a call option expires unexercised, the\nFund will realize a gain in the amount of the premium received. If the market price of the underlying reference instrument decreases,\nthe call option will not be exercised and the Fund will be able to use the amount of the premium received to hedge against the loss in\nvalue of the underlying reference instrument. The exercise price of a call option will be chosen based upon the expected price movement\nof the underlying reference instrument. The exercise price of a call option may be below, equal to (at-the-money), or above the current\nvalue of the underlying reference instrument at the time the option is written.

As the writer of a put option, a Fund has a risk\nof loss should the underlying reference instrument decline in value. If the value of the underlying reference instrument declines below\nthe exercise price of the put option and the put option is exercised, the Fund, as the writer of the put option, will be required to buy\nthe instrument at the exercise price, which will exceed the market value of the underlying reference instrument at that time. A Fund will\nincur a loss to the extent that the current market value of the underlying reference instrument is less than the exercise price of the\nput option. However, the loss will be offset in part by the premium received from the buyer of the put. If a put option written by a Fund\nexpires unexercised, such Fund will realize a gain in the amount of the premium received.

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

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

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

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

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

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

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

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

Most swaps entered into by a Fund provide for\nthe calculation and settlement of the obligations of the parties to the agreement on a “net basis” with a single payment.\nConsequently, a Fund’s current obligations (or rights) under a swap will generally be equal only to the net amount to be paid or\nreceived under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”).\nOther swaps may require initial premium (discount) payments as well as periodic payments (receipts) related to the interest leg of the\nswap or to the return on the reference entity. A Fund’s current obligations under the types of swaps that the Fund expects to enter\ninto will be accrued daily (offset against any amounts owed to the Fund by the counterparty to the swap) and any accrued but unpaid net\namounts owed to a swap counterparty will be collateralized by the Fund posting collateral to a tri-party account between the Fund’s\ncustodian, the Fund, and the counterparty. However, typically no payments will be made until the settlement date. Swap agreements do not\ninvolve the delivery of securities or other underlying assets. Accordingly, if a swap is entered into on a net basis and if the counterparty\nto a swap agreement defaults, a Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled\nto receive, if any.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The risk of loss to a 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 a Fund, the risk of loss to the Fund is loss of the entire amount that the Fund is entitled to receive.\nIf a Fund is obligated to pay the net amount, the Fund’s risk of loss is generally limited to that net amount. If the swap agreement\ninvolves the exchange of the entire principal value of a security, the entire principal value of that security is subject to the risk\nthat the other party to the swap will default on its contractual delivery obligations. In addition, a Fund’s risk of loss also includes\nany margin at risk in the event of default by the counterparty (in an uncleared swap) or the central counterparty or FCM (in a cleared\nswap), plus any transaction costs.

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

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

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

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

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

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

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

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

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

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

Repurchase Agreements

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

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

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

Securities Lending

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

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

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

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

Tax Risks

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

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

INVESTMENT RESTRICTIONS

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

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

\n \n \n \n \n

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

\n \n \n \n \n

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

\n \n \n \n \n

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

\n \n \n \n \n

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

\n \n \n \n \n

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

\n \n \n \n \n

Concentrate\n its investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries except that, to\n the extent its Index is concentrated in a particular industry or group of related industries, the Fund will concentrate its\n investments in that same industry or group of related industries to the same extent. For purposes of this limitation, securities of\n the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by securities of the U.S.\n government (including its agencies and instrumentalities), registered investment companies and tax-exempt securities of state or\n municipal governments and their political subdivisions, are not considered to be issued by members of any industry.

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

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

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

EXCHANGE LISTING AND TRADING

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

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

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

MANAGEMENT OF THE TRUST

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

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

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

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

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

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

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

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

Name\n and \n Year of Birth	Position \n Held with \n the Trust	Term of Office \n and Length of \n Time Served⁽¹⁾	Principal\n Occupation(s) \n During Past 5 Years	Number of Portfolios \n in Fund \n Complex⁽²⁾Overseen \n by Trustee	Other Directorships Held \n by Trustee During Past 5 \n Years
Independent\n Trustees⁽³⁾
John\n Hagist \n Born: 1971	Trustee	Indefinite\n term; \n since 2026	Partner,\n Northview Park Holdings, LLC (since 2020).	36	N/A
Michelle\n McDonough \n Born: 1980	Trustee	Indefinite\n term; \n since 2026	Chief\n Operating Officer, Trillium Asset Management LLC (2010 to 2024).	530	Trillium\n Asset Management, LLC (2020 to 2024); Trustee of Tidal Trust II (since 2022)
David\n Norris \n Born: 1976	Trustee	Indefinite\n term; \n since 2026	Consulting\n work with Rubin Brown, CPA Services (since 2024); Consulting work with RedRidge Diligence Services (2023 to 2024); Chief Operating\n Officer, RedRidge Diligence Services (2011 to 2023).	530	Trustee\n of Tidal Trust II (since 2022)

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

Name\n and \n Year of Birth	Position\n \n Held \n with \n the \n Trust	Term\n of \n Office \n and \n Length of \n Time \n Served⁽¹⁾	Principal\n Occupation(s) \n During Past 5 Years	Number \n of \n Portfolios \n in \n Fund \n Complex⁽²⁾ \n Overseen \n by \n Trustee	Other\n \n Directorships \n Held \n by Trustee \n During \n Past 5 Years
Interested\n Trustee
Eric\n W. Falkeis⁽⁴⁾ \n Born: 1973	Trustee\n and Chairman	Trustee\n since 2026, Indefinite term; and Chairman, since 2026, Indefinite term	Chief\n Operating Officer, Tidal Investments LLC (since 2023); Chief Executive Officer, Tidal ETF Services LLC (since 2018).	752	Independent\n Director, Muzinich Direct Lending Income Fund, Inc. (since 2023); Independent Director, Muzinich BDC, Inc. (since 2019); Trustee,\n Professionally Managed Portfolios (27 series) (since 2011); Trustee and Chairman of Tidal Trust I (since 2018); Trustee and Chairman\n of Tidal Trust II (since 2022); Trustee and Chairman of Tidal Trust III (since 2025); Trustee and Chairman of Tidal Trust IV (since\n 2025).

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

⁽¹⁾	The Trustees have designated a mandatory retirement age of 78, such that each Trustee, serving as such on the date he or she reaches the age of 78, shall submit his or her resignation not later than the last day of the calendar year in which his or her 78th birthday occurs.
⁽²⁾	The group of Funds sponsored by Tidal and managed by the Adviser or its affiliates, including Tidal Trust I, Tidal Trust II, Tidal Trust III, Tidal Trust IV and the Trust (Tidal Trust V).
⁽³⁾	None of the Independent Trustees of the Trust are “interested persons” of the Trust as defined under the 1940 Act.
⁽⁴⁾	Mr. Falkeis is considered an “interested person” of the Trust due to his positions as Chairman of the Trust and Chief Executive Officer of Tidal ETF Services LLC, a Tidal Financial Group company and an affiliate of the Adviser.

Individual Trustee Qualifications

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

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

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

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

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

The Board has concluded that Mr. Falkeis should\nserve as a Trustee because of his substantial investment company experience and his experience with financial, accounting, investment,\nand regulatory matters through his former position as Senior Vice President and Chief Financial Officer (and other positions) of U.S.\nBancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), a full service provider\nto ETFs, mutual funds, and alternative investment products, from 1997 to 2013, as well as a Trustee and Chairman of Tidal Trust I, from\n2018 to present, Trustee and Chairman of Tidal Trust II, from 2022 to present, Trustee and Chairman of Tidal Trust III, from 2025 to present,\nTrustee and Chairman of Tidal Trust IV, from 2025 to present, and Trustee and Chairman of Tidal Trust V, from 2025 to present. In addition,\nhe has experience consulting with investment advisors regarding the legal structure of mutual funds, distribution channel analysis, and\nactual distribution of those funds. Mr. Falkeis also has substantial managerial, operational, technological, and risk oversight related\nexperience through his former position as Chief Operating Officer of the advisers to the Direxion mutual fund and ETF complex. Mr. Falkeis’\nexperience, qualifications, attributes, or skills, on an individual basis and in combination with those of the other Trustees, led to\nthe Board’s conclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities\nwith respect to the Trust.

