Subject
to Completion
The
information in this prospectus is not complete and may be changed. The Funds 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.
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TappAlpha
Cboe Magnificent 10 Growth & Daily Income ETF |
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TappAlpha
Small-Cap Growth & Daily Income
ETF |
PROSPECTUS
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2026
This
prospectus describes the TappAlpha Cboe Magnificent 10 Growth & Daily Income
ETF and TappAlpha Small-Cap Growth & Daily Income ETF (each a “Fund” and
collectively, the “Funds”) which are authorized to offer one class of shares by
this prospectus.
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Fund |
Ticker |
Principal
U.S. Listing Exchange |
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TappAlpha
Cboe Magnificent 10 Growth & Daily Income ETF |
TMGN |
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TappAlpha
Small-Cap Growth & Daily Income ETF |
TRUS |
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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
FUND
SUMMARY – TappAlpha Cboe Magnificent 10 Growth & Daily Income
ETF
Investment
Objective
The
TappAlpha Cboe Magnificent 10 Growth & Daily Income ETF (the “Fund”) seeks
current income while maintaining prospects for capital appreciation. The Fund’s
secondary investment objective is to seek exposure to the performance of the
CBOE Magnificent 10 Index (“MGTN” or the “Index”), subject to a limit on
potential investment gains.
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) |
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Management
Fee(1) |
0.75% |
| Distribution
(12b-1) and Services Fees |
0.00% |
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Other
Expenses(2) |
0.00% |
| Total
Annual Fund Operating Expenses |
0.75% |
(1)Under
the Investment Advisory Agreement, Tapp Finance, Inc., d/b/a TappAlpha (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 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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1
Year |
3
Years |
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Cboe Magnificent 10 Growth & Daily Income 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 is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objectives through long exposure to the ten companies that
comprise the Index, while simultaneously using a call option strategy to
generate income. The Fund is designed to provide investors with exposure to the
performance associated with the Index, subject to a limit on potential gains,
while providing incremental income.
The
long component of the strategy consists of replicating the Index by investing in
the common stock of the 10 issuers that comprise the Index. The options portion
of the strategy uses a daily covered call option strategy that sells “out of the
money” call options with zero days to expiration each day, known as a “daily
call”. Daily call options having zero days to expiration are also known as
“0DTE” options. Through this call option strategy, the Fund sells or “writes”
exchange-traded call options to generate income from option premiums. These may
include but are not limited to selling call options on MGTN.
The
Fund will receive premium income for each call option sold. The expiration dates
at the time of purchase for the Fund’s sold call options will range from the
same day to one week. While the Fund expects to primarily utilize 0DTE call
options, the Fund may also utilize options with longer durations, including
weekly or monthly expirations, and may purchase put options or put spreads
(buying a put option at one strike price while simultaneously selling a put
option at a lower strike price), in connection with its options overlay
strategy. The Fund may also implement multi-leg option strategies such as credit
spreads, call spreads, and put spreads as defensive actions during periods of
heightened market volatility. Multi-leg option strategies involve buying and/or
selling options at different strike prices and/or different expiration dates on
the same underlying. Compared to a similar strategy using monthly call options,
a strategy using daily call options provides a higher income potential and a
more stable income level in volatile markets. The Fund’s use of daily or 0DTE
call options provides a higher likelihood of participating more closely in the
capital performance of the underlying security as compared to covered call
strategies with longer time horizons. However, it is important to note that the
sale of these call options to generate income will limit the Fund’s ability to
participate in increases in value of MGTN beyond a certain point. If the value
of MGTN increases, the above-referenced long exposure would allow the Fund to
experience similar percentage gains. However, if MGTN appreciates in value
beyond the strike price of the call option contracts that the Fund has sold to
generate income, the Fund will lose money on those short call positions, and the
losses will, in turn, limit the upside return of the Fund’s long exposure. As a
result, the Fund’s overall strategy (i.e., the combination of the long exposure
to MGTN and the sold 0DTE call positions) will limit the Fund’s participation in
gains of MGTN beyond a certain point. This strategy effectively converts a
portion of the potential upside price return growth of MGTN into current
income.
To
implement the Fund’s investment strategy, at the beginning of each trading day,
the Adviser generally sells “out-of-the-money” same day call options on MGTN
between 0% and 10% “out of the money” at the time of purchase. In general, an
option is a contract that gives the purchaser of the option, in return for a
premium, the right to buy from the seller (writer) of the option the security
underlying the option at a specified exercise price (the “strike price”) at a
specified expiration date. The strike price of an option is the price at which
the underlying security can be bought or sold. The difference between the
option’s strike price and the price of the underlying security determines if an
option is “out of the money” or “in the money”. A call option is “out of the
money” if the strike price of the option is higher than the current price of the
underlying security. A call option is “in the money” if the strike price of the
option is lower than the current price of the underlying security. At the
expiration date, if the option is “in-the-money”, the buyer will
typically exercise the option, benefiting from the ability to purchase the
underlying security from the seller at a price lower than the current
market price. If the option is “out-of-the-money”, the option likely will
not be exercised, benefiting the seller who retains the underlying
security. The tradeoff with respect to purchasing same day call options between
0% and 5% “out of the money” is, the closer the option position to the price of
the underlying security, the larger the option premium, but the lower the cap is
set to participate in the capital appreciation of the underlying security.
The higher it is set, the less income is generated from premiums, but the higher
the ceiling is to participate in the capital appreciation of the underlying
security.
With
respect to the Fund’s covered call options, the Adviser aims to cover the entire
notional value of the underlying security. However, the Fund’s notional exposure
will drift during each trading day. The notional value of the options will not
be permitted to deviate with respect to the underlying security by plus or minus
more than 5%. The Fund may reallocate its portfolio at the end of each trading
day. That is, the Fund may allow each day’s options to expire and then settle
them in cash. The Fund may also close an options position before its expiration
at the end of a trading day if the Adviser believes the option has yielded a
majority of its potential return, and then open another option that expires the
same day to generate additional premium, or to roll the option to prevent its
expiry in the money.
The
Fund is managed in a way that seeks, under normal circumstances, to provide
monthly distributions. There is no guarantee, however, that the Fund will
make a distribution in any given month, and the amounts of the distribution may
vary
greatly from one distribution to the next. Under normal circumstances, the
Fund invests at least 80% of its net assets in financial instruments that
provide exposure to MGTN (“80% Investment Policy”). “Assets” means net assets
plus the amount of borrowings for investment purposes.
The
Fund may also hold short-term U.S. Treasury securities as collateral in
connection with the Fund's options strategy and to generate income. The income
generated by these securities will be influenced by interest rates at the time
of investment. Further income, in the form of option premiums received from
sales of call options, will be primarily influenced by the volatility of the
Index’s value, although other factors, including interest rates, will also
impact the level of income.
Investment
Process: In managing the equity portion of the Fund’s portfolio, the
Adviser has developed a unique approach to daily “out-of-the-money” covered call
options strategy, powered by the Adviser’s proprietary research process.
In
pursuing the Fund’s investment strategy, the Adviser considers a number of
criteria including:
●Income
Generation: The Adviser’s technology identifies the optimal strike price daily,
factoring in market volatility, historical data, planned market events, and
other dynamic parameters. This approach not only increases the potential for
consistent, additive income generation but also retains the opportunity for
capital appreciation.
●Maximized
Theta Decay: By writing call options at the beginning of each trading day that
expire the same day, the Adviser seeks to capitalize on the rapid time decay of
the options. This refers to the circumstance in which the extrinsic value
of an option (the difference between the market price of an option and its
intrinsic value) diminishes as it approaches its expiration date, all else being
equal. Out-of-the-money options expiring the same day are less likely to end up
in-the-money at expiration than longer-term options. A shift into in-the-money
option positions means the strike price of the option is lower than the price of
the underlying security in which case the Fund could incur a loss. Options
expiring in one week are not designed to maximize theta decay.
●Reduced
Time Risk: By focusing on options with short-term expirations (that is one
day), the Adviser seeks to minimize the chances that the intrinsic value of the
option (the difference between an option’s strike price and the underlying
asset’s price) adversely affect the option's value.
●Flexibility:
As market conditions change, the Adviser will adjust its position daily to
re-align with the underlying security ’s price trajectory. This approach offers
the best chance to participate in both the underlying security's performance and
the simultaneous harvesting of daily options premiums.
The
Fund’s investment strategies may involve active and frequent trading
resulting in high portfolio turnover.
An
investment in the Fund is not an investment in MGTN or in any companies that
comprise the MGTN, nor is the Fund a traditionally passively managed index fund.
Neither the Fund nor any of its affiliates makes any representation to you as to
the performance of MGTN.
The
Fund is classified as “non-diversified” for purposes of the 1940 Act, which
means it may invest a greater portion of its assets in the securities of one or
more issuers and invests overall in a smaller number of issuers than a
diversified fund.
The
Fund, Trust, Adviser, and Sub-Adviser are not affiliated with nor endorsed by
the CBOE Magnificent 10 Index.
Information
about the CBOE Magnificent 10 Index
The
Cboe Magnificent 10 Index is an equal-weighted benchmark composed of 10
large-cap U.S.-listed technology and growth-oriented companies with listed
options. The index is designed to capture price return exposure to firms
selected for their scale, liquidity, and innovation leadership. Constituents are
fixed unless adjusted due to corporate actions.
Replacements
are selected from a reserve list based on market capitalization, trading volume,
and classification under the Technology sector. MGTN is reviewed quarterly for
reserve list updates and rebalanced monthly. The ten companies currently
comprising MGTN are: Alphabet Inc., Amazon.com, Inc., Apple Inc., Meta
Platforms, Inc., Microsoft Corporation, NVIDIA Corporation, Tesla Inc.,
Broadcom, Inc., Palantir Technologies, Inc. and Advanced Micro Devices, Inc.
(each, a “Reference Asset,” together, the “Reference Assets”).
Information
about the Reference Assets
Alphabet
Inc. (“Alphabet”) provides online advertising services in the United States,
Europe, the Middle East, Africa, the Asia-Pacific, Canada, and Latin America.
The company offers performance and brand advertising services. Alphabet 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 Alphabet Inc. pursuant to the Exchange Act can be located by
reference to the Securities and Exchange Commission file number 001-37580
through the Securities and Exchange Commission’s website at www.sec.gov. In
addition, information regarding Alphabet Inc. may be obtained from other sources
including, but not limited to, press releases, newspaper articles and other
publicly disseminated documents. As of the date of this prospectus, Alphabet is
assigned to the communication services sector and interactive media &
services industry.
Amazon.com,
Inc. (“Amazon”) engages in the retail sale of consumer products and
subscriptions in North America and internationally. The company operates through
three segments: North America, International, and Amazon Web Services. Amazon is
registered under the Exchange Act. Information provided to or filed with the
Securities and Exchange Commission by Amazon.com, Inc. pursuant to the Exchange
Act can be located by reference to the Securities and Exchange Commission file
number 000-22513 through the Securities and Exchange Commission’s website at
www.sec.gov. In addition, information regarding Amazon.com, Inc. may be obtained
from other sources including, but not limited to, press releases, newspaper
articles and other publicly disseminated documents.
Apple,
Inc. (“Apple”) designs, manufactures, and markets smartphones, personal
computers, tablets, wearables, and accessories worldwide. It also sells various
related services. Apple is registered under the Exchange Act. Information
provided to or filed with the Securities and Exchange Commission by Apple, Inc.
pursuant to the Exchange Act can be located by reference to the Securities and
Exchange Commission file number 001-36743 through the Securities and Exchange
Commission’s website at www.sec.gov. In addition, information regarding Apple,
Inc. may be obtained from other sources including, but not limited to, press
releases, newspaper articles and other publicly disseminated
documents.
Meta
Platforms, Inc. (“Meta”) develops products that enable people to connect and
share with friends and family through mobile devices, personal computers,
virtual reality headsets, wearables, and in-home devices worldwide. Meta is
registered under the Exchange Act. Information provided to or filed with the
Securities and Exchange Commission by Meta Platforms, Inc. pursuant to the
Exchange Act can be located by reference to the Securities and Exchange
Commission file number 001-35551 through the Securities and Exchange
Commission’s website at www.sec.gov. In addition, information regarding Meta
Platforms, Inc. may be obtained from other sources including, but not limited
to, press releases, newspaper articles and other publicly disseminated
documents.
Microsoft
Corporation (“Microsoft”) develops, licenses, and supports software, services,
devices, and solutions worldwide. Microsoft is registered under the Exchange
Act. Information provided to or filed with the Securities and Exchange
Commission by Microsoft pursuant to the Exchange Act can be located by reference
to the Securities and Exchange Commission file number 001-37845 through the
Securities and Exchange Commission’s website at www.sec.gov. In addition,
information regarding Microsoft Corporation may be obtained from other sources
including, but not limited to, press releases, newspaper articles and other
publicly disseminated documents.
NVIDIA
Corp. (“NVIDIA”) designs, develops, and markets three-dimensional (3D) graphics
processors and related software. NVIDIA offers products that provide interactive
3D graphics to the mainstream personal computer market. NVIDIA pioneered
accelerated computing to help solve the most challenging computational problems.
The company’s graphics processing units (GPUs) were initially used to simulate
human imagination, enabling the virtual worlds of video games and films. NVIDIA
has leveraged its GPU architecture to create platforms for scientific computing,
artificial intelligence, data science, autonomous vehicles, robotics, metaverse,
and 3D internet applications. NVIDIA’s GPU brands
are
GeForce for games, Quadro/NVIDIA RTX GPUs for enterprise workstation graphics,
and virtual GPU, for cloud-based visual and virtual computing. The company
generates about 30% of the total revenue from the US. NVIDIA is registered under
the Exchange Act. Information provided to or filed with the Securities and
Exchange Commission by NVIDIA Corp. pursuant to the Exchange Act can be located
by reference to the Securities and Exchange Commission file number 0-23985
through the Securities and Exchange Commission’s website at www.sec.gov. In
addition, information regarding NVIDIA Corp. may be obtained from other sources
including, but not limited to, press releases, newspaper articles and other
publicly disseminated documents. As of the date of this prospectus, NVIDIA is
assigned to the semiconductors and related devices industry.
Tesla,
Inc. (“Tesla”) operates as a multinational automotive and clean energy company.
Founded in 2003, Tesla designs, develops, manufactures, and markets
high-performance, technologically advanced electric cars and solar energy
generation and energy storage products. Tesla sells more than five fully
electric cars, among others, the Model X and Y SUVs, as well as the Model S
sedan and Model 3 sedan. It has a growing global network of Tesla Superchargers,
which are industrial grade, high-speed vehicle chargers, typically placed along
well-traveled routes to allow Tesla-owners quick and reliable charging. Tesla
offers certain advanced driver assist systems under its Autopilot and Full
Self-Driving options. The US customers generate about half of Tesla’s sales.
Tesla 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 Tesla, Inc. pursuant to the Exchange Act can be located
by reference to the Securities and Exchange Commission file number 001-34756
through the Securities and Exchange Commission’s website at www.sec.gov. In
addition, information regarding Tesla, Inc. may be obtained from other sources
including, but not limited to, press releases, newspaper articles and other
publicly disseminated documents. As of the date of this prospectus, Tesla is
assigned to the motor vehicles and passenger car bodies industry.
Broadcom
Inc. (“Broadcom”) is engaged in manufacturing semiconductor products. AVGO
is registered under the Exchange Act. Information provided to or
filed with the Securities and Exchange Commission by Broadcom Inc. pursuant
to the Exchange Act can be located by reference to the Securities and
Exchange Commission file number 001-38449 through the Securities
and Exchange Commission’s website at www.sec.gov.
In addition, information regarding Broadcom Inc. may be obtained
from other sources including, but not limited to, press
releases, newspaper articles and other publicly
disseminated documents. As of the date of this prospectus, Broadcom is
assigned to the information technology sector and the semiconductors and
semiconductor equipment industry.
Palantir
Technologies Inc. (“Palantir”) specializes in software platforms for big data
analytics. Palantir is registered under the Exchange Act. Information provided
to or filed with the Securities and Exchange Commission by Palantir Technologies
Inc. pursuant to the Exchange Act can be located by reference to the Securities
and Exchange Commission file number 001-39540 through the Securities and
Exchange Commission’s website at www.sec.gov. In addition, information regarding
Palantir Technologies Inc. may be obtained from other sources including, but not
limited to, press releases, newspaper articles and other publicly disseminated
documents. As of the date of this prospectus, Palantir is assigned to the
information technology sector and the software industry.
Advanced
Micro Devices Inc. (“AMD”) is a global semiconductor company. AMD
is registered under the Exchange Act. Information provided to or
filed with the Securities and Exchange Commission by Advanced Micro Devices
Inc. pursuant to the Exchange Act can be located by reference to the
Securities and Exchange Commission file number 001-07882 through
the Securities and Exchange Commission’s website at www.sec.gov. In
addition, information regarding Advanced Micro Devices Inc. may be obtained
from other sources including, but not limited to, press
releases, newspaper articles and other publicly
disseminated documents. As of the date of this prospectus, AMD is assigned
to the technology sector and the semiconductors industry.
Principal
Risks
An
investment in the Fund entails risk. The Fund may not achieve its
investment objective and there is a risk that you could lose all of your money
invested in the Fund. The Fund is not a complete investment program.
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.
Referenced
Index Risk. The
Fund invests in options contracts that are based on the value of the
Index
options
and in the common stock of the companies that comprise the Index. The Fund will
have exposure to declines in the Index. The Fund is subject to potential losses
if the Index loses value, which may not be offset by income received by the
Fund. By virtue of the Fund’s investments in options contracts that are based on
the value of the Index, the Fund may also be subject to the following risks:
Indirect
Investment Risk.
The Index is not affiliated with the Trust, the Fund, the Adviser, the
Sub-Adviser, or their respective affiliates and is not involved with this
offering in any way. Investors in the Fund will not have the right to receive
dividends or other distributions or any other rights with respect to the
companies that comprise the Index but will be subject to declines in the
performance of the Index.
Index
Trading Risk.
The trading price of the Index may be highly volatile and could continue to be
subject to wide fluctuations in response to various factors. The stock market in
general has experienced extreme price and volume fluctuations that have often
been unrelated or disproportionate to the operating performance of
companies.
CBOE
Magnificent 10 Index Risk.
The Index, which includes 10 large-cap U.S.-listed technology and
growth-oriented companies with listed options, is primarily exposed to overall
economic and market conditions. Recession, inflation, and changes in interest
rates can significantly impact the index’s performance. Furthermore, despite its
diverse representation, a downturn in a major sector such as technology or
financials could notably affect the Index. Geopolitical risks and unexpected
global events, like pandemics, can introduce volatility and
uncertainty.
Equity
Market Risk. The
price of equity securities may rise or fall because of changes in the broad
market or changes in a company’s financial condition, sometimes rapidly or
unpredictably. These price movements may result from factors
affecting individual companies, sectors or industries selected for
the Fund’s portfolio or the securities market as a whole, such
as changes in economic or political conditions. When the value of the
Fund’s portfolio securities goes down, your investment in the Fund
decreases in value.
General
Market Risk. Economies
and financial markets throughout the world are becoming increasