Y_BitCoin
Y_BitCoin
Summary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Portfolio Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Premium/Discount Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Additional Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SUMMARY INFORMATION
YieldMaxTM Bitcoin Option Income Strategy ETF - FUND SUMMARY
Investment Objective
The Fund’s primary investment objective is to seek current income.
The Fund’s secondary investment objective is to seek exposure to the share price of select exchange-traded products, subject to a limit
on potential investment gains.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay
other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and
Example below.
Annual Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)
Management Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.99%
Distribution and Service (12b-1) Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Other Expenses(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00%
Total Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.99%
(1)
The Fund’s adviser will pay, or require a sub-adviser to pay, all of the Fund’s expenses, except for the following: advisory
and sub-advisory fees, 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”), litigation expenses, and other non-routine or extraordinary expenses.
(2)
Based on estimated amounts for the current fiscal year.
This Example is intended to help you compare the 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 the time periods indicated and then hold or redeem all of your Shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the
same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of Shares. Although
your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year 3 Years
$101 $315
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account. These
costs, which are not reflected in total annual fund operating expenses or in the expense example above, affect the Fund’s performance.
Because the Fund is newly organized, portfolio turnover information is not yet available.
Principal Investment Strategies
The Fund is an actively managed exchange-traded fund (“ETF”) that seeks current income while providing indirect exposure to the
share price (i.e., the price returns) of one or more select U.S.-listed exchange-traded products (“ETP”) that seek exposure to Bitcoin,
which is a “cryptocurrency” (each an “Underlying ETP” and collectively, the “Underlying ETPs”), subject to a limit on potential
investment gains as a result of the nature of the options strategy it employs. Although Bitcoin may be referred to as a “cryptocurrency”
it is not yet widely accepted as a means of payment. The Fund uses a synthetic covered call strategy that is designed to provide income
and indirect exposure to the share price returns of one or more Underlying ETPs. In addition, the strategy is designed to produce higher
income levels when the Underlying ETP experiences or Underlying ETPs experience, as applicable, more volatility.
An Underlying ETP may include both:
● an ETP that invests directly in Bitcoin as its primary underlying asset, and
● an ETP that invests indirectly in Bitcoin via derivatives contracts based on Bitcoin’s prices.
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The Fund does not invest directly in Bitcoin or any other digital assets. The Fund does not invest directly in derivatives that
track the performance of Bitcoin or any other digital assets. The Fund does not invest in or seek direct exposure to the current
“spot” or cash price of Bitcoin. Investors seeking direct exposure to the price of Bitcoin should consider an investment other
than the Fund.
The Fund’s options contracts provide:
For more information, see sections “The Fund’s Use of the Underlying ETP Option Contracts” and “Synthetic Covered Call
Strategy” below.
The Fund’s investment adviser is Tidal Investments LLC (the “Adviser”), and the investment sub-adviser is ZEGA Financial, LLC
(“ZEGA” or the “Sub-Adviser”).
Why invest in the Fund?
● The Fund seeks to participate in a portion of the gains experienced by each Underlying ETP.
● The Fund seeks to generate monthly income, which is not dependent on the price appreciation of an Underlying ETP.
● The Fund seeks to generate monthly income from option premiums that could potentially be elevated due to the anticipated
volatility associated with each Underlying ETP’s Bitcoin investments.
That is, although the Fund may not fully participate in gains in an Underlying ETP’s share price, the Fund’s portfolio is designed to
generate income.
An Investment in the Fund is not an investment in any Underlying ETP
● The Fund’s strategy will cap its potential gains tied to a particular ETP if that Underlying ETP’s shares increase in
value.
● The Fund’s strategy is subject to all potential losses (in proportion to its allocation to an Underlying ETP), if the
Underlying ETP’s shares decrease in value, which may not be offset by income received by the Fund.
● The Fund does not invest directly in any Underlying ETP.
● Fund shareholders are not entitled to any Underlying ETP’s distributions.
● In general, an option contract gives the purchaser of the option contract the right to purchase (for a call option) or sell (for a
put option) the underlying asset (like shares of an Underlying ETP) at a specified price (the “strike price”).
● If exercised, an option contract obligates the seller to deliver shares (for a sold or “short” call) or buy shares (for a sold or
“short” put) of the underlying asset at a specified price (the “strike price”).
● Options contracts must be exercised or traded to close within a specified time frame, or they expire. See the chart in section
“Fund Portfolio” below for a description of the option contracts utilized by the Fund.
Standardized exchange-traded options include standardized terms. FLEX options are also exchange-traded, but they allow for
customizable terms (e.g., the strike price can be negotiated). For more information on FLEX options, see “Additional
Information about the Fund – Exchange Traded Options Portfolio.”
The values of the Fund’s options contracts are based on the share price of the corresponding Underlying ETP, which gives the Fund the
right or obligation to receive or deliver shares of such Underlying ETP on the expiration date of the applicable option contract in
exchange for the stated strike price, depending on whether the option contract is a call option or a put option, and whether the Fund
purchases or sells the option contract.
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Synthetic Covered Call Strategy
In seeking to achieve its investment objective, the Fund will implement a “synthetic covered call” strategy using the standardized
exchange-traded and FLEX options described above.
● A traditional covered call strategy is an investment strategy where an investor (the Fund) sells a call option on an underlying
security it owns.
● A synthetic covered call strategy is similar to a traditional covered call strategy in that the investor sells a call option that is
based on the value of the underlying security. However, in a synthetic covered call strategy, the investor (the Fund) does not
own the underlying security, but rather seeks to synthetically replicate 100% of the price movements of the underlying security
through the use of various investment instruments.
The Fund’s synthetic covered call strategy consists of the following three elements, each of which is described in greater detail farther
below:
● Synthetic long exposure to each Underlying ETP, which allows the Fund to seek to participate in the changes, up or down, in
the price of the Underlying ETP’s shares.
● Covered call writing (where each Underlying ETP’s call options are sold against the synthetic long portion of the strategy),
which allows the Fund to generate income.
● U.S. Treasuries, which are used for collateral for the options, and which also generate income.
To achieve a synthetic long exposure to each Underlying ETP, the Fund will buy call options on each Underlying ETP and,
simultaneously, sell put options on each Underlying ETP to try to replicate the price movements of the Underlying ETP. The call
options purchased by the Fund and the put options sold by the Fund will generally have one-month to one-year terms and strike
prices that are approximately equal to the then-current share price of their corresponding Underlying ETP at the time the contracts
are purchased and sold, respectively. The combination of the long call options and sold put options provides the Fund with
investment exposure equal to approximately 100% of their corresponding Underlying ETP for the duration of the applicable options
exposure.
As part of its strategy, the Fund will write (sell) call option contracts on each Underlying ETP to generate income. Since the Fund
does not directly own the Underlying ETP, these written call options will be sold short (i.e., selling a position it does not currently
own). The Fund will seek to capture a portion of each Underlying ETP’s share price appreciation (generally no more than 15%) in
a given month. The call options written (sold) by the Fund will generally have an expiration of one month or less (the “Call Period”)
and a strike price that is approximately 5%-15% above the then-current share price of their corresponding Underlying ETP at the
time of such sales.
It is important to note that the sale of the call option contracts on a particular Underlying ETP will limit the Fund’s participation in
the appreciation in that Underlying ETP’s share price. If the share price of that Underlying ETP increases, the above-referenced
synthetic long exposure alone would allow the Fund to experience similar percentage gains. However, if the Underlying ETP’s
share price appreciates beyond the strike price of one or more of the sold (short) call option contracts, the Fund will lose money on
those short call positions, and the losses will, in turn, limit the upside return of the Fund’s synthetic long exposure. As a result, the
Fund’s overall strategy (i.e., the combination of the synthetic long exposure to an Underlying ETP and the sold (short) Underlying
ETP call positions) will limit the Fund’s participation in gains in such Underlying ETP’s share price beyond a certain point.
3. U.S. Treasuries
The Fund will hold short-term U.S. Treasury securities as collateral in connection with the Fund’s synthetic covered call strategy.
The Fund intends to continuously maintain indirect exposure to each Underlying ETP through the use of options contracts. As the
options contracts it holds are exercised or expire it may enter into new options contracts, a practice referred to as “rolling.” The Fund’s
practice of rolling options may result in high portfolio turnover.
Fund’s Monthly Distributions
The Fund will seek to provide monthly income in the form of cash distributions. The Fund will seek to generate such income in the
following ways:
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● Writing (selling) call option contracts on each Underlying ETP as described above. The income comes mainly from the option
premiums received from these option sales. A premium, in this context, refers to the price the option buyer pays to the option
seller (the Fund) for the rights granted by the option. The amount of these premiums is largely affected by the fluctuations in
share prices of the Underlying ETP. However, other elements like interest rates can also influence the income level.
● Investing in short-term U.S. Treasury securities. The income generated by such securities will be influenced by interest rates
at the time of investment.
1. Decentralized Transactions: Bitcoin facilitates peer-to-peer financial transactions globally without the need for
intermediaries, reducing transaction costs and times. This feature makes it an attractive option for cross-border transfers and
remittances.
2. Store of Value: Due to its limited supply and decentralized nature, Bitcoin is perceived as a digital alternative to traditional
stores of value like gold, potentially serving as a hedge against inflation and currency devaluation.
3. Smart Contracts: While primarily associated with other blockchain platforms, the Bitcoin blockchain can execute smart
contracts—self-executing contractual agreements with the terms directly written into code—thereby enabling automated and
conditional transactions.
4. Asset Tokenization: The Bitcoin blockchain provides a platform for tokenizing assets, converting rights to an asset into a
digital token on the blockchain. This can include real estate, stocks, or other forms of assets, enhancing liquidity and market
efficiency.
5. Digital Identity Verification: Leveraging the security and immutability of the Bitcoin blockchain, companies can develop
digital identity verification systems, enhancing privacy and reducing identity theft.
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Fund Portfolio
The Fund’s principal holdings are described below:
The market value of the cash and treasuries held by the Fund is expected to be between 50% and 100% of the Fund’s net assets and the
market value of the options package is expected to be between 0% and 50% of the Fund’s net assets. In terms of notional value, the
combination of these investment instruments provides indirect investment exposure to the Underlying ETP or Underlying ETPs, as
applicable, equal to at least 100% of the Fund’s total assets.
The Fund is classified as “non-diversified” under the 1940 Act.
Under normal circumstances, the Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, in options
contracts that utilize an Underlying ETP as the reference asset. For purposes of compliance with this investment policy, derivative
contracts will be valued at their notional value.
Single Underlying ETP
At the time of this prospectus, options contracts are available for only one Underlying ETF, namely, the Bitcoin Strategy ETF (ticker:
BITO). BITO is an ETF that is registered with the SEC under the 1940 Act. BITO seeks to achieve its investment objective primarily
through managed exposure to Bitcoin futures contracts. In this manner, it seeks to provide investment results that correspond to the
performance of Bitcoin. BITO’s prospectus, periodic reports and other information filed with the SEC pursuant to the federal securities
laws are available in the EDGAR database on the SEC’s website at www.sec.gov. BITO is listed on the NYSE Arca stock exchange.
There is no guarantee that the Fund’s investment strategy will be properly implemented, and an investor may lose some or all
of its investment.
Principal Investment Risks
The principal risks 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 your investment in the Fund. Some or all of these risks may adversely affect the Fund’s net asset value (“NAV”) per share,
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trading price, yield, total return, and/or ability to meet its objective. For more information about the risks of investing in the Fund, see
the section in the Fund’s Prospectus titled “Additional Information About the Fund—Principal Risks of Investing in the Fund.”
An investment in the Fund entails risk. The Fund 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 is not a complete investment program. It is important that investors closely review all of
the risks listed below and understand them before making an investment in the Fund.
