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497ETF Opportunities
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table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund. You may pay other fees, such as brokerage
commissions and other fees to financial intermediaries, which are not reflected
in the tables and examples below.Annual Fund Operating
Expenses (expenses that you pay each year as a percentage of the value of your
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T-REX 2X LONG SPCX DAILY
TARGET ETF
PROSPECTUS
June 11, 2026, as
amended July 9,
2026
This
prospectus describes the T-REX 2X Long SPCX Daily Target ETF (the “Fund”) which
is authorized to offer one class of shares by this prospectus.
The
Fund seeks daily long leveraged investment results and is intended to be used as
a short-term trading vehicle.
The
Fund is not intended to be used by, and is not appropriate for, investors who do
not intend to actively monitor and manage their portfolios. The Fund is
very different from most mutual funds and exchange-traded funds. Investors
should note that:
(1)
The Fund is riskier than alternatives that do not use leverage because the Fund
magnifies the performance of its underlying security.
(2)
The pursuit of its daily investment objective means that the return of the Fund
for a period longer than a full trading day will be the product of a series of
daily leveraged returns, for each trading day during the relevant period. As a
consequence, especially in periods of market volatility, the volatility of the
underlying security may affect the Fund’s return as much as, or more than, the
return of the underlying security. Further, the return for investors that invest
for periods less than a full trading day will not be the product of the return
of the Fund’s stated daily leveraged investment objective and the performance of
the underlying security for the full trading day. During periods of high
volatility, the Fund may not perform as expected and the Fund may have losses
when an investor may have expected gains if the Fund is held for a period that
is different than one trading day.
The
Fund is not suitable for all investors. The Fund is designed to be utilized only
by sophisticated investors, such as traders and active investors employing
dynamic strategies. Investors in the Fund should:
(1)
understand the risks associated with the use of leveraged
strategies;
(2)
understand the consequences of seeking daily
leveraged investment
results; and
(3)
intend to actively monitor and manage their investments.
Investors
who do not understand the Fund, or do not intend to actively manage their funds
and monitor their investments, should not buy the Fund.
There
is no assurance that the Fund will achieve its daily leveraged investment
objective and an investment in the Fund could lose money. The Fund is not a
complete investment program.
The
Fund’s investment adviser will not attempt to position the Fund’s portfolio to
ensure that the Fund does not gain or lose more than a maximum percentage of its
net asset value on a given trading day. As a consequence, if the Fund’s
underlying security moves more than 50%, as applicable, on a given trading
day in a direction adverse to the Fund, the Fund’s investors would lose all of
their money.
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Fund |
Ticker |
Principal
U.S. Listing Exchange |
|
T-REX
2X LONG SPCX DAILY TARGET ETF |
SPAX |
NYSE
Arca, Inc. |
The
U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved
these securities or passed upon the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
Table
of Contents
T-REX
2X LONG SPCX DAILY TARGET ETF
IMPORTANT
INFORMATION ABOUT THE FUND
The
T-REX 2X Long SPCX Daily Target ETF (the “Fund”) seeks daily leveraged
investment results and is very different from most other exchange-traded funds.
As a result, the Fund may be riskier than alternatives that do not use leverage
because the Fund’s objective is to magnify (200%) the daily performance of the
Class A common stock of Space Exploration Technologies Corporation (NASDAQ:
SPCX) (“SpaceX” or "SPCX"). The return for investors that invest for periods
longer or shorter than a trading day should not be expected to be 200% of the
performance of SpaceX for the period. The return of the Fund for a period longer
than a trading day will be the result of each trading day’s compounded return
over the period, which will very likely differ from 200% of the return of SpaceX
for that period. Longer holding periods, higher volatility of SpaceX and
leverage increase the impact of compounding on an Investor’s returns. During
periods of higher SpaceX volatility, the volatility of SpaceX may affect the
Fund’s return as much as, or more than, the return of SpaceX.
The
Fund is not suitable for all investors. The Fund is designed to be utilized only
by knowledgeable investors who understand the potential consequences of seeking
daily leveraged (2X) investment results, understand the risks associated with
the use of leverage and are willing to monitor their portfolios frequently. The
Fund is not intended to be used by, and is not appropriate for, investors who do
not intend to actively monitor and manage their portfolios. For periods longer
than a single day, the Fund will lose money if SpaceX’s performance is flat, and
it is possible that the Fund will lose money even if SpaceX’s performance
increases over a period longer than a single day. An investor could lose the
full principal value of his/her investment within a single day if the price of
SpaceX falls by more than 50% in one trading day.
Investment
Objective
The
Fund seeks daily investment results, before fees and expenses, of 200% of the
daily performance of SPCX. The
Fund does not seek to achieve its stated investment objective for a period of
time different than a trading day.
Fees and Expenses of the
Fund
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This
table describes the fees and expenses that you may pay if you buy, hold,
and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other
fees to financial intermediaries, which are not reflected in the tables
and examples below.
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee(1) |
1.50% |
| Distribution
(12b-1) and Service Fees |
—% |
|
Other
Expenses(2) |
—% |
|
Total
Annual Fund Operating Expenses(3) |
1.50% |
(1)Under
the Investment Advisory Agreement, Tuttle Capital Management LLC (the
“Adviser”), at its own expense and without reimbursement from the Fund, pays all
of the expenses of the Fund, excluding the advisory fees, interest expenses,
taxes, acquired fund fees and expenses, brokerage commissions and any other
portfolio transaction-related expenses and fees arising out of transactions
effected on behalf of the Fund, credit facility fees and expenses, including
interest expenses, and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s
business.
(2)Other
Expenses are estimated for the Fund’s initial fiscal
year.
(3)The
cost of investing in swaps, including the embedded cost of the swap and the
operating expenses of the referenced assets, is an indirect expense that is not
included in the above fee table and is not reflected in the expense example. The
total indirect cost of investing in swaps, including the embedded cost of the
swap and the operating expenses of the referenced assets, is estimated to be
0.189% for the fiscal period ending May 31, 2027.
Example
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 five percent (5%) return each year and that the
Fund’s operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
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of Fund |
1
Year |
3
Years |
| T-REX
2X Long SPCX Daily Target ETF |
$153 |
$474 |
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 Fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
As of the date of this Prospectus, the Fund has not yet commenced operations and
therefore does not have any portfolio turnover information
available.
Principal Investment
Strategies
The Fund, under normal circumstances, invests at least 80% of its
net assets (plus any borrowings for investment purposes) in financial
instruments that are designed to provide, in the aggregate, 200% exposure to the
price performance of SpaceX on a daily basis. The Fund may also
seek to achieve its investment objective by purchasing call options on SpaceX or
by investing directly in the Class A common stock of SpaceX. The Adviser will
determine the allocation of the Fund’s investments in swap agreements, call
options and direct investments in SpaceX Class A common stock based upon various
factors including, but not limited to, counterparty capacity, financing charges,
liquidity, collateral availability, and overall market conditions for a
particular instrument. Direct investments in Class A common stock of SpaceX is
typically less efficient than the use of swap agreements because direct
investments in common stock do not provide leveraged returns. This may
result in the Fund not achieving its 200% daily investment
objective.
The
Fund will enter into one or more swap agreements with financial
institutions whereby the Fund and the financial institution will agree to
exchange the return earned on an investment by the Fund in SpaceX that is equal,
on a daily basis, to 200% of the value of the Fund's net assets.
If
the Adviser determines to use call options, the Fund will purchase exchange
traded call options, including “FLEX Options.” 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. FLexible
EXchange® Options (“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 are listed on the Chicago
Board Options Exchange. The Fund may take delivery of the underlying security
(SpaceX) if it chooses to exercise a call option and either hold or sell the
security in the secondary markets.
The
Adviser attempts to consistently apply leverage to obtain SpaceX exposure for
the Fund equal to 200% of the value of its net assets and expects to rebalance
the Fund’s holdings daily to maintain such exposure. As a result of its
investment strategies, the Fund will be concentrated in the industry to which
SpaceX is assigned (i.e.,
hold 25% or more of its total assets in investments that provide leveraged
exposure in the industry to which SpaceX is assigned). As of the date of this
prospectus, SpaceX is assigned to the industrials sector and the aerospace,
defense and satellite communications
industry.
The
Fund will attempt to achieve its investment objective without regard to
overall market movement or the increase or decrease of the value of SpaceX. At
the close of the markets each trading day, the Adviser rebalances the Fund’s
portfolio so that its exposure to SpaceX is consistent with the Fund’s
investment objective. The impact of SpaceX’s price movements during the day will
affect whether the Fund’s portfolio needs to be rebalanced. For example, if the
price of SpaceX has risen on a given day, net assets of the Fund should rise,
meaning that the Fund’s exposure will need to be increased. Conversely, if the
price of SpaceX has fallen on a given day, net assets of the Fund should fall,
meaning the Fund’s exposure will need to be reduced. This daily rebalancing
typically results in high portfolio turnover. On a day-to-day basis, the Fund is
expected to hold money market funds, deposit accounts with institutions with
high quality (investment grade) credit ratings, and/or short-term debt
instruments that have terms-to-maturity of less than 397 days and exhibit high
quality (investment grade) credit profiles, including U.S. government securities
and repurchase agreements.
Generally,
the Fund pursues its investment objective regardless of market conditions
and does not generally take defensive positions. If the Fund’s underlying
security moves more than 50% on a given trading day in a direction adverse to
the Fund, the Fund’s investors would lose all of their money.
The
terms “daily,” “day,” and “trading day,” refer to the period from the close
of the markets on one trading day to the close of the markets on the next
trading day. The Fund is “non-diversified,” under the Investment Company Act of
1940, as amended. Additionally, the Fund’s investment objective is not a
fundamental policy and may be changed by the Fund’s Board of Trustees without
shareholder approval.
SpaceX
is an American aerospace manufacturer and space transportation company that
designs, manufactures, and launches advanced reusable rockets and spacecraft to
make space access cheaper and more routine. As of early July 2026, SpaceX had a
market capitalization of approximately $1.97 trillion. Space Exploration
Technologies Corporation is registered under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Information provided to or
filed with the Securities and Exchange Commission by the Space Exploration
Technologies Corporation can be located by reference to the Securities and
Exchange Commission file number 001-43344 through the Securities and
Exchange Commission’s website at www.sec.gov. In addition, information
regarding Space Exploration Technologies Corporation may be obtained
from other sources including, but not limited to, press
releases, newspaper articles and other publicly
disseminated documents.
The
Fund has derived all disclosures contained in this document regarding the
Space Exploration Technologies Corporation from the publicly available documents
described above. Neither the Fund, the Trust, the Adviser nor any affiliate has
participated in the preparation of such documents. Neither the Fund, the Trust,
the Adviser nor any affiliate makes any representation that such publicly
available documents or any other publicly available information regarding SpaceX
is accurate or complete. Furthermore, the Fund cannot give any assurance that
all events occurring prior to the date of the prospectus (including events that
would affect the accuracy or completeness of the publicly available documents
described above) that would affect the trading price of SpaceX have been
publicly disclosed. Subsequent disclosure of any such events or the disclosure
of, or failure to disclose, material future events concerning the Space
Exploration Technologies Corporation could affect the value of the Fund’s
investments with respect to SpaceX and therefore the value of the
Fund.
Because
of daily rebalancing and the compounding of each day’s return over time,
the return of the Fund for periods longer than a single day will be the result
of each day’s returns compounded over the period, which will very likely differ
from 200% of the return of the underlying security over the same period. The
Fund will lose money if the underlying security performance is flat over time,
and as a result of daily rebalancing, the underlying security’s volatility and
the effects of compounding, it is even possible that the Fund will lose money
over time while the underlying security’s performance increases over a period
longer than a single day.
The
Fund may enter into swap agreements with a limited number of
counterparties. If the underlying security has a dramatic move in price that
causes a material decline in the Fund’s NAV over certain stated periods agreed
to by the Fund and the counterparty, the terms of a swap agreement between the
Fund and its counterparty may permit the counterparty to immediately close out
all swap transactions with the Fund. There is a risk that no suitable
counterparties will be willing to enter into, or continue to enter into,
transactions with the Fund and, as a result, the Fund may not be able to achieve
its leveraged investment objective or may decide to change its leveraged
investment objective.
Principal
Risks
An
investment in the Fund entails risk. The Fund may not achieve
its leveraged 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. In addition, the Fund presents risks not
traditionally associated with other mutual funds and ETFs. It is important that
investors closely review all of the risks listed below and understand them
before making an investment in the Fund.
Effects
of Compounding and Market Volatility Risk. The
Fund has a daily leveraged investment objective and the Fund’s performance for
periods greater than a trading day will be the result of each day's returns
compounded over the period, which is very likely to differ from 200% of SpaceX’s
performance, before fees and expenses. Compounding affects all investments, but
has a more significant impact on funds that are leveraged and that rebalance
daily and becomes more pronounced as volatility and holding periods increase.
The effects of compounding will impact each shareholder differently depending on
the period of time an investment in the Fund is held and the volatility of
SpaceX during the shareholder’s holding period of an investment in the
Fund.
The
chart below provides examples of how SpaceX volatility and its return could
affect the Fund’s performance. Fund performance for periods greater than one
single day can be estimated given any set of assumptions for the following
factors: a) SpaceX volatility; b) SpaceX performance; c) period of time; d)
financing rates associated with leveraged exposure; e) other Fund expenses; and
f) dividends or interest paid with respect to SpaceX. The chart below
illustrates the impact of two principal factors – volatility and
performance – on Fund performance. The chart shows estimated Fund returns
for a number of combinations of SpaceX volatility and SpaceX performance over a
one-year period. Performance shown in the chart assumes that: (i) no dividends
were paid with respect to SpaceX; (ii) there were no Fund expenses; and (iii)
borrowing/lending rates (to obtain leveraged exposure) of 0%. If Fund expenses
and/or actual borrowing/lending rates were reflected, the estimated returns
would be different than those shown. Particularly during periods of higher
volatility, compounding will cause results for periods longer than a trading day
to vary from 200% of the performance of SpaceX.
During
periods of higher SpaceX volatility, the volatility of SpaceX may affect the
Fund’s return as much as, or more than, the return of SpaceX. The effects of
compounding will impact each shareholder differently depending on the period of
time an investment in the Fund is held and the volatility of SpaceX during a
shareholder’s holding period of an investment in the Fund.
As
shown in the chart below, the Fund would be expected to lose 6.1% if SpaceX
provided no return over a one-year period during which SpaceX experienced
annualized volatility of 25%. At higher ranges of volatility, there is a chance
of a significant loss of value in the Fund, even if SpaceX’s return is
flat. For
instance, if SpaceX’s annualized volatility is 100%, the Fund would be expected
to lose 63.2% of its value, even if the cumulative return for the year was
0%. Areas
shaded red (or dark gray) represent those scenarios where the Fund can be
expected to return less than 200% of the performance of SpaceX and those shaded
green (or light gray) represent those scenarios where the Fund can be expected
to return more than 200% of the performance of SpaceX. The table below is not a
representation of the Fund’s actual returns, which may be significantly better
or worse than the returns shown below as a result of any of the factors
discussed above or in “Daily Correlation Risk”
below.
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One
Year |
200%
One
Year |
Volatility
Rate |
|
Return |
Return |
10% |
25% |
50% |
75% |
100% |
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|
-60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
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|
-50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
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-40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
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-30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
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-20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
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|
-10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
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0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
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10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
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20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
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30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
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40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
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50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
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60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
|
SpaceX
is newly launched and began trading in calendar year 2026. As of the date of
this prospectus, SpaceX does not have a track record of historical performance
or daily volatility. Accordingly, no annualized performance or volatility data
is available for prior years.
The
trading price of SpaceX’s Class A common stock is likely to be volatile compared
to the market. The trading prices of technology company securities historically
have been highly volatile.
For
information regarding the effects of volatility and performance on the
long-term performance of the Fund, see “Additional Information About Investment
Techniques and Policies.”
Leverage
Risk. The
Fund obtains investment exposure in excess of its net assets by utilizing
leverage and may lose more money in market conditions that are adverse to its
investment objective than a fund that does not utilize leverage. An investment
in the Fund is exposed to the risk that a decline in the daily performance of
SpaceX will be magnified. This means that an investment in the Fund will be
reduced by an amount equal to 2% for every 1% daily decline in SpaceX, not
including the costs of financing leverage and other operating expenses, which
would further reduce its value. The Fund could theoretically lose an amount
greater than its net assets in the event of a security decline of more than 50%.
This would result in a total loss of a shareholder’s investment in one day even
if SpaceX subsequently moves in the opposite direction and eliminates all or a
portion of its earlier daily change. A total loss may occur in a single day even
if SpaceX does not lose all of its value. Leverage will also have the effect of
magnifying any differences in the Fund’s correlation with SpaceX and may
increase the volatility of the Fund.
To the extent that the instruments utilized by the Fund
are thinly traded or have a limited market, the Fund may be unable to meet
its investment objective due to a lack of available investments or
counterparties. During such periods, the Fund’s ability to issue additional
Creation Units may be adversely affected. As a result, the Fund’s shares could
trade at a premium or discount to their net asset value and/or the bid-ask
spread of the Fund’s shares could widen. Under such circumstances, the Fund
may increase its transaction fee, change its investment objective by, for
example, seeking to track an alternative security, reduce its leverage or close.
In such circumstances, the Fund’s investment adviser will consult with counsel
to the Trust and its Board of Trustees, and if determined to be necessary, the
Fund will amend and/or supplement the prospectus as promptly as feasible under
the circumstances to include appropriate disclosures.
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. Investing in derivatives may be considered aggressive and may
expose the Fund to greater risks, and may result in larger losses or small
gains, than investing directly in the reference assets underlying those
derivatives, which may prevent the Fund from achieving its investment objective.
The
Fund expects to use swap agreements to achieve its investment objective.
The Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other
investments, including risk related to the market, leverage, imperfect
correlations with underlying investments or the Fund’s other portfolio holdings,
higher price volatility, lack of availability, counterparty, liquidity,
valuation, and legal restrictions. The performance of a derivative may not track
the performance of its reference asset, including due to fees and other costs
associated with it. Because derivatives often require only a limited initial
investment, the use of derivatives may expose the Fund to losses in excess of
the amount initially invested. As a result, the value of an investment in the
Fund may change quickly and without warning. Additionally, any financing,
borrowing or other costs associated with using derivatives may also have the
effect of lowering the Fund’s return. Such costs may increase as interest rates
rise.
Swap
Agreements.
Swap agreements are entered into with financial institutions for a specified
period which may range from one day to more than one year. In a standard swap
transaction, two parties agree to exchange the return (or differentials in rates
of return) earned or realized on particular predetermined reference or
underlying securities or instruments. The gross return to be exchanged or
swapped between the parties is calculated based on a notional amount or the
return on or change in value of a particular dollar amount invested in a
reference asset. Swap agreements are generally traded over-the-counter, and
therefore, may not receive as much regulatory protection as exchange-traded
instruments, which may expose investors to significant losses.
The
Fund will be subject to regulatory constraints relating to the level of
value at risk that the Fund may incur through its derivatives portfolio. To the
extent the Fund exceeds these regulatory thresholds over an extended period, the
Fund may determine that it is necessary to make adjustments to the Fund’s
investment strategy and the Fund may not achieve its investment objective. To
the extent that the Fund exceeds the level of value at risk for an extended
period, the Fund may amend and/or supplement its prospectus as promptly as
feasible under the particular circumstances to include appropriate adjustments
to its investment strategy and if necessary, the Fund’s name.
Call
Options.
The
use of call options 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, is actual and
anticipated changes in the value of the underlying instrument, including the
anticipated volatility, which is affected by fiscal and monetary policies and by
national and international politics, changes in the actual or implied volatility
or the reference asset, and the time remaining until the expiration of the
option contract and economic events. The values of the options contracts in
which the Fund invests are substantially influenced by the value of the
underlying instrument. 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 expiry, the value of an option generally does not increase or
decrease at the same rate as the underlying instrument. There may at times be an
imperfect correlation between the movement in values of options contracts and
the reference asset, 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. As
the options contracts are exercised or expire the Fund may enter into new
options contracts, a practice referred to as rolling.
FLEX
Options.
The
FLEX Options held by the Fund will be exercisable at the strike price only on
their expiration date. Prior to the expiration date, the value of the FLEX
Options will be determined based upon market quotations or using other
recognized
pricing methods. The value of the FLEX Options prior to the expiration date may
vary because of related factors other than the value of the reference asset.
Factors that may influence the value of the FLEX Options, other than gains or
losses in the reference asset, may include interest rate changes, changing
supply and demand, decreased liquidity of the FLEX Options, and changing
volatility levels of the reference asset. FLEX Options are listed on an
exchange; however, it is not guaranteed that a liquid secondary trading market
will exist. In the event that trading in the FLEX Options is limited or absent,
the value of the FLEX Options may decrease.
Counterparty
Risk.
A
counterparty may be unwilling or unable to make timely payments to meet its
contractual obligations or may fail to return holdings that are subject to the
agreement with the counterparty. If the counterparty or its affiliate becomes
insolvent, bankrupt or defaults on its payment obligations to the Fund, the
value of an investment held by the Fund may decline. Additionally, if any
collateral posted by the counterparty for the benefit of the Fund is
insufficient or there are delays in the Fund’s ability to access such
collateral, the Fund may not be able to achieve its leveraged investment
objective.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. Further, there is a risk that no suitable counterparties will be willing
to enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its leveraged investment objective
or may decide to change its leveraged investment objective. The risk of a
limited number of counterparties may be, and historically has been, particularly
accentuated during times of significant market volatility. During times of
significant market volatility, the costs to enter into the swaps that the Fund
utilizes may increase significantly, which may negatively impact the Fund’s
returns. While the objective of the Fund is to seek daily investment results,
before
fees and expenses,
of 200% of the daily performance of SpaceX, it is important for investors to
understand that significant increases in the costs of entering into the swaps
may negatively impact investment results after
fees and expenses.
Rebalancing
Risk.
If
for any reason the Fund is unable to rebalance all or a part of its
portfolio, or if all or a portion of the portfolio is rebalanced incorrectly,
the Fund’s investment exposure may not be consistent with its investment
objective. In these instances, the Fund may have investment exposure to SpaceX
that is significantly greater or significantly less than its stated multiple.
The Fund may be more exposed to leverage risk than if it had been properly
rebalanced and may not achieve its investment objective, leading to
significantly greater losses or reduced gains.
Intra-Day
Investment Risk.
The Fund seeks leveraged investment results from the close of the market on a
given trading day until the close of the market on the subsequent trading day.
The exact exposure of an investment in the Fund intraday in the secondary market
is a function of the difference between the value of SpaceX at the market close
on the first trading day and the value of SpaceX at the time of purchase. If
SpaceX gains value, the Fund’s net assets will rise by the same amount as the
Fund’s exposure. Conversely, if SpaceX declines, the Fund’s net assets will
decline by the same amount as the Fund’s exposure. Thus, an investor that
purchases shares intra-day may experience performance that is greater than, or
less than, the Fund’s stated multiple of SpaceX.
If
there is a significant intra-day market event and/or the securities
experience a significant change in value, the Fund may not meet its investment
objective, may not be able to rebalance its portfolio appropriately, or may
experience significant premiums or discounts, or widened bid-ask spreads.
Additionally, the Fund may close to purchases and sales of shares (“Shares”)
prior to the close of trading on the Exchange and incur significant
losses.
On
the first day of trading in the Fund's shares, the Fund will seek to achieve its
leveraged investment result from the opening of trading in SpaceX stock (based
on the opening market trading price of SpaceX) to the close of the market on
that same day.
Daily
Correlation Risk.
There is no guarantee that the Fund will achieve a high degree of correlation to
SpaceX and therefore achieve its daily leveraged investment objective. The
Fund’s exposure to SpaceX is impacted by SpaceX’s movement. Because of
this, it is unlikely that the Fund will be perfectly exposed to SpaceX at the
end of each day. The
possibility
of the Fund being materially over- or under-exposed to SpaceX increases on days
when SpaceX is volatile near the close of the trading day. Market disruptions,
regulatory restrictions and high volatility will also adversely affect the
Fund’s ability to adjust exposure to the required levels.
The
Fund may have difficulty achieving its daily leveraged investment objective
for many reasons, including fees, expenses, transaction costs, financing costs
related to the use of derivatives, accounting standards and their application to
income items, disruptions, illiquid or high volatility in the markets for the
securities or financial instruments in which the Fund invests, early and
unanticipated closings of the markets on which the holdings of the Fund trade,
resulting in the inability of the Fund to execute intended portfolio
transactions, regulatory and tax considerations, which may cause the Fund to
hold (or not to hold) SpaceX. The Fund may take or refrain from taking positions
in order to improve tax efficiency, comply with regulatory restrictions, or for
other reasons, each of which may negatively affect the Fund’s desired
correlation with SpaceX. The Fund may be subject to large movements of assets
into and out of the Fund, potentially resulting in the Fund being over- or
under-exposed to SpaceX. Additionally, the Fund’s underlying investments and/or
reference assets may trade on markets that may not be open on the same day as
the Fund, which may cause a difference between the changes in the daily
performance of the Fund and changes in the performance of SpaceX. Any of these
factors could decrease the correlation between the performance of the Fund and
SpaceX and may hinder the Fund’s ability to meet its daily leveraged investment
objective on or around that day.
Market
Risk. The
Fund’s investments are subject to changes in general economic conditions,
general market fluctuations and the risks inherent in investment in securities
markets. Investment markets can be volatile and prices of investments can change
substantially due to various factors including, but not limited to, economic
growth or recession, changes in interest rates, changes in the actual or
perceived creditworthiness of issuers, general market liquidity, exchange
trading suspensions and closures, and public health risks. The Fund is subject
to the risk that geopolitical events will disrupt markets and adversely affect
global economies, markets, and exchanges. Local, regional, or global events such
as war, acts of terrorism, natural disasters, the spread of infectious illness
or other public health issues, conflicts and social unrest or other events could
have a significant impact on the Fund, its investments, and the Fund’s ability
to achieve its investment objective.
Indirect
Investment Risk. SpaceX
is not affiliated with the Trust, the Adviser, or any affiliates thereof
and is not involved with this offering in any way, and has no obligation to
consider the Fund in taking any corporate actions that might affect the value of
the Fund. The Trust, the Fund and any affiliate are not responsible for the
performance of Space Exploration Technologies Corporation and make no
representation as to the performance of SpaceX. Investing in the Fund is not
equivalent to investing in SpaceX. Fund shareholders will not have voting rights
or rights to receive dividends or other distributions or any other rights
with respect to SpaceX.
Underlying
Security Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to
be more volatile than the market generally. The value of an individual security
or particular type of security may be more volatile than the market as a whole
and may perform differently from the value of the market as a
whole.
SpaceX
Investing Risk.
SpaceX is a commercial space transportation and aerospace technology company
whose business model is dependent on the successful development, launch and
operation of complex space systems, including launch vehicles, spacecraft and
satellite constellations. The company’s financial performance and valuation may
depend on its ability to successfully develop and deploy new technologies,
including next-generation launch systems and large-scale satellite networks, and
to maintain reliable launch operations. SpaceX’s business is also influenced by
factors such as the demand for commercial launch services, satellite
communications services and government space and defense programs. The company
operates in highly competitive and rapidly evolving industries that include both
established aerospace companies and emerging commercial space companies.
Technological advancements, competing launch providers, alternative satellite
communications technologies, or changes in demand for space-based services could
adversely affect the company’s growth prospects. In addition, SpaceX’s business
requires substantial capital investment in research, development, infrastructure
and manufacturing, and its financial results may be sensitive to delays in
development programs, launch schedules, satellite deployment timelines or
customer demand. Any of these factors
could
adversely affect the company’s financial condition, operating results or market
valuation, which in turn could negatively affect the value of the Fund’s
investments.
Government
Contract and Regulatory Risk. SpaceX
derives a significant portion of its business from contracts and relationships
with government agencies, including space, defense and national security
organizations in the United States and internationally. The company’s ability to
obtain, maintain and renew such contracts may depend on government budgets,
appropriations, procurement priorities and geopolitical developments. Changes in
government spending priorities, delays in contract awards, reductions in defense
or space exploration budgets, or shifts in national security policy could
adversely affect the demand for SpaceX’s services. In addition, SpaceX operates
in a highly regulated industry and is subject to extensive regulatory oversight
related to launch licensing, satellite communications, export controls, national
security restrictions and environmental compliance. Regulatory approvals may be
delayed, modified or denied, and regulatory frameworks governing commercial
space activities may evolve over time. Any adverse regulatory actions, changes
in applicable laws or regulations, or failure to obtain or maintain required
licenses, permits or authorizations could negatively affect SpaceX’s operations,
financial condition and growth prospects, which may adversely affect the value
of the Fund’s investments.
Early-Stage
Company Risk.
SpaceX may be a company whose operations have developed relatively recently
compared to more established companies. Companies with shorter operating
histories may face greater uncertainty regarding their long-term business
prospects, revenue models, technological development, regulatory environment and
competitive positioning. Such companies may experience rapid changes in
strategy, management priorities, capital needs or product development timelines.
As a result, SpaceX’s business performance and market valuation may be more
volatile than those of more mature companies.
Newly
Public Company Risk.
SpaceX has just recently become a publicly traded company and has a limited
operating history as a public company. Newly public companies may experience
increased volatility in their stock prices due to factors such as market
speculation, evolving investor expectations, limited trading history, changes in
analyst coverage, and the transition to public company reporting and governance
requirements. In addition, newly public companies may face increased scrutiny
from regulators, investors and market participants, and their financial results,
business strategies and public disclosures may evolve as they adapt to operating
as public companies. These factors may cause the price of SpaceX’s securities to
be more volatile than those of more established public
companies.
Limited
Trading History Risk.
SpaceX will have a limited trading history as a publicly traded company.
Securities of companies with limited trading histories may be subject to greater
price volatility and may have less predictable trading patterns than those of
more established public companies. In addition, the market price of SpaceX may
be affected by factors such as limited analyst coverage, evolving investor
expectations, lock-up expirations for pre-IPO shareholders, changes in trading
volume, or the entry or exit of large shareholders. These factors may cause the
price of SpaceX’s securities to fluctuate significantly, which may adversely
affect the value of the Fund’s investments, and may make it more difficult for
the Fund to achieve its 2X investment objective.
Industrial
Sector Risk. The
industrials sector is highly sensitive to changes in economic conditions,
including fluctuations in industrial production, infrastructure spending, and
global trade activity. Companies in this sector face risks from cyclical demand,
rising raw material and energy costs, supply chain disruptions, and labor
shortages, all of which can adversely affect margins and operational efficiency.