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

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

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

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

Principal Officers of the Trust

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

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

Name\n and \n Year of Birth	Position(s) \n Held \n with the Trust	Term of \n Office \n and \n Length of \n Time \n Served⁽¹⁾	Principal\n Occupation(s) \n During Past 5 Years
Joel\n L. Weiss \n Born: 1963 \n	President\n and Principal Executive Officer	Indefinite\n term; \n since 2026	Senior\n Vice President of Board Management of Tidal ETF Services LLC since August 2025; President of JW Fund Management LLC from June 2016\n to July 2025; Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms from 1993 to\n June 2016.
William\n H. Woolverton, Esq. \n Born: 1951	Chief\n Compliance Officer and AML Compliance Officer	Indefinite\n Term; \n since 2025	Chief\n Compliance Officer (since 2023), Compliance Adviser (2022 to 2023), Tidal Investments LLC; Senior Compliance Adviser, ACA Global\n (2020 to 2023); Director, Hadron Specialty Insurance Company (since 2023) Operating Partner, Altamont Capital Partners (private equity\n firm) (since 2021).
Aaron\n J. Perkovich \n Born: 1973	Treasurer,\n Principal Financial Officer, and Principal Accounting Officer	Indefinite\n term; \n since 2025	Senior\n Vice President of Fund Administration (since 2024), Head of Fund Administration (2023 to 2024), Fund Administration Manager (2022\n to 2023), Tidal ETF Services LLC; Assistant Director Investments, Mason Street Advisors, LLC (2021 to 2022); Vice President, U.S.\n Bancorp Fund Services, LLC (2006 to 2021).
Lissa\n M. Richter \n Born: 1979	Vice\n President and Secretary	Indefinite\n term; \n since 2025	Vice\n President of Fund Governance and Compliance (since 2024), ETF Regulatory Manager, Tidal ETF Services LLC (2021 to 2024).

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

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

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

Board Compensation.

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

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

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

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

\n \n \n \n \n

⁽¹⁾

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

PRINCIPAL SHAREHOLDERS, CONTROL PERSONS AND\nMANAGEMENT OWNERSHIP

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

As of the date of this SAI, the Funds have not\nyet commenced operations and no Shares were outstanding.

CODES OF ETHICS

The Trust and the Adviser have each adopted codes\nof ethics pursuant to Rule 17j-1 of the 1940 Act. These codes of ethics are designed to prevent affiliated persons of the Trust and the\nAdviser from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by a Fund\n(which may also be held by persons subject to the codes of ethics). Each code of ethics permits personnel subject to that code of ethics\nto invest in securities for their personal investment accounts, subject to certain limitations, including limitations related to securities\nthat may be purchased or held by the Funds. The Distributor (as defined below) relies on the principal underwriters exception under Rule\n17j-1(c)(3), specifically where the Distributor is not affiliated with the Trust or the Adviser and no officer, director, or general partner\nof the Distributor serves as an officer, director, or general partner of the Trust or the Adviser.

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

PROXY VOTING POLICIES

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

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

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

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

INVESTMENT ADVISER

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

Pursuant to the Investment Advisory Agreement\n(the “Advisory Agreement”), the Adviser provides investment advice to the Fund and oversees the day-to-day operations of the\nFund, subject to the direction and oversight of the Board. The Adviser is responsible for the day-to-day management of the Fund’s\nportfolio, including determining the securities and financial instruments purchased and sold by the Fund. The Adviser is responsible for\ntrading portfolio securities and financial instruments for the Fund, including selecting broker-dealers to execute purchase and sale transactions.\nUnder the Advisory Agreement, the Adviser is also responsible for arranging transfer agency, custody, fund administration and accounting,\nand other related services necessary for the Fund to operate. The Adviser administers the Fund’s business affairs, provides office\nfacilities and equipment and certain clerical, bookkeeping, and administrative services. Under the Advisory Agreement, in exchange for\na single unitary management fee from the Fund, the Adviser has agreed to pay all expenses incurred by the Fund except for the Excluded\nExpenses, as defined in the Prospectus. For services provided to the Fund, the Fund pays the Adviser a unitary management fee at an annual\nrate of 0.69%, which is calculated daily and paid monthly based on the Fund’s average daily net assets.

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

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

The Funds will report fees paid to the Adviser\nonce their initial fiscal periods are completed.

PORTFOLIO MANAGERS

The Funds are managed by Brett Johnson and\nChristopher P. Mullen, each a Portfolio Manager for the Adviser.

Other Accounts. In addition to\nthe Funds, the portfolio managers managed the following other accounts as of August 31, 2026.

Brett Johnson, 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

Type\n of Accounts	Total \n Number \n of \n Accounts	Total \n Assets \n of \n Accounts \n (in millions)	Total\n Number \n of Accounts \n Subject to \n a Performance- \n Based Fee	Total\n Assets \n of Accounts \n Subject to \n a Performance- \n Based Fee \n (in millions)
Registered\n Investment Companies	6	$113	0	$0
Other\n Pooled Investment Vehicles	0	$0	0	$0
Other\n Accounts	0	$0	0	$0

Christopher P. Mullen, Portfolio Manager for the Adviser

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

Type\n of Accounts	Total \n Number \n of \n Accounts	Total \n Assets \n of \n Accounts \n (in millions)	Total\n Number \n of Accounts \n Subject to \n a Performance- \n Based Fee	Total\n Assets \n of Accounts \n Subject to \n a Performance- \n Based Fee \n (in millions)
Registered\n Investment Companies	97	$5,421	0	$0
Other\n Pooled Investment Vehicles	0	$0	0	$0
Other\n Accounts	0	$0	0	$0

Portfolio Manager Fund Ownership. The\nFunds are required to show the dollar range of the portfolio manager’s “beneficial ownership” of Shares as of the end\nof the most recently completed fiscal year. Dollar amount ranges disclosed are established by the SEC. “Beneficial ownership”\nis determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. As of the date of this SAI, the Funds have not yet commenced operations\nand no Shares were owned by the portfolio manager.

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

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

THE DISTRIBUTOR

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

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

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

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

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

Intermediary\nCompensation. The Adviser or its affiliates, out of their own resources and not out of Fund assets (i.e., without\nadditional cost to each Fund or its shareholders), may pay certain broker dealers, banks and other financial intermediaries\n(“Intermediaries”) for certain activities related to the Funds, including participation in activities that are designed\nto make Intermediaries more knowledgeable about exchange traded products, including the Funds, or for other activities, such as\nmarketing and educational training or support. These arrangements are not financed by the Funds and, thus, do not result in\nincreased Fund expenses. They are not reflected in the fees and expenses listed in the fees and expenses sections of the\nFunds’ Prospectus and they do not change the price paid by investors for the purchase of Shares or the amount received by a\nshareholder as proceeds from the redemption of Shares.

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

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

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

Distribution (Rule 12b-1) Plan. The\nTrust has adopted a Distribution (Rule 12b-1) Plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the\n1940 Act. No payments pursuant to the Plan are expected to be made during the twelve (12) month period from the date of this SAI. Rule\n12b-1 fees to be paid by a Fund under the Plan may only be imposed after approval by the Board.

