Subject
to Completion
The
information in this prospectus is not complete and may be changed. The Fund may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.
Hedgeye
Index Adds ETF
PROSPECTUS
______,
2026
This
prospectus describes the Hedgeye Index Adds ETF which is authorized to offer one
class of shares by this prospectus.
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| Fund |
Ticker |
Principal
U.S. Listing Exchange |
| Hedgeye
Index Adds ETF |
ADDS |
NYSE
Arca, Inc. |
The
U.S. Securities and Exchange Commission 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
FUND
SUMMARY – Hedgeye Index Adds ETF
Investment
Objective
The
Hedgeye Index Adds ETF (the “Fund”) seeks long-term capital
appreciation.
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. 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.
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
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Management
Fee(1) |
0.70 |
% |
| Distribution
(12b-1) and Service Fees |
0.00 |
% |
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Other
Expenses(2) |
0.00%
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| Total
Annual Fund Operating Expenses |
0.70% |
(1)Under
the Investment Advisory Agreement, Hedgeye Asset 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.
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
$10,000 in the Fund for the time periods indicated and then redeem all of your
shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The effect of the Adviser’s agreement to waive a portion of its
management fee is reflected in the example shown below for the first year.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
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| Name
of Fund |
1
Year |
3
Years |
| Hedgeye
Index Adds ETF |
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$ |
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 seeks to meet its objective by actively managing and investing primarily in
U.S.-listed equity securities that, in the opinion of the Adviser, are
under-owned by passive index funds and have a high probability of near-term
inclusion in major U.S. equity indices. This methodology, commonly referred to
as an “Index Rebalance Strategy”, is employed by many multi-strategy hedge funds
and seeks to capture potential opportunities from predictable index flows. Under
normal market conditions, the Fund will invest at least 80% of its net assets
(plus any borrowings for investment purposes) in U.S.-listed equity
securities.
The
Fund will normally allocate assets to companies that currently, or are expected
to soon meet the eligibility criteria for inclusion in widely followed, marquee
U.S. equity indices but may not have yet been added to such indices. The Adviser
employs a quantitatively driven, probabilistic model designed to evaluate the
likelihood of a company’s near-term index inclusion. This model assesses various
factors that may influence index eligibility and timing, assigning a probability
score to each prospective constituent. The Adviser also applies an impact score
intended to estimate the potential effect of index inclusion on investor demand
and share price. Portfolio weights are determined based on the combined
probability and impact assessments, subject to risk management parameters,
including a maximum position size of 20% of the Fund’s assets in any single
issuer.
As
a result of this methodology, the Fund’s portfolio will predominantly invest in
large-capitalization companies, given these companies are more commonly eligible
for inclusion in major indices. However, the Fund will also invest in mid-
and
small-capitalization companies that, in the opinion of the Adviser, currently,
or are expected to soon meet the criteria for index inclusion and present
attractive risk-adjusted return opportunities.
The
Fund expects to invest in a limited number of U.S.-listed equity securities,
normally holding approximately 40 issuers, diversified across multiple Global
Industry Classification Standard (“GICS”) sectors. The Fund may invest in common
stocks and may invest in exchange-listed American depositary receipts (“ADRs”)
representing interests in foreign issuers.
The
Adviser may sell a security if the probability of index inclusion changes
materially, if the anticipated impact of inclusion is no longer compelling, if
the security no longer satisfies the Fund’s investment criteria, or if the
Adviser identifies a more attractive investment opportunity. Portfolio
construction reflects an integrated approach combining quantitative modeling,
fundamental review, portfolio design, and active trading, with the goal of
optimizing expected returns while managing position-level and sector-level
risks.
From
time to time, in order to protect or enhance the Fund’s returns, the Adviser may
utilize exchange-traded funds (“ETFs”) as well as derivatives, like options, to
gain exposure and for the purposes of deploying hedging strategies, as
needed.