The sector is also subject to regulatory requirements related to safety,
environmental standards, and trade policies, which may increase compliance costs
or limit market access. In addition, rapid technological change and the need for
ongoing capital investment to remain competitive may strain financial resources.
Geopolitical instability, tariffs, and shifts in global supply and demand
further contribute to uncertainty. These factors collectively may materially
impact the performance and profitability of businesses in the industrials
sector.
Industry
Concentration Risk. The
Fund will be concentrated in the industry to which Space Exploration
Technologies Corporation is assigned (i.e., hold more than 25% of its total
assets in investments that provide exposure to the industry
to
which Space Exploration Technologies Corporation is assigned). A portfolio
concentrated in a particular industry may present more risks than a portfolio
broadly diversified over several industries. As of the date of this prospectus,
SpaceX is assigned to the aerospace, defense and satellite communications
industry.
•Aerospace,
Defense, and Satellite Communications Industry Risk. The
aerospace, defense, and satellite communications industry is subject to
significant risks related to government spending, regulatory oversight, and
geopolitical conditions. Companies in this sector are highly dependent on
government contracts and budgets, which may be affected by changes in political
priorities, fiscal constraints, or procurement processes. The industry also
faces risks from complex and long-term development cycles, cost overruns, and
technological challenges, particularly in advanced systems and space-based
infrastructure. In addition, stringent regulatory requirements, export controls,
and national security considerations may limit market access or increase
compliance costs. Supply chain disruptions, reliance on specialized components,
cybersecurity threats, and potential delays in satellite launches or system
deployments can further impact operations. These factors, along with global
competition and geopolitical instability, may materially affect the performance
and profitability of businesses in the
industry.
Fixed
Income Securities Risk. When the Fund invests in fixed income securities, the value of your
investment in the Fund will fluctuate with changes in interest rates. Typically,
a rise in interest rates causes a decline in the value of fixed income
securities owned by the Fund. In general, the market price of fixed income
securities with longer maturities will increase or decrease more in response to
changes in interest rates than shorter-term securities. Other risk factors
include credit risk (the debtor may default), extension risk (an issuer may
exercise its right to repay principal on a fixed rate obligation held by the
Fund later than expected), and prepayment risk (the debtor may pay its
obligation early, reducing the amount of interest payments). These risks could
affect the value of a particular investment by the Fund, possibly causing the
Fund’s share price and total return to be reduced and fluctuate more than other
types of investments.
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. Money market funds may be subject to credit risk with respect to the
debt instruments in which they invest. Depository accounts may be subject to
credit risk with respect to the financial institution in which the depository
account is held. Repurchase agreements may be subject to market and credit risk
related to the collateral securing the repurchase agreement. Money market
instruments may lose money.
Mega-Capitalization
Company Risk.
Investments in mega-capitalization companies may involve certain risks. Although
mega-cap companies are typically well-established and may have significant
financial resources, broad product lines, and diversified operations, they may
be less able to adapt quickly to changing market conditions, technological
innovations, or shifts in consumer preferences. As a result, mega-cap companies
may experience slower growth rates compared to smaller companies.
In
addition, mega-cap companies may be subject to increased regulatory scrutiny,
global economic and geopolitical risks, and operational complexities associated
with large-scale, multinational operations. Their size and market dominance may
also make it more difficult to achieve significant growth, particularly during
periods of economic expansion. While securities of mega-cap companies may be
less volatile than those of smaller companies, they may underperform the broader
market or other segments of the market, which could adversely affect the Fund’s
investment returns.
Liquidity
Risk.
Holdings
of the Fund may be difficult to buy or sell or may be illiquid,
particularly during times of market turmoil. Illiquid securities may be
difficult to value, especially in changing or volatile markets. If the Fund is
forced to buy or sell an illiquid security or derivative instrument at an
unfavorable time or price, the Fund may be adversely impacted. Certain market
conditions or restrictions may prevent the Fund from limiting losses, realizing
gains, or achieving a high correlation with SpaceX. There is no assurance that a
security or derivative instrument that is deemed liquid when purchased will
continue to be liquid. Market illiquidity may cause losses for the Fund. To the
extent that SpaceX value increases or decreases significantly, the Fund may be
one of many market participants that are attempting to transact in
the
SpaceX. Under such circumstances, the market for SpaceX may lack sufficient
liquidity for all market participants' trades. Therefore, the Fund may have more
difficulty transacting in the securities or financial instruments and the Fund's
transactions could exacerbate the price changes of SpaceX and may impact
the ability of the Fund to achieve its investment objective.
In
certain cases, the market for SpaceX and/or Fund may lack sufficient
liquidity for all market participants' trades. Therefore, the Fund may have
difficulty transacting in it and/or in correlated investments, such as swap
contracts. Further, the Fund's transactions could exacerbate illiquidity and
volatility in the price of SpaceX and correlated derivative
instruments.
Early
Close/Trading Halt Risk. Although
an underlying security’s shares are listed for trading on an exchange,
there can be no assurance that an active trading market for such shares will be
available at all times. An exchange or market may close or issue trading halts
on specific securities or financial instruments, including the shares of the
Fund. Under such circumstances, the ability to buy or sell certain portfolio
securities or financial instruments may be restricted, which may result in the
Fund being unable to buy or sell investments for its portfolio, may disrupt the
Fund’s creation/redemption process, and may temporarily prevent investors from
buying and selling shares of the Fund. In addition, the Fund may be unable to
accurately price its investments, may fail to achieve performance that is
correlated with SpaceX and may incur substantial losses. If there is a
significant intra-day market event and/or SpaceX experiences a significant price
increase or decrease, the Fund may not meet its investment objective or
rebalance its portfolio appropriately. Additionally, the Fund may close to
purchases and sales of Shares prior to the close of regular trading on the
Exchange and incur significant losses.
Equity
Securities Risk. Publicly
issued equity securities, including common stocks, are subject to market risks
that may cause their prices to fluctuate over time. Fluctuations in the value of
equity securities in which the Fund invests, and/or has exposure to, will cause
the net asset value of the Fund to fluctuate. The Fund’s direct investments in
Class A common stock of SpaceX does not provide leveraged exposure to SpaceX
and, as a result, if the Fund invests directly in Class A common stock of SpaceX
to a greater extent, the Fund may not achieve its 200% daily investment
objective.
Cash
Transaction Risk.
The Fund intends to effect creations and redemptions for cash rather than for
in-kind securities. As a result, the Fund may not be tax efficient and may incur
brokerage costs related to buying and selling securities to achieve its
investment objective thus incurring additional expenses than if it had effected
creations and redemptions in kind. To the extent that such costs are not offset
by transaction fees paid by an authorized participant, the Fund may bear such
costs, which will decrease the Fund’s net asset
value.
Tax
Risk. In
order to qualify for the special tax treatment accorded a regulated
investment company (“RIC”) and its shareholders, the Fund must derive at least
90% of its gross income for each taxable year from “qualifying income,” meet
certain asset diversification tests at the end of each taxable quarter, and meet
annual distribution requirements. The Fund’s pursuit of its investment strategy
will potentially be limited by the Fund’s intention to qualify for such
treatment and could adversely affect the Fund’s ability to so qualify. The Fund
may make certain investments, the treatment of which for these purposes is
unclear. If, in any year, the Fund were to fail to qualify for the special tax
treatment accorded a RIC and its shareholders, and were ineligible to or were
not to cure such failure, the Fund would be taxed in the same manner as an
ordinary corporation subject to U.S. federal income tax on all its income
at the fund level. The resulting taxes could substantially reduce the Fund’s net
assets and the amount of income available for distribution. In addition, in
order to requalify for taxation as a RIC, the Fund could be required to
recognize unrealized gains, pay substantial taxes and interest, and make certain
distributions. Please see the section entitled “Taxes” in the Statement of
Additional Information for more information.
Non-Diversification
Risk. The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended. This means it has the ability to invest a relatively high
percentage of its assets in the securities of a small number of issuers or in
financial instruments with a single counterparty or a few counterparties. This
may increase the Fund’s volatility and increase the risk that the Fund’s
performance will decline based on the performance of a single
issuer
or the credit of a single counterparty and make the Fund more susceptible to
risks associated with a single economic, political, or regulatory occurrence
than a diversified fund.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Limitation
Risk. The Fund has a limited number of financial institutions that may act
as Authorized Participants (“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 intends to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. 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.
•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 and volatility
in the Fund’s portfolio holdings, 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. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, there can be no assurance that 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 Fund Shares.
New
Fund Risk. As
of the date of this prospectus, the Fund has limited operating history and
currently has fewer assets than larger funds. Like other new funds, large
inflows and outflows may impact the Fund’s market exposure for limited periods
of time. This impact may be positive or negative, depending on the direction of
market movement during the period affected.
The
Shares will change in value, and you could lose money by investing in the Fund.
The Fund may not achieve its investment objective.
Performance History
The Fund has not
yet commenced operations and does not have a full calendar year of performance
history. In the future, performance information will be
presented in this section of the Prospectus. Performance information will
contain a bar chart and table that provide some indication of the risks of
investing in the Fund by showing changes in the Fund’s performance from year to
year and by showing the Fund’s average annual returns for certain time periods
as compared to a broad measure of market performance. Investors
should be aware that past performance before and after taxes is not necessarily
an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current net asset value per
share, is available by calling toll-free at (833)
759-6110.
Investment
Adviser
Tuttle
Capital Management, LLC (the “Adviser”) is the investment adviser to the
Fund.
Portfolio
Manager
Matthew
Tuttle, Chief Executive Officer of the Adviser, has served as the Fund’s
portfolio manager since its inception.
Purchase
and Sale of Fund Shares
The
Fund will issue (or redeem) shares to certain institutional investors (typically
market makers or other broker-dealers) only in large blocks of at least 10,000
shares known as “Creation Units.” Creation Unit transactions are typically
effected in cash, but the Fund reserves the right to accept in-kind securities.
Individual shares may only be purchased and sold on a national securities
exchange through a broker-dealer. You can purchase and sell individual shares of
the Fund throughout the trading day like any publicly traded security. The
Fund’s shares are listed on the Exchange (i.e.,
NYSE Arca, Inc.). The price of the Fund’s shares is based on market price, and
because exchange-traded fund shares trade at market prices rather than NAV,
shares may trade at a price greater than NAV (premium) or less than NAV
(discount). When buying or selling shares through a broker, most investors will
incur customary brokerage commissions and charges and you may pay some or all of
the spread between the bid and the offered prices in the secondary market for
shares. Except when aggregated in Creation Units, the Fund’s shares are not
redeemable securities. Recent information regarding the Fund, including its NAV,
market price, premiums and discounts, and bid/ask spreads, is available on the
Fund’s website at www.rexshares.com.
Tax
Information
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account in which case withdrawals from such
arrangements generally will be taxed.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (e.g.,
a bank), the Fund and its related companies may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker-dealer or other financial intermediary and
your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUND’S INVESTMENTS
T-REX
2X Long SPCX Daily Target ETF (the “Fund” or the “2X Long ETF”)
The
Fund’s investment objective is described in the summary section for the Fund.
The summary section also describes the Fund’s principal investment strategies,
including the types of securities in which the Fund invests, and the principal
risks of investing in the Fund. The principal investment strategies are not the
only investment strategies available to the Fund, but they are the ones the Fund
primarily uses to achieve its investment objective.
The
Fund does not seek to achieve its stated investment objective for a period of
time different than a trading day. The Fund's investment objectives and policy
to invest at least 80% of its net assets in the investments suggested by its
name may be changed by the Board of Trustees (the “Board”) of ETF Opportunities
Trust (the “Trust”) without shareholder approval upon sixty (60) days’ written
notice to shareholders. Unless otherwise noted, all other policies of the Fund
may be changed without shareholder approval. The Fund reserves the right to
substitute a different ETF, index, or security for the underlying ETF.
The
Fund is not suitable for all investors. The Fund is designed to be utilized only
by sophisticated investors, such as traders and active investors employing
dynamic strategies. Such investors are expected to monitor and manage their
portfolios frequently. Investors in the Fund should: (a) understand the risks
associated with the use of leverage; (b) understand the consequences of seeking
daily leveraged investment results; and (c) intend to actively monitor and
manage their investments. Investors who do not understand the Fund or do not
intend to actively manage their funds and monitor their investments should not
buy the Fund.
There
is no assurance that the Fund will achieve its investment objective and an
investment in the Fund could lose money. No single Fund is a complete
investment program.
ETFs
are funds that trade like other publicly traded securities. Unlike shares of a
mutual fund, which can be bought and redeemed from the issuing fund by all
shareholders at a price based on NAV, shares of the Fund may be purchased or
redeemed directly from the Fund at NAV solely by Authorized Participants and
only in aggregations of a specified number of shares Creation Units. Also,
unlike shares of a mutual fund, shares of the Fund are listed on a national
securities exchange and trade in the secondary market at market prices that
change throughout the day.
The
Fund will enter into swap agreements with respect to its underlying security
with financial institutions for a specified period ranging from one day to more
than one year whereby the Fund and the financial institution will agree to
exchange the return earned or realized on the underlying security. The gross
returns to be exchanged or “swapped” between the parties is calculated with
respect to a “notional amount,” e.g., the return on or change in value of a
particular dollar amount representing the underlying security.
Each
trading day the Adviser adjusts the 2X Long ETF’s exposure to its underlying
security such that the notional exposure of all swaps equals 200% of the ETF’s
aggregate net asset value. The impact of market movements during the day
determines whether the total notional swap exposure needs to be increased or
decreased. If the price of the underlying security has risen on a given day, the
value of the Fund’s net assets should rise, meaning its total notional swap
exposure will typically need to be increased. Conversely, if the price of the
underlying security has fallen on a given day, the value of the Fund’s net
assets should fall, meaning its total notional swap exposure will typically need
to be reduced.
The
time and manner in which the Fund rebalances its portfolio may vary from day to
day at the sole discretion of the Adviser depending upon market conditions and
other circumstances. Generally, at or near the close of the market at each
trading day, the Fund will position its portfolio to ensure that the Fund’s
exposure to its underlying security is consistent with its stated investment
objective. The Fund reviews its notional exposure under each of its swap
agreements, which reflects the extent of the Fund’s total investment exposure
under the swap, to ensure that the Fund’s exposure is in-line with its stated
investment objective. The gross returns to be exchanged are calculated with
respect to the notional amount and the underlying security’s returns to which
the swap is linked. Swaps are typically closed out on a net basis. Thus, while
the notional amount reflects the Fund’s total investment exposure under the
swap,
the net amount is the Fund’s current obligations (or rights) under the swap.
That is the amount to be paid or received under the agreement based on the
relative values of the positions held by each party to the agreement. If for any
reason the Fund is unable to rebalance all or a portion of its portfolio, or if
all or a portion of the portfolio is rebalanced incorrectly, the Fund’s
investment exposure may not be consistent with the Fund’s investment objective.
As a result, the Fund may be more or less exposed to leverage risk than if it
had been properly rebalanced and may not achieve its investment objective. To
the extent that the Fund needs to “roll” its swap positions (i.e., enter into
new swap positions with a later expiration date as the current positions
approach expiration), it could be subjected to increased costs, which could
negatively impact the Fund’s performance.
To
create the necessary exposure, the Fund will enter into one or more swap
agreements, which incur borrowing costs. In light of these charges and the
Fund’s operating expenses, the expected return of the 2X Long ETF over one
trading day is equal to the gross expected return, which is the daily underlying
stock return, minus (i) financing charges incurred by the Fund in addition to
the financing cost embedded in the underlying stock and (ii) daily operating
expenses. For instance, if an underlying stock returns 2% on a given day, the
gross expected return of the Fund would be 2% multiplied by the daily leverage
factor, but the net expected return, which factors in the cost of financing the
portfolio and the impact of operating expenses, would be lower.
The
Fund may invest in other exchange-traded funds for cash management purposes.
Such exchange-traded funds may include The Laddered T-Bill ETF, which the Board
of Trustees of the Fund has determined to be within the same group of investment
companies as the Fund.
Additionally,
the Fund may invest between 40-80% of the Fund’s portfolio depending on the
amount of collateral required by the Fund’s counterparties in (1) U.S.
Government securities, such as bills, notes and bonds issued by the U.S.
Treasury; (2) money market funds; (3) short term bond ETFs and/or (4) corporate
debt securities, such as commercial paper and other short-term unsecured
promissory notes issued by businesses that are rated investment grade or of
comparable quality.
NEITHER
THE FUND, ETF OPPORTUNITIES TRUST, NOR TUTTLE CAPITAL MANAGEMENT, LLC ARE
AFFILIATED WITH SPACE EXPLORATION TECHNOLOGIES CORPORATION, OR REX SHARES,
LLC.
Swap
Agreements
The
Fund will enter into swap agreements to pursue its investment objective of
delivering daily investment results, before fees and expenses, of 200% of the
daily performance of its underlying security. The swap agreements may include as
a reference asset investment vehicle that seek exposure to the underlying
security.
Swap
agreements are contracts entered into with financial institutions for a
specified period ranging from a day to more than one year. In a standard “swap”
transaction, two parties agree to exchange the return (or differentials in rates
of return) earned or realized on particular predetermined investments or
instruments. The gross return to be exchanged or “swapped” between the parties
is calculated with respect to a “notional amount,” e.g., the return on or change
in value of a particular dollar amount representing the underlying security. The
Fund may use a combination of swaps on the underlying security and swaps on
various investment vehicles that are designed to track the performance of the
underlying security. The underlying investment vehicle may not track the
performance of the underlying security due to embedded costs and other factors,
which may increase the Fund’s correlation risk and impact the Fund’s ability to
correlate with the underlying security.
With
respect to the use of swap agreements, if the underlying security has a dramatic
move in price that causes a material decline in the Fund’s NAV over certain
stated periods agreed to by the Fund and the counterparty, the terms of a swap
agreement between the Fund and its counterparty may permit the counterparty to
immediately close out all swap transactions with the Fund. In that event, the
Fund may be unable to enter into another swap agreement or invest in other
derivatives to achieve the desired exposure consistent with its investment
objective. This, in turn, may prevent the Fund from achieving its investment
objective, even if the underlying security reverses all or a portion of its
price movement. Any costs associated with using swap agreements may also have
the effect of lowering the Fund’s return.
The
Fund may also invest in U.S. Government Securities, money market funds and
corporate debt securities such as commercial paper or other short-term unsecured
promissory notes issued by businesses that are rated investment grade or of
comparable quality. The Fund may also invest in short-term bond
ETFs.
U.S.
government securities include U.S. Treasury obligations and securities issued or
guaranteed by various agencies of the U.S. government, or by various
instrumentalities that have been established or sponsored by the U.S.
government. U.S. Treasury obligations are backed by the “full faith and credit”
of the U.S. government. Securities issued or guaranteed by federal agencies and
U.S. government sponsored instrumentalities may or may not be backed by the full
faith and credit of the U.S. government.
Non-Principal
Investments
Cash
Equivalents and Short-Term Investments
The
Fund may invest in securities with maturities of less than one year or cash
equivalents, or they may hold cash. The percentage of the Fund invested in such
holdings varies and depends on several factors, including market conditions. For
more information on eligible short-term investments, see the SAI.
Synthetic
Exposure
The
Fund may seek to replicate the long exposure to the underlying security by
creating a synthetic long position. To establish a synthetic long position, the
Fund purchases a call option on the underlying security and sells a put option
on the underlying security at the same strike price and expiration date. This
effectively results in similar risk exposures as would be the case if the Fund
held the underlying security. The Fund may also vary the combination of puts and
calls, strike prices, and expiration dates to target 200% investment
exposure.
Additional
Information Regarding Investment Techniques and Policies
The
Effects of Fees and Expenses on the Return of the Fund for a Single Trading
Day.
To create the necessary exposure, the Fund uses leveraged investment techniques,
which necessarily incur brokerage and financing charges. In light of these
charges and the Fund’s operating expenses, the expected return of the Fund over
one trading day is equal to the gross expected return, which is the daily return
of the underlying security multiplied by the Fund’s daily leveraged investment
objective, minus (i) financing charges incurred by the portfolio and (ii) daily
operating expenses. For instance, if the underlying security returned 2% on a
given day, the gross expected return of the Fund would be 4%, but the net
expected return, which factors in the cost of financing the portfolio and the
impact of operating expenses, would be lower. The Fund will reposition its
portfolio at the end of every trading day. Therefore, if an investor purchases a
2X Long ETF shares at close of the markets on a given trading day, the
investor’s exposure to the underlying security would reflect 200% of the
performance of the underlying security during the following trading day, subject
to the charges and expenses noted above.
A
Cautionary Note to Investors Regarding Dramatic Price Movement in the Underlying
Security.
The Fund could lose an amount greater than its net assets in the event of a
movement of the underlying security in excess of 50% in a direction adverse to
the Fund (meaning a decline in excess of 50% of the value of the underlying
security for the 2X Long ETF). The risk of total loss exists.
If
the underlying security has a dramatic adverse move that causes a material
decline in the Fund’s net assets, the terms of the Fund’s swap agreements may
permit the counterparty to immediately close out all swap transactions with the
Fund. In that event, the Fund may be unable to enter into another swap agreement
or invest in other derivatives to achieve exposure consistent with the Fund’s
investment objective. This may prevent the Fund from achieving its leveraged
investment objective, even if the underlying security later reverses all or a
portion the move, and result in significant losses.
Examples
of the Impact of Daily Leverage and Compounding. Because
the Fund’s exposure to the underlying security is repositioned on a daily basis,
for a holding period longer than one day, the pursuit of a daily investment
objective will
result
in daily leveraged compounding for the Fund. This means that the return of the
underlying security over a period of time greater than one day multiplied by the
Fund’s daily leveraged investment objective (e.g., 200%) generally will not
equal the Fund’s performance over that same period. As a consequence, investors
should not plan to hold the Fund unmonitored for periods longer than a single
trading day. This deviation increases with higher volatility in the underlying
security and longer holding periods. Further, the return for investors that
invest for periods less than a full trading day or for a period different than a
trading day will not be the product of the return of the Fund’s stated daily
leveraged investment objective and the performance of the underlying security
for the full trading day. The actual exposure will largely be a function of the
performance of the underlying security from the end of the prior trading day.
Consider
the following examples:
While
these examples are designed to show the effect on the Fund of leverage,
volatility, and performance with respect to the underlying security, these
examples apply to the underlying security.
Mary
is considering investments in two Funds, Funds A and B. Fund A is an ETF which
seeks (before fees and expenses) to match the performance of the underlying
security. Fund B is a leveraged ETF and seeks daily leveraged investment results
(before fees and expenses) that correspond to 200% of the daily performance of
the underlying security.
An
investment in Fund A would be expected to gain 5% on Day 1 and lose 4.76% on Day
2, returning the investment to its original value. The following example assumes
a $100 investment in Fund A when the underlying security is also valued at
$100:
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| Day |
The
Underlying Security Value |
The
Underlying Security Performance |
Value
of Fund A Investment |
|
| $100.00 |
| $100.00 |
| 1 |
$105.00 |
5.00% |
$105.00 |
| 2 |
$100.00 |
-4.76% |
$100.00 |
The
same $100 investment in Fund B would be expected to gain 10% on Day 1 (200% of
5%) but decline 9.52% on Day 2.
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| Day |
The
Underlying Security Performance |
200%
of the Underlying Security Performance |
Value
of Fund B Investment |
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| $100.00 |
| 1 |
5.00% |
10.0% |
$110.00 |
| 2 |
-4.76% |
-9.52% |
$99.52 |
Although
the percentage decline in Fund B is smaller on Day 2 than the percentage gain on
Day 1, the loss is applied to a higher principal amount, so the investment in
Fund B experiences a loss even when the aggregate value of the underlying
security for the two-day period has not declined. (These calculations do not
include the charges for fund fees and expenses).
As
you can see, an investment in Fund B has additional risks due to the effects of
leverage and compounding.
An
investor who purchases shares of the Fund intra-day will generally receive more,
or less, than 200% exposure to the underlying security from that point until the
end of the trading day. The actual exposure will be largely a function of the
performance of the underlying security from the end of the prior trading day. If
the Fund’s shares are held for a period longer than a single trading day, the
Fund’s performance is likely to deviate from 200% of the return of the
underlying security’s performance for the longer period. This deviation will
increase with higher volatility of the underlying security and longer holding
periods.
Examples
of the Impact of Volatility.
The Fund rebalances its portfolio on a daily basis, increasing exposure in
response to that day’s gains or reducing exposure in response to that day’s
losses. Daily rebalancing will typically cause the Fund to lose money if the
underlying security experience volatility. A volatility rate is a statistical
measure of the magnitude of fluctuations in the underlying security’s returns
over a defined period. For periods longer than a trading day, volatility in the
performance of the
underlying
security from day to day is the primary cause of any disparity between the
Fund’s actual returns and the returns of the underlying security for such
period. Volatility causes such disparity because it exacerbates the effects of
compounding on the Fund’s returns. In addition, the effects of volatility are
magnified in the Fund due to leverage. Consider the following three examples
that demonstrate the effect of volatility on a hypothetical fund:
Example
1 – The Underlying Security Experiences Low Volatility
Mary
invests $10.00 in a 2X Long ETF at the close of trading on Day 1. During Day 2,
the underlying security rises from 100 to 102, a 2% gain. Mary’s investment
rises 4% to $10.40. Mary holds her investment through the close of trading on
Day 3, during which the underlying security rises from 102 to 104, a gain of
1.96%. Mary’s investment rises to $10.81, a gain during Day 3 of 3.92%. For the
two-day period since Mary invested in the Fund, the underlying security gained
4% although Mary’s investment increased by 8.1%. Because the underlying security
continued to trend upwards with low volatility, Mary’s return closely correlates
to the 200% return of the return of the underlying security for the period.
Example
2 – The Underlying Security Experiences High Volatility
Mary
invests $10.00 in a 2X Long ETF after the close of trading on Day 1. During Day
2, the underlying security rises from 100 to 102, a 2% gain, and Mary’s
investment rises 4% to $10.40. Mary continues to hold her investment through the
end of Day 3, during which the underlying security declines from 102 to 98, a
loss of 3.92%. Mary’s investment declines by 7.84%, from $10.40 to $9.58. For
the two-day period since Mary invested in the Fund, the underlying security lost
2% while Mary’s investment decreased from $10 to $9.58, a 4.2% loss. The
volatility of the underlying security affected the correlation between the
underlying security’s return for the two-day period and Mary’s return. In this
situation, Mary lost more than two times the return of the underlying security.
Example
3 – Intra-day Investment with Volatility
The
examples above assumed that Mary purchased the Fund at the close of trading on
Day 1 and sold her investment at the close of trading on a subsequent day.
However, if she made an investment intra-day, she would have received a beta
determined by the performance of the underlying security from the end of the
prior trading day until her time of purchase on the next trading day. Consider
the following example.
Mary
invests $10.00 in a 2X Long ETF at 11 a.m. on Day 2. From the close of trading
on Day 1 until 11 a.m. on Day 2, the underlying security moved from 100 to 102,
a 2% gain. In light of that gain, the Fund beta at the point at which Mary
invests is 196%. During the remainder of Day 2, the underlying security rises
from 102 to 110, a gain of 7.84%, and Mary’s investment rises 15.4% (which is
the underlying security’s gain of 7.84% multiplied by the 196% beta that she
received) to $11.54. Mary continues to hold her investment through the close of
trading on Day 3, during which the underlying security declines from 110 to 90,
a loss of 18.18%. Mary’s investment declines by 36.4%, from $11.54 to $7.34. For
the period of Mary’s investment, the underlying security declined from 102 to
90, a loss of 11.76%, while Mary’s investment decreased from $10.00 to $7.34, a
27% loss. The volatility of the underlying security affected the correlation
between the underlying security’s return for period and Mary’s return. In this
situation, Mary lost more than two times the return of the underlying security.
Mary was also hurt because she missed the first 2% move of the underlying
security and had a beta of 196% for the remainder of Day 2.
Market
Volatility.
The Fund seeks to provide a return which is a multiple of the daily performance
of the underlying security. Neither Fund attempts to, and should not be expected
to, provide returns which are a multiple of the return of the underlying
security for periods other than a single day. The Fund rebalances its portfolio
on a daily basis, increasing exposure in response to that day’s gains or
reducing exposure in response to that day’s losses.
Daily
rebalancing will impair the Fund’s performance if the underlying security
experiences volatility. For instance, a 2X Long ETF would be expected to lose 4%
(as shown in Table 1 below) if the underlying security provide no return over a
one-year period and experienced annualized volatility of 20%. If the underlying
security’s annualized volatility were to rise to 40%, the hypothetical loss for
a one-year period for a 2X Long ETF widens to approximately 15%.
Table
1
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| Volatility
Range |
2X
Long ETF Losses |
| 0.1 |
-0.01 |
| 0.2 |
-0.04 |
| 0.3 |
-0.09 |
| 0.4 |
-0.15 |
| 0.5 |
-0.23 |
| 0.6 |
-0.33 |
| 0.7 |
-0.47 |
| 0.8 |
-0.55 |
| 0.9 |
-0.76 |
| 1 |
-0.84 |
Note
that at higher volatility levels, there is a chance of a complete loss of Fund
assets even if the underlying security is flat.
For instance, if annualized volatility of the underlying security was 90%, a 2X
Long ETF based on the underlying security would be expected to lose 76%, even if
the underlying security returned 0% for the year.
Table
2 will show the annualized historical volatility rate for the underlying
security once the information becomes available. Since market volatility has
negative implications for funds which rebalance daily, investors should be sure
to monitor and manage their investments in the Fund particularly in volatile
markets. The negative implications of volatility in Table 1 can be combined with
the recent volatility in Table 2 to give investors some sense of the risks of
holding the Fund for longer periods over the past five years. Historical
volatility and performance are not likely indicative of future volatility and
performance.
Table
2 – Historic Volatility of the Underlying Security
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| The
Underlying Security |
5-Year
Historical
Volatility
Rate |
|
SpaceX |
N/A* |
*
The underlying security began trading in calendar year 2026 and as of the date
of this prospectus, does not have a track record of historical daily
volatility.