Continuance of the Plan must be approved annually\nby a majority of the Trustees of the Trust and by a majority of the Trustees who are not interested persons (as defined in the 1940 Act)\nof the Trust and have no direct or indirect financial interest in the Plan or any agreements related to the Plan (“Independent Trustees”).\nNone of the Independent Trustees have a direct or indirect financial interest in the Plan or in any agreements related to the Plan. The\nPlan may be continued from year-to-year only if the Board, including a majority of the Independent Trustees, concludes at least annually\nthat continuation of the Plan is likely to benefit shareholders. The Board has determined that the Plan is likely to benefit the Funds\nby providing an incentive for brokers, dealers, and other financial intermediaries to engage in sales and marketing efforts on behalf\nof the Funds and to provide enhanced services to shareholders. The Board also determined that the Plan may enhance the Funds’ ability\nto sell shares and access important distribution channels.

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

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

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

ADMINISTRATOR

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

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

TRANSFER AGENT AND FUND ACCOUNTANT

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

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

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

CUSTODIAN

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

LEGAL COUNSEL

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND\nPROCEDURES

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

DESCRIPTION OF SHARES

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

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

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

LIMITATION OF TRUSTEES’ LIABILITY

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

BROKERAGE TRANSACTIONS

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

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

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

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

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

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

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

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

The Funds are new and have not paid any brokerage\ncommissions as of the date of this SAI.

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

The Funds are required to identify the securities\nof their “regular brokers or dealers” that each Fund has acquired during its most recent fiscal year. The Funds are new and\ndid not own equity securities of their regular broker-dealers or their parent companies as of the date of this SAI.

Directed Brokerage

The Funds are new and have not paid any commissions\non brokerage transactions directed to brokers pursuant to an agreement or understanding whereby the broker provides research or other\nbrokerage services to the Adviser.

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

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

PORTFOLIO TURNOVER RATE

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

The Funds are new and do not have portfolio turnover\nrates to report as of the date of this SAI.

BOOK ENTRY ONLY SYSTEM

The Depository Trust Company (“DTC”)\nacts as securities depositary for Shares. Shares are represented by securities registered in the name of DTC or its nominee, Cede &\nCo., and deposited with, or on behalf of, DTC. Except in limited circumstances set forth below, certificates will not be issued for Shares.\nDTC is a limited-purpose trust company that was created to hold securities of its participants (the “DTC Participants”) and\nto facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic\nbook-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates.\nDTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations,\nsome of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the NYSE\nand FINRA. Access to the DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through\nor maintain a custodial relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).

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

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

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

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

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

PURCHASE AND REDEMPTION OF SHARES IN CREATION\nUNITS

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

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

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

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

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

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

Cash Purchase. The Trust may at its\ndiscretion permit full or partial cash purchases of Creation Units of a Fund. When full or partial cash purchases of Creation Units are\navailable or specified for a Fund, they will be effected in essentially the same manner as in-kind purchases thereof. In the case of\na full or partial cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise\nbe required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser together\nwith a creation transaction fee and non-standard charges, as may be applicable.

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

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

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

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

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

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

Issuance of a Creation Unit. Except\nas provided in this SAI, Creation Units will not be issued until the transfer of good title to the Trust of the Deposit Securities or\npayment of Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the required Deposit Securities\n(or the cash value thereof) have been delivered to the account of the Custodian (or sub-custodian, as applicable), the Transfer Agent\nand the Adviser shall be notified of such delivery, and the Trust will issue and cause the delivery of the Creation Units. The typical\nsettlement date for each transaction will generally be between 4:00 p.m. Eastern time and 5:00 p.m. Eastern time on the Business Day prior\nto the day of the transaction (also known as T-1 or T minus one Order Window)), unless the Fund and Authorized Participant agree to a\ndifferent timeline for settlement or the transaction is exempt from the requirements of Rule 15c6-1 under the 1934 Act. Due\nto the schedule of holidays in certain countries, however, the delivery of Shares may take longer than one Business Day following the\nday on which the purchase order is received. In such cases, the local market settlement procedures will not commence until the end of\nlocal holiday periods. The Authorized Participant shall be liable to the Funds for losses, if any, resulting from unsettled orders.

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

Acceptance of Orders of Creation Units. The Trust reserves the\nright to reject an order for Creation Units transmitted to it by the Transfer Agent with respect to a Fund including, if (a) the order\nis not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the Authorized Participant are not as disseminated\nthrough the facilities of the NSCC for that date by the Custodian; (c) the investor(s), upon obtaining Shares ordered, would own 80% or\nmore of the currently outstanding Shares of the Fund; (d) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful;\n(e) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or (f) in the\nevent that circumstances outside the control of the Trust, the Custodian, the Transfer Agent and/or the Adviser make it for all practical\npurposes not feasible to process orders for Creation Units.

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

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

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

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

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

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

Name\n of Fund	Fixed\n Creation \nTransaction Fee	Maximum\n Variable \nTransaction Fee
Defiance Europe AI Leaders ETF	$500	2%
Defiance Japan AI Leaders ETF	$500	2%
Defiance Taiwan AI Leaders ETF	$500	2%
Defiance Korea Robotics Top 10 ETF	$500	2%
Defiance Global Robotics Top 10 ETF	$500	2%
Defiance Latin America Top 10 ETF	$500	2%

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

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

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

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

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

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

The typical settlement date for each redemption\ntransaction will generally be between 4:00 p.m. Eastern time and 5:00 p.m. Eastern time on the Business Day prior to the day of the transaction\n(also known as T-1 or T minus one Order Window)), unless the Fund and Authorized Participant agree to a different timeline for settlement\nor the transaction is exempt from the requirements of Rule 15c6-1 under the 1934 Act . Due to the schedule of holidays in certain\ncountries, however, the receipt of redemption proceeds may take longer than one Business Day following the day on which the purchase order\nis received. In such cases, the local market settlement procedures will not commence until the end 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 the\nredemption of Creation Units (“Redemption Order Costs”). The standard fixed redemption transaction fee for a Fund, regardless\nof the number of Creation Units redeemed in the transaction, can be found in the table below. Each Fund may adjust the redemption transaction\nfee from time to time. The fixed redemption fee may be waived on certain orders if the Custodian has determined to waive some or all of\nthe Redemption Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee.

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

\n \n \n \n \n \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 of Fund	Fixed\n Redemption \nTransaction Fee	Maximum\n Variable \nTransaction Fee
Defiance Europe AI Leaders ETF	$500	2%
Defiance Japan AI Leaders ETF	$500	2%
Defiance Taiwan AI Leaders ETF	$500	2%
Defiance Korea Robotics Top 10 ETF	$500	2%
Defiance Global Robotics Top 10 ETF	$500	2%
Defiance Latin America Top 10 ETF	$500	2%

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

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

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

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

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

The right of redemption may be suspended or the\ndate of payment postponed with respect to a Fund (1) for any period during which the Exchange is closed (other than customary weekend\nand holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which\nan emergency exists as a result of which disposal of the Shares or determination of the NAV of the Shares is not reasonably practicable;\nor (4) in such other circumstance as is permitted by the SEC.

DETERMINATION OF NET ASSET VALUE

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

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

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

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

DIVIDENDS AND DISTRIBUTIONS

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

General Policies. Each Fund intends to\npay out dividends and interest income, if any, annually, and distribute any net realized capital gains to its shareholders at least annually.

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

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

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

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

U.S. FEDERAL INCOME TAXES

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

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

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

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

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

For purposes of the Diversification Requirement,\nexchange-traded options on a single security are, and swap contracts on a single security very likely are, treated as issued by the issuer\nof the underlying security, and not by the counter party, exchange or clearing house which legally issues the swap contract or option.\nThus, such swap contracts and options on a single security are treated as issued by a single issuer. Each Fund will monitor its investments\nso that the value of swap contracts and options on shares of a single issuer does not exceed 25% of the Fund’s value at the close\nof any quarter, and that its holdings will not be concentrated to the extent that the Fund fails the 50% test at the close of any quarter.

There is no assurance that the Funds will be able\nto satisfy the Diversification Requirement. In some cases, identification of the issuer (or issuers) is uncertain under current law, and\nan adverse determination or future guidance by the IRS with respect to issuer identification for a particular type of investment may adversely\naffect the Funds’ ability to meet the Diversification Test.