Underlying ETP Risks. The Fund’s investment strategy, involving indirect exposure to Bitcoin through one or more Underlying ETPs,
is subject to the risks associated with Bitcoin and other digital assets. These risks include market volatility, regulatory changes,
technological uncertainties, and potential financial losses. As with all investments, there is no assurance of profit, and investors should
be cognizant of these specific risks associated with digital asset markets.
● Underlying Bitcoin ETP Risks: Investing in an Underlying ETP that focuses on Bitcoin, either through direct holdings or indirectly
via derivatives like futures contracts, carries significant risks. These risks include high market volatility, which can be influenced
by technological advancements, regulatory changes, and broader economic factors. When trading derivatives, liquidity risks and
counterparty risks are substantial. Managing futures contracts can be complex and may affect the performance of an Underlying
ETP. Additionally, each Underlying ETP, and consequently the Fund, is dependent on blockchain technology, which brings
technological and cybersecurity risks, along with custodial challenges for securely storing digital assets. The constantly evolving
regulatory and legal landscape presents continuous compliance and valuation difficulties. Risks related to market concentration and
network issues in the digital asset sector further add complexity. Moreover, operational intricacies in managing digital assets and
potential market volatility can lead to losses for each Underlying ETP.
● Bitcoin Investment Risk: The Fund’s indirect investment in Bitcoin, through holdings in one or more Underlying ETPs, exposes
it to the unique risks of this emerging innovation. Bitcoin’s price is highly volatile, and its market is influenced by the changing
Bitcoin network, fluctuating acceptance levels, and unpredictable usage trends. Not being a legal tender and operating outside
central authority systems like banks, Bitcoin faces potential government restrictions. For instance, some countries may limit or ban
Bitcoin transactions, negatively impacting its market value.
The risks associated with Bitcoin include the possibility of fraud, theft, market manipulation, and security breaches in trading
platforms. A small group of large Bitcoin holders, known as “whales,” can significantly influence Bitcoin’s price. The largely
unregulated nature of Bitcoin and its trading venues heightens risks of fraudulent activities and market manipulation, which could
affect Bitcoin’s price. For example, if a group of miners gains control over a majority of the Bitcoin network, they could manipulate
transactions to their advantage. Historical instances have seen Bitcoin trading venues shut down due to fraud or security breaches,
often leaving investors without recourse and facing significant losses.
Updates to Bitcoin’s software, proposed by developers, can lead to the creation of new digital assets, or “forks,” if not broadly
adopted. This can impact Bitcoin’s demand and the Fund’s performance. The extreme volatility of Bitcoin’s market price can result
in shareholder losses. Furthermore, the operation of Bitcoin exchanges may be disrupted or cease altogether due to various issues,
further affecting Bitcoin’s price and the Fund’s investments.
The value of Bitcoin has historically been subject to significant speculation, making trading and investing in Bitcoin reliant on
market sentiment rather than traditional fundamental analysis.
Bitcoin’s price can be influenced by events unrelated to its security or utility, including instability in other speculative areas of the
crypto/blockchain space, potentially leading to substantial declines in its value.
Risks associated with crypto asset trading platforms include fragmentation, regulatory non-compliance, and the possibility of
enforcement actions by regulatory authorities, which could impact the valuation of Bitcoin-linked derivatives held by the
Underlying ETPs.
The security of the Bitcoin blockchain may be compromised if a single miner or group controls more than 50% of the network’s
hashing power, where hashing power refers to the computational capacity used to validate and secure transactions on the blockchain.
Proposed changes to the Bitcoin protocol may not be universally adopted, leading to the creation of competing blockchains (forks)
with different assets and participants, exemplified by past forks like Bitcoin Cash and Bitcoin SV.
The Bitcoin blockchain protocol may contain vulnerabilities that attackers could exploit to disrupt its operation, potentially
compromising the security and reliability of the network.
Emerging alternative public blockchains, particularly those emphasizing privacy through technologies like zero-knowledge
cryptography, pose risks and challenges to the dominance of the Bitcoin blockchain as a payment system.
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Common impediments to adopting the Bitcoin blockchain as a payment network include slow transaction processing, variability in
transaction fees, and the volatility of Bitcoin’s price, which may deter widespread adoption by businesses and consumers.
The development and use of “Layer II solutions” are critical for the scalability and functionality of the Bitcoin blockchain, but they
also introduce risks such as off-chain transaction execution, which could affect transparency and security. Layer II solutions are
off-chain protocols that improve scalability and reduce transaction costs by processing transactions outside the main blockchain
network.
Adoption and use of other blockchains supporting advanced applications like smart contracts present challenges to the dominance
of the Bitcoin blockchain, potentially impacting its long-term relevance and utility in the evolving landscape of blockchain
technology.
● Digital Assets Risk: Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate
independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility.
The trading platforms for digital assets are relatively new, largely unregulated, and thus more vulnerable to fraud and failures
compared to traditional, regulated exchanges. Shutdowns of these platforms due to fraud, technical glitches, or security issues can
significantly affect digital asset prices and market volatility.
● Digital Asset Markets Risk: The digital asset market, particularly Bitcoin, has experienced considerable volatility, leading to
market disruptions and erosion of confidence among market participants. This instability and the resultant negative publicity could
adversely affect the Fund’s reputation and trading prices. Ongoing market turbulence could significantly impact the value of the
Fund’s share.
● Blockchain Technology Risk: Blockchain technology, which underpins Bitcoin and other digital assets, is relatively new, and
many of its applications are untested. The adoption of blockchain and the development of competing platforms or technologies
could affect its usage. Investments in companies or vehicles that utilize blockchain technology are subject to market volatility and
may experience lower trading volumes compared to more established industries. Additionally, regulatory changes, internet
disruptions, cybersecurity incidents, and intellectual property disputes could further affect the adoption and functionality of
blockchain technology.
● Potentially No 1940 Act Protections. As of the date of this Prospectus, there is only a single eligible Underlying ETP, and it is an
investment company subject to the 1940 Act. However, it is expected that in the future, one or more Underlying ETP will not be
registered as an investment company subject to the 1940 Act. Accordingly, investors in such an Underlying ETP would not have
the protections expressly provided by that statute, including: provisions preventing Underlying ETP insiders from managing an
Underlying ETP to their benefit and to the detriment of shareholders; provisions preventing an Underlying ETP from issuing
securities having inequitable or discriminatory provisions; provisions preventing management by irresponsible persons; provisions
preventing the use of unsound or misleading methods of computing Underlying ETP earnings and asset value; provisions prohibiting
suspension of redemptions (except under limited circumstances); provisions limiting fund leverage; provisions imposing a fiduciary
duty on fund managers with respect to receipt of compensation for services; and provisions preventing changes in an Underlying
ETP’s character without the consent of shareholders. Although the Fund invests in one or more Underlying ETPs only indirectly,
the Fund’s investments are expected to be subject to loss as a result of these risks.
● Single Underlying ETP Risks. As of the date of this Prospectus, there is only a single eligible Underlying ETP, namely, the Bitcoin
Strategy ETF (BITO). BITO seeks to provide investment results that correspond to the performance of Bitcoin by primarily
investing in Bitcoin futures contracts. BITO does not invest directly in or hold Bitcoin. BITO is subject to many of the same risks
to which the Fund is subject. For example, Bitcoin Risks, Counterparty Risks, Derivatives Risks, ETF Risks, Liquidity Risk, Money
Market Instrument Risks, Non-Diversification Risks, and Management Risks. BITO is also subject to the following risks, which
are described in more detail in BITO’s prospectus:
○
Bitcoin Futures Risk - The market for Bitcoin futures may be less developed, and potentially less liquid and more volatile,
than more established futures markets.
○
Bitcoin Futures Capacity Risk – If BITO encounters obstacles in obtaining exposure to Bitcoin futures contracts, such as
limited liquidity or disruptions in the market, it may fail to achieve its investment objective.
○
Cost of Futures Investment Risk - When nearing expiration, BITO will “roll” Bitcoin futures contracts by selling expiring
contracts and purchasing higher-priced, longer-dated contracts, a process particularly affected by contango, historically
common in Bitcoin futures, potentially impacting BITO’s performance compared to spot Bitcoin and hindering its
investment objectives, especially if investing in back-month futures contracts.
○
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Cayman Subsidiary Investment Risk – BITO invests in futures via a wholly owned subsidiary domiciled in the Cayman
Islands. Changes in laws could result in the inability of BITO to operate as intended and could negatively affect BITO and
its shareholders.
○
Borrowing Risks - Borrowing by BITO could lead to forced liquidation of positions in unfavorable market conditions to
meet repayment obligations, amplifying the risk of loss and potentially raising BITO’s volatility.
○
Concentration Risks – Due to BITO’s substantial allocation to Bitcoin futures, BITO is susceptible to larger market
fluctuations compared to funds with more diversified investments across various industries.
Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets including stocks,
bonds, commodities, currencies, interest rates, indexes or exchange-traded products (“ETPs”), including ETFs, exchange-traded notes
(“ETNs”) and exchange traded commodities (“ETCs”) that hold or offer exposure to one or more of the foregoing assets. The Fund’s
investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other
ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund’s other
portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions. The use of
derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary
portfolio securities transactions. The use of derivatives may result in larger losses or smaller gains than directly investing in securities.
When the Fund uses derivatives, there may be imperfect correlation between the value of an Underlying ETP and its related derivatives,
which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment,
the use of derivatives may expose the Fund to losses in excess of those amounts initially invested. In addition, the Fund’s investments
in derivatives are subject to the following risks:
Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with
ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual
and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by
fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the
reference asset, the time remaining until the expiration of the option contract and economic events. For the Fund in particular,
the value of the options contracts in which it invests is substantially influenced by the share price of the related Underlying
ETP. The Fund may experience substantial downside from specific option positions and certain option positions held by the
Fund may expire worthless. The options held by the Fund are exercisable at the strike price on their expiration date. As an
option approaches its expiration date, its value typically increasingly moves with the value of the underlying instrument.
However, prior to such date, the value of an option generally does not increase or decrease at the same rate at the underlying
instrument. There may at times be an imperfect correlation between the movement in the values of an options contract and its
underlying instrument, and there may at times not be a liquid secondary market for certain options contracts. The value of the
options held by the Fund will be determined based on market quotations or other recognized pricing methods. Additionally, as
the Fund intends to continuously maintain indirect exposure to one or more Underlying ETPs through the use of options
contracts, as the options contracts it holds are exercised or expire it will enter into new options contracts, a practice referred to
as “rolling.” If the expiring options contracts do not generate proceeds enough to cover the cost of entering into new options
contracts, the Fund may experience losses.
Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some
types of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared
derivatives, the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses
and only members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared
derivatives through accounts at clearing members. In cleared derivatives positions, the Fund will make payments (including margin
payments) to and receive payments from a clearing house through their accounts at clearing members. Customer funds held at a clearing
organization in connection with any options contracts are held in a commingled omnibus account and are not identified to the name of
the clearing member’s individual customers. As a result, assets deposited by the Fund with any clearing member as margin for options
may, in certain circumstances, be used to satisfy losses of other clients of the Fund’s clearing member. In addition, although clearing
members guarantee performance of their clients’ obligations to the clearing house, there is a risk that the assets of the Fund might not
be fully protected in the event of the clearing member’s bankruptcy, as the Fund would be limited to recovering only a pro rata share of
all available funds segregated on behalf of the clearing member’s customers for the relevant account class. The Fund is also subject to
the risk that a limited number of clearing members are willing to transact on the Fund’s behalf, which heightens the risks associated
with a clearing member’s default. This risk is greater for the Fund as it seeks to hold options contracts on a single security, and not a
broader range of options contracts, which may limit the number of clearing members that are willing to transact on the Fund’s behalf.
If a clearing member defaults the Fund could lose some or all of the benefits of a transaction entered into by the Fund with the clearing
member. If the Fund cannot find a clearing member to transact with on the Fund’s behalf, the Fund may be unable to effectively
implement its investment strategy.
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Price Participation Risk. The Fund employs an investment strategy that includes the sale of call option contracts, which limits the
degree to which the Fund will participate in increases in the share price of an Underlying ETP over the Call Period. This means that if
the Underlying ETP’s share price experiences an increase in value above the strike price of the sold call options during a Call Period,
the Fund will likely not experience that increase to the same extent and may significantly underperform the Underlying ETP over the
Call Period. Additionally, because the Fund is limited in the degree to which it will participate in increases in the share price of an
Underlying ETP over each Call Period, but has full exposure to any decreases in the share price of such Underlying ETP over the Call
Period, the NAV of the Fund may decrease over any given time period. The Fund’s NAV is dependent on the values of the Fund’s
options contracts, which are based principally on the share price of their corresponding Underlying ETP. The degree of participation in
each Underlying ETP’s share price gains that the Fund will experience will depend on the Fund’s allocation to the Underlying ETP, as
well as prevailing market conditions, especially market volatility, at the time the Fund sells the call option contracts and will vary from
Call Period to Call Period. The value of the options contracts is affected by changes in the value and dividend rates of the related
Underlying ETP, changes in interest rates, changes in the actual or perceived volatility of the related Underlying ETP and the remaining
time to the options’ expiration, as well as trading conditions in the options market. As the share price of the Underlying ETP changes
and time moves towards the expiration of each Call Period, the value of the options contracts, and therefore the Fund’s NAV, will
change. However, it is not expected for the Fund’s NAV to directly correlate on a day-to-day basis with the share price returns of the
Underlying ETP or Underlying ETPs, as the case may be. The amount of time remaining until the options contract’s expiration date
affects the impact of the potential options contract income on the Fund’s NAV, which may not be in full effect until the expiration date
of the Fund’s options contracts. Therefore, while changes in the share price of each Underlying ETP will result in changes to the Fund’s
NAV, the Fund generally anticipates that the rate of change in the Fund’s NAV will be different than the cumulative net change
experienced by the share price of each Underlying ETP.
Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current monthly income. There is no assurance
that the Fund will make a distribution in any given month. If the Fund does make distributions, the amounts of such distributions will
likely vary greatly from one distribution to the next. Additionally, the monthly distributions, if any, may consist of returns of capital,
which would decrease the Fund’s NAV and trading price over time. As a result, an investor may suffer significant losses to their
investment. In addition, while each Underlying ETP may pay dividends, the Fund’s returns will not include any dividends paid by an
Underlying ETP, and any income generated by the Fund may be less than the income generated by a direct investment in one or more
Underlying ETPs.
NAV Erosion Risk Due to Distributions. When the Fund makes a distribution, the Fund’s NAV will typically drop by the amount of
the distribution on the related ex-dividend date. The repeated payment of distributions by the Fund, if any, may significantly erode the
Fund’s NAV and trading price over time. As a result, an investor may suffer significant losses to their investment.
Call Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s call writing strategy will impact the extent
that the Fund participates in the positive price returns of an Underlying ETP and, in turn, the Fund’s returns, both during the term of the
sold call options and over longer time periods. If, for example, each month the Fund were to sell 7% out-of-the-money call options on
an Underlying ETP having a one-month term, the Fund’s participation in the positive price returns of the Underlying ETP will be capped
at 7% in any given month. However, over a longer period (e.g., 5 months), the Fund should not be expected to participate fully in the
first 35% (i.e., 5 months x 7%) of the positive price returns of the Underlying ETP, or the Fund may even lose money, even if the
Underlying ETP share price has appreciated by at least that much over such period, if during any month over that period the Underlying
ETP had a return less than 7%. This example illustrates that both the Fund’s participation in the positive price returns of an Underlying
ETP and its returns will depend not only on the share prices of an Underlying ETP but also on the path that the Underlying ETP’s share
price take over time.
ETF Risks.
Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of
financial institutions that are authorized to purchase and redeem Shares directly from the Fund (known as “Authorized
Participants” or “APs”). In addition, there may be a limited number of market makers and/or liquidity providers in the
marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly
face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other
APs step forward to perform these services; or (ii) market makers and/or liquidity providers 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 investment strategy may require it to redeem Shares for cash or to otherwise include cash
as part of its redemption proceeds. For example, the 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 may be required to sell or unwind portfolio investments to obtain the
cash needed to distribute redemption proceeds. This may 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 Fund may pay out higher annual capital gain distributions than
if the in-kind redemption process was used. By paying out higher annual capital gain distributions, investors may be subjected
to increased capital gains taxes. Additionally, there may be brokerage costs or taxable gains or losses that may be imposed on
9
the Fund in connection with a cash redemption that may not have occurred if the Fund had made a redemption in-kind. These
costs could decrease the value of the Fund to the extent they are not offset by a transaction fee payable by an AP.
Costs of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage commissions imposed by
brokers and bid-ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares
may not be advisable for investors who anticipate regularly making small investments.
Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times
when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods
of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case
such premiums or discounts may be significant.
Trading. Although Shares are listed on a national securities exchange, such as NYSE Arca, Inc. (the “Exchange”), and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that an active trading market for the Shares will
develop or be maintained or that the Shares will trade with any volume, or at all, on any stock exchange. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than Shares. Shares trade on the Exchange at a market price that may be below, at or above the Fund’s
NAV. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the
Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused
by extraordinary market volatility pursuant to the Exchange “circuit breaker” rules. There can be no assurance that the
requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged.
In the event of an unscheduled market close for options contracts that reference a single security, such as those of an Underlying
ETP being halted or a market wide closure, settlement prices for such contracts will be determined by the procedures of the
listing exchange of the options contracts. As a result, the Fund could be adversely affected and be unable to implement its
investment strategies in the event of an unscheduled closing.
High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings. A high
portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses. Frequent trading may also cause adverse
tax consequences for investors in the Fund due to an increase in short-term capital gains.
Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases
the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.
Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during
times of market turmoil. This risk is greater for the Fund as it will hold options contracts on a single security, and not a broader range
of options contracts. Markets for securities or financial instruments could be disrupted by a number of events, including, but not limited
to, an economic crisis, natural disasters, epidemics/pandemics, new legislation or regulatory changes inside or outside the United States.
Illiquid securities may be difficult to value, especially in changing or volatile markets. If the Fund is forced to sell an illiquid security at
an unfavorable time or price, the Fund may be adversely impacted. Certain market conditions or restrictions, such as market rules related
to short sales, may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with an Underlying ETP. There
is no assurance that a security that is deemed liquid when purchased will continue to be liquid. Market illiquidity may cause losses for
the Fund.
Management Risk. The Fund is subject to management risk because it is an actively managed portfolio. In managing the Fund’s
investment portfolio, the portfolio managers will apply investment techniques and risk analyses that may not produce the desired result.
There can be no guarantee that the Fund will meet its investment objective.
Money Market Instrument Risk. The Fund may use a variety of money market instruments for cash management purposes, including
money market funds, depositary accounts and repurchase agreements. Repurchase agreements are contracts in which a seller of securities
agrees to buy the securities back at a specified time and price. Repurchase agreements may be subject to market and credit risk related
to the collateral securing the repurchase agreement. Money market instruments, including money market funds, may lose money through
fees or other means.
New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective
investors do not have a track record or history on which to base their investment decisions.
Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a
single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a
single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a
more diversified portfolio.
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Operational Risk. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error,
processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate
processes and technology or systems failures. The Fund relies on third-parties for a range of services, including custody. Any delay or
failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objective.
Although the Fund, Adviser, and Sub-Adviser seek to reduce these operational risks through controls and procedures, there is no way
to completely protect against such risks.
Recent Market Events Risk. U.S. and international markets have experienced significant periods of volatility in recent years and
months due to a number of economic, political and global macro factors including the impact of COVID-19 as a global pandemic, which
has resulted in a public health crisis, disruptions to business operations and supply chains, stress on the global healthcare system, growth
concerns in the U.S. and overseas, staffing shortages and the inability to meet consumer demand, and widespread concern and
uncertainty. The global recovery from COVID-19 is proceeding at slower than expected rates due to the emergence of variant strains
and may last for an extended period of time. Continuing uncertainties regarding interest rates, rising inflation, political events, rising
government debt in the U.S. and trade tensions also contribute to market volatility. Conflict, loss of life and disaster connected to ongoing
armed conflict between Ukraine and Russia in Europe and between Israel and Hamas in the Middle East could have severe adverse
effects on the related region, including significant adverse effects on the regional or global economies and the markets for certain
securities. The U.S. and the European Union have imposed sanctions on certain Russian individuals and companies, including certain
financial institutions, and have limited certain exports and imports to and from Russia. These conflicts have contributed to recent market
volatility and may continue to do so.
Focused Portfolio Risk: The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the
Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in investments that
provide indirect exposure to Bitcoin.
Tax Risk. The Fund intends to elect and to qualify each year to be treated as a RIC under Subchapter M of the Code. As a RIC, the
Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to
Shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify as a RIC for any taxable year and
certain relief provisions are not available, the Fund’s taxable income 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 with the asset diversification test applicable to a RIC, the Fund will
attempt to ensure that the value of options it holds is never 25% of the total value of Fund assets at the close of any quarter. If the Fund’s
investments in options were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period
to cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC.
U.S. Government and U.S. Agency Obligations Risk. The Fund may invest in securities issued by the U.S. government or its agencies
or instrumentalities. U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities, such as the U.S. Treasury. Payment of principal and interest on U.S. Government
obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency
or instrumentality itself. In the latter case, the investor must look principally to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment, which agency or instrumentality may be privately owned. There can be no assurance that the U.S.
Government would provide financial support to its agencies or instrumentalities (including government-sponsored enterprises) where it
is not obligated to do so.
Performance
Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the
date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the
Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns
compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will
perform in the future, historical performance may give you some indication of the risks of investing in the Fund. Updated performance
information will be available on the Fund’s website at www.yieldmaxetfs.com.
Management
Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.
Investment Sub-Adviser: ZEGA Financial, LLC serves as the investment sub-adviser to the Fund.
Portfolio Managers:
The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.
Mick Brokaw, Portfolio Manager for the Sub-Adviser, has been a portfolio manager of the Fund since its inception in 2024.
Jay Pestrichelli, Portfolio Manager for the Sub-Adviser, has been a portfolio manager of the Fund since its inception in 2024.
11
Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2024.
Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2024.
CFA® is a registered trademark owned by the CFA Institute.
Purchase and Sale of Shares
The Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only Authorized Participants (Aps)
(typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio
of securities (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Shares are listed on a national securities exchange, such as the Exchange, and individual Shares may only be bought and sold in the
secondary market through brokers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares
may trade at a price greater than NAV (premium) or less than NAV (discount).
An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (the
“bid” price) and the lowest price a seller is willing to accept for Shares (the “ask” price) when buying or selling Shares in the secondary
market. This difference in bid and ask prices is often referred to as the “bid-ask spread.”
When available, information regarding the Fund’s NAV, 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 website at www.yieldmaxetfs.com.
Tax Information
Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless an
investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
Financial Intermediary Compensation
If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Adviser or its
affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed to make
Intermediaries more knowledgeable about exchange-traded products, including the Fund, or for other activities, such as marketing,
educational training, or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by
influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not
result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
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● The Fund purchases call option contracts on each Underlying ETP generally having one-month to six-month terms and strike
prices equal to the then-current price of each Underlying ETP at the time of the purchase to provide the Fund exposure to the
upside price returns of the Underlying ETP. As a buyer of call option contracts, the Fund pays a premium to the seller of the
options contracts to obtain the right to participate in the price returns of the Underlying ETP beyond the strike price of the
purchased call option contract at expiration (or earlier, if the Fund closes the option contract prior to expiration); and
● The Fund simultaneously sells put option contracts on each Underlying ETP to help pay the premium of the purchased call
option contracts on the Underlying ETP described above. The Fund sells put option contracts that also generally have one-
month to six-month terms and strike prices equal to the then-current price of the Underlying ETP at the time of the sales to
provide the Fund exposure to the downside price returns of each Underlying ETP. As a seller of a put option contract, the Fund
receives a premium from the buyer of the option contract in exchange for the Fund’s obligation, if exercised, to purchase the
relevant Underlying ETP at the strike price if the buyer exercises the option contract.
● The combination of the purchased call options and the sold put options provides the Fund with investment exposure equal to
approximately 100% of the aggregate notional value of an Underlying ETP for the duration of the applicable options exposure.
● The Fund sells call option contracts whose values are based on the share price of their corresponding Underlying ETP to
generate income via option premiums. On a monthly basis or more frequently, the Fund will sell call option contracts on each
Underlying ETP with expiration dates of approximately one month or less in the future at strike prices that are approximately
equal to 0%-15% above the then-current share price of each Underlying ETP. By doing so, the Fund gives up the potential to
fully participate in an Underlying ETP’s gains, if any, beyond the strike price of the sold call options in exchange for income
received in the form of call option premium. If the price of an Underlying ETP is less than the call option’s strike price at the
expiration of the contract, the option contract will expire worthless and the Fund’s return on the sold call position will be the
premium originally received for selling the option contract. If the price of an Underlying ETP is greater than the strike price at
the expiration of the option contract, the Fund will forgo all of the returns that exceed the strike price of the option contract,
and there will be a cost to “close out” the now in-the-money call options. The short call options are “closed out” (repurchased)
prior to their expiration so that the Fund will not get assigned the, now, in-the-money call options. At times the call options
may be “rolled” instead of simply closed. This is to say that new call options are simultaneously sold to open a new short call
position, while the previously sold calls are repurchased to close out the original short call position.
● The Fund purchases multiple series of U.S. Treasury securities to collateralize the options contracts it sells. The U.S. Treasury
securities also provide monthly income.
The Fund’s sale of call option contracts to generate income limits the degree to which the Fund will participate in increases in the share
price of an Underlying ETP. This means that if an Underlying ETP experiences an increase in the share price, the Fund will likely
not experience that increase to the same extent (i.e., there is no participation beyond the level of the strike price of the sold call
option contracts) and may result in the Fund significantly underperforming that Underlying ETP. The degree of participation in
an Underlying ETP’s gains will depend on the strike price of the short call option contracts and prevailing market conditions, especially
market volatility, at the time the Fund sells the call option contracts. The potential for upside returns on an Underlying ETP will also
depend on whether the Fund fully “covers” its potential upside price return exposure to that Underlying ETP by virtue of its sold call
option contracts. If the Fund fully covers the upside price return exposure to an Underlying ETP, the Fund’s potential upside to the
Underlying ETP’s price returns will be completely capped at the sold call options’ strike price, meaning the Fund may forgo all price
returns experienced by the Underlying ETP beyond the strike price. If the Fund partially covers its potential upside return exposure with
the sold call option, the Fund will have muted returns beyond the strike price of the sold call option to the extent that the Underlying
ETP’s share price appreciates beyond the strike price.
The sale of call option contracts will offset losses experienced by an Underlying ETP only to the extent of premiums received from such
sold call option contracts. The Fund expects to participate in the price return losses of each Underlying ETP over the duration of the
options contracts beyond the income received from the sold call option contract premiums. However, the impact of a decrease in the
price of the options for any individual Underlying ETP will be proportional to its weight in the Fund’s portfolio.
There is no guarantee that the Fund’s investment strategy will be properly implemented, and an investor may lose some or all
of its investment.
The Fund’s NAV is dependent on the values of its options contracts, which are based principally on the share price of their corresponding
Underlying ETP, the volatility of the Underlying ETP, which influences short call prices, and the time remaining until the expiration
date of the short call option contracts. The Fund’s synthetic long exposure strategy will effectively allow that portion of the Fund’s
assets to move in synch with the daily changes in each corresponding Underlying ETP’s share price.
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However, the Fund’s participation in the potential upside in an Underlying ETP’s returns is limited by virtue of its sold option contract
positions. The degree to which a shareholder may benefit from the upside exposure to an Underlying ETP obtained by the Fund will
depend on the time at which the investor purchases Shares of the Fund and the price movements of the Underlying ETP. At any given
time, there may be limited upside potential. If the price of a majority of the Underlying ETP is near or has exceeded the strike price of
the Fund’s sold call option contracts when an investor purchases Shares, such investor may have little to no upside potential remaining
until the current short calls are replaced by a new set of short call, as well as remain vulnerable to significant downside risk, including
the loss of their entire investment.
The following table provides an overview of the Fund’s anticipated performance versus various changes in the price of Bitcoin (via the
Underlying ETPs).
Price Movement of Bitcoin Anticipated Fund Performance & Performance Relative to Bitcoin*
Slow rise in Bitcoin prices Increase in Fund NAV – Outperformance vs Bitcoin
Decline in Bitcoin or flat performance Decline or flat Fund NAV – Outperformance vs Bitcoin
Significant price appreciation Increase in Fund NAV – Underperformance vs Bitcoin
* The Fund’s actual NAV performance and performance against the price of Bitcoin may differ, primarily due to path dependency as
discussed above. Also, please see Price Participation Risk and Call Writing Strategy Risk.
The Fund will invest significantly in short-term (6-month to 2-year) U.S. Treasury securities as collateral in connection with the Fund’s
synthetic covered call strategy. U.S. Treasury securities are government debt instruments issued by the United States Department of the
Treasury and are backed by the full faith and credit of the United States government. The Fund’s investments in U.S. Treasury securities
contribute to the monthly income sought by the Funds.
Exchange Traded Options Portfolio
The Fund will purchase and sell a combination of exchange traded call and put options contracts. In general, put options give the holder
(i.e., the buyer) the right to sell an asset (or deliver the cash value of the asset, in case of certain put options) and the seller (i.e., the
writer) of the put has the obligation to buy the asset (or receive cash value of the asset, in case of certain put options) at a certain defined
price. Call options give the holder (i.e., the buyer) the right to buy an asset (or receive cash value of the asset, in case of certain call
options) and the seller (i.e., the writer) the obligation to sell the asset (or deliver cash value of the asset, in case of certain call options)
at a certain defined price.
FLEX options are customized options contracts that trade on an exchange but provide investors with the ability to customize key contract
terms like strike price, style and expiration date while achieving price discovery in competitive, transparent auctions markets and
avoiding the counterparty exposure of “over-the-counter” (“OTC”) options positions. Like traditional exchange-traded options, FLEX
Options are guaranteed for settlement by the OCC, a market clearinghouse that guarantees performance by counterparties to certain
derivatives contracts.
The FLEX options in which the Fund may invest are all European style options (options that are exercisable only on the expiration date).
The FLEX options are listed on the Chicago Board Options Exchange.
The Fund will use the market value of its derivatives holdings for the purpose of determining compliance with the 1940 Act and the
rules promulgated thereunder. Since the options held by the Fund are exchange-traded, these will be valued on a mark-to-market basis.
In the event market prices are not available, the Fund will use fair value pricing pursuant to the fair value procedures (described below).
Underlying ETP Strategy Descriptions
An Underlying ETP in which the Fund may invest may include both:
• an ETP that invests directly in Bitcoin as its primary underlying asset, and
• an ETP that invests indirectly in Bitcoin via derivatives contracts based on Bitcoin’s prices.
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the Adviser to materially amend the terms of agreements with an unaffiliated sub-adviser (including an increase in the fee paid by the
Adviser to the unaffiliated sub-adviser (and not paid by the Fund)) or to continue the employment of an unaffiliated sub-adviser after an
event that would otherwise cause the automatic termination of services with Board approval, but without shareholder approval.
Shareholders will be notified of any unaffiliated sub-adviser changes. The Adviser has the ultimate responsibility, subject to oversight
by the Board, to oversee a sub-adviser and recommend their hiring, termination and replacement.
Investments by Registered Investment Companies
Section 12(d)(1) of the 1940 Act restricts investments by investment companies in the securities of other investment companies.
However, registered investment companies are permitted to invest in other investment companies beyond the limits set forth in Section
12(d)(1) in recently adopted rules under the 1940 Act, subject to certain conditions. The Fund may rely on Rule 12d1-4 of the 1940 Act,
which provides an exemption from Section 12(d)(1) that allows the Fund to invest beyond the limits set forth in Section 12(d)(1) if the
Fund satisfies certain conditions specified in Rule 12d1-4, including, among other conditions, that the Fund and its advisory group will
not control (individually or in the aggregate) an acquired fund (e.g., hold more than 25% of the outstanding voting securities of an
acquired fund that is a registered open-end management investment company).
Principal Risks of Investing in the Fund
There can be no assurance that the Fund will achieve its investment objective. The following information is in addition to, and should
be read along with, the description of the Fund’s principal investment risks in the section titled “Fund Summary— Principal Investment
Risks” above. Following the Fund-specific Underlying ETP risks, the remaining principal risks are presented in alphabetical order to
facilitate finding particular risks and comparing them with those of other funds. Each risk summarized below is considered a “principal
risk” of investing in the Fund, regardless of the order in which it appears.
Call Writing Strategy Risk. The path dependency (i.e., the continued use) of the Fund’s call writing strategy will impact the extent
that the Fund participates in the positive price returns of an Underlying ETP and, in turn, the Fund’s returns, both during the term of the
sold call options and over longer time periods. If, for example, each month the Fund were to sell 7% out-of-the-money call options on
an Underlying ETP having a one-month term, the Fund’s participation in the positive price returns of the Underlying ETP will be capped
at 7% in any given month. However, over a longer period (e.g., 5 months), the Fund should not be expected to participate fully in the
first 35% (i.e., 5 months x 7%) of the positive price returns of the Underlying ETP, or the Fund may even lose money, even if the
Underlying ETP share price has appreciated by at least that much over such period, if during any month over that period the Underlying
ETP had a return less than 7%. This example illustrates that both the Fund’s participation in the positive price returns of an Underlying
ETP and its returns will depend not only on the share prices of an Underlying ETP but also on the path that the Underlying ETP’s share
prices take over time.
Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in options contracts. Transactions in some types
of derivatives, including options, are required to be centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives,
the Fund’s counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only
members of a clearing house (“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives
through accounts at clearing members. In cleared derivatives positions, the Fund will make payments (including margin payments) to and
receive payments from a clearing house through their accounts at clearing members. Customer funds held at a clearing organization in
connection with any options contracts are held in a commingled omnibus account and are not identified to the name of the clearing
member’s individual customers. As a result, assets deposited by the Fund with any clearing member as margin for options may, in certain
circumstances, be used to satisfy losses of other clients of the Fund’s clearing member. In addition, although clearing members guarantee
performance of their clients’ obligations to the clearing house, there is a risk that the assets of the Fund might not be fully protected in the
event of the clearing member’s bankruptcy, as the Fund would be limited to recovering only a pro rata share of all available funds
segregated on behalf of the clearing member’s customers for the relevant account class. The Fund is also subject to the risk that a limited
number of clearing members are willing to transact on the Fund’s behalf, which heightens the risks associated with a clearing member’s
default. This risk is greater for the Fund as it seeks to hold options contracts on a single security, and not a broader range of options
contracts, which may limit the number of clearing members that are willing to transact on the Fund’s behalf. If a clearing member defaults
the Fund could lose some or all of the benefits of a transaction entered into by the Fund with the clearing member. If the Fund cannot find
a clearing member to transact with on the Fund’s behalf, the Fund may be unable to effectively implement its investment strategy.
Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks,
bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and
greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market,
imperfect correlation with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability,
counterparty risk, liquidity, valuation and legal restrictions. The use of derivatives is a highly specialized activity that involves
investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of derivatives
may result in larger losses or smaller gains than directly investing in securities. When the Fund uses derivatives, there may be imperfect
correlation between the value of an Underlying ETP and its related derivatives, which may prevent the Fund from achieving its
investment objective. Because derivatives often require only a limited initial investment, the use of derivatives may expose the Fund to
losses in excess of those amounts initially invested. In addition, the Fund’s investments in derivatives are subject to the following risks:
15
Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with
ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual
and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by
fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the
reference asset, the time remaining until the expiration of the option contract and economic events. For the Fund in particular,
the value of the options contracts in which it invests is substantially influenced by the share price of the related Underlying
ETP. The Fund may experience substantial downside from specific option positions and certain option positions held by the
Fund may expire worthless. The options held by the Fund are exercisable at the strike price on their expiration date. As an
option approaches its expiration date, its value typically increasingly moves with the value of the underlying instrument.
However, prior to such date, the value of an option generally does not increase or decrease at the same rate at the underlying
instrument. There may at times be an imperfect correlation between the movement in the values of an options contract and its
underlying instrument, and there may at times not be a liquid secondary market for certain options contracts. The value of the
options held by the Fund will be determined based on market quotations or other recognized pricing methods. Additionally, as
the Fund intends to continuously maintain indirect exposure to one or more Underlying ETPs through the use of options
contracts, as the options contracts it holds are exercised or expire it will enter into new options contracts, a practice referred to
as “rolling.” If the expiring options contracts do not generate proceeds enough to cover the cost of entering into new options
contracts, the Fund may experience losses.
Distribution Risk. As part of the Fund’s investment objective, the Fund seeks to provide current monthly income. There is no assurance
that the Fund will make a distribution in any given month. If the Fund makes distributions, the amounts of such distributions will likely
vary greatly from one distribution to the next. Additionally, monthly distributions, if any, may consist of returns of capital, which would
decrease the Fund’s NAV and trading price over time. As a result, an investor may suffer significant losses to their investment. In
addition, while each Underlying ETP may pay dividends, the Fund’s returns will not include any dividends paid by an Underlying ETP,
and any income generated by the Fund may be less than the income generated by a direct investment in one or more Underlying ETPs.
ETF Risks.
Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial
institutions that are authorized to purchase and redeem Shares directly from the Fund (known as “Authorized Participants” or
“APs”). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these
services; or (ii) market makers and/or liquidity providers 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 investment strategy may require it to redeem Shares for cash or to otherwise include cash as
part of its redemption proceeds. For example, the 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 may be required to sell or unwind portfolio investments to obtain the cash needed
to distribute redemption proceeds. This may 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 Fund may pay out higher annual capital gain distributions than if the in-kind redemption
process was used. By paying out higher annual capital gain distributions, investors may be subjected to increased capital gains
taxes. Additionally, there may be brokerage costs or taxable gains or losses that may be imposed on the Fund in connection with a
cash redemption that may not have occurred if the Fund had made a redemption in-kind. These costs could decrease the value of
the Fund to the extent they are not offset by a transaction fee payable by an AP.
Costs of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage commissions imposed by
brokers and bid-ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares
may not be advisable for investors who anticipate regularly making small investments.
Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the
market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and
demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market
declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or
discounts may be significant.
Trading. Although Shares are listed on a national securities exchange, such as the Exchange, and may be traded on U.S. exchanges
other than the Exchange, there can be no assurance that an active trading market for the Shares will develop or be maintained or
that the Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares
may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares.
Shares trade on the Exchange at a market price that may be below, at or above the Fund’s NAV. Trading in Shares on the Exchange
16
may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In
addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the
Exchange “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing
of the Fund will continue to be met or will remain unchanged. In the event of an unscheduled market close for options contracts
that reference a single security, such as those of an Underlying ETP being halted or a market wide closure, settlement prices for
such contracts will be determined by the procedures of the listing exchange of the options contracts. As a result, the Fund could be
adversely affected and be unable to implement its investment strategies in the event of an unscheduled closing.
Focused Portfolio Risk: The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the
Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in investments that
provide indirect exposure to Bitcoin.
High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the securities in its portfolio.
A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses. Frequent trading may also cause
adverse tax consequences for investors in the Fund due to an increase in short-term capital gains.
Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases
the value of money. As inflation increases, the present value of the Fund’s assets and distributions, if any, may decline.
Liquidity Risk. Some securities held by the Fund, including options contracts, may be difficult to sell or be illiquid, particularly during
times of market turmoil. This risk is greater to the Fund as it will hold options contracts on a single security, and not a broader range of
options contracts. Markets for securities or financial instruments could be disrupted by a number of events, including, but not limited
to, an economic crisis, natural disasters, epidemics/pandemics, new legislation or regulatory changes inside or outside the United States.
Illiquid securities may be difficult to value, especially in changing or volatile markets. If the Fund is forced to sell an illiquid security at
an unfavorable time or price, such Fund may be adversely impacted. Certain market conditions or restrictions, such as market rules
related to short sales, may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with an Underlying
ETP. There is no assurance that a security that is deemed liquid when purchased will continue to be liquid. Market illiquidity may cause
losses for the Fund.
Management Risk. The Fund is subject to management risk because it is an actively managed portfolio. In managing the Fund’s
investment portfolio, the portfolio managers will apply investment techniques and risk analyses that may not produce the desired result.
There can be no guarantee that the Fund will meet its investment objective.
Money Market Instrument Risk. The Fund may use a variety of money market instruments for cash management purposes, including
money market funds, depositary accounts and repurchase agreements. Repurchase agreements are contracts in which a seller of securities
agrees to buy the securities back at a specified time and price. Repurchase agreements may be subject to market and credit risk related
to the collateral securing the repurchase agreement. Money market instruments, including money market funds, may lose money through
fees or other means.
NAV Erosion Risk Due to Distributions. If the Fund makes a distribution, the Fund’s NAV will typically drop by the amount of the
distribution on the related ex-dividend date. The repeated payment of distributions, if any, by the Fund may significantly erode the
Fund’s NAV and trading price over time. As a result, an investor may suffer significant losses to their investment.
New Fund Risk. The Fund was recently organized with no operating history. As a result, prospective investors do not have a track
record or history on which to base their investment decisions. There can be no assurance that the Fund will grow to or maintain an
economically viable size.
Non-Diversification Risk. Because the Fund is “non-diversified,” the Fund may invest a greater percentage of its assets in the securities
of a single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a
single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater degree than if such Fund held a
more diversified portfolio. This may increase the Fund’s volatility and have a greater impact on such Fund’s performance.
Operational Risk. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error,
processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate
processes and technology or systems failures. The Fund relies on third-parties for a range of services, including custody. Any delay or
failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objective.
Although the Fund and the Fund’s investment advisor seek to reduce these operational risks through controls and procedures, there is
no way to completely protect against such risks.
Price Participation Risk. The Fund employs an investment strategy that includes the sale of call option contracts, which limits the degree
to which the Fund will participate in increases in value experienced by an Underlying ETP over the Call Period. This means that if an
Underlying ETP experiences an increase in value above the strike price of the sold call options during a Call Period, the Fund will likely
not experience that increase to the same extent and may significantly underperform the Underlying ETP over the Call Period. Additionally,
17
because the Fund is limited in the degree to which it will participate in increases in value experienced by an Underlying ETP over each
Call Period, but has full exposure to any decreases in value experienced by such Underlying ETP over the Call Period, the NAV of the
Fund may decrease over any given time period. The Fund’s NAV is dependent on the values of its options contracts, which are based
principally upon the share price of their corresponding Underlying ETP. The degree of participation in an Underlying ETP’s share price
gains that the Fund will experience will depend on the Fund’s allocation to such Underlying ETP, as well as on prevailing market
conditions, especially market volatility, at the time the Fund sells the call option contracts, and will vary from Call Period to Call Period.
The value of the options contracts is affected by changes in the value and dividend rates of an Underlying ETP, changes in interest rates,
changes in the actual or perceived volatility of the related Underlying ETP and the remaining time to the options’ expiration, as well as
trading conditions in the options market. As the price of an Underlying ETP changes and time moves towards the expiration of each Call
Period, the value of the options contracts, and therefore the Fund’s NAV, will change. However, it is not expected for the Fund’s NAV
to directly correlate on a day-to-day basis with the returns of the Underlying ETP or Underlying ETPs, as the case may be. The amount
of time remaining until the options contract’s expiration date affects the impact of the potential options contract income on the Fund’s
NAV, which may not be in full effect until the expiration date of the Fund’s options contracts. Therefore, while changes in the price of an
Underlying ETP will result in changes to the Fund’s NAV, the Fund generally anticipates that the rate of change in the Fund’s NAV will
be different than that experienced by the Underlying ETP or Underlying ETPs, as applicable.
Recent Market Events Risk. U.S. and international markets have experienced significant periods of volatility in recent years and
months due to a number of economic, political and global macro factors including the impact of COVID-19 as a global pandemic and
related public health crisis, growth concerns in the U.S. and overseas, uncertainties regarding interest rates, rising inflation, trade
tensions, and the threat of tariffs imposed by the U.S. and other countries. In particular, the global spread of COVID-19 has resulted in
disruptions to business operations and supply chains, stress on the global healthcare system, growth concerns in the U.S. and overseas,
staffing shortages and the inability to meet consumer demand, and widespread concern and uncertainty. The global recovery from
COVID-19 is proceeding at slower than expected rates due to the emergence of variant strains and may last for an extended period of
time. Health crises and related political, social and economic disruptions caused by the spread of COVID-19 may also exacerbate other
pre-existing political, social and economic risks in certain countries. Conflict, loss of life and disaster connected to ongoing armed
conflict between Ukraine and Russia in Europe and between Israel and Hamas in the Middle East could have severe adverse effects on
the related region, including significant adverse effects on the regional or global economies and the markets for certain securities. The
U.S. and the European Union imposed sanctions on certain Russian individuals and companies, including certain financial institutions,
and have limited certain exports and imports to and from Russia. The war has contributed to recent market volatility and may continue
to do so. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices,
the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to
address market disruptions. As a result, the risk environment remains elevated. The Adviser will monitor developments and seek to
manage the Fund in a manner consistent with achieving the Fund’s investment objective, but there can be no assurance that they will be
successful in doing so.
Significant market volatility and market downturns may limit the Fund’s ability to sell securities and obtain long exposure to securities,
and the Fund’s sales and long exposures may exacerbate the market volatility and downturn. Under such circumstances, the Fund may
have difficulty achieving its investment objective for one or more trading days, which may adversely impact the Fund’s returns on those
days and periods inclusive of those days. Alternatively, the Fund may incur higher costs in order to achieve its investment objective and
may be forced to purchase and sell securities (including other ETPs’ shares) at market prices that do not represent their fair value
(including in the case of an ETF, its NAV) or at times that result in differences between the price such Fund receives for the security
and the market closing price of the security. Under those circumstances, the Fund’s ability to track one or more Underlying ETPs is
likely to be adversely affected, the market price of Shares may reflect a greater premium or discount to NAV and bid-ask spreads in
Shares may widen, resulting in increased transaction costs for secondary market purchasers and sellers.
Tax Risk. The Fund intends to elect and to qualify each year to be treated as a RIC under Subchapter M of the Code. As a RIC, the
Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to
Shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify as a RIC for any taxable year and
certain relief provisions are not available, the Fund’s taxable income 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 with the asset diversification test applicable to a RIC, the Fund will
attempt to ensure that the value of options it holds is never 25% of the total value of Fund assets at the close of any quarter. If the Fund’s
investments in options were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period
to cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC.
Underlying ETP Risks. The Fund’s investment strategy, involving indirect exposure to Bitcoin through one or more Underlying ETPs,
is subject to the risks associated with Bitcoin and other digital assets. These risks include market volatility, regulatory changes,
technological uncertainties, and potential financial losses. As with all investments, there is no assurance of profit, and investors should
be cognizant of these specific risks associated with digital asset markets.
● Underlying Bitcoin ETP Risks: Investing in an Underlying ETP that focuses on Bitcoin, either through direct holdings or indirectly
via derivatives like futures contracts, carries significant risks. These risks include high market volatility, which can be influenced
18
by technological advancements, regulatory changes, and broader economic factors. When trading derivatives, liquidity risks and
counterparty risks are substantial. Managing futures contracts can be complex and may affect the performance of an Underlying
ETP. Additionally, each Underlying ETP, and consequently the Fund, is dependent on blockchain technology, which brings
technological and cybersecurity risks, along with custodial challenges for securely storing digital assets. The constantly evolving
regulatory and legal landscape presents continuous compliance and valuation difficulties. Risks related to market concentration and
network issues in the digital asset sector further add complexity. Moreover, operational intricacies in managing digital assets and
potential market volatility can lead to losses for each Underlying ETP.
● Bitcoin Investment Risk: The Fund’s indirect investment in Bitcoin, through holdings in one or more Underlying ETPs, exposes
it to the unique risks of this emerging innovation. Bitcoin’s price is highly volatile, and its market is influenced by the changing
Bitcoin network, fluctuating acceptance levels, and unpredictable usage trends. Not being a legal tender and operating outside
central authority systems like banks, Bitcoin faces potential government restrictions. For instance, some countries may limit or ban
Bitcoin transactions, negatively impacting its market value.
The risks associated with Bitcoin include the possibility of fraud, theft, market manipulation, and security breaches in trading
platforms. A small group of large Bitcoin holders, known as “whales,” can significantly influence Bitcoin’s price. The largely
unregulated nature of Bitcoin and its trading venues heightens risks of fraudulent activities and market manipulation, which could
affect Bitcoin’s price. For example, if a group of miners gains control over a majority of the Bitcoin network, they could manipulate
transactions to their advantage. Historical instances have seen Bitcoin trading venues shut down due to fraud or security breaches,
often leaving investors without recourse and facing significant losses.
Updates to Bitcoin’s software, proposed by developers, can lead to the creation of new digital assets, or “forks,” if not broadly
adopted. This can impact Bitcoin’s demand and the Fund’s performance. The extreme volatility of Bitcoin’s market price can result
in shareholder losses. Furthermore, the operation of Bitcoin exchanges may be disrupted or cease altogether due to various issues,
further affecting Bitcoin’s price and the Fund’s investments.
Updates to Bitcoin’s software, proposed by developers, can lead to the creation of new digital assets, or “forks,” if not broadly
adopted. This can impact Bitcoin’s demand and the Fund’s performance. The extreme volatility of Bitcoin’s market price can result
in shareholder losses. Furthermore, the operation of Bitcoin exchanges may be disrupted or cease altogether due to various issues,
further affecting Bitcoin’s price and the Fund’s investments.
The value of Bitcoin has historically been subject to significant speculation, making trading and investing in Bitcoin reliant on
market sentiment rather than traditional fundamental analysis.
Bitcoin’s price can be influenced by events unrelated to its security or utility, including instability in other speculative areas of the
crypto/blockchain space, potentially leading to substantial declines in its value.
Risks associated with crypto asset trading platforms include fragmentation, regulatory non-compliance, and the possibility of
enforcement actions by regulatory authorities, which could impact the valuation of Bitcoin-linked derivatives held by the
Underlying ETPs.
The security of the Bitcoin blockchain may be compromised if a single miner or group controls more than 50% of the network’s
hashing power, where hashing power refers to the computational capacity used to validate and secure transactions on the blockchain.
Proposed changes to the Bitcoin protocol may not be universally adopted, leading to the creation of competing blockchains (forks)
with different assets and participants, exemplified by past forks like Bitcoin Cash and Bitcoin SV.
The Bitcoin blockchain protocol may contain vulnerabilities that attackers could exploit to disrupt its operation, potentially
compromising the security and reliability of the network.
Emerging alternative public blockchains, particularly those emphasizing privacy through technologies like zero-knowledge
cryptography, pose risks and challenges to the dominance of the Bitcoin blockchain as a payment system.
Common impediments to adopting the Bitcoin blockchain as a payment network include slow transaction processing, variability in
transaction fees, and the volatility of Bitcoin’s price, which may deter widespread adoption by businesses and consumers.
The development and use of “Layer II solutions” are critical for the scalability and functionality of the Bitcoin blockchain, but they
also introduce risks such as off-chain transaction execution, which could affect transparency and security. Layer II solutions are off-
chain protocols that improve scalability and reduce transaction costs by processing transactions outside the main blockchain network.
Adoption and use of other blockchains supporting advanced applications like smart contracts present challenges to the dominance
of the Bitcoin blockchain, potentially impacting its long-term relevance and utility in the evolving landscape of blockchain
technology.
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● Digital Assets Risk: Digital assets like Bitcoin, designed as mediums of exchange, are still an emerging asset class. They operate
independently of any central authority or government backing and are subject to regulatory changes and extreme price volatility.
The trading platforms for digital assets are relatively new, largely unregulated, and thus more vulnerable to fraud and failures
compared to traditional, regulated exchanges. Shutdowns of these platforms due to fraud, technical glitches, or security issues can
significantly affect digital asset prices and market volatility.
● Digital Asset Markets Risk: The digital asset market, particularly Bitcoin, has experienced considerable volatility, leading to
market disruptions and erosion of confidence among market participants. This instability and the resultant negative publicity could
adversely affect the Fund’s reputation and trading prices. Ongoing market turbulence could significantly impact the value of the
Fund’s share.
● Blockchain Technology Risk: Blockchain technology, which underpins Bitcoin and other digital assets, is relatively new, and
many of its applications are untested. The adoption of blockchain and the development of competing platforms or technologies
could affect its usage. Investments in companies or vehicles that utilize blockchain technology are subject to market volatility and
may experience lower trading volumes compared to more established industries. Additionally, regulatory changes, internet
disruptions, cybersecurity incidents, and intellectual property disputes could further affect the adoption and functionality of
blockchain technology.
● Potentially No 1940 Act Protections. Currently, the Underlying ETP is an investment company subject to the 1940 Act. However,
it is expected that in the future, one or more Underlying ETPs will not be registered as an investment company subject to the 1940
Act. Accordingly, investors in such an Underlying ETP would not have the protections expressly provided by that statute, including:
provisions preventing Underlying ETP insiders from managing an Underlying ETP to their benefit and to the detriment of
shareholders; provisions preventing an Underlying ETP from issuing securities having inequitable or discriminatory provisions;
provisions preventing management by irresponsible persons; provisions preventing the use of unsound or misleading methods of
computing Underlying ETP earnings and asset value; provisions prohibiting suspension of redemptions (except under limited
circumstances); provisions limiting fund leverage; provisions imposing a fiduciary duty on fund managers with respect to receipt
of compensation for services; and provisions preventing changes in an Underlying ETP’s character without the consent of
shareholders. Although the Fund invests in one or more Underlying ETPs only indirectly, the Fund’s investments are expected to
be subject to loss as a result of these risks.
● Single Underlying ETP Risks. As of the date of this Prospectus, there is only a single eligible Underlying ETP, namely, the Bitcoin
Strategy ETF (BITO). BITO seeks to provide investment results that correspond to the performance of Bitcoin by primarily
investing in Bitcoin futures contracts. BITO does not invest directly in or hold Bitcoin. BITO is subject to many of the same risks
to which the Fund is subject. For example, Bitcoin Risks, Counterparty Risks, Derivatives Risks, ETF Risks, Liquidity Risk, Money
Market Instrument Risks, Non-Diversification Risks, and Management Risks. BITO is also subject to the following risks, which
are described in more detail in BITO’s prospectus:
o
Bitcoin Futures Risk - The market for Bitcoin futures may be less developed, and potentially less liquid and more volatile,
than more established futures markets.
o
Bitcoin Futures Capacity Risk – If BITO encounters obstacles in obtaining exposure to Bitcoin futures contracts, such as
limited liquidity or disruptions in the market, it may fail to achieve its investment objective.
o
Cost of Futures Investment Risk - When nearing expiration, BITO will “roll” Bitcoin futures contracts by selling expiring
contracts and purchasing higher-priced, longer-dated contracts, a process particularly affected by contango, historically
common in Bitcoin futures, potentially impacting BITO’s performance compared to spot Bitcoin and hindering its
investment objectives, especially if investing in back-month futures contracts.
o
Cayman Subsidiary Investment Risk – BITO invests in futures via a wholly owned subsidiary domiciled in the Cayman
Islands. Changes in laws could result in the inability of BITO to operate as intended and could negatively affect BITO and
its shareholders.
o
Borrowing Risks - Borrowing by BITO could lead to forced liquidation of positions in unfavorable market conditions to
meet repayment obligations, amplifying the risk of loss and potentially raising BITO’s volatility.
Concentration Risks – Due to BITO’s substantial allocation to Bitcoin futures, BITO is susceptible to larger market fluctuations
compared to funds with more diversified investments across various industries.
U.S. Government and U.S. Agency Obligations Risk. The Fund may invest in securities issued by the U.S. government or its agencies
or instrumentalities. U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities, such as the U.S. Treasury. Payment of principal and interest on U.S. Government
20
obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency
or instrumentality itself. In the latter case, the investor must look principally to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment, which agency or instrumentality may be privately owned. There can be no assurance that the U.S.
Government would provide financial support to its agencies or instrumentalities (including government-sponsored enterprises) where it
is not obligated to do so.
PORTFOLIO HOLDINGS
Information about the Fund’s daily portfolio holdings will be available on the Fund’s website at www.yieldmaxetfs.com.
A complete description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available
in the Fund’s SAI.
MANAGEMENT
Investment Adviser
Tidal Investments LLC (“Tidal” or the “Adviser”), located at 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204, is an
SEC registered investment adviser and a Delaware limited liability company. Tidal was founded in March 2012 and is dedicated to
understanding, researching and managing assets within the expanding ETF universe. As of February 29, 2024, Tidal had assets under
management of approximately $13.47 billion and served as the investment adviser or sub-adviser for 174 registered funds.
Tidal serves as investment adviser to the Fund and has overall responsibility for the general management and administration of the Fund
pursuant to an investment advisory agreement with the Trust, on behalf of the Fund (the “Advisory Agreement”). The Adviser also
arranges for sub-advisory, transfer agency, custody, fund administration, and all other related services necessary for the Fund to operate.
For the services provided to the Fund, the Fund pays the Adviser a unified management fee of 0.99%, which is calculated daily and paid
monthly, at an annual rate based on the Fund’s average daily net assets.
Under the Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser has agreed to pay all
expenses incurred by such Fund except for interest charges on any borrowings, 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, extraordinary expenses, distribution fees and expenses paid
by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, and the unitary management fee payable to
the Adviser (collectively, the “Excluded Expenses”).
Investment Sub-Adviser
ZEGA Financial, LLC, a Nebraska limited liability company, located at 3801 PGA Blvd, Palm Beach Gardens, FL 33410, serves as
investment sub-adviser to the Fund pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser (the “Sub-Advisory
Agreement”). ZEGA is responsible for the day-to-day management of the Fund’s portfolio, including determining the securities
purchased and sold by the Fund and trading portfolio securities for the Fund, subject to the supervision of the Adviser and the Board.
ZEGA is an independent investment advisor founded in 2011 offering discretionary and non-discretionary portfolio management
services to separately managed accounts. For its services, ZEGA is paid a fee by the Adviser, which fee is calculated daily and paid
monthly, at an annual rate of 0.09% of the Fund’s average daily net assets.
The Sub-Adviser has agreed to assume a portion of the Adviser’s obligation to pay all expenses incurred by the Fund, except for the
sub-advisory fee payable to the Sub-Adviser and Excluded Expenses. Such expenses incurred by the Fund and paid by the Sub-Adviser
include fees charged by Tidal ETF Services, LLC, the Fund’s administrator and an affiliate of the Adviser. In addition to its sub-advisory
fee, the Sub-Adviser may receive from the Adviser, in certain circumstances, a portion of the Adviser’s management fee in recognition
of the risk it assumes in incurring the obligation to pay fund expenses as described above. As of February 29, 2024, the Sub-Adviser
had approximately $3,154 million in assets under management.
Agreements
A discussion regarding the basis for the Board’s approval of the Fund’s Advisory Agreement and Sub-Advisory Agreement will be
available in the April 30, 2024 semi-annual report to shareholders.
Portfolio Managers
The following individuals (each, a “Portfolio Manager”) have served as portfolio managers of the Fund since inception in 2024. Mr.
Brokaw and Mr. Pestrichelli are jointly and primarily responsible for the day-to-day management of the Fund, and Ms. Duan and Mr.
Ragauss oversee trading and execution for the Fund.
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Mick Brokaw, Portfolio Manager for the Sub-Adviser
Mr. Brokaw joined the Sub-Adviser in 2015 and serves as the Chief Compliance Officer and Managing Director for the Sub-Adviser.
Mr. Brokaw has over 25 years of experience in the financial markets, with the majority of his experience related to trading and trading
platforms. Mr. Brokaw has a Bachelor of Finance from the University of Nebraska, Lincoln.
Jay Pestrichelli, Portfolio Manager for the Sub-Adviser
Mr. Pestrichelli co-founded the Sub-Adviser in 2011 and is Chief Executive Officer. Mr. Pestrichelli has over 20 years of experience in
the financial markets. Mr. Pestrichelli has led the development and execution of the firm’s investment strategies since its inception in
2011. He is also the author of the best-selling book “Buy & Hedge: The Five Iron Rules for Investing Over the Long Term.” Prior to
founding the Sub-Adviser in 2011, Mr. Pestrichelli spent 12 years managing and growing the online trading business for TD Ameritrade
from 1999 to 2010. Mr. Pestrichelli has a Bachelor degree in Behavioral Science from Concordia College.
Qiao Duan, CFA, Portfolio Manager for the Adviser
Qiao Duan serves as Portfolio Manager at the Adviser, having joined the firm in October 2020. From February 2017 to October 2020,
she was an execution Portfolio Manager at Exponential ETFs, where she managed research and analysis relating to all Exponential
ETF strategies. Ms. Duan previously served as a portfolio manager for the Exponential ETFs from their inception in May 2019 until
October 2020. Ms. Duan received a Master of Science in Quantitative Finance and Risk Management from the University of Michigan
in 2016 and a Bachelor of Science in Mathematics and Applied Mathematics from Xiamen University in 2014. She holds the CFA
designation.
Christopher P. Mullen, Portfolio Manager for the Adviser
Christopher P. Mullen serves as Portfolio Manager at the Adviser, having joined the firm in January 2024. From September 2019 to
December 2023, he was a Portfolio Manager at Vest Financial LLC, where he managed exchange-traded funds, mutual funds and
retirement fund portfolios. Mr. Mullen previously served as a Senior Portfolio Analyst at ProShares Advisors LLC from September
2016 until September 2019. Prior to that, Mr. Mullen served as associate portfolio manager at USCF Investments LLC from February
2013 to September 2016. Mr. Mullen received a Master of Business Administration from the University of Maryland. He also holds a
dual bachelor’s degree in global politics and history from Marquette University.
CFA® is a registered trademark owned by the CFA Institute.
The Fund’s SAI provides additional information about each portfolio manager’s compensation structure, other accounts that each
portfolio manager manages, and each portfolio manager’s ownership of Shares.
Fund Supporters
The Adviser, Tidal ETF Services LLC (an affiliate of the Adviser and the Funds’ administrator), ZEGA, Lucania Investments LLC
(“Lucania”), and Level ETF Ventures LLC (“Level,” and together with the Adviser, ZEGA and Lucania, the “Supporters” and each a
“Supporter”) have entered into a fund support agreement pursuant to which each Supporter has agreed to provide financial support (as
described below) to the Fund. Every month, the unitary management fees for the Fund are calculated and paid to the Adviser, and the
Adviser retains a portion of the unitary management fees. In return for its financial support for the Funds, the Adviser has agreed to pay
each Supporter a portion of any remaining profits generated by the unitary management fees. If the amount of the unitary management
fees exceeds the Fund’s operating expenses and the Adviser-retained amounts, that excess amount is considered “remaining profit.” In
that case, the Adviser will pay a portion of the remaining profits to the Supporters. Further, if the amount of the unitary management
fees for the Fund is less than the Fund’s operating expenses and the Adviser-retained amounts, each Supporter is obligated to reimburse
the Adviser for a portion of the shortfall.
HOW TO BUY AND SELL SHARES
The Fund issues and redeems Shares only in Creation Units at the NAV per share next determined after receipt of an order from an AP.
Only APs may acquire Shares directly from the Fund, and only APs may tender their Shares for redemption directly to the Fund at NAV.
APs must be a member or participant of a clearing agency registered with the SEC and must execute a Participant Agreement that has
been agreed to by the Distributor (defined below), and that has been accepted by the Fund’s transfer agent, with respect to purchases
and redemptions of Creation Units. Once created, Shares trade in the secondary market in quantities less than a Creation Unit.
In order to purchase Creation Units of the Fund, an AP must generally deposit a designated portfolio of securities (the “Deposit
Securities”) and/or a designated amount of U.S. cash. Purchases and redemptions of Creation Units primarily with cash, rather than
through in-kind delivery of portfolio securities, may cause the Fund to incur certain costs. These costs could include brokerage costs or
taxable gains or losses that it might not have incurred if it had made redemption in-kind. These costs could be imposed on the Fund, and
thus decrease the Fund’s NAV, to the extent that the costs are not offset by a transaction fee payable by an AP. Most investors buy and
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sell Shares in secondary market transactions through brokers. Individual Shares are listed for trading on the secondary market on the
Exchange and can be bought and sold throughout the trading day like other publicly traded securities.
When buying or selling Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some
or all of the spread between the bid and the offer price in the secondary market on each leg of a round trip (purchase and sale) transaction.
In addition, because secondary market transactions occur 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 that no stock certificates are issued. The Depository Trust Company (“DTC”) or its
nominee is the record owner of all outstanding Shares.
Investors owning Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities
depository for all Shares. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and
other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not
entitled to receive physical delivery of stock certificates or to have Shares registered in your name, and you are not considered a
registered owner of Shares. Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other securities that you hold in book-entry or “street name”
through your brokerage account.
Frequent Purchases and Redemptions of Shares
The Fund does not impose any restrictions on the frequency of purchases and redemptions of Shares. In determining not to approve a
written, established policy, the Board evaluated the risks of market timing activities by the Fund’s shareholders. Purchases and
redemptions by APs, who are the only parties that may purchase or redeem Shares directly with the Fund, are an essential part of the
ETF process and help keep Share trading prices in line with the NAV. As such, the Fund accommodates frequent purchases and
redemptions by APs. However, the Board has also determined that frequent purchases and redemptions for cash may increase tracking
error and portfolio transaction costs and may lead to the realization of capital gains. To minimize these potential consequences of
frequent purchases and redemptions, the Fund employs fair value pricing and may impose transaction fees on purchases and redemptions
of Creation Units to cover the custodial and other costs incurred by the Fund in effecting trades. In addition, the Fund and the Adviser
reserve the right to reject any purchase order at any time.
Determination of Net Asset Value
The Fund’s NAV is calculated as of the scheduled close of regular trading on the New York Stock Exchange (“NYSE”), generally 4:00
p.m. Eastern Time, each day the NYSE is open for regular business. The NAV for the Fund is calculated by dividing the Fund’s net
assets by its Shares outstanding.
In calculating its NAV, the Fund generally values its assets on the basis of market quotations, last sale prices, or estimates of value
furnished by a pricing service or brokers who make markets in such instruments. If such information is not available for a security or
other asset held by the Fund or is determined to be unreliable, the security or other asset will be valued at fair value estimates under
guidelines established by the Adviser (as described below).
Fair Value Pricing
The Board has designated the Adviser as the “valuation designee” for the Fund under Rule 2a-5 of the 1940 Act, subject to its oversight.
The Adviser has adopted procedures and methodologies, which have been approved by the Board, to fair value Fund investments whose
market prices are not “readily available” or are deemed to be unreliable. For example, such circumstances may arise when: (i) an
investment has been delisted or has had its trading halted or suspended; (ii) an investment’s primary pricing source is unable or unwilling
to provide a price; (iii) an investment’s primary trading market is closed during regular market hours; or (iv) an investment’s value is
materially affected by events occurring after the close of the investment’s primary trading market. Generally, when fair valuing an
investment, the Adviser will take into account all reasonably available information that may be relevant to a particular valuation
including, but not limited to, fundamental analytical data regarding the issuer, information relating to the issuer’s business, recent trades
or offers of the investment, general and/or specific market conditions, and the specific facts giving rise to the need to fair value the
investment. Fair value determinations are made in good faith and in accordance with the fair value methodologies included in the
Adviser-adopted valuation procedures. The Adviser will fair value Fund investments whose market prices are not “readily available” or
are deemed to be unreliable. Due to the subjective and variable nature of fair value pricing, there can be no assurance that the Adviser
will be able to obtain the fair value assigned to the investment upon the sale of such investment.
Delivery of Shareholder Documents – Householding
Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of
the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same
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address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-
dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents,
please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please
contact your broker-dealer.
DIVIDENDS, DISTRIBUTIONS, AND TAXES
Dividends and Distributions
The Fund intends to pay out dividends and interest income, if any, monthly, and distribute any net realized capital gains to its
shareholders at least annually.
The Fund will declare and pay income and capital gain distributions, if any, in cash. Distributions in cash may be reinvested
automatically in additional whole Shares only if the broker through whom you purchased Shares makes such option available. Your
broker is responsible for distributing the income and capital gain distributions to you.
Taxes
The following discussion is a summary of some important U.S. federal income tax considerations generally applicable to investments
in the Fund. Your investment in the Fund may have other tax implications. Please consult your tax advisor about the tax consequences
of an investment in Shares, including the possible application of foreign, state, and local tax laws.
The Fund intends to qualify each year for treatment as a regulated investment company (a “RIC”) under the Internal Revenue Code of
1986, as amended. If it meets certain minimum distribution requirements, a RIC is not subject to tax at the fund level on income and
gains from investments that are timely distributed to shareholders. However, the Fund’s failure to qualify as a RIC or to meet minimum
distribution requirements would result (if certain relief provisions were not available) in fund-level taxation and, consequently, a
reduction in income available for distribution to shareholders.
Unless your investment in Shares is made through a tax-exempt entity or tax-advantaged account, such as an IRA plan, you need to be
aware of the possible tax consequences when the Fund makes distributions, when you sell your Shares listed on the Exchange, and when
you purchase or redeem Creation Units (institutional investors only).
The following general discussion of certain U.S. federal income tax consequences is based on provisions of the Code and the regulations
issued thereunder as in effect on the date of this Prospectus. New legislation, as well as administrative changes or court decisions, may
significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated
herein.
Taxes on Distributions. The Fund intends to pay out dividends and interest income, if any, monthly, and distribute any net realized
capital gains to its shareholders at least annually. For federal income tax purposes, distributions of net investment income are generally
taxable as ordinary income or qualified dividend income. Taxes on distributions of net capital gains (if any) are determined by how long
the Fund owned the investments that generated them, rather than how long a shareholder has owned their Shares. Sales of assets held
by the Fund for more than one year generally result in long-term capital gains and losses, and sales of assets held by the Fund for one
year or less generally result in short-term capital gains and losses. Distributions of the Fund’s net capital gain (the excess of net long-
term capital gains over net short-term capital losses) that are reported by the Fund as capital gain dividends (“Capital Gain Dividends”)
will be taxable as long-term capital gains. Distributions of short-term capital gain will generally be taxable as ordinary income. Dividends
and distributions are generally taxable to you whether you receive them in cash or reinvest them in additional Shares.
Distributions reported by the Fund as “qualified dividend income” are generally taxed to non-corporate shareholders at rates applicable
to long-term capital gains, provided certain holding period and other requirements are met. “Qualified dividend income” generally is
income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that the Fund receives in respect of stock of
certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market.
Corporate shareholders may be entitled to a dividends-received deduction for the portion of dividends they receive from the Fund that
are attributable to dividends received by the Fund from U.S. corporations, subject to certain limitations. However, given the investment
strategy of the Fund, investors should not expect any dividends to be qualified dividends.
Shortly after the close of each calendar year, you will be informed of the character of any distributions received from the Fund.
In addition to the federal income tax, certain individuals, trusts, and estates may be subject to a Net Investment Income (“NII”) tax of
3.8%. The NII tax is imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to such income;
or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals
filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately). The Fund’s distributions are
includable in a shareholder’s investment income for purposes of this NII tax. In addition, any capital gain realized by a shareholder upon
a sale or redemption of shares of the Fund is includable in such shareholder’s investment income for purposes of this NII tax.
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In general, your distributions are subject to federal income tax for the year in which they are paid. Certain distributions paid in January,
however, may be treated as paid on December 31 of the prior year. Distributions are generally taxable even if they are paid from income
or gains earned by the Fund before your investment (and thus were included in the Shares’ NAV when you purchased your Shares).
You may wish to avoid investing in the Fund shortly before a dividend or other distribution, because such a distribution will generally
be taxable even though it may economically represent a return of a portion of your investment.
If you are neither a resident nor a citizen of the United States or if you are a foreign entity, distributions (other than Capital Gain
Dividends) paid to you by the Fund will generally be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty rate
applies. The Fund may, under certain circumstances, report all or a portion of a dividend as an “interest-related dividend” or a “short-
term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements
are met.
Under the Foreign Account Tax Compliance Act (“FATCA”), the Fund may be required to withhold a generally nonrefundable 30% tax
on distributions of net investment income paid to (a) certain “foreign financial institutions” unless such foreign financial institution
agrees to verify, monitor, and report to the IRS the identity of certain of its account holders, among other items (or unless such entity is
otherwise deemed compliant under the terms of an intergovernmental agreement between the United States and the foreign financial
institution’s country of residence), and (b) certain “non-financial foreign entities” unless such entity certifies to the Fund that it does not
have any substantial U.S. owners or provides the name, address, and taxpayer identification number of each substantial U.S. owner,
among other items. This FATCA withholding tax could also affect the Fund’s return on its investments in foreign securities or affect a
shareholder’s return if the shareholder holds its Fund shares through a foreign intermediary. You are urged to consult your tax adviser
regarding the application of this FATCA withholding tax to your investment in the Fund and the potential certification, compliance, due
diligence, reporting, and withholding obligations to which you may become subject in order to avoid this withholding tax.
For foreign shareholders to qualify for an exemption from backup withholding, described above, the foreign shareholder must comply
with special certification and filing requirements. Foreign shareholders in the Fund should consult their tax advisors in this regard.
Taxes When Shares are Sold on the Exchange
Any capital gain or loss realized upon a sale of 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 capital 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 or less is treated as long-term capital loss to the extent of Capital Gain Dividends paid with
respect to such Shares. Any loss realized on a sale will be disallowed to the extent Shares are acquired, including through reinvestment
of dividends, within a 61-day period 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 currency for U.S. federal income tax purposes who exchanges securities for Creation
Units generally recognizes a gain or a loss. The gain or 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 aggregate basis in the securities delivered plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally recognize a gain or loss equal to the difference
between the exchanging AP’s basis in the Creation Units and the aggregate U.S. dollar market value of the securities received, plus any
cash received for such Creation Units. The IRS may assert, however, that a loss that is realized upon an exchange of securities for
Creation Units may not be currently deducted under the rules governing “wash sales” (for an AP who does not mark-to-market their
holdings) or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult
their own tax advisor with respect to whether wash sale rules apply and when a loss might be deductible.
Any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if Shares
comprising the Creation Units have been held for more than one year and as a short-term capital gain or loss if such Shares have been
held for one year or less.
The Fund may include a payment of cash in addition to, or in place of, the delivery of a basket of securities upon the redemption of
Creation Units. The Fund may sell portfolio securities to obtain the cash needed to distribute redemption proceeds. This may cause the
Fund to recognize investment income and/or capital gains or losses that it might not have recognized if it had completely satisfied the
redemption in-kind. As a result, the Fund may be less tax efficient if it includes such a cash payment in the proceeds paid upon the
redemption of Creation Units.
The foregoing discussion summarizes some of the possible consequences under current federal tax law of an investment in the Fund. It
is not a substitute for personal tax advice. You also may be subject to foreign, state and local tax on Fund distributions and sales of
Shares. Consult your personal tax advisor about the potential tax consequences of an investment in Shares under all applicable tax
laws. For more information, please see the section entitled “Federal Income Taxes” in the SAI.
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DISTRIBUTION
Foreside Fund Services, LLC (the “Distributor”), the Fund’s distributor, is a broker-dealer registered with the SEC. The Distributor
distributes Creation Units for the Fund on an agency basis and does not maintain a secondary market in Shares. The Distributor has no
role in determining the policies of the Fund or the securities that are purchased or sold by the Fund. The Distributor’s principal address
is Three Canal Plaza, Suite 100, Portland, Maine 04101.
The Board has adopted a Distribution (Rule 12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with the
Plan, the Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year to pay distribution fees for the sale
and distribution of its Shares.
No Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees
are charged in the future, because the fees are paid out of assets of the Fund on an ongoing basis, over time these fees will increase the
cost of your investment and may cost you more than certain other types of sales charges.
PREMIUM/DISCOUNT INFORMATION
When available, information regarding how often Shares of the Fund have traded on the Exchange at a price above (i.e., at a premium)
or below (i.e., at a discount) the NAV of the Fund can be found on the Fund’s website at www.yieldmaxetfs.com.
ADDITIONAL NOTICES
Shares are not sponsored, endorsed, or promoted by the Exchange. The Exchange is not responsible for, nor has it participated in the
determination of, the timing, prices, or quantities of Shares to be issued, nor in the determination or calculation of the equation by which
Shares are redeemable. The Exchange has no obligation or liability to owners of Shares in connection with the administration, marketing,
or trading of Shares.
Without limiting any of the foregoing, in no event shall the Exchange have any liability for any lost profits or indirect, punitive, special,
or consequential damages even if notified of the possibility thereof.
The Adviser, Sub-Adviser, Lucania, Level and the Fund make no representation or warranty, express or implied, to the owners of Shares
or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly.
The Third Amended and Restated Declaration of Trust (“Declaration of Trust”) provides a detailed process for the bringing of derivative
or direct actions by shareholders in order to permit legitimate inquiries and claims while avoiding the time, expense, distraction, and
other harm that can be caused to the Fund or its shareholders as a result of spurious shareholder demands and derivative actions. Prior
to bringing a derivative action, a demand by three unrelated shareholders must first be made on the Fund’s Trustees. The Declaration of
Trust details various information, certifications, undertakings and acknowledgments that must be included in the demand. Following
receipt of the demand, the trustees have a period of 90 days, which may be extended by an additional 60 days, to consider the demand.
If a majority of the Trustees who are considered independent for the purposes of considering the demand determine that maintaining the
suit would not be in the best interests of the Fund, the Trustees are required to reject the demand and the complaining shareholders may
not proceed with the derivative action unless the shareholders are able to sustain the burden of proof to a court that the decision of the
Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Fund. The
Declaration of Trust further provides that shareholders owning Shares representing no less than a majority of the Fund’s outstanding
shares must join in bringing the derivative action. If a demand is rejected, the complaining shareholders will be responsible for the costs
and expenses (including attorneys’ fees) incurred by the Fund in connection with the consideration of the demand, if a court determines
that the demand was made without reasonable cause or for an improper purpose. If a derivative action is brought in violation of the
Declaration of Trust, the shareholders bringing the action may be responsible for the Fund’s costs, including attorneys’ fees, if a court
determines that the action was brought without reasonable cause or for an improper purpose. The Declaration of Trust provides that no
shareholder may bring a direct action claiming injury as a shareholder of the Trust, or any Fund, where the matters alleged (if true)
would give rise to a claim by the Trust or by the Trust on behalf of the Fund, unless the shareholder has suffered an injury distinct from
that suffered by the shareholders of the Trust, or the Fund, generally. Under the Declaration of Trust, a shareholder bringing a direct
claim must be a shareholder of the Fund with respect to which the direct action is brought at the time of the injury complained of or
have acquired the shares afterwards by operation of law from a person who was a shareholder at that time. The Declaration of Trust
further provides that the Fund shall be responsible for payment of attorneys’ fees and legal expenses incurred by a complaining
shareholder only if required by law, and any attorneys’ fees that the Fund is obligated to pay shall be calculated using reasonable hourly
rates. These provisions do not apply to claims brought under the federal securities laws.
The Declaration of Trust also requires that actions by shareholders against the Fund be brought exclusively in a federal or state court
located within the State of Delaware. This provision will not apply to claims brought under the federal securities laws. Limiting
shareholders’ ability to bring actions only in courts located in Delaware may cause shareholders economic hardship to litigate the action
in those courts, including paying for traveling expenses of witnesses and counsel, requiring retaining local counsel, and may limit
shareholders’ ability to bring a claim in a judicial forum that shareholders find favorable for disputes, which may discourage such actions.
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FINANCIAL HIGHLIGHTS
This section would ordinarily include Financial Highlights. The Financial Highlights table is intended to help you understand the
performance of the Fund for its periods of operations. Because the Fund has not yet commenced operations as of the date of this
Prospectus, no Financial Highlights are shown.
27
YieldMaxTM ETFs
YieldMaxTM Bitcoin Option Income Strategy ETF (YBIT)
Investors may find more information about the Fund in the following documents:
Statement of Additional Information: The Fund’s SAI provides additional details about the investments of the Fund and certain
other additional information. A current SAI dated April 18, 2024, as supplemented from time to time, is on file with the SEC and is
herein incorporated by reference into this Prospectus. It is legally considered a part of this Prospectus.
Annual/Semi-Annual Reports: Additional information about the Fund’s investments will be available in the Fund’s annual and semi-
annual reports to shareholders. In the annual report you will find a discussion of the market conditions and investment strategies that
significantly affected the Fund’s performance after the first fiscal year the Fund is in operation.
You can obtain free copies of these documents, when available, request other information or make general inquiries about the Fund by
contacting the Fund at the YieldMaxTM Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-
0701 or calling (866) 864-3968.
Shareholder reports and other information about the Fund are also available:
● Free of charge from the SEC’s EDGAR database on the SEC’s website at http://www.sec.gov; or