The
Projected Returns of the Fund for Intra-Day Purchases. Because
the Fund rebalances its portfolio once daily, an investor who purchases shares
during a day will likely have more, or less, than 200% leveraged investment
exposure to the underlying security. The exposure to the underlying security
received by an investor who purchases the Fund intra-day will differ from the
Fund’s stated daily leveraged investment objective (e.g., 200%) by an amount
determined by the movement of the underlying security from their value at the
end of the prior day. If the underlying security moves in a direction favorable
to the Fund between the close of the market on one trading day through the time
on the next trading day when the investor purchases the Fund shares, the
investor will receive less exposure to the underlying security than the stated
fund daily leveraged investment objective (e.g., 200%). Conversely, if the
underlying security moves in a direction adverse to the Fund, the investor will
receive more exposure to the underlying security than the stated fund daily
leveraged investment objective (e.g., 200%).
Table
2 below indicates the exposure to the underlying security that an intra-day
purchase of the 2X Long ETF would be expected to provide based upon the movement
in the value of the underlying security from the close of the market on
the
prior trading day. Such exposure holds until a subsequent sale on that same
trading day or until the close of the market on that trading day. For instance,
if the underlying security has moved 5% in a direction favorable to the Fund,
the investor would receive exposure to the performance of the underlying
security from that point until the investor sells later that day or the end of
the day equal to approximately 191% of the investor’s investment.
Conversely,
if the underlying security has moved 5% in a direction unfavorable to the Fund,
an investor at that point would receive exposure to the performance of the
underlying security from that point until the investor sells later that day or
the end of the day equal to approximately 211% of the investor’s investment.
The
table includes a range of the underlying security moves from 20% to -20% for the
Fund. Movement of the underlying security
beyond
the range noted below will result in exposure further from the Fund’s daily
leveraged investment objective.
Table
3 – Intra-Day Leverage of the 2X Long ETF
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| The
Underlying Security |
Resulting
Exposure for the 2X Long ETF |
| -20% |
267% |
| -15% |
243% |
| -10% |
225% |
| -5% |
211% |
| 0% |
200% |
| 5% |
191% |
| 10% |
183% |
| 15% |
177% |
| 20% |
171% |
The
Projected Returns of the Fund for Periods Other Than a Single Trading
Day.
The Fund seeks leveraged investment results on a daily basis — from the close of
regular trading on one trading day to the close on the next trading day — which
should not be equated with seeking a leveraged investment objective for any
other period. For instance, if the underlying security gains 10% for a week, the
Fund should not be expected to provide a return of 20% for the week even if it
meets its daily leveraged investment objective throughout the week. This is true
because of the financing charges noted above but also because the pursuit of
daily goals may result in daily leveraged compounding, which means that the
return of the underlying security over a period of time greater than one day
multiplied by the Fund’s daily leveraged investment objective (e.g., 200%) will
not generally equal the Fund’s performance over that same period. In addition,
the effects of compounding become greater the longer Shares are held beyond a
single trading day.
The
following table sets out a range of hypothetical daily performances during a
given 10 trading days of a hypothetical underlying security and demonstrate how
changes in the hypothetical underlying security impacts the hypothetical Fund’s
performance for a trading day and cumulatively up to, and including, the entire
10 trading day period. The charts are based on a hypothetical $100 investment in
the hypothetical Fund over a 10-trading day period and do not reflect fees or
expenses of any kind.
Table
4 - The Underlying Security Lacks a Clear Trend
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| The
Underlying Security |
The
2X Long ETF* |
|
| Value |
Daily
Performance |
Cumulative
Performance |
NAV |
Daily
Performance |
Cumulative
Performance |
|
| 100 |
|
| $100.00 |
| |
| Day
1 |
105 |
5.00% |
5.00% |
$110.00 |
10.00% |
10.00% |
| Day
2 |
110 |
4.76% |
10.00% |
$120.48 |
9.52% |
20.47% |
| Day
3 |
100 |
-9.09% |
0.00% |
$98.57 |
-18.18% |
-1.43% |
| Day
4 |
90 |
-10.00% |
-10.00% |
$78.86 |
-20.00% |
-21.14% |
| Day
5 |
85 |
-5.56% |
-15.00% |
$70.10 |
-11.12% |
-29.91% |
| Day
6 |
100 |
17.65% |
0.00% |
$94.83 |
35.30% |
-5.17% |
| Day
7 |
95 |
-5.00% |
-5.00% |
$85.35 |
-10.00% |
-14.65% |
| Day
8 |
100 |
5.26% |
0.00% |
$94.34 |
10.52% |
-5.68% |
| Day
9 |
105 |
5.00% |
5.00% |
$103.77 |
10.00% |
3.76% |
| Day
10 |
100 |
-4.76% |
0.00% |
$93.89 |
-9.52% |
-6.12% |
*Figures
in this table have been rounded for convenience.
The
cumulative performance of the hypothetical underlying security in Table 4 is 0%
for 10 trading days. The return of the hypothetical 2X Long ETF for the
10-trading day period is -6.12%. The volatility of the hypothetical underlying
security’s performance and lack of a clear trend results in performance for the
hypothetical Fund for the period which bears little relationship to the
performance of the hypothetical underlying security for the 10-trading day
period.
Table
5 – The Underlying Security Rises in a Clear Trend
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| The
Underlying Security |
The
2X Long ETF* |
|
| Value |
Daily
Performance |
Cumulative
Performance |
NAV |
Daily
Performance |
Cumulative
Performance |
|
| 100 |
|
| $100.00 |
| |
| Day
1 |
102 |
2.00% |
2.00% |
$104.00 |
4.00% |
4.00% |
| Day
2 |
104 |
1.96% |
4.00% |
$108.08 |
3.92% |
8.08% |
| Day
3 |
106 |
1.92% |
6.00% |
$112.24 |
3.84% |
12.23% |
| Day
4 |
108 |
1.89% |
8.00% |
$116.47 |
3.78% |
16.47% |
| Day
5 |
110 |
1.85% |
10.00% |
$120.78 |
3.70% |
20.78% |
| Day
6 |
112 |
1.82% |
12.00% |
$125.18 |
3.64% |
25.17% |
| Day
7 |
114 |
1.79% |
14.00% |
$129.65 |
3.58% |
29.66% |
| Day
8 |
116 |
1.75% |
16.00% |
$134.20 |
3.50% |
34.19% |
| Day
9 |
118 |
1.72% |
18.00% |
$138.82 |
3.44% |
38.81% |
| Day
10 |
120 |
1.69% |
20.00% |
$143.53 |
3.38% |
43.50% |
*Figures
in this table have been rounded for convenience.
The
cumulative performance of the hypothetical underlying security in Table 5 is 20%
for 10 trading days. The return of the hypothetical 2X Long ETF for the
10-trading day period is 43.50%. In this case, because of the positive
hypothetical underlying security trend, the hypothetical 2X Long ETF’s gain is
greater than 200% of the hypothetical underlying security gain for the
10-trading day period.
Table
6 – The Underlying Security Declines in a Clear Trend
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| The
Underlying Security |
The
2X Long ETF* |
|
| Value |
Daily
Performance |
Cumulative
Performance |
NAV |
Daily
Performance |
Cumulative
Performance |
|
| 100 |
|
| $100.00 |
| |
| Day
1 |
98 |
-2.00% |
-2.00% |
$96.00 |
-4.00% |
-4.00% |
| Day
2 |
96 |
-2.04% |
-4.00% |
$92.08 |
-4.08% |
-7.92% |
| Day
3 |
94 |
-2.08% |
-6.00% |
$88.24 |
-4.16% |
-11.75% |
| Day
4 |
92 |
-2.13% |
-8.00% |
$84.49 |
-4.26% |
-15.51% |
| Day
5 |
90 |
-2.17% |
-10.00% |
$80.82 |
-4.34% |
-19.17% |
| Day
6 |
88 |
-2.22% |
-12.00% |
$77.22 |
-4.44% |
-22.76% |
| Day
7 |
86 |
-2.27% |
-14.00% |
$73.71 |
-4.54% |
-26.27% |
| Day
8 |
84 |
-2.33% |
-16.00% |
$70.29 |
-4.66% |
-29.71% |
| Day
9 |
82 |
-2.38% |
-18.00% |
$66.94 |
-4.76% |
-33.05% |
| Day
10 |
80 |
-2.44% |
-20.00% |
$63.67 |
-4.88% |
-36.32% |
*Figures
in this table have been rounded for convenience.
The
cumulative performance of the hypothetical underlying security in Table 6 is
-20% for 10 trading days. The return of the hypothetical 2X Long ETF for the
10-trading day period is -36.32%. In this case, because of the negative
hypothetical underlying security trend, the hypothetical 2X Long ETF’s decline
is less than 200% of the hypothetical underlying security decline for the
10-trading day period.
ADDITIONAL
INFORMATION ABOUT RISK
It
is important that you closely review and understand the risks of investing in
the Fund. The Fund’s NAV and investment return will fluctuate based upon changes
in the value of its portfolio securities. You could lose money on your
investment in the Fund, and the Fund could underperform other investments. There
is no guarantee that the Fund will meet its investment objective. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.
Below
are some of the specific risks of investing in the Fund including the risks of
the investment strategies of the underlying security.
Effects
of Compounding and Market Volatility Risk
The
Fund has a daily leveraged investment objective and the Fund’s performance
for periods greater than a trading day will be the result of each day's returns
compounded over the period, which is very likely to differ from an underlying
security’s performance times the stated multiple in the Fund’s investment
objective, before fees and expenses. Compounding affects all investments, but
has a more significant impact on leveraged funds and funds that rebalance
daily.
Over
time, the cumulative percentage increase or decrease in the value of the
Fund’s portfolio may diverge significantly from the cumulative percentage
increase of 200% of the return of the Fund's underlying security due to the
compounding effect of losses and gains on the returns of the Fund. It also is
expected that the Fund's use of leverage will cause the Fund to underperform the
return of 200% of its underlying security in a trendless or flat
market.
The
chart below provides examples of how volatility could affect the Fund’s
performance. A security’s volatility rate is a statistical measure of the
magnitude of fluctuations in the returns of the security. Fund performance for
periods greater than one single day can be estimated given any set of
assumptions for the following factors: a) volatility; b) performance; c) period
of time; d) financing rates associated with leveraged exposure; e) other Fund
expenses; and f) dividends or interest paid with respect to securities in its
underlying security. The chart below illustrates the impact of two principal
factors – volatility and performance – on Fund performance. The chart
shows estimated Fund returns for a number of combinations of volatility and
performance over a one-year period. Performance shown in the chart assumes that:
(i) no
dividends
were paid with respect to the securities included in its underlying security;
(ii) there were no Fund expenses; and (iii) borrowing/lending rates (to obtain
leveraged exposure for the Fund) of 0%. If Fund expenses and/or actual
borrowing/lending rates were reflected, the estimated returns would be different
than those shown. Particularly during periods of higher volatility, compounding
will cause results for periods longer than a trading day to vary from 200% of
the performance of the underlying security.
During
periods of higher volatility, the volatility of the underlying security may
affect the Fund’s return as much as, or more than, the return of the underlying
security. The effects of compounding will impact each shareholder differently
depending on the period of time an investment in the Fund is held and the
volatility of the underlying security during a shareholder’s holding period of
an investment in the Fund.
As
shown below, the Fund would be expected to lose 6.1% if its underlying
security provided no return over a one-year period during which its underlying
security experienced annualized volatility of 25%. If its underlying security’s
annualized volatility were to rise to 75%, the hypothetical loss for a one-year
period for the Fund widens to approximately 43%.
At
higher ranges of volatility, there is a chance of a significant loss of
value in the Fund. For instance, if an underlying security’s annualized
volatility is 100%, the Fund would be expected to lose approximately 63.2% of
its value, even if the cumulative return of its underlying security for the year
was 0%. The volatility of ETFs or instruments that reflect the value of the
underlying security, such as swaps, may differ from the volatility of the
Fund's underlying security.
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|
One
Year |
200%
One
Year |
Volatility
Rate |
|
Return |
Return |
10% |
25% |
50% |
75% |
100% |
|
-60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
|
-50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
|
-40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
|
-30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
|
-20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
|
-10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
|
0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
|
10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
|
20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
|
30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
|
40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
|
50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
|
60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
Holding
an unmanaged position opens the investor to the risk of market volatility
adversely affecting the performance of the investment. The Fund is not
appropriate for investors who do not intend to actively monitor and manage their
portfolios. The table is intended to underscore the fact that the Fund is
designed as a short-term trading vehicle for investors who intend to actively
monitor and manage their portfolios.
For
additional information and examples demonstrating the effects of volatility
and performance on the long-term performance of the Fund, see the “Additional
Information About Investment Techniques and Policies.”
Leverage
Risk. To
achieve its daily investment objective, the Fund employs leverage and are
exposed to the risk that adverse daily performance of the Fund's underlying
security will be magnified. This means that, if the Fund's underlying security
experiences adverse daily performance (meaning a decline in the value of the
underlying security of the Fund for the 2X Long ETF), an investment in the Fund
will be reduced by an amount equal to 2% for every 1% of adverse
performance,
not including the costs of financing leverage and other operating expenses,
which would further reduce its value.
The
Fund could theoretically lose an amount greater than its net assets if its
underlying security moves more than 50% in a direction adverse to the Fund
(meaning a decline in the value of the underlying security of the Fund for the
2X Long ETF). This would result in a total loss of a shareholder’s investment in
one day even if its underlying security subsequently moves in the opposite
direction and eliminates all or a portion of its earlier daily change. A total
loss may occur in a single day even if its underlying security does not lose all
of its value. Leverage will also have the effect of magnifying any differences
in the Fund’s correlation with the underlying security or may increase the
Fund’s volatility.
To
the extent that the instruments utilized by the Fund are thinly traded or have a
limited market, the Fund may be unable to meet its investment
objective due to a lack of available investments or
counterparties. During such periods, the Fund’s ability to issue additional
Creation Units may be adversely affected. As a result, the Fund’s shares could
trade at a premium or discount to their NAV and/or the bid-ask spread of the
Fund’s shares could widen. Under such circumstances, the Fund may increase its
transaction fee, change its investment objective by, for example, seeking
to track an alternative underlying security, reduce its leverage or
close.
In
such circumstances, the Fund’s investment adviser will consult with counsel to
the Trust and its Board of Trustees, and if determined to be necessary, the Fund
will amend and/or supplement the prospectus as promptly as feasible under the
circumstances to include appropriate disclosures.
Derivatives
Risk.
The Fund may obtain exposure through derivatives by investing in swap
agreements. Investing in derivatives may be considered aggressive and may
expose the Fund to risks different from, and possibly greater
than, risks associated with investing directly in the reference
asset(s) underlying the derivative. The use of derivatives may result
in larger losses or smaller gains than investing in the underlying security
directly. The use of derivatives may expose the Fund to additional risks such as
counterparty risk, liquidity risk and increased daily correlation risk. When the
Fund uses derivatives, there may be imperfect correlation between the value of
the underlying reference assets and the derivative, which may prevent the Fund
from achieving its investment objective.
The
Fund expects to use a combination of swaps on the underlying security. The
performance of an ETF may not track the performance of its underlying security
due to embedded costs and other factors. Thus, to the extent the Fund invests in
swaps that use an ETF as the reference asset, the Fund may be subject to greater
correlation risk and may not achieve as high a degree of correlation with its
underlying security as it would if the Fund only used swaps on the underlying
security. If the underlying security has a dramatic move in price that causes a
material decline in the Fund’s NAV over certain stated periods agreed to by the
Fund and the counterparty, the terms of the swap agreement between the Fund and
its counterparty may allow the counterparty to immediately close out of all swap
transactions with the Fund. In such circumstances, the Fund may be unable to
enter into another swap agreement or invest in other derivatives to achieve the
desired exposure consistent with the Fund’s daily leveraged investment
objective. This may prevent the Fund from achieving its daily leveraged
investment objective even if the underlying security reverses all or a portion
of its price movement. The value of an investment in the Fund may change quickly
and without warning. Any financing, borrowing or other costs associated with
using derivatives may also have the effect of lowering the Fund’s return. Such
costs may increase as interest rates rise.
Swaps
Risk.
Swap agreements are entered into with financial institutions for a specified
period which may range from one day to more than one year. In a standard swap
transaction, two parties agree to exchange the return (or differentials in rates
of return) earned or realized on particular predetermined reference or
underlying securities or instruments. The gross return to be exchanged or
swapped between the parties is calculated based on a notional amount or the
return on or change in value of a particular dollar amount invested in a
reference asset. Swap agreements are generally traded over-the-counter, and
therefore, may not receive as much regulatory protection, which may exposure
investors to significant losses.
Counterparty
Risk.
Counterparty risk is the risk that a counterparty is unwilling or unable to
make timely payments to meet its contractual obligations with respect to the
amount the Fund expects to receive from a counterparty to a financial instrument
entered into by the Fund. The Fund generally enters into derivatives
transactions, such as the swap agreements, with counterparties such that either
party can terminate the contract without penalty prior to the
termination
date. If a counterparty terminates a contract, the Fund may not be able to
invest in other derivatives to achieve the desired exposure, or achieving such
exposure may be more expensive. The Fund may be negatively impacted if a
counterparty becomes bankrupt or otherwise fails to perform its obligations
under such a contract, or if any collateral posted by the counterparty for the
benefit of the Fund is insufficient or there are delays in the Fund’s ability to
access such collateral. If the counterparty becomes bankrupt or defaults on its
payment obligations to the Fund, it may experience significant delays in
obtaining any recovery, may obtain only a limited recovery or obtain no recovery
and the value of an investment held by the Fund may decline. The Fund may also
not be able to exercise remedies, such as the termination of transactions,
netting of obligations and realization on collateral, if such remedies are
stayed or eliminated under special resolutions adopted in the United States, the
European Union, and various other jurisdictions. European Union rules and
regulations intervene when a financial institution is experiencing financial
difficulties and could reduce, eliminate, or convert to equity a counterparty’s
obligations to the Fund (sometimes referred to as a “bail in”).
The
Fund typically enters into transactions with counterparties that present
minimal risks based on the Adviser’s assessment of the counterparty’s
creditworthiness, or its capacity to meet its financial obligations during the
term of the derivative agreement or contract. The Adviser considers factors such
as counterparty credit rating among other factors when determining whether a
counterparty is creditworthy. The Adviser regularly monitors the
creditworthiness of each counterparty with which the Fund transacts. The Fund
generally enters into swap agreements or other financial instruments with
financial institutions and seeks to mitigate risks by generally requiring that
the counterparties for the Fund to post collateral, marked to market daily, in
an amount approximately equal to what the counterparty owes the Fund, subject to
certain minimum thresholds. To the extent any such collateral is insufficient or
there are delays in accessing the collateral, the Fund will be exposed to the
risks described above. If a counterparty’s credit ratings decline, the Fund may
be subject to a bail-in, as described above.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. A Fund does not specifically limit its counterparty risk with respect to
any single counterparty. There is a risk that no suitable counterparties are
willing to enter into, or continue to enter into, transactions with the Fund
and, as a result, the Fund may not be able to achieve its investment objective
or may decide to change its leveraged investment objective. The risk of a
limited number of counterparties may be, and historically has been, particularly
accentuated during times of significant market volatility. During times of
significant market volatility, the costs to enter into the swaps that the Fund
utilizes may increase significantly, which may negatively impact the Fund’s
returns. While the objective of the Fund is to seek daily investment results,
before
fees and expenses,
of 200% of the daily performance of the underlying security, it is important for
investors to understand that significant increases in the costs of entering into
the swaps may negatively impact investment results after
fees and expenses.
Additionally, although a counterparty to a centrally cleared swap agreement is
often backed by a futures commission merchant (“FCM”) or a clearing organization
that is further backed by a group of financial institutions, there may be
instances in which a FCM or a clearing organization would fail to perform its
obligations, causing significant losses to the Fund.
Rebalancing
Risk.
If for any reason the Fund is unable to rebalance all or a part of its
portfolio, or if all or a portion of the portfolio is rebalanced incorrectly,
the Fund’s investment exposure may not be consistent with its investment
objective. In these instances, the Fund may have investment exposure to the
underlying security that is significantly greater or less than its stated
multiple. The Fund may be more exposed to leverage risk than if it had been
properly rebalanced and may not achieve its investment objective, leading to
significantly greater losses or reduced gains.
Intra-Day
Investment Risk.
The Fund seeks daily leveraged investment results, which should not be
equated with seeking an investment objective for shorter than a day. Thus, an
investor who purchases Fund shares after the close of the markets on one trading
day and before the close of the markets on the next trading day will likely have
more, or less, than 200% leveraged investment exposure to the underlying
security, depending upon the movement of the underlying security from the end of
one trading day until the time of purchase. If the underlying security moves in
a direction favorable to the Fund, the investor will receive less than 200%
exposure to the underlying security. Conversely, if the underlying security
moves in a direction adverse to the Fund, the investor will receive exposure to
the underlying security greater than 200%. Thus, an investor that purchases
shares intra-day may experience performance that is greater than, or less than,
the Fund’s stated multiple of its underlying security.
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. The values of the options contracts in
which the Fund invests are substantially influenced by the value of the
underlying instrument. 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 expiry, the value of an option generally does not increase or
decrease at the same rate as the underlying instrument. There may at times be an
imperfect correlation between the movement in values options contracts and the
reference asset, 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. As
the options contracts are exercised or expire the Fund may enter into new
options contracts, a practice referred to as rolling.
FLEX
Options Risk. The
FLEX Options held by the Fund will be exercisable at the strike price only on
their expiration date. Prior to the expiration date, the value of the FLEX
Options will be determined based upon market quotations or using other
recognized pricing methods. The value of the FLEX Options prior to the
expiration date may vary because of related factors other than the value of the
reference asset. Factors that may influence the value of the FLEX Options, other
than gains or losses in the reference asset, may include interest rate changes,
changing supply and demand, decreased liquidity of the FLEX Options, and
changing volatility levels of the reference asset.
FLEX
Options are listed on an exchange; however, it is not guaranteed that a liquid
secondary trading market will exist. In the event that trading in the FLEX
Options is limited or absent, the value of the FLEX Options may
decrease.
Daily
Correlation Risk.
There is no guarantee that the Fund will achieve a high degree of
correlation to an underlying security and therefore achieve its respective daily
leveraged investment objective. The Fund’s exposure to an underlying security is
impacted by an underlying security’s movement. Because of this, it is unlikely
that the Fund will be perfectly exposed to its an underlying security at the end
of each day. The possibility of the Fund being materially over- or under-exposed
to an underlying security increase on days when an underlying security is
volatile near the close of the trading day. Market disruptions, regulatory
restrictions and high volatility will also adversely affect the Fund’s ability
to adjust exposure to the required levels.
The
Fund may have difficulty achieving its daily leveraged investment objective
for many reasons, including fees, expenses, transaction costs, financing costs
related to the use of derivatives, investments in ETFs, directly or indirectly,
accounting standards and their application to income items, disruptions,
illiquid or high volatility in the markets for the securities or financial
instruments in which the Fund invests, early and unanticipated closings of the
markets on which the holdings of the Fund trade, resulting in the inability of
the Fund to execute intended portfolio transactions, regulatory and tax
considerations, which may cause the Fund to hold (or not to hold) an underlying
security. The Fund may take or refrain from taking positions in order to improve
tax efficiency, comply with regulatory restrictions, or for other reasons, each
of which may negatively affect the Fund’s correlation with an underlying
security. The Fund may be subject to large movements of assets into and out of
the Fund, potentially resulting in the Fund being over- or under-exposed to an
underlying security. Additionally, the Fund’s underlying investments and/or
reference assets may trade on markets that may not be open on the same day as
the Fund, which may cause a difference between the changes in the daily
performance of the Fund and changes in the performance of an underlying
security. Any of these factors could decrease the correlation between the
performance of the Fund and an underlying security and may hinder the Fund’s
ability to meet its daily investment objective on or around that
day.
Cash
Transaction Risk.
Unlike most ETFs, the Fund effects creation, and redemptions principally
for cash, rather than principally for in-kind securities, because of the nature
of the financial instruments held by the Fund. As such, investment in the Fund
is not expected to be tax efficient and will incur brokerage costs related to
buying and selling securities to achieve the Fund’s investment objective. To the
extent that such costs are not offset by fees payable by an authorized
participant, the Fund may bear such costs, which will decrease the Fund’s net
asset value. ETFs generally are
able
to make in-kind redemptions and avoid being taxed on gains on the distributed
portfolio securities at the fund level. Because the Fund
effects redemptions principally for cash, the Fund may be required to sell
portfolio securities in order to obtain the cash needed to distribute redemption
proceeds. The Fund may recognize a capital gain on these sales that might not
have been incurred if the Fund had made a redemption in-kind and this may
decrease the tax efficiency of the Fund compared to ETFs that utilize an in-kind
redemption process. Additionally, because the Fund is conducting the portfolio
transactions rather than receiving securities in-kind the Fund will incur
brokerage commissions and other related expenses thus the Fund’s expenses
will be higher than funds that utilize in-kind creations and
redemptions.
Market
Risk.
The Fund’s investments are subject to changes in general economic
conditions, general market fluctuations and the risks inherent in investment in
securities markets. Investment markets can be volatile and prices of investments
can change substantially due to various factors including, but not limited to,
economic growth or recession, inflation rates and/or investor expectations
concerning such rates, changes in interest rates, changes in the actual or
perceived creditworthiness of issuers, general market liquidity, exchange
trading suspensions and closures, and public health risks. Securities markets
also may experience long periods of decline in value. During a general downturn
in the securities markets, multiple asset classes may decline in value
simultaneously and changes in the financial condition of a single issuer can
impact a market the markets broadly. The Fund is subject to the risk that
geopolitical events will disrupt markets and adversely affect global economies,
markets, and exchanges. Local, regional, or global events such as war, acts of
terrorism, natural disasters, the spread of infectious illness or other public
health issues, conflicts and social unrest or other events could have a
significant impact on the Fund, its investments and the Fund’s ability to
achieve its investment objective.
Markets
and market participants are increasingly reliant on information data
systems. Inaccurate data, software or other technology malfunctions, programming
inaccuracies, unauthorized use or access and similar circumstances may impair
the performance of these systems and may have an adverse impact upon a single
issuer, a group of issuers, or securities markets more broadly.
Indirect
Investment Risk.
The issuers of the underlying companies are not affiliated with the Trust,
the Adviser, or any affiliates thereof and is not involved with this offering in
any way, and has no obligation to consider the Fund in taking any corporate
actions that might affect the value of the Fund. Investing in the Fund is not
equivalent to investing in the Fund's underlying security. Fund shareholders
will not have voting rights or rights to receive dividends or other
distributions or any other rights with respect to the Fund's underlying
security.
Underlying
Security Investing Risk. Issuer-specific
attributes may cause an investment held by the Fund to be more volatile than the
market generally. The value of an individual security or particular type of
security may be more volatile than the market as a whole and may perform
differently from the value of the market as a whole.
SpaceX
Investing Risk.
SpaceX is a commercial space transportation and aerospace technology company
whose business model is dependent on the successful development, launch and
operation of complex space systems, including launch vehicles, spacecraft and
satellite constellations. The company’s financial performance and valuation may
depend on its ability to successfully develop and deploy new technologies,
including next-generation launch systems and large-scale satellite networks, and
to maintain reliable launch operations. SpaceX’s business is also influenced by
factors such as the demand for commercial launch services, satellite
communications services and government space and defense programs. The company
operates in highly competitive and rapidly evolving industries that include both
established aerospace companies and emerging commercial space companies.
Technological advancements, competing launch providers, alternative satellite
communications technologies, or changes in demand for space-based services could
adversely affect the company’s growth prospects. In addition, SpaceX’s business
requires substantial capital investment in research, development, infrastructure
and manufacturing, and its financial results may be sensitive to delays in
development programs, launch schedules, satellite deployment timelines or
customer demand. Any of these factors could adversely affect the company’s
financial condition, operating results or market valuation, which in turn could
negatively affect the value of the Fund’s investments.
As
SpaceX completed an initial public offering of its Class A common Stock on June
12, 2026, there is limited public trading history upon which investors can
evaluate its performance, and the market price of its Class A common stock may
be volatile following the offering. The trading price of SpaceX’s Class A common
stock may fluctuate significantly
due
to company-specific developments, changes in investor expectations, general
market conditions, or other factors unrelated to its operating performance.
SpaceX is a highly dynamic company, and its business model, products, services,
and strategic focus may change over time, which could adversely affect the value
of the Fund’s investment.
Government
Contract and Regulatory Risk. SpaceX
derives a significant portion of its business from contracts and relationships
with government agencies, including space, defense and national security
organizations in the United States and internationally. The company’s ability to
obtain, maintain and renew such contracts may depend on government budgets,
appropriations, procurement priorities and geopolitical developments. Changes in
government spending priorities, delays in contract awards, reductions in defense
or space exploration budgets, or shifts in national security policy could
adversely affect the demand for SpaceX’s services. In addition, SpaceX operates
in a highly regulated industry and is subject to extensive regulatory oversight
related to launch licensing, satellite communications, export controls, national
security restrictions and environmental compliance. Regulatory approvals may be
delayed, modified or denied, and regulatory frameworks governing commercial
space activities may evolve over time. Any adverse regulatory actions, changes
in applicable laws or regulations, or failure to obtain or maintain required
licenses, permits or authorizations could negatively affect SpaceX’s operations,
financial condition and growth prospects, which may adversely affect the value
of the Fund’s investments.
Early-Stage
Company Risk.
SpaceX may be a company whose operations have developed relatively recently
compared to more established companies. Companies with shorter operating
histories may face greater uncertainty regarding their long-term business
prospects, revenue models, technological development, regulatory environment and
competitive positioning. Such companies may experience rapid changes in
strategy, management priorities, capital needs or product development timelines.
As a result, SpaceX’s business performance and market valuation may be more
volatile than those of more mature companies.
Newly
Public Company Risk.
SpaceX recently become a publicly traded company and therefore has limited
operating history as a public company. Newly public companies may experience
increased volatility in their stock prices due to factors such as market
speculation, evolving investor expectations, limited trading history, changes in
analyst coverage, lock-up expirations for pre-IPO shareholders, changes in
trading volume, the entry or exit of large shareholders, and the transition to
public company reporting and governance requirements. In addition, newly public
companies may face increased scrutiny from regulators, investors and market
participants, and their financial results, business strategies and public
disclosures may evolve as they adapt to operating as public companies. These
factors may cause the price of SpaceX’s securities to fluctuate significantly,
which may adversely affect the value of the Fund’s investments.
Industrial
Sector Risk. The
industrials sector is highly sensitive to changes in economic conditions,
including fluctuations in industrial production, infrastructure spending, and
global trade activity. Companies in this sector face risks from cyclical demand,
rising raw material and energy costs, supply chain disruptions, and labor
shortages, all of which can adversely affect margins and operational efficiency.
The sector is also subject to regulatory requirements related to safety,
environmental standards, and trade policies, which may increase compliance costs
or limit market access. In addition, rapid technological change and the need for
ongoing capital investment to remain competitive may strain financial resources.
Geopolitical instability, tariffs, and shifts in global supply and demand
further contribute to uncertainty. These factors collectively may materially
impact the performance and profitability of businesses in the industrials
sector.
Industry
Concentration Risk. The
Fund will be concentrated in the industry to which Space Exploration
Technologies Corporation is assigned (i.e., hold more than 25% of its total
assets in investments that provide exposure to the industry to which Space
Exploration Technologies Corporation is assigned). A portfolio concentrated in a
particular industry may present more risks than a portfolio broadly diversified
over several industries. As of the date of this prospectus, SpaceX is assigned
to the aerospace, defense and satellite communications industry.
•Aerospace,
Defense, and Satellite Communications Industry Risk. The
aerospace, defense, and satellite communications industry is subject to
significant risks related to government spending, regulatory oversight, and
geopolitical conditions. Companies in this sector are highly dependent on
government contracts and budgets, which may be affected by changes in political
priorities, fiscal constraints, or procurement processes. The industry also
faces risks from complex and long-term development cycles, cost overruns, and
technological
challenges,
particularly in advanced systems and space-based infrastructure. In addition,
stringent regulatory requirements, export controls, and national security
considerations may limit market access or increase compliance costs. Supply
chain disruptions, reliance on specialized components, cybersecurity threats,
and potential delays in satellite launches or system deployments can further
impact operations. These factors, along with global competition and geopolitical
instability, may materially affect the performance and profitability of
businesses in the industry.
Fixed
Income Securities Risk.
When the Fund invests in fixed income securities, the value of your investment
in the Fund will fluctuate with changes in interest rates. Typically, a rise in
interest rates causes a decline in the value of fixed income securities owned by
the Fund. In general, the market price of fixed income securities with longer
maturities will increase or decrease more in response to changes in interest
rates than shorter-term securities. Other risk factors include credit risk (the
debtor may default), extension risk (an issuer may exercise its right to repay
principal on a fixed rate obligation held by the Fund later than expected), and
prepayment risk (the debtor may pay its obligation early, reducing the amount of
interest payments). These risks could affect the value of a particular
investment by the Fund, possibly causing the Fund’s share price and total return
to be reduced and fluctuate more than other types of investments.
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. Money market funds may be subject to credit risk with respect to the
debt instruments in which they invest. Depository accounts may be subject to
credit risk with respect to the financial institution in which the depository
account is held. Repurchase agreements may be subject to market and credit risk
related to the collateral securing the repurchase agreement. Money market
instruments may lose money.
Mega-Capitalization
Company Risk.
Investments in mega-capitalization companies may involve certain risks. Although
mega-cap companies are typically well-established and may have significant
financial resources, broad product lines, and diversified operations, they may
be less able to adapt quickly to changing market conditions, technological
innovations, or shifts in consumer preferences. As a result, mega-cap companies
may experience slower growth rates compared to smaller companies.
In
addition, mega-cap companies may be subject to increased regulatory scrutiny,
global economic and geopolitical risks, and operational complexities associated
with large-scale, multinational operations. Their size and market dominance may
also make it more difficult to achieve significant growth, particularly during
periods of economic expansion. While securities of mega-cap companies may be
less volatile than those of smaller companies, they may underperform the broader
market or other segments of the market, which could adversely affect the Fund’s
investment returns.
Liquidity
Risk.
Some securities held by the Fund may be difficult to buy or sell or
illiquid, particularly during times of market turmoil. Illiquid securities may
be difficult to value, especially in changing or volatile markets. If the Fund
is forced to buy or sell an illiquid security or derivative instrument at an
unfavorable time or price, the Fund may incur a loss. Certain market conditions
may prevent the Fund from limiting losses, realizing gains, or achieving a high
correlation with its underlying security. There is no assurance that a security
or derivative instrument that is deemed liquid when purchased will continue to
be liquid. Market illiquidity may cause losses for certain funds. For this Fund,
to the extent that the Fund's underlying security moves adversely, the Fund may
be one of many market participants that are attempting to facilitate a
transaction. Under such circumstances, the market may lack sufficient liquidity
for all market participants' trades. Therefore, the Fund may have more
difficulty transacting in the security or correlated derivative instruments and
the Fund's transactions could exacerbate the price change of the security.
Additionally, because the Fund is leveraged, a minor adverse change in the value
of underlying security should be expected to have a substantial adverse impact
on the Fund and impact its ability to achieve its investment
objective.
In
certain cases, the market for its underlying security and/or Fund may lack
sufficient liquidity for all market participants' trades. Therefore, the Fund
may have difficulty transacting in it and/or in correlated investments, such as
swap contracts. Further, the Fund's transactions could exacerbate illiquidity
and volatility in the price of the securities and correlated derivative
instruments.
Early
Close/Trading Halt Risk.
Although an underlying security’s shares are listed for trading on an
exchange, there can be no assurance that an active trading market for such
shares will be available at all times. When securities experience a sharp
decline in price, an exchange or market may close entirely or halt for a
period of time in accordance with exchange “circuit breaker” rules or issue
trading halts on specific securities and therefore, the Fund’s ability to buy or
sell certain securities or financial instruments may be restricted. These
exchange or market actions may result in the Fund being unable to buy or sell
certain securities or financial instruments. A Fund may be unable to rebalance
its portfolio, may be unable to accurately price its investments and/or may
incur substantial trading losses. If the Fund is unable to rebalance its
portfolio due to a market closure, a trading halt, an emergency, or other market
disrupting event, it may result in the Fund not achieving its investment
objective and the Fund having a significantly larger leverage multiple than
200%, which may result in significant losses to Fund shareholders in
certain circumstances.
Additionally,
exchange or market closures or trading halts may result in the Fund’s
shares trading at an increasingly large discount to NAV and/or at increasingly
wide bid-ask spreads during part of, or all of, the trading day.
Equity
Securities Risk. Publicly-issued
equity securities, including common stocks, are subject to market risks
that may cause their prices to fluctuate over time. Fluctuations in the value of
equity securities in which the Fund invests will cause the NAV of the Fund to
fluctuate. The Fund’s direct investments in common stock of the underlying
security does not provide leveraged exposure to the underlying security and, as
a result, if the Fund invests directly in common stock of the underlying
security to a greater extent, the Fund may not achieve its 200% daily investment
objective.
Synthetic
Exposure Risk.
The Fund’s synthetic long positions involve the same risks as investing in the
equity securities of the underlying security, but also involve other risks.
There may be imperfect correlation between the underlying security and call and
put options on the underlying security as the result of changes in implied
volatility, bid/ask spreads, transaction costs and premiums paid on purchased
options. Options strategies may also involve different tax rules than holding
the underlying security directly. A synthetic position may not always provide
200% exposure to the underlying security and, as a result, the Fund may not
achieve its 200% daily investment objective.
Tax
Risk.
In order to qualify for the special tax treatment accorded a regulated
investment company (“RIC”) and its shareholders, the Fund must derive at least
90% of its gross income for each taxable year from “qualifying
income,” meet certain asset diversification tests at the end of each
taxable quarter, and meet annual distribution requirements. The Fund’s
pursuit of its investment strategy will potentially be limited
by the Fund’s intention to qualify for such treatment and
could adversely affect the Fund’s ability to so qualify. The Fund can
make certain investments, the treatment of which for these purposes is
unclear. If, in any year, the Fund were to fail to qualify for the special
tax treatment accorded a RIC and its shareholders, and were ineligible to or
were not to cure such failure, the Fund would be taxed in the same manner as an
ordinary corporation subject to U.S. federal income tax on all its
income at the fund level. The resulting taxes could substantially reduce the
Fund’s net assets and the amount of income available for distribution. In
addition, in order to requalify for taxation as a RIC, the Fund
could be required to recognize unrealized gains, pay substantial taxes and
interest, and make certain distributions. Please see the section
entitled “Taxes” in the SAI for more information.
Non-Diversification
Risk.
The Fund is classified as “non-diversified” under the Investment
Company Act of 1940, as amended. This means it has the ability to
invest a relatively high percentage of its assets in the securities of a small
number of issuers or in financial instruments with a single counterparty or a
few counterparties. This may increase the Fund’s volatility and increase the
risk that the Fund’s performance will decline based on the performance of a
single issuer or the credit of a single counterparty and make the Fund
more susceptible to risks associated with a single economic, political, or
regulatory occurrence than a diversified fund.
New
Fund Risk.
The Fund is a new ETF and as a new fund, there can be no assurance that the Fund
will grow to or maintain an economically viable size, in which case it could
ultimately liquidate. The Fund’s distributor does not maintain a secondary
market in the Fund’s shares. If the Fund does not grow its assets to a viable
level, it may be difficult for the Adviser to implement the Fund’s investment
strategies and achieve the desired portfolio diversification.
Special
Risks of Exchange-Traded Funds
Authorized
Participants Concentration Risk. The
Fund may have a limited number of financial institutions that may act as
Authorized Participants. To the extent that those Authorized Participants exit
the business or are unable to process creation and/or redemption orders, Shares
may trade at larger bid-ask spreads and/or premiums or discounts to NAV.
Authorized Participant concentration risk may be heightened for a fund that
invests in non-U.S. securities or other securities or instruments that have
lower trading volumes.
Absence
of Active Market Risk.
Although Shares are listed for trading on a stock exchange, there is no
assurance that an active trading market for them will develop or be maintained.
In the absence of an active trading market for Shares, they will likely trade
with a wider bid/ask spread and at a greater premium or discount to
NAV.
Market
Price Variance Risk.
Shares of the Fund can be bought and sold in the secondary market at market
prices rather than at NAV. When Shares trade at a price greater than NAV, they
are said to trade at a “premium.” When they trade at a price less than NAV, they
are said to trade at a “discount.” The market price of Shares fluctuates based
on changes in the value of the Fund’s holdings and on the supply and demand for
Shares. Because Shares can be created and redeemed in Creation Units at
NAV, the Adviser believes that large discounts or premiums to the net asset
value of Shares should not be sustained over the long term. Nevertheless, the
market price of Shares may vary significantly from NAV during periods of market
volatility. Further, to the extent that exchange specialists, market makers
and/or Authorized Participants are unavailable or unable to trade the Fund’s
Shares and/or create and redeem Creation Units, bid/ask spreads and premiums or
discounts may widen. The exact exposure of an investment in the Fund intraday in
the secondary market is a function of the difference between the value of the
underlying security at the market close on the first trading day and the value
of the underlying security at the time of purchase. Thus, an investor that
purchases shares intra-day may experience performance that is greater than, or
less than, the Fund’s stated multiple of its underlying security.
Trading
Cost Risk.
Buying or selling Fund shares on an exchange involves two types of costs that
apply to all securities transactions. When buying or selling shares of the Fund
through a broker, you will likely incur a brokerage commission and other
charges. In addition, you may incur the cost of the “spread”; that is, the
difference between what investors are willing to pay for Fund shares (the “bid”
price) and the price at which they are willing to sell Fund shares (the “ask”
price). The spread, which varies over time for shares of the Fund based on
trading volume and market liquidity, is generally narrower if the Fund has more
trading volume and market liquidity and wider if the Fund has less trading
volume and market liquidity. In addition, increased market volatility may cause
wider spreads. There may also be regulatory and other charges that are incurred
as a result of trading activity. Because of the costs inherent in buying or
selling Fund shares, frequent trading may detract significantly from investment
results and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments through a brokerage
account.
Exchange
Trading Risk.
Trading in Shares on an exchange may be halted due to market conditions or for
reasons that, in the view of that exchange, make trading in Shares inadvisable,
such as extraordinary market volatility or other reasons. Extraordinary market
volatility can lead to trading halts pursuant to “circuit breaker” rules of the
exchange or market. There can be no assurance that Shares will continue to meet
the listing requirements of the exchange on which they trade, and the listing
requirements may be amended from time to time.
MANAGEMENT
The
Investment Adviser.
Tuttle Capital Management, LLC (the “Adviser”), 155 Lockwood Rd., Riverside,
Connecticut 06878, is the investment adviser for the Fund. The Adviser is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended. The Adviser is a Delaware limited liability company and was
organized in 2012.
Under
the Investment Advisory Agreement between the Adviser and the Trust, on behalf
of the Fund (the “Investment Advisory Agreement”), the Adviser is responsible
for the day-to-day management of the Fund’s investments. The Adviser also: (i)
furnishes the Fund with office space and certain administrative services; and
(ii) provides guidance and policy direction in connection with its daily
management of the Fund’s assets, subject to the authority of the Board. For its
services, the Adviser is entitled to receive an annual management fee calculated
daily and payable monthly, at the annual rate of 1.50% of the Fund’s average
daily net assets.
Under
the Investment Advisory Agreement, the Adviser has agreed, at its own expense
and without reimbursement from the Fund, to pay all expenses of the Fund, except
for: the fee paid to the Adviser pursuant to the Investment Advisory Agreement,
interest expenses, taxes, acquired fund fees and expenses, brokerage commissions
and any other portfolio transaction related expenses and fees arising out of
transactions effected on behalf of the Fund, credit facility fees and expenses,
including interest expenses, and litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the Fund’s
business.
A
discussion regarding the basis for the Board approving the Investment Advisory
Agreement for the Fund will be available in the Fund’s semi-annual report filed
on Form N-CSR once that report is produced.
Fund
Sponsor
REX
Shares, LLC (“REX”or the "Sponsor"), a Delaware limited liability company,
located in Miami, Florida, is an independent sponsor of ETFs. The research of an
affiliate of REX was used in the creation of the Fund’s trading strategy. REX
does not make investment decisions, provide investment advice, or otherwise act
in the capacity of an investment adviser to the Fund. REX is not related to the
Adviser, the Fund or any of the underlying stocks of the Fund. REX makes no
representation or warranty, express or implied, to the owners of the Shares or
any member of the public regarding the advisability of investing in securities
generally or in the Shares in particular, or as to the ability of any Fund to
meet its investment objective.
The
Adviser has entered into an agreement with the Sponsor pursuant to which the
Sponsor and the Adviser have jointly assumed the obligation of the Adviser to
pay all expenses of the Fund, except excluded expenses. The Sponsor will also
provide marketing support for the Fund including, but not limited to, providing
the Fund with access to and the use of the Sponsor’s marketing capabilities,
including leveraging the Sponsor’s expertise in developing marketing strategies
and communications through print and electronic media. For its services, the
Sponsor is entitled to a fee from the Adviser, which is calculated daily and
paid monthly, based on a percentage of the average daily net assets of the Fund.
The Sponsor does not act as a distributor to the Fund and does not sell shares
of the Fund. The Fund is distributed through the Distributor.
The
Portfolio Manager
Matthew
Tuttle, Chief Executive Officer of the Adviser, has served as the Fund’s
portfolio manager since its inception in 2026. Matthew Tuttle has been involved
in the financial services industry since 1990. He has an MBA in finance from
Boston University and is the author of two financial books, Financial
Secrets of My Wealthy Grandparents
and How
Harvard and Yale Beat the Market.