If
the Adviser cannot find attractive investments, the Fund may invest up to 20% of
its total assets in cash and cash equivalents, for a short period of time, until
appropriate investments are identified. The Fund may engage in securities
lending.
The
Fund is classified as “non-diversified” under the Investment Company Act of 1940
(the “1940 Act”), which means that it may invest more of its assets in a smaller
number of issuers than “diversified” funds.
Principal
Risks
As
with all funds, a shareholder is subject to the risk that his or her investment
could lose money. The principal risks affecting shareholders’ investments in the
Fund are set forth below. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the FDIC or any government agency.
The principal risks described herein pertain to direct risks of making an
investment in the Fund and/or risks of the issuers in which the Fund
invests.
Market
Risk.
The
market price of securities owned by the Fund may go up or down, sometimes
rapidly or unpredictably. Securities may decline in value due to factors
affecting securities markets generally or particular industries represented in
the securities markets. The value of a security may decline due to general
market conditions that are not specifically related to a particular company,
such as real or perceived adverse economic conditions, changes in the general
outlook for corporate earnings, changes in interest rates, adverse changes to
credit markets or adverse investor sentiment generally. The value of a security
may also decline due to factors that affect a particular industry or industries,
such as labor shortages or increased production costs and competitive conditions
within an industry.
Equity
Securities Risk. Equity
prices may fall over short or extended periods of time. Historically, the equity
markets have moved in cycles, and the value of equity securities may fluctuate
from day to day. Individual companies may report poor results or be negatively
affected by industry and/or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in response. These
factors contribute to price volatility, which is a principal risk of investing
in the Fund.
Large
Capitalization Securities Risk. Investments
in large capitalization securities as a group could fall out of favor with the
market, causing the Fund to underperform investments that focus on small
capitalization securities. Larger, more established companies may be slow to
respond to challenges and may grow more slowly than smaller
companies.
Mid
and Small Capitalization Securities Risk. The
value of mid and small capitalization company securities may be subject to more
abrupt or erratic market movements than those of larger, more established
companies or the market averages in general.
Active
Management Risk.
As
an actively managed investment portfolio, the Fund is subject to decisions made
by the Adviser’s portfolio managers. The Adviser’s investment decisions about
individual securities impact the Fund’s ability to achieve its investment
objective. The Adviser’s judgments about the attractiveness and potential
returns for specific investments in which the Fund invests may prove to be
incorrect and there is no guarantee that the Adviser’s investment strategy will
produce the desired results.
Quantitative
Investing and Other Model Risk.
The Fund’s investment strategies may employ quantitative algorithms and models
that rely heavily on the use of proprietary and nonproprietary data, software
and intellectual property that may be licensed from a variety of sources. The
quality of the
resulting
analysis and investment selections produced by the portfolio construction
process depends on a number of factors including the accuracy of voluminous data
inputs into the quantitative models used in the investment process, the
mathematical and analytical underpinnings of the coding, the accuracy in
translating those analytics into program code, the speed that market conditions
change and the successful integration of the various quantitative models in the
portfolio selection process. To a significant extent, the performance of a
strategy that utilizes quantitative algorithms and models will depend on the
success of implementing and managing the algorithms and models that assist in
selecting and/or allocating the Fund’s assets. Models that have been formulated
on the basis of past market data may not be predictive of future price
movements. Models may not be reliable if unusual or disruptive events cause
market moves the nature or size of which are inconsistent with the historic
performance of individual markets and their relationship to one another or to
other macroeconomic events. Models may also have hidden biases or exposure to
broad structural or sentiment shifts. In the event that actual events fail to
conform to the assumptions underlying such models, losses could
result.
Quantitative
investment techniques also present the risk that errors may occur and such
errors may be extremely hard to detect. In some cases, an error can go
undetected for a long period of time. In many cases it would not be possible to
fully quantify the impact of an error given the dynamic nature of the
quantitative models and changing markets. Analytical errors, software errors,
development errors and implementation errors as well as data errors are inherent
risks. Quantitative investment techniques often require timely and efficient
execution of transactions. Inefficient execution of trades can eliminate the
ability to capture the pricing differentials that the strategy seeks to
capture.
The
risk that investments selected using quantitative models to identify market
trends may perform differently from the market as a whole or from their expected
performance. There can be no assurance that use of a quantitative model will
enable the Fund to achieve positive returns or outperform the
market.
Derivatives
Risk. The
Fund may invest in derivative instruments, such as futures contracts, forward
contracts, and swaps, which may involve significant risks. Derivatives often
provide leveraged exposure, meaning the Fund can experience gains or losses
greater than the amount invested in the derivative, based on changes in the
value of the underlying asset, index, or rate, which the Fund may not own.
Adverse movements in the underlying asset or index can lead to losses exceeding
the Fund’s initial investment. Derivatives also expose the Fund to risks such as
counterparty default, transaction costs, and imperfect correlation between the
derivative’s value and the securities markets or the Fund’s portfolio holdings.
The use of derivatives requires specialized skill, and their value may fluctuate
significantly, potentially impacting the Fund’s net asset value (NAV) and total
return.
Options
Risk. The
prices of options may change rapidly over time and do not necessarily move in
tandem with the price of their underlying securities. Writing call options may
reduce the Fund’s ability to profit from increases in the value of the Fund’s
portfolio securities. When writing call options on a portfolio security, the
Fund receives a premium; however, the premium may not be enough to offset a loss
incurred by the Fund if the price of the portfolio security is above the strike
price by an amount equal to or greater than the premium. The Fund’s option
strategy is designed to provide the Fund with income by taking in options
premiums, but it is not designed to mitigate losses to the Fund in the event of
a market decline.
Leveraging
Risk. Borrowing
transactions, reverse repurchase agreements, certain derivatives transactions,
securities lending transactions and other investment transactions such as
when-issued, delayed-delivery, or forward commitment transactions may create
investment leverage. If the KRE ETF engages in transactions that have a
leveraging effect on the Fund’s investment portfolio, the value of the Fund will
be potentially more volatile and all other risks will tend to be compounded.
This is because leverage generally creates investment risk with respect to a
larger base of assets than the KRE ETF would otherwise have and so magnifies the
effect of any increase or decrease in the value of the Fund’s underlying assets.
The use of leverage is considered to be a speculative investment practice and
may result in losses to the KRE ETF. Certain derivatives have the potential for
unlimited loss, regardless of the size of the initial investment. The use of
leverage may cause the KRE ETF to liquidate positions when it may not be
advantageous to do so to satisfy repayment, interest payment, or margin
obligations or to meet asset coverage requirements.
Counterparty
Risk. The
Fund is subject to counterparty risk by virtue of its investments in options
contracts. Transactions in some types of derivatives, including options, are
required to be centrally cleared (“cleared derivatives”). In cleared derivatives
positions, the Fund will make payments (including margin payments) to and
receive payments from a clearing house through their accounts at clearing
members. The Fund is subject to the risk that a limited number of clearing
members are willing to transact on the Fund’s behalf, which heightens the risks
associated with a clearing member’s default. This risk is greater for the Fund
as it seeks to hold options contracts on a single security, and not a broader
range of options contracts, which may limit the number of clearing members that
are willing to transact on the Fund’s behalf. If a clearing member defaults the
Fund could lose some or all of the benefits of a transaction entered into by the
Fund with the clearing member. If the Fund
cannot
find a clearing member to transact with on the Fund’s behalf, the Fund may be
unable to effectively implement its investment strategy.