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

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

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

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

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

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

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

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

Each Fund (or your broker) will report to shareholders\nannually the amounts of dividends paid from ordinary income, the amount of distributions of net capital gain, the portion of dividends\nwhich may qualify for the dividends received deduction for corporate shareholders, and the portion of dividends which may qualify for\ntreatment as qualified dividend income, which is taxable to non-corporate shareholders at long-term capital gain rates. Distributions\nfrom a Fund’s net capital gain will be taxable to shareholders at long-term capital gains rates, regardless of how long shareholders\nhave held their Shares. Distributions may be subject to state and local taxes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Under the Foreign Account Tax Compliance Act (“FATCA”),\nthe Funds may be required to withhold a generally nonrefundable 30% tax on distributions of net investment income paid to (a) certain\n“foreign financial institutions” unless such foreign financial institution agrees to verify, monitor, and report to the IRS\nthe identity of certain of its account holders, among other items (or unless such entity is otherwise deemed compliant under the terms\nof an intergovernmental agreement between the United States and the foreign financial institution’s country of residence), and (b)\ncertain “non-financial foreign entities” unless such entity certifies to the Fund that it does not have any substantial U.S.\nowners or provides the name, address, and taxpayer identification number of each substantial U.S. owner, among other items. This FATCA\nwithholding tax could also affect a 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 application\nof this FATCA withholding tax to your investment in a Fund and the potential certification, compliance, due diligence, reporting, and\nwithholding obligations to which you may become subject in order to avoid this withholding tax.

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

Tax-Exempt Shareholders. Certain tax-exempt\nshareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k) plans, and other\ntax-exempt entities, generally are exempt from U.S. federal income taxation, except with respect to their unrelated business taxable income\n(“UBTI”). Tax-exempt entities are generally not permitted to offset losses from one unrelated trade or business against the\nincome or gain of another unrelated trade or business. Certain net losses incurred prior to January 1, 2018 are permitted to offset gain\nand income created by an unrelated trade or business, if otherwise available. Under current law, each Fund generally serves to block UBTI\nfrom being realized by its tax-exempt shareholders with respect to their shares of Fund income.

However, notwithstanding the foregoing, tax-exempt\nshareholders could realize UBTI by virtue of their investment in the Funds if, for example, Shares in such Fund constitute debt-financed\nproperty in the hands of the tax-exempt shareholders within the meaning of section 514(b) of the Code. Charitable remainder trusts are\nsubject to special rules and should consult their tax advisers. The IRS has issued guidance with respect to these issues and prospective\nshareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisers regarding these issues.

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

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

FINANCIAL STATEMENTS

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

TIDAL TRUST V

PART C: OTHER INFORMATION

Item 28. Exhibits

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

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

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

C-2

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

		(1) First Amendment to the Custodian Agreement (adding Defiance Compute ETF, Defiance Korea AI ETF, Defiance Small Modular Reactor ETF and Defiance Global Foundries ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(2) Second Amendment to the Custodian Agreement (adding Defiance China Memory ETF, Defiance China Semiconductor ETF, Defiance CoinDesk 5 Equal Weight ETF, Defiance Helium and Strategic Gases ETF, Defiance Korea Semiconductor ETF, Defiance KSM Israel 120 ETF, and Defiance Photonics ETF), previously filed with Post-Effective Amendment No. 53 on Form N-1A on September 3, 2026 and is incorporated herein by reference.
		(3) Third Amendment to the Custodian Agreement (adding Defiance S&P Accelerator ETF, Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, Defiance Latin America Top 10 ETF, Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute vs. Legacy Software ETF), previously filed with Post-Effective Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
		(4) Fourth Amendment to\n the Custodian Agreement (adding Defiance 2X Daily Long Photonics ETF, Defiance Daily Target 2X Long AMPG ETF, Defiance Daily Target\n 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF, Defiance Daily Target 2X Long FTNT\n ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance Daily Target 2X Long OPTX ETF, Defiance\n Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF, Defiance Daily Target 2x Long HQ ETF, Defiance Daily Target\n 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,\n Defiance Daily Target 2X Long SYM ETF, 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 2X\n Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, Defiance Daily Target 2X Long SHAZ ETF, Defiance Daily Target 2X Long Kioxia\n ETF, Defiance Daily Target 2X Long HYPE ETF, Defiance Pure Memory Daily 2X Strategy ETF, Defiance Daily Target 2X Long\n [NANO] ETF, Defiance Daily Target 2X Long Pasqal ETF, Defiance Daily Target 2X Long [AGLT] ETF, Defiance Brazil Sovereign Debt ETF\n and Defiance AI Infrastructure Bond ETF) – filed herewith.
		(5) Fifth Amendment to the Custodian Agreement (adding Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
		(6) Sixth Amendment to the Custodian Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by subsequent amendment.
		(7) Seventh Amendment to the Custodian Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment to the Custodian Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
		(9) Ninth Amendment to the Custodian Agreement (adding Defiance China Quantum ETF) - to be filed by subsequent amendment.
(h)	(i)	Fund Administration Servicing Agreement between the Trust and Tidal ETF Services LLC, previously filed with Pre-Effective Amendment No. 1 on Form N-1A on March 27, 2026, is incorporated herein by reference.
		(1) First Amendment to the Fund Administration Servicing Agreement (adding Defiance Compute ETF, Defiance Korea AI ETF, Defiance Small Modular Reactor ETF and Defiance Global Foundries ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(2) Second Amendment to the Fund Administration Servicing Agreement (adding Defiance China Memory ETF, Defiance China Semiconductor ETF, Defiance CoinDesk 5 Equal Weight ETF, Defiance Helium and Strategic Gases ETF, Defiance Korea Semiconductor ETF, Defiance KSM Israel 120 ETF, and Defiance Photonics ETF), previously filed with Post-Effective Amendment No. 51 on Form N-1A on August 28, 2026 and is incorporated herein by reference.
		(3) Third Amendment to the Fund Administration Servicing Agreement (adding Defiance S&P Accelerator ETF, Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, Defiance Latin America Top 10 ETF, Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute vs. Legacy Software ETF), previously filed with Post-Effective Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
		(4) Fourth\n Amendment to the Fund Administration Servicing Agreement (adding Defiance 2X Daily Long Photonics ETF, Defiance Daily Target 2X Long\n AMPG 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 Daily\n Target 2x Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF, Defiance Daily Target 2x Long\n P ETF, Defiance Daily Target 2X Long STM ETF, Defiance Daily Target 2X Long SYM ETF, Defiance Daily Target 2X Long SIMO ETF, Defiance\n Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT ETF, Defiance Daily Target\n 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, Defiance Daily Target 2X Long SHAZ\n ETF, Defiance Daily Target 2X Long Kioxia ETF, Defiance Daily Target 2X Long HYPE ETF, Defiance Pure Memory Daily 2X Strategy\n ETF, Defiance Daily Target 2X Long [NANO] ETF, Defiance Daily Target 2X Long Pasqal ETF, Defiance Daily Target 2X Long [AGLT] ETF,\n Defiance Brazil Sovereign Debt ETF and Defiance AI Infrastructure Bond ETF), previously filed with Post-Effective Amendment No.\n 70 on Form N-1A on September 30, 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\n \n \n \n

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

C-4

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

		(7) Seventh Amendment to the Fund Accounting Servicing Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment to the Fund Accounting Servicing Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
		(9) Ninth Amendment to the Fund Accounting Servicing Agreement (adding Defiance China Quantum ETF) - to be filed by subsequent amendment.
	(iii)	Transfer Agent Agreement between the Trust and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services, previously filed with Pre-Effective Amendment No. 1 on Form N-1A on March 27, 2026, is incorporated herein by reference.
		(1) First Amendment to the Transfer Agent Agreement (adding Defiance Compute ETF, Defiance Korea AI ETF, Defiance Small Modular Reactor ETF and Defiance Global Foundries ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
		(2) Second Amendment to the Transfer Agent Agreement (adding Defiance China Memory ETF, Defiance China Semiconductor ETF, Defiance CoinDesk 5 Equal Weight ETF, Defiance Helium and Strategic Gases ETF, Defiance Korea Semiconductor ETF, Defiance KSM Israel 120 ETF, and Defiance Photonics ETF), previously filed with Post-Effective Amendment No. 53 on Form N-1A on September 3, 2026 and is incorporated herein by reference.
		(3) Third Amendment to the Transfer Agent Agreement (adding Defiance S&P Accelerator ETF, Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, Defiance Latin America Top 10 ETF, Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute vs. Legacy Software ETF), previously filed with Post-Effective Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
		(4) Fourth Amendment\n to the Transfer Agent Agreement (adding Defiance 2X Daily Long Photonics ETF, Defiance Daily Target 2X Long AMPG ETF, Defiance Daily\n Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF, Defiance Daily Target 2X\n Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance Daily Target 2X Long OPTX\n ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF, Defiance Daily Target 2x Long HQ ETF, Defiance\n Daily Target 2X Long JBL ETF, Defiance Daily Target 2X Long MXL ETF, Defiance Daily Target 2x Long P ETF, Defiance Daily Target 2X\n Long STM ETF, Defiance Daily Target 2X Long SYM ETF, Defiance Daily Target 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF,\n Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance\n Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, Defiance Daily Target 2X Long SHAZ ETF, Defiance Daily Target\n 2X Long Kioxia ETF, Defiance Daily Target 2X Long HYPE ETF, Defiance Pure Memory Daily 2X Strategy ETF, Defiance Daily\n Target 2X Long [NANO] ETF, Defiance Daily Target 2X Long Pasqal ETF, Defiance Daily Target 2X Long [AGLT] ETF, Defiance Brazil Sovereign\n Debt ETF and Defiance AI Infrastructure Bond ETF) – filed herewith.
		(5) Fifth Amendment to the Transfer Agent Agreement (adding Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
		(6) Sixth Amendment to the Transfer Agent Agreement (adding Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by subsequent amendment.
		(7) Seventh Amendment to the Transfer Agent Agreement (adding Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
		(8) Eighth Amendment to the Transfer Agent Agreement (adding Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
		(9) Ninth Amendment to the Transfer Agent Agreement (adding Defiance China Quantum ETF) - to be filed by subsequent amendment.
	(iv)	Powers of Attorney, previously filed with Post-Effective Amendment No. 12 on Form N-1A on June 8, 2026, is incorporated herein by reference.
(i)	(i)	Opinion and Consent of Counsel (for Robotaxi ETF) – to be filed by subsequent amendment.
	(ii)	Opinion\n and Consent of Counsel (for Defiance Daily Target 2x Long HQ ETF, Defiance Daily Target 2X Long JBL ETF, Defiance Daily Target 2X\n Long MXL ETF, Defiance Daily Target 2x Long P ETF, Defiance Daily Target 2X Long STM ETF, and Defiance Daily Target 2X Long SYM ETF),\n previously filed with Post-Effective Amendment No. 72 on Form N-1A on October 1, 2026, is incorporated herein by reference.
	(iii)	Opinion and Consent of Counsel (for Defiance Compute ETF), previously filed with Post-Effective Amendment No. 29 on Form N-1A on August 5, 2026 and is incorporated herein by reference.

C-5

	(iv)	Opinion and Consent of Counsel (for Defiance Pure Memory Daily 2X Strategy ETF), previously filed with Post-Effective Amendment No. 70 on Form N-1A on September 30, 2026 and is incorporated herein by reference.
	(v)	Opinion and Consent of Counsel (for Defiance Korea AI ETF, Defiance Korea Semiconductor ETF and Defiance China Semiconductor ETF), previously filed with Post-Effective Amendment No. 43 on Form N-1A on August 21, 2026 and is incorporated herein by reference.
	(vi)	Opinion and Consent of Counsel (for Defiance Small Modular Reactor ETF), previously filed with Post-Effective Amendment No. 30 on Form N-1A on August 5, 2026 and is incorporated herein by reference.
	(vii)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long SIMO ETF, Defiance Daily Target 2X Long PLPC ETF, Defiance Daily Target 2X Long AMSC ETF, Defiance Daily Target 2X Long CAMT ETF, Defiance Daily Target 2X Long PENG ETF, Defiance Daily Target 2X Long NTNX ETF, Defiance Daily Target 2X Long RXT ETF, and Defiance Daily Target 2X Long SHAZ ETF), previously filed with Post-Effective Amendment No. 73 on Form N-1A on October 1, 2026 and is incorporated herein by reference.
	(viii)	Opinion and Consent of Counsel (for Defiance KSM Israel 120 ETF and Defiance CoinDesk 5 Equal Weight ETF), previously filed with Post-Effective Amendment No. 46 on Form N-1A on August 24, 2026 and is incorporated herein by reference.
	(ix)	Opinion and Consent of Counsel (for Defiance Helium and Strategic Gases ETF), previously filed with Post-Effective Amendment No. 69 on Form N-1A on September 25, 2026 and is incorporated herein by reference.
	(x)	Opinion and Consent of Counsel (for Defiance 2X Daily Long Photonics ETF) – to be filed by subsequent amendment.
	(xi)	Opinion and Consent of Counsel (for Defiance Global Foundries ETF), previously filed with Post-Effective Amendment No. 50 on Form N-1A on August 28, 2026 and is incorporated herein by reference.
	(xii)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long Kioxia ETF) – to be filed by subsequent amendment.
	(xiii)	Opinion and Consent of Counsel (for Defiance Photonics ETF), previously filed with Post-Effective Amendment No. 53 on Form N-1A on September 3, 2026 and is incorporated herein by reference.
	(xiv)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long AMPG ETF, Defiance Daily Target 2X Long BRUN ETF, Defiance Daily Target 2X Long FCEL ETF, Defiance Daily Target 2X Long FISN ETF, Defiance Daily Target 2X Long FTNT ETF, Defiance Daily Target 2X Long GRRR ETF, Defiance Daily Target 2X Long LPTH ETF, Defiance Daily Target 2X Long OPTX ETF, Defiance Daily Target 2X Long ORBS ETF, and Defiance Daily Target 2X Long QTEX ETF) – to be filed by subsequent amendment.
	(xv)	Opinion and Consent of Counsel (for Defiance China Memory ETF), previously filed with Post-Effective Amendment No. 51 on Form N-1A on August 28, 2026 and is incorporated herein by reference.
	(xvi)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long HYPE ETF) – to be filed by subsequent amendment.
	(xvii)	Opinion and Consent of Counsel (for Defiance S&P Accelerator ETF), previously filed with Post-Effective Amendment No. 64 on Form N-1A on September 17, 2026 and is incorporated herein by reference.
	(xviii)	Opinion and Consent of Counsel (for Defiance Europe AI Leaders ETF, Defiance Japan AI Leaders ETF, Defiance Taiwan AI Leaders ETF, Defiance Global Robotics Top 10 ETF, Defiance Korea Robotics Top 10 ETF, and Defiance Latin America Top 10 ETF) –filed herewith.
	(xix)	Opinion and Consent of Counsel (for Defiance Long/Short Space Economy vs. Legacy Communications ETF and Defiance Long/Short AI Compute vs. Legacy Software ETF), previously filed with Post-Effective Amendment No. 60 on Form N-1A on September 15, 2026 and is incorporated herein by reference.
	(xx)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long [NANO] ETF) – to be filed by subsequent amendment.
	(xxi)	Opinion and Consent of Counsel (for Defiance\n Daily Target 2X Long Pasqal ETF) – to be filed by subsequent amendment.
	(xxii)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long [AGLT] ETF) – to be filed by subsequent amendment.
	(xxiii)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long Samsung ETF) – to be filed by subsequent amendment.
	(xxiv)	Opinion and Consent of Counsel (for Defiance AI Infrastructure Bond ETF) – to be filed by subsequent amendment.
	(xxv)	Opinion and Consent of Counsel (for Defiance China Quantum ETF) – to be filed by subsequent amendment.
	(xxvi)	Opinion and Consent of Counsel (for Defiance Brazil Sovereign Debt ETF) – to be filed by subsequent amendment.
	(xxvii)	Opinion and Consent of Counsel (for Defiance 2X AAOI Hourly Reset ETF, Defiance 2X AMD Hourly Reset ETF, Defiance 2X DRAM Hourly Reset ETF, Defiance 2X GOOG Hourly Reset ETF, Defiance 2X META Hourly Reset ETF, Defiance 2X MRVL Hourly Reset ETF, Defiance 2X MSFT Hourly Reset ETF, Defiance 2X MU Hourly Reset ETF, Defiance 2X NBIS Hourly Reset ETF, Defiance 2X NVDA Hourly Reset ETF, Defiance 2X PLTR Hourly Reset ETF, Defiance 2X SKHY Hourly Reset ETF, Defiance 2X SNDK Hourly Reset ETF, Defiance 2X SPCX Hourly Reset ETF, Defiance 2X TSLA Hourly Reset ETF, and Defiance 2X TSM Hourly Reset ETF) – to be filed by subsequent amendment.
	(xxviii)	Opinion and Consent of Counsel (for Defiance Pre-IPO Leaders ETF) – to be filed by subsequent amendment.
	(xxix)	Opinion and Consent of Counsel (for Defiance Daily Target 2X Long BWET ETF) – to be filed by subsequent amendment.
(j)		Consent of Independent Registered Public Accounting Firm – filed herewith.
(k)		Not applicable.

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

(l)	(i)	Subscription Agreement – to be filed by subsequent amendment.
	(ii)	Letter of Representations between the Trust and Depository Trust Company – to be filed by subsequent amendment.
(m)		Amended and Restated Rule 12b-1 Plan, previously filed with Post-Effective Amendment No. 70 on Form N-1A on September 30, 2026 and is incorporated herein by reference.
(n)		Not applicable.
(o)		Reserved.
(p)	(i)	Code of Ethics for Tidal Trust V, previously filed with the Trust’s registration statement on Form N-1A on August 22, 2025, is hereby incorporated by reference.
	(ii)	Code of Ethics for Tidal Investments LLC, previously filed with the Trust’s registration statement on Form N-1A on August 22, 2025, is hereby incorporated by reference.
	(iii)	Code of Ethics for Distributor – not applicable per Rule 17j-1(c)(3).

Item 29. Persons Controlled by or Under\nCommon Control with Registrant

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

Item 30. Indemnification

Reference is made to Article VII of the\nRegistrant’s Declaration of Trust. The general effect of this provision is to indemnify the Trustees, officers, employees\nand other agents of the Trust who are parties pursuant to any proceeding by reason of their actions performed in their scope of\nservice on behalf of the Trust.

Pursuant to Rule 484 under the Securities Act of 1933, as amended\n(the “Securities Act”), the Registrant furnishes the following undertaking: “Insofar as indemnification for liability\narising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant\nto the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange\nCommission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In\nthe event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred\nor paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)\nis asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will,\nunless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction\nthe question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed\nby the final adjudication of such issue.”

Item 31. Business and Other Connections of Investment Adviser

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

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

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

Item 32. Principal Underwriters

\n\n \n \n

(i)(a)

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

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

1.	AB Active ETFs, Inc.
2.	ABS Long/Short Strategies Fund
3.	ActivePassive Core Bond ETF, Series of Trust for Professional Managers
4.	ActivePassive Intermediate Municipal Bond ETF, Series of Trust for Professional Managers
5.	ActivePassive International Equity ETF, Series of Trust for Professional Managers
6.	ActivePassive U.S. Equity ETF, Series of Trust for Professional Managers
7.	AdvisorShares Trust
8.	AFA Private Credit Fund
9.	AGF Investments Trust
10.	AIM ETF Products Trust
11.	Alexis Practical Tactical ETF, Series of Listed Funds Trust
12.	AlphaCentric Prime Meridian Income Fund

C-7

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

13.	Alternative Strategies Income Fund
14.	American Century ETF Trust
15.	AMG ETF Trust
16.	Amplify ETF Trust
17.	Applied Finance Dividend Fund, Series of World Funds Trust
18.	Applied Finance Explorer Fund, Series of World Funds Trust
19.	Applied Finance Select Fund, Series of World Funds Trust
20.	Ardian Access LLC
21.	ARK ETF Trust
22.	ARK Venture Fund
23.	Bitwise Funds Trust
24.	BondBloxx ETF Trust
25.	Bramshill Multi-Strategy Income Fund, Series of Investment Managers Series Trust
26.	Bridgeway Funds, Inc.
27.	Brinker Capital Destinations Trust
28.	Brookfield Real Assets Income Fund Inc.
29.	Build Funds Trust
30.	Calamos Convertible and High Income Fund
31.	Calamos Convertible Opportunities and Income Fund
32.	Calamos Dynamic Convertible and Income Fund
33.	Calamos Global Dynamic Income Fund
34.	Calamos Global Total Return Fund
35.	Calamos Strategic Total Return Fund
36.	Carlyle Tactical Private Credit Fund
37.	Cascade Private Capital Fund
38.	Catalyst/Perini Strategic Income Fund
39.	CBRE Global Real Estate Income Fund
40.	Cliffwater Corporate Lending Fund
41.	Cliffwater Enhanced Lending Fund
42.	Coatue Innovative Strategies Fund
43.	Cohen & Steers ETF Trust
44.	Convergence Long/Short Equity ETF, Series of Trust for Professional Managers
45.	Curasset Capital Management Core Bond Fund, Series of World Funds Trust
46.	Curasset Capital Management Limited Term Income Fund, Series of World Funds Trust
47.	CYBER HORNET S&P 500^®and Bitcoin 75/25 Strategy ETF, Series of CYBER HORNET Trust
48.	Davis Fundamental ETF Trust
49.	Defiance Autism Impact ETF, Series of ETF Series Solutions
50.	Defiance BMNR Option Income ETF, Series of ETF Series Solutions
51.	Defiance Connective Technologies ETF, Series of ETF Series Solutions
52.	Defiance Drone and Modern Warfare ETF, Series of ETF Series Solutions
53.	Defiance Quantum ETF, Series of ETF Series Solutions
54.	Defiance Retail Kings ETF, Series of ETF Series Solutions
55.	Defiance US 100 Tech AI Moat ETF, Series of ETF Series Solutions
56.	Defiance US 100 Tech Ex Software ETF, Series of ETF Series Solutions
57.	Denali Structured Return Strategy Fund
58.	Dodge & Cox Funds
59.	DoubleLine ETF Trust
60.	DoubleLine Income Solutions Fund
61.	DoubleLine Opportunistic Credit Fund
62.	DoubleLine Yield Opportunities Fund
63.	DriveWealth ETF Trust
64.	EIP Investment Trust
65.	Ellington Income Opportunities Fund
66.	ETF Opportunities Trust
67.	Exchange Listed Funds Trust
68.	Exchange Place Advisors Trust
69.	FIS Trust
70.	FlexShares Trust
71.	Fortuna Hedged Bitcoin ETF, Series of Listed Funds Trust
72.	Forum Funds