He has been launching and managing ETFs since 2015.
The
SAI provides additional information about the portfolio manager’s compensation,
other accounts managed by the portfolio manager, and the portfolio manager’s
ownership in the Fund.
The
Trust
The
Fund is a non-diversified series of the ETF Opportunities Trust, an open-end
management investment company organized as a Delaware statutory trust on March
18, 2019. The Board supervises the operations of the Fund according to
applicable state and federal law, and the Board is responsible for the overall
management of the Fund’s business affairs.
Portfolio
Holdings
A
description of the Fund’s policies and procedures with respect to the disclosure
of the Fund’s portfolio securities is available in the Fund’s SAI. Complete
holdings are published on the Fund’s website on a daily basis. Please visit the
Fund’s website at www.rexshares.com. In addition, the Fund’s complete holdings
(as of the dates of such reports) are available in reports on Form N-PORT and
Form N-CSR filed with the SEC.
DISTRIBUTION
(12B-1) PLAN
The
Board has adopted a Distribution and Shareholder Service 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 for certain distribution-related activities and shareholder
services.
No
Rule 12b-1 fees are currently paid by the Fund, and there are no current 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 the Fund’s assets, over time these fees
will increase the cost of your investment and may cost you more than certain
other types of sales charges.
HOW
TO BUY AND SELL SHARES
Most
investors will buy and sell shares of the Fund through broker-dealers at market
prices. Shares of the Fund are listed for trading on the Exchange and on the
secondary market during the trading day and can be bought and sold throughout
the trading day like other shares of publicly traded securities. Shares may only
be purchased and sold on the secondary market when the Exchange is open for
trading. Shares of the Fund are traded under the trading symbol
SPAX.
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 offered price in the secondary market on each leg of a round trip
(purchase and sale) transaction.
The
NAV of the Fund’s shares is calculated at the close of regular trading on the
Exchange, generally 4:00 p.m. New York time, on each day the Exchange is open.
The NAV of the Fund’s Shares is determined by dividing the total value of the
Fund’s portfolio investments and other assets, less any liabilities, by the
total number of Shares outstanding of the Fund.
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.
Fair
value pricing is used by the Fund when market quotations are not readily
available or are deemed to be unreliable or inaccurate based on factors such as
evidence of a thin market in the security or a significant event occurring after
the close of the market but before the time as of which the Fund’s NAV is
calculated. When fair-value pricing is employed, the prices of securities used
by the Fund to calculate its NAV may differ from quoted or published prices for
the same securities.
APs
may acquire shares directly from the Fund, and APs may tender their shares for
redemption directly to the Fund, at NAV per share only in large blocks, or
Creation Units, of at least 10,000 shares. Purchases and redemptions directly
with the Fund must follow the Fund’s procedures, which are described in the
SAI.
Under
normal circumstances, the Fund will pay out redemption proceeds to a redeeming
AP within two (2) days after the AP’s redemption request is received, in
accordance with the process set forth in the Fund’s SAI and in the agreement
between the AP and the Fund’s distributor. However, the Fund reserves the right,
including under stressed market
conditions,
to take up to seven (7) days after the receipt of a redemption request to pay an
AP, all as permitted by the 1940 Act. The Fund anticipates regularly meeting
redemption requests primarily in cash, although the Fund reserves the right to
pay all or portion of the redemption proceeds to an AP in-kind. Cash used for
redemptions will be raised from the sale of portfolio assets or may come from
existing holdings of cash or cash equivalents.
The
Fund may liquidate and terminate at any time without shareholder
approval.
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 and is recognized as the owner of all shares for all
purposes.
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.
Participants in DTC 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” form.
FREQUENT
PURCHASES AND REDEMPTIONS OF FUND SHARES
Shares
can only be purchased and redeemed directly from the Fund in Creation Units by
APs, and the vast majority of trading in shares occurs on the secondary market.
Because the secondary market trades do not directly involve the Fund, it is
unlikely those trades would cause the harmful effects of market timing,
including dilution, disruption of portfolio management, increases in the Fund’s
trading costs and the realization of capital gains. With regard to the purchase
or redemption of Creation Units directly with the Fund, to the extent effected
in-kind (i.e.,
for securities), those trades do not cause the harmful effects that may result
from frequent cash trades. To the extent trades are effected in whole or in part
in cash, those trades could result in dilution to the Fund and increased
transaction costs, which could negatively impact the Fund’s ability to achieve
its investment objective. However, direct trading by APs is critical to ensuring
that shares trade at or close to NAV. The Fund also employs fair valuation
pricing to minimize potential dilution from market timing. In addition, the Fund
imposes transaction fees on purchases and redemptions of shares to cover the
custodial and other costs incurred by the Fund in effecting trades. These fees
increase if an investor substitutes cash in part or in whole for securities,
reflecting the fact that the Fund’s trading costs increase in those
circumstances. Given this structure, the Trust has determined that it is not
necessary to adopt policies and procedures to detect and deter market timing of
the shares.
DIVIDENDS,
OTHER DISTRIBUTIONS AND TAXES
Shares
are traded throughout the day in the secondary market on a national securities
exchange on an intra-day basis and are created and redeemed in-kind and/or for
cash in Creation Units at each day’s next calculated NAV. The Fund currently
intends to create and redeem Creation Units in cash. Satisfying redemptions in
cash may result in the Fund selling portfolio securities to obtain cash to meet
net Fund redemptions which can have an adverse tax impact on taxable
shareholders. These sales may generate taxable gains for the ongoing
shareholders of the Fund. In-kind arrangements are designed to protect ongoing
shareholders from the adverse effects on the Fund’s portfolio that could arise
from frequent cash redemption transactions. In the event that the Fund redeems
Creation Units in-kind, the shares’ in-kind redemption mechanism generally will
not lead to a tax event for the Fund or its ongoing shareholders.
Ordinarily,
the Fund will distribute any net investment income and any net realized capital
gains annually. The Fund may also pay a special distribution at the end of a
calendar year to comply with U.S. federal income tax requirements.
No
dividend reinvestment service is provided by the Fund. Broker-dealers may make
available the DTC book-entry Dividend Reinvestment Service for use by beneficial
owners of the Fund for reinvestment of their dividend distributions. Beneficial
owners should contact their broker to determine the availability and costs of
the service and the details of
participation
therein. Brokers may require beneficial owners to adhere to specific procedures
and timetables. If this service is available and used, dividend distributions of
both income and realized gains will be automatically reinvested in additional
whole shares of the Fund purchased in the secondary market.
Distributions
in cash may be reinvested automatically in additional whole shares only if the
broker through whom you purchased shares makes such option
available.
Taxes
As
with any investment, you should consider how your investment in shares will be
taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in shares.
Unless
your investment in shares is made through a tax-exempt entity or tax-deferred
account, such as an individual retirement account, you need to be aware of the
possible tax consequences when:
-A
Fund makes distributions,
-You
sell your shares listed on the Exchange, and
-You
purchase or redeem Creation Units.
Taxes
on Distributions
Distributions
from the Fund’s net investment income, including net short-term capital gains,
if any, are taxable to you as ordinary income, except that the Fund’s dividends
attributable to its “qualified dividend income” (e.g.,
dividends received on stock of most domestic and certain foreign corporations
with respect to which the Fund satisfies certain holding period and other
requirements), if any, generally are subject to U.S. federal income tax for U.S.
non-corporate shareholders who satisfy those restrictions with respect to their
shares at the rate for net capital gain. A part of the Fund’s dividends also may
be eligible for the dividends-received deduction allowed to U.S. corporations
subject to similar requirements. However, dividends a U.S. corporate shareholder
deducts pursuant to that deduction are subject indirectly to the U.S. federal
alternative minimum tax. A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a
taxable account. These costs, which are not reflected in annual Fund operating
expenses affect the Fund’s performance.
In
general, distributions received from the Fund are subject to U.S. federal income
tax when they are paid, whether taken in cash or reinvested in the Fund (if that
option is available). Distributions reinvested in additional shares through the
means of a dividend reinvestment service, if available, will be taxable to
shareholders acquiring the additional shares to the same extent as if such
distributions had been received in cash. Distributions of net long-term capital
gains, if any, in excess of net short-term capital losses are taxable as
long-term capital gains, regardless of how long you have held the shares in the
Fund.
Distributions
in excess of the Fund’s current and accumulated earnings and profits are treated
as a tax-free return of capital to the extent of your basis in the shares and as
capital gain thereafter. A distribution will reduce the Fund’s NAV per share and
may be taxable to you as ordinary income or capital gain (as described above)
even though, from an investment standpoint, the distribution may constitute a
return of capital.
The
Fund is required to backup withhold twenty-four percent (24%) of your
distributions and redemption proceeds if you have not provided the Fund with a
correct Social Security number for individual(s) in the required manner and in
certain other situations.
Taxes
on Exchange-Listed Share Sales
Any
capital gain or loss realized upon a sale of shares is generally treated as
long-term capital gain or loss if the shares have been held for more than one
year and as short-term capital gain or loss if the shares have been held for one
year or less. The ability to deduct capital losses from sales of shares may be
limited.
Taxes
on Purchase and Redemption of Creation Units
An
Authorized Participant who exchanges securities for Creation Units generally
will recognize a gain or a loss equal to the difference between the market value
of the Creation Units at the time of the exchange and the sum of the exchanger’s
aggregate basis in the securities surrendered plus any cash it pays. An
Authorized Participant who exchanges Creation Units for securities will
generally recognize a gain or loss equal to the difference between the
exchanger’s basis in the Creation Units and the sum of the aggregate market
value of the securities received plus any cash received. The Internal Revenue
Service (“Service”), however, may assert that a loss realized upon an exchange
of securities for Creation Units cannot be deducted currently under the rules
governing “wash sales” or for other reasons. Persons exchanging securities
should consult their own tax adviser with respect to whether the 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 the Creation Units have been held
for more than one year and as short-term capital gain or loss if the Creation
Units have been held for one year or less.
If
you purchase or redeem Creation Units, you will be sent a confirmation statement
showing how many Creation Units you purchased or sold and at what price. See
“Taxes” in the SAI for a description of the requirement regarding basis
determination methods applicable to share redemptions (including redemptions of
Creation Units) and the Fund’s obligation to report basis information to the
Service.
At
the time that this prospectus is being prepared, various administrative and
legislative changes to the U.S. federal tax laws are under consideration, but it
is not possible at this time to determine whether any of these changes will take
place or what the changes might entail.
The
foregoing discussion summarizes some of the possible consequences under current
U.S. federal income tax law of an investment in the Fund. It is not a substitute
for personal tax advice. Consult your personal tax adviser about the potential
tax consequences of an investment in the shares under all applicable tax laws.
See “Taxes” in the SAI for more information.
FUND
SERVICE PROVIDERS
Commonwealth
Fund Services, Inc.
(the “Administrator”) is the Fund’s administrator. The firm is primarily in the
business of providing administrative services to retail and institutional mutual
funds and exchange-traded funds.
Citi
Fund Services Ohio, Inc.
(“Citi”) serves as the Funds’ fund accountant, and it provides certain other
services to the Funds not provided by the Administrator. Citi is primarily in
the business of providing administrative, fund accounting services to retail and
institutional exchange-traded funds and mutual funds.
Citibank,
N.A.
serves as the Funds’ custodian and transfer agent.
Foreside
Fund Services, LLC
(the “Distributor”) serves as the Distributor of Creation Units for the Fund on
an agency basis. The Distributor does not maintain a secondary market in
shares.
Practus,
LLP
serves as legal counsel to the Trust and the Fund.
Cohen
& Company, Ltd.
serves as the Fund’s independent registered public accounting firm. The
independent registered public accounting firm is responsible for auditing the
annual financial statements of the Fund.
OTHER
INFORMATION
Continuous
Offering
The
method by which Creation Units of shares are created and traded may raise
certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Fund on an ongoing basis, a “distribution,” as
such term is used in the Securities Act of 1933, as amended (the “Securities
Act”), may occur at any point. Broker-dealers and other persons are cautioned
that some activities on their part may, depending on the
circumstances,
result in their being deemed participants in a distribution in a manner which
could render them statutory underwriters and subject them to the prospectus
delivery requirement and liability provisions of the Securities
Act.
For
example, a broker-dealer firm or its client may be deemed a statutory
underwriter if it takes Creation Units after placing an order with the
Distributor, breaks them down into constituent shares and sells the shares
directly to customers or if it chooses to couple the creation of a supply of new
shares with an active selling effort involving solicitation of secondary market
demand for shares. A determination of whether one is an underwriter for purposes
of the Securities Act must take into account all the facts and circumstances
pertaining to the activities of the broker-dealer or its client in the
particular case, and the examples mentioned above should not be considered a
complete description of all the activities that could lead to a characterization
as an underwriter.
Broker-dealer
firms should also note that dealers who are not “underwriters” but are effecting
transactions in shares, whether or not participating in the distribution of
shares, are generally required to deliver a prospectus. This is because the
prospectus delivery exemption in Section 4(3) of the Securities Act is not
available in respect of such transactions as a result of Section 24(d) of the
1940 Act. As a result, broker-dealer firms should note that dealers who are not
“underwriters” but are participating in a distribution (as contrasted with
engaging in ordinary secondary market transactions) and thus dealing with the
shares that are part of an overallotment within the meaning of Section 4(3)I of
the Securities Act, will be unable to take advantage of the prospectus delivery
exemption provided by Section 4(3) of the Securities Act. For delivery of
prospectuses to exchange members, the prospectus delivery mechanism of Rule 153
under the Securities Act is only available with respect to transactions on a
national exchange.
Dealers
effecting transactions in the shares, whether or not participating in this
distribution, are generally required to deliver a Prospectus. This is in
addition to any obligation of dealers to deliver a Prospectus when acting as
underwriters.
Premium/Discount
Information
When
available, information regarding how often the shares of the Fund traded on the
Exchange at a price above (i.e., at
a premium) or below (i.e., at
a discount) the NAV of the Fund will be available at
www.rexshares.com.
FINANCIAL
HIGHLIGHTS
Because
the Fund has not yet commenced operations as of the date hereof, no financial
highlights are available. In the future, financial highlights will be presented
in this section of the Prospectus.
FOR
MORE INFORMATION
You
will find more information about the Fund in the following
documents:
Statement
of Additional Information: For
more information about the Fund, you may wish to refer to the Fund’s SAI dated
June 11, 2026 as amended July 9, 2026, which is on file with the SEC and
incorporated by reference into this prospectus.
Annual/Semi-Annual
Reports: Additional
information about the Fund’s investments, once available, will be available in
the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In
the Fund’s annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund’s performance
during its last fiscal year. In Form N-CSR, you will find the Fund’s annual and
semi-annual financial statements.
You
can obtain a free copy of the SAI, annual and semi-annual reports, and other
information, such as the Fund’s financial statements, by writing to the Fund at
8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235, by calling the
Fund toll-free at (833)
759-6110,
by email at: [email protected]. The Fund’s annual and semi-annual reports,
prospectus and SAI are all available for viewing/downloading at
www.rexshares.com. General inquiries regarding the Fund may also be directed to
the above address or telephone number.
Copies
of these documents and other information about the Fund are available on the
EDGAR Database on the Commission’s Internet site at http://www.sec.gov, and
copies of these documents may also be obtained, after paying a duplication fee,
by electronic request at the following email address:
[email protected].
(Investment
Company Act File No. 811-23439)