Depositary
Receipts Risk. Foreign
securities may trade in the form of Depositary Receipts. To the extent the Fund
acquires Depositary Receipts through banks which do not have a contractual
relationship with the foreign issuer of the security underlying the Depositary
Receipts to issue and service such unsponsored Depositary Receipts, there may be
an increased possibility that the Fund would not become aware of and be able to
respond to corporate actions such as stock splits or rights offerings involving
the foreign issuer in a timely manner. In addition, the lack of information may
result in inefficiencies in the valuation of such instruments. Investment in
Depositary Receipts does not eliminate all the risks inherent in investing in
securities of non-U.S. issuers. The market value of Depositary Receipts is
dependent upon the market value of the underlying securities and fluctuations in
the relative value of the currencies in which the Depositary Receipts and the
underlying securities are quoted. The Fund will not invest in any Depositary
Receipts that the Investment Adviser deems to be illiquid or for which pricing
information is not readily available. The issuers of Depositary Receipts may
discontinue issuing new Depositary Receipts and withdraw existing Depositary
Receipts at any time, which may result in costs and delays in the distribution
of the underlying assets to the Fund and may negatively impact the Fund’s
performance.
Securities
Lending Risk. The
Fund may lend its securities to broker-dealers, banks, and other institutions to
earn additional income. Risks of lending securities include the potential
insolvency of the broker-dealer, lending agent, or borrower. In the event of
bankruptcy or other default of the broker-dealer, lending agent, or borrower,
the Fund could experience both delays in liquidating the loan collateral or
recovering the loaned securities and losses, including (a) possible declines in
the value of the collateral or in the value of the securities loaned during the
period while the Fund seeks to enforce its rights thereto, (b) possible
subnormal levels of income and lack of access to income during this period, and
(c) expenses of enforcing its rights. Additionally, losses could result from the
reinvestment of collateral received on loaned securities in investments that
default or do not perform as well as expected.
ETF
Risk. ETFs
generally are investment companies whose shares represent an interest in a
portfolio of securities. Some ETFs are designed to track various market indexes.
Because a Fund may invest in ETFs, it is subject to additional risks that do not
apply to conventional mutual funds, including the risks that the market price of
an ETF’s shares may trade at a discount to its NAV, an active secondary market
may not develop or be maintained, or trading may be halted by the exchange in
which they trade, which may impact a Fund’s ability to sell its shares.
Short-Term
Treasury and Cash Holdings Risk. The
Fund’s investments in cash and equivalents, including, but not limited to,
short-term U.S. Government securities such as U.S. Treasury securities, are
subject to the risk that if the
market
advances during periods when the Fund is holding a large cash or cash equivalent
position, the Fund may not participate in market increases as much as it would
have if it had been more fully invested. This could adversely affect the Fund’s
performance as compared to other investments.
Non-Diversification
Risk. The
Fund is non-diversified, which means that it may invest a greater percentage of
its assets in a particular issuer than a diversified fund. Non-diversification
increases the risk that the value of the Fund could go down because of the poor
performance of a single investment or limited number of
investments.
ETF
Structure Risk. The
Fund is structured as an ETF and is therefore subject to special risks. Such
risks include:
Trading
Issues Risk.
Trading in ETF shares on an exchange may be halted due to market conditions or
for reasons that, in the view of the exchange, make trading in the ETF’s shares
inadvisable, such as extraordinary market volatility. There can be no assurance
that an ETF’s shares will continue to meet the listing requirements of its
exchange or will trade with any volume. There is no guarantee that an active
secondary market will develop for shares of an ETF. In stressed market
conditions, the liquidity of shares of an ETF may begin to mirror the liquidity
of the ETF’s underlying portfolio holdings, which can be significantly less
liquid than shares of the ETF. This adverse effect on liquidity for the ETF’s
shares in turn could lead to differences between the market price of the ETF’s
shares and the underlying value of those shares.
Market
Price Variance Risk.
The market prices of shares of an ETF will fluctuate in response to changes in
the ETF’s NAV, and supply and demand for ETF shares and will include a “bid-ask
spread” charged by the exchange specialists, market makers or other participants
that trade the particular security. There may be times when the market price and
the NAV vary significantly. This means that ETF shares may trade at a discount
to NAV. The market price of an ETF’s shares may deviate from the value of the
ETF’s underlying portfolio holdings, particularly in times of market stress,
with the result that investors may pay significantly more or receive
significantly less than the underlying value of the shares of the ETF bought or
sold.
Authorized
Participants (“APs”), Market Makers, and Liquidity Providers Risk.
ETFs
have a limited number of financial institutions that may act as 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 of an ETF 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.
Costs
of Buying or Selling Shares of an ETF.
Due
to the costs of buying or selling shares of an ETF, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of shares
of an ETF may significantly reduce investment results and an investment in
shares of an ETF may not be advisable for investors who anticipate regularly
making small investments.
New
Fund Risk. The
Fund is a recently organized management investment company with no operating
history. As a result, prospective investors do not have a track record or
history on which to base their investment decisions.
Performance
History
The
Fund is new 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 NAV per share, is
available by calling toll-free (888) 711-8292.
Investment
Adviser and Sub-Adviser
Hedgeye
Asset Management, LLC (the “Adviser”) is the investment adviser to the Fund.
Tidal
Investments, LLC (“Tidal” or the “Trading Sub-Adviser”) is the sub-adviser to
the Fund.
Portfolio
Manager
Brooks
Cutright, Portfolio Manager of the Adviser, has been a portfolio manager of the
Fund since its inception in 2026.
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
conducted in exchange for the deposit or delivery of in-kind securities and/or
cash. 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 NYSE Arca (the “Exchange”). The price of the
Fund’s shares is based on market price, and because ETF shares trade at market
prices rather than NAV, Fund 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.hedgeyeam.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 arrangement
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 (such as 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
Hedgeye
Index Adds ETF (the “Fund”) seeks long-term capital appreciation.
The
Fund’s investment objective may be changed by the Board of Trustees (the
“Board”) of ETF Opportunities Trust (the “Trust”) without shareholder approval
upon 60 days’ written notice to shareholders.
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.
The
principal risks described herein pertain to direct risks of making an investment
in the Fund and/or risks of the issuers in which the Fund invests.
MANAGEMENT
The
Investment Adviser
Hedgeye
Asset Management, LLC (the “Adviser”), 1 High Ridge Park, 3rd
Floor, Stamford, Connecticut 06905, 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 June 2024.
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; (ii)
provides guidance and policy direction in connection with its daily management
of the Fund’s assets, subject to the authority of the Board; and (iii) is
responsible for oversight of the Sub-Adviser. For its services, the Adviser is
entitled to receive an annual management fee calculated daily and payable
monthly, at the annual rate of 0.70% of the Fund’s average daily net assets.
Manager-of-Managers
Structure
The
Adviser and the Trust have filed an application for an exemptive order from the
SEC that, if granted, will allow the Fund to operate in a “manager of managers”
structure whereby the Adviser, as the Fund’s investment adviser, can appoint and
replace both wholly owned and unaffiliated sub-advisers, and enter into, amend
and terminate sub-advisory agreements with such sub-advisers, each subject to
Board approval but without obtaining prior shareholder approval (the “Manager of
Managers Structure”). The Fund will, however, inform shareholders of the hiring
of any new sub-adviser within 90 days after the hiring. If granted, the SEC
exemptive order will provide the Fund with greater efficiency and without
incurring the expenses and delays associated with obtaining shareholder approval
of sub-advisory agreements with such sub-advisers.
The
use of the Manager of Managers Structure with respect to the Fund will be
subject to certain conditions that will be set forth in the SEC exemptive order.
Under the Manager of Managers Structure, the Adviser will have the ultimate
responsibility, subject to oversight by the Board, to oversee the sub-advisers
and recommend their hiring, termination and replacement. The Adviser will also,
subject to the review and approval of the Board: set the Fund’s overall
investment strategy; evaluate, select and recommend sub-advisers to manage all
or a portion of the Fund’s assets; and implement procedures reasonably designed
to ensure that each sub-adviser complies with the Fund’s investment objective,
policies and restrictions. Subject to the review of the Board, the Adviser will
allocate and, when appropriate, reallocate the Fund’s assets among sub-advisers
and monitor and evaluate the sub-advisers’ performance.
As
of the date of this prospectus, the SEC has not granted the Adviser’s and
Trust’s application for an exemptive order to operate in the Manager of Managers
structure, and there is no guarantee that such order will be granted. The Trust
and the Adviser will not rely on the exemptive order unless and until such order
is granted.
The
Sub-Adviser
The
Adviser has retained Tidal Investments, LLC (the “Trading Sub-Adviser”),
to
provide trading sub-advisory services for the Fund. The Trading Sub-Adviser is
responsible for trading portfolio securities for the Fund, including selecting
broker-dealers to execute purchase and sale transactions, subject to the
supervision of the Adviser and the Board. The Trading Sub-Adviser does not
select investments for the Fund’s portfolio. The Trading Sub-Adviser, which has
its principal office at 898 N. Broadway, Suite 2, Massapequa, New York 11758,
was formed in 2012 and provides investment advisory, investment research,
and
portfolio construction services to ETF clients. Please see the statement of
additional information for a description of the sub-advisory fee.
A
discussion regarding the basis for the Board approving the Investment Advisory
Agreement and Sub-Advisory Agreements for the Fund will be available in the
Fund’s report filed on Form N-CSR, once that report is produced.
The
Portfolio Manager
Brooks
Cutright, Portfolio Manager of the Adviser, has been a portfolio manager of the
Fund since its inception in 2026. Mr. Cutright is an experienced investment
professional with over two decades of expertise spanning ETF trading, risk
portfolio trading, index rebalances, quantitative strategy, and private
banking.
The
SAI provides additional information about the portfolio manager’s compensation,
other accounts managed by the portfolio managers, and the portfolio managers’
ownership in the Fund.
The
Trust
The
Fund is a 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 its portfolio securities is available in the SAI. Complete holdings are
published on the Fund’s website on a daily basis. Please visit the Fund’s
website at www.hedgeyeam.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 of the
Fund are traded under the listed trading symbol ADDS.
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
through in-kind redemptions. However, the Fund reserves the right to pay all or
portion of the redemption proceeds to an AP in cash. 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 a 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. 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.
The Fund expects to typically satisfy redemptions in-kind. However, if the Fund
satisfies a redemption in cash this 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, whereas the shares’ in-kind redemption
mechanism generally will not lead to a tax event for the Fund or its ongoing
shareholders.
Ordinarily,
dividends from net investment income, if any, are declared and paid at least
annually by the Fund. The Fund will distribute its net realized capital gains,
if any, to shareholders at least annually. The Fund may also pay a special
distribution at the end of a calendar year to comply with federal 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
retirement 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
restrictions), 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
(the eligible portion may not exceed the aggregate dividends the Fund receives
from domestic corporations subject to U.S. federal income tax (excluding REITs)
and excludes dividends from foreign corporations) subject to similar
restrictions. 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 a 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.
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.
By
law, 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 or other taxpayer identification number 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
(1) 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. 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 shares have been held for more
than one (1) year and as short-term capital gain or loss if the shares have been
held for one (1) year or less.
If
you purchase or redeem Creation Units, you will be sent a confirmation statement
showing how many shares 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 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 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.
U.S.
Bank Global Fund Services, LLC (“U.S. Bank”) serves
as the Fund’s fund accountant, and it provides certain other services to the
Fund not provided by the Administrator. U.S. Bank is primarily in the business
of providing administrative, fund accounting services to retail and
institutional exchange-traded funds and mutual funds.
U.S.
Bank serves
as the Fund’s 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.
[___]
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)(C) 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.hedgeyeam.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
____, 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 Hedgeye
ETFs, 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235, by calling
the Fund toll free at 888-711-8292, or by e-mail at: [email protected]. The Fund’s
annual and semi-annual reports, prospectus, SAI and other information such as
financial statements are all available for viewing/downloading at
www.hedgeyeam.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 is available on the
EDGAR Database on the SEC’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 e-mail address: [email protected].
(Investment
Company Act File No. 811-23439)