C-8

73.	Forum Funds II
74.	Forum Real Estate Income Fund
75.	GMO ETF Trust
76.	GoldenTree Opportunistic Credit Fund
77.	Gramercy Emerging Markets Debt Fund, Series of Investment Managers Series Trust
78.	Grayscale Funds Trust
79.	Guinness Atkinson Funds
80.	Harbor ETF Trust
81.	Harris Oakmark ETF Trust
82.	Hawaiian Tax-Free Trust
83.	Horizon Kinetics Blockchain Development ETF, Series of Listed Funds Trust
84.	Horizon Kinetics Energy and Remediation ETF, Series of Listed Funds Trust
85.	Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust
86.	Horizon Kinetics Japan Owner Operator ETF, Series of Listed Funds Trust
87.	Horizon Kinetics Medical ETF, Series of Listed Funds Trust
88.	Horizon Kinetics SPAC Active ETF, Series of Listed Funds Trust
89.	Horizon Kinetics Texas ETF, Series of Listed Funds Trust
90.	Innovator ETFs Trust
91.	Ironwood Institutional Multi-Strategy Fund LLC
92.	Ironwood Multi-Strategy Fund LLC
93.	Jensen Quality Growth ETF, Series of Trust for Professional Managers
94.	John Hancock Exchange-Traded Fund Trust
95.	Kurv ETF Trust
96.	Lazard Active ETF Trust
97.	LDR High Income Realty Fund, Series of World Funds Trust
98.	Lone Peak Value Fund, Series of World Funds Trust
99.	Mairs & Power Balanced Fund, Series of Trust for Professional Managers
100.	Mairs & Power Fund, Series of Trust for Professional Managers
101.	Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers
102.	Mairs & Power Small Cap Fund, Series of Trust for Professional Managers
103.	Manor Investment Funds
104.	Milliman Funds Trust
105.	MoA Funds Corporation
106.	Moerus Worldwide Fund, Series of Northern Lights Fund Trust IV
107.	Morgan Stanley ETF Trust
108.	Morgan Stanley Pathway Large Cap Equity ETF, Series of Morgan Stanley Pathway Funds
109.	Morgan Stanley Pathway Small-Mid Cap Equity ETF, Series of Morgan Stanley Pathway Funds
110.	Morningstar Funds Trust
111.	NEOS ETF Trust
112.	Niagara Income Opportunities Fund
113.	NXG Cushing^® Midstream Energy Fund
114.	NXG NextGen Infrastructure Income Fund
115.	OTG Latin American Fund, Series of World Funds Trust
116.	Overlay Shares Core Bond ETF, Series of Listed Funds Trust
117.	Overlay Shares Enhanced Equity Fund, Series of Listed Funds Trust
118.	Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust
119.	Overlay Shares Hedged Equity Fund, Series of Listed Funds Trust
120.	Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust
121.	Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust
122.	Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust
123.	Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust
124.	Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust
125.	Palmer Square Funds Trust
126.	Palmer Square Opportunistic Income Fund
127.	Partners Group Private Income Opportunities, LLC
128.	Philotimo Focused Growth and Income Fund, Series of World Funds Trust
129.	Plan Investment Fund, Inc.
130.	Point Bridge America First ETF, Series of ETF Series Solutions
131.	Precidian ETFs Trust
132.	Rareview 2x Bull Cryptocurrency & Precious Metals ETF, Series of Collaborative Investment Series Trust

C-9

133.	Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust
134.	Rareview Systematic Equity ETF, Series of Collaborative Investment Series Trust
135.	Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust
136.	Rareview Total Return Bond ETF, Series of Collaborative Investment Series Trust
137.	Renaissance Capital Greenwich Funds
138.	REX ETF Trust
139.	Reynolds Funds, Inc.
140.	RMB Investors Trust
141.	Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust
142.	Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust
143.	Roundhill Ball Metaverse ETF, Series of Listed Funds Trust
144.	Roundhill Cannabis ETF, Series of Listed Funds Trust
145.	Roundhill ETF Trust
146.	Roundhill Magnificent Seven ETF, Series of Listed Funds Trust
147.	Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust
148.	Roundhill Video Games ETF, Series of Listed Funds Trust
149.	Rule One Fund, Series of World Funds Trust
150.	Russell Investments Exchange Traded Funds
151.	Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust
152.	Six Circles Trust
153.	Sound Shore Fund, Inc.
154.	SP Funds Trust
155.	Sparrow Funds
156.	Spear Alpha ETF, Series of Listed Funds Trust
157.	STF Tactical Growth & Income ETF, Series of Listed Funds Trust
158.	STF Tactical Growth ETF, Series of Listed Funds Trust
159.	Strategic Trust
160.	Strategy Shares
161.	Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust
162.	Tekla World Healthcare Fund
163.	Tema ETF Trust
164.	The 2023 ETF Series Trust
165.	The Community Development Fund
166.	The Cook & Bynum Fund, Series of World Funds Trust
167.	The Private Shares Fund
168.	The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust
169.	Third Avenue Trust
170.	Third Avenue Variable Series Trust
171.	Tidal Trust I
172.	Tidal Trust II
173.	Tidal Trust III
174.	Tidal Trust IV
175.	TIFF Investment Program
176.	Timothy Plan Free Cash Flow ETF, Series of The Timothy Plan
177.	Timothy Plan Free Cash Flow Growth ETF, Series of The Timothy Plan
178.	Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan
179.	Timothy Plan Fixed Income ETF, Series of The Timothy Plan
180.	Timothy Plan International ETF, Series of The Timothy Plan
181.	Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan
182.	Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan
183.	Total Fund Solution
184.	Touchstone ETF Trust
185.	Trailmark Series Trust
186.	T-Rex 2X Inverse Bitcoin Daily Target ETF, Series of World Funds Trust
187.	T-Rex 2X Long Bitcoin Daily Target ETF, Series of World Funds Trust
188.	T-Rex 2x Long Ether Daily Target ETF
189.	U.S. Global Investors Funds
190.	Union Street Partners Value Fund, Series of World Funds Trust
191.	Vest Bitcoin Strategy Managed Volatility Fund, Series of World Funds Trust
192.	Vest S&P 500^® Dividend Aristocrats Target Income Fund, Series of World Funds Trust

C-10

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

193.	Vest US Large Cap 10% Buffer Strategies Fund, Series of World Funds Trust
194.	Vest US Large Cap 20% Buffer Strategies Fund, Series of World Funds Trust
195.	Virtus Stone Harbor Emerging Markets Income Fund
196.	Volatility Shares Trust
197.	WEBs ETF Trust
198.	Wedbush Series Trust
199.	Wellington Global Multi-Strategy Fund
200.	Wilshire Mutual Funds, Inc.
201.	Wilshire Variable Insurance Trust
202.	WisdomTree Trust

\n\n \n \n

(i)(b)

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

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

Name	Address	Position with Underwriter	Position \nwith \nRegistrant

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

\n\n \n \n

(i)(c)

Not applicable.

\n\n \n \n

(ii)(a)

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

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

ABS Global Investments - NLD

Absolute Capital Mgmt - NLD

Absolute Investment Adv - NLD

Absolute Investment Adv - UFD

Adler Asset Management, LLC - UFD

AlphaCentric Advisors - NLD

Altegris Investments - NLD

Anchor Capital Mgmt Grp - NLD

Anfield Capital Mgmt - NLD

Astor Investment Mgmt - NLD

AthenaInvest Advisors - NLD

Atlas U.S. Tactical Income Fund - NLD

Bain Capital Public Equity - NLD

Ballast Asset Mgmt - NLD

Beacon Capital - NLD

Beacon Pointe - UFD

Belmont Capital Group - UFD

Biondo Investment Adv - NLD

Blueprint Fund Management - UFD

Booster Asset Management - UFD

Boyar Asset Mgmt - NLD

Boyd Watterson Asset Mgmt - NLD

C-11

Bradley, Foster & Sargent, Inc. - UFD

Brighton Jones - UFD

Brookstone ETF (FormulaFolio) - NLD

Bruce Funds - UFD

BTS Asset Mgmt - NLD

Canterbury Investment Management - UFD

Cantor Fitzgerald Infrastructure - UFD

Cantor Select - UFD

Cary Street Partners (Fairlead) - NLD

Catalyst Capital Advisors - NLD

CAZ Investments - UFD

Centerstone Advisors - NLD

Ceros Financial Services NSCC - UFD

Changing Parameters - NLD

Channel Investment Partners - UFD

Channing Capital Management - UFD

Chesapeake Growth Fund - UFD

CIM Capital IC - NLD

Clark Capital Mgmt Group - NLD

CM Advisors Fixed Income Fund - UFD

Commonwealth International Series Trust - UFD

Conestoga Capital Advisors - UFD

Connors Investor Services - UFD

Copeland Capital Mgmt - NLD

Counterpoint (ETF) - NLD

Counterpoint Mutual Funds - NLD

Crawford Investment Counsel, Inc. - UFD

Cutler Investment Counsel - UFD

Cyber Hornet (OneFund) - UFD

Dana Investment Advisors - UFD

Davenport & Company LLC - UFD

David Lerner Associates, Inc. - UFD

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

Dean Capital Management - UFD

Dearborn Cap Mgmt (Grant Park) - NLD

DGI Investment Trust - NLD

Donoghue Forlines LLC - NLD

Donoghue Forlines LLC (VIT) - NLD

EBS Asset Management - UFD

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

Edgemoor Investment Advisors - UFD

Efficient Capital Management - UFD

Empiric Advisors - NLD

Eventide Asset Mgmt - NLD

Evolutionary Tree Capital Management - UFD

Fairway Capital Management - UFD

Finance Authority of Maine (FAME 529) - NLD

First Associated Inv Adv (Teberg) - NLD

First Manhattan Co - NLD

Fisher Investments Institutional Group (FIIG) - UFD

Fisher Tactical Multi-Purpose Fund - UFD

Flat Rock Core Income Fund - UFD

Flat Rock Enhanced Income Fd - UFD

Flat Rock Opportunity Fund - UFD

Fort Pitt Capital (Kovitz) - UFD

Fulcrum Asset Mgmt - NLD

Fuller & Thaler Asset Management, Inc - UFD

Future Fund - NLD

Gator Capital Management - UFD

GGM Wealth Adv - NLD

C-12

Grandeur Peak Global Adv - NLD

Guardian Capital LP - UFD

Hamilton Capital - UFD

Hirtle Callahan - UFD

Hodges Capital Mgmt - NLD

Holbrook Holdings, Inc. - NLD

Horizon Capital Mgmt (Issachar) - NLD

Howard Capital (ETF) - NLD

Howard Capital Mgmt - NLD

Hudson Valley Investment Advisors - UFD

Hull Tactical (HTAA) - NLD

Humankind Investments LLC - NLD

Hunter Perkins Capital Mgmt - NLD

Hussman Strategic Advisors, Inc. - UFD

Hypatia Capital - NLD

IC - FDFA Customer in UFD

iCapital Markets (NSCC) - UFD

Innealta Capital - NLD

Invenomic Capital Mgmt - NLD

IronHorse Capital - NLD

JAG Capital Mgmt - NLD

James Investment Research - UFD

Johnson Investment Counsel - UFD

Kempner Capital Management - UFD

Kingsview Wealth Mgmt - NLD

KKM Financial (ETF) - NLD

Kovitz IGP (Al Frank) - NLD

Kovitz IGP (ETF) - NLD

Ladenburg Thalmann Asset Management NSCC - UFD

Leavell Investment Management - UFD

LGM Capital Mgmt - NLD

Lind Capital Partners - UFD

Long Short Advisors, LLC - UFD

Longboard Asset Mgmt - NLD

Lowe, Brockenbrough & Co. - UFD

Main Mgmt ETF - NLD

Main Mgmt Fund - NLD

Marshfield Associates - UFD

Morton Wealth (M83) - UFD

New Age Alpha (VIT) - UFD

New Age Alpha Advisors - UFD

Nia Impact Capital - UFD

Nightview Capital - NLD

North Country Inv Adv - NLD

North Star Investment Mgmt - NLD

Oak Associates, Ltd. - UFD

Oak Harvest Inv Svcs - UFD

Ocean Park Asset Mgmt (ETF) - NLD

Ocean Park Asset Mgmt (Sierra/Wright) - NLD

Oelschlager (Towpath) - UFD

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

OneAscent Financial Services (ETF) - NLD

Orrell Capital Mgmt (OCM) - NLD

Pacific Financial (PFG - RiskPro) - NLD

Papp Investment Trust - UFD

Pathstone (WOA) - NLD

Peachtree Alternative Strategies Fund - UFD

PeakShares - NLD

Pekin Singer Strauss Asset Management, Inc. - UFD

Persimmon Capital Mgmt - NLD

C-13

Pinnacle Family Advisors - NLD

PlanRock (ETF) - NLD

Princeton Fund - NLD

Princeton Private - NLD

Private College 529 Plan (PC529) - NLD

Q3 Asset Management - UFD

Q3 Asset Mgmt Corp (ETF) - NLD

Quantum Advisors Pvt Ltd - UFD

Rational Advisors - NLD

Recurrent Inv Adv - NLD

Redwood Inv Mgmt [Fund] - NLD

Redwood Investment Mgmt [ETF] - NLD

Reflection Asset Mgmt (Sphere) - UFD

Regan Capital - NLD

Regents Park Funds - NLD

RESQ Investment Partners - NLD

Reynders, McVeigh Capital Mgmt - UFD

SB Auer Funds, LLC - UFD

Schwartz Investment Counsel, Inc. - UFD

Segall Bryant & Hamill - UFD

Segall Bryant & Hamill (ETF) - NLD

Slow Capital - UFD

SMI Advisory Services, LLC - UFD

Standpoint Asset Management - UFD

Sterling Capital Mgmt - NLD

Sterling Capital Mgmt (CST) - NLD

Stonebridge Cap Adv - NLD

Summitry, LLC - UFD

Swan Capital Mgmt - NLD

Swan Capital Mgmt (ETF) - NLD

Texas Capital Bank PWA (ETF) - NLD

Texas Capital Bank PWA (MF) - NLD

The Investment House LLC - UFD

Toews Corporation - NLD

Toews Corporation (ETF) - NLD

Tributary Capital Mgmt - NLD

Tuttle Capital (Cramer) - NLD

USA Mutuals Advisors, Inc - NLD

VELA Investment Management - UFD

Volumetric Advisers Inc - UFD

Wavelength Capital Management - UFD

Waycross Partners, LLC - UFD

Wellesley Inv Adv (Miller) - NLD

WesBanco Inv Dept (WesMark) - UFD

Westwood Management - UFD

Westwood Mgmt (ETF)

XDUS Fund Advisor

Yorktown Management & Research

Zacks Inv Mgmt (ETF)

Zacks Inv Mgmt (MF)

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

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

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

C-14

\n\n \n \n \n

(ii)(c)

Not applicable.

Item 33. Location of Accounts and Records

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

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

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

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

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

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

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

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

Item 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable.

C-15

SIGNATURES

Pursuant to the requirements of the\nSecurities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies\nthat it meets all requirements for effectiveness of this Post-Effective Amendment No. 74 to its Registration Statement on\nForm N-1A under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 74 to its Registration\nStatement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee, State of Wisconsin,\non October 2, 2026.

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

	Tidal Trust V

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

Pursuant to the requirements of the Securities\nAct of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated\non October 2, 2026.

Signature		Title

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

/s/ John Hagist*		Trustee
John Hagist

/s/ Michelle McDonough*		Trustee
Michelle McDonough

/s/ David Norris*		Trustee
David Norris

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

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

C-16

Exhibit Index

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

Exhibit No.	Description
(e)(i)(3)	Third Amendment to the Distribution Agreement
(g)(4)	Fourth Amendment to the Custodian Agreement
(h)(ii)(4)	Fourth Amendment to the Fund Accounting Servicing Agreement
(h)(iii)(4)	Fourth Amendment to the Transfer Agent Agreement
(i)(xviii)	Opinion and Consent of Counsel
(j)	Consent of Independent Registered Public Accounting Firm

C-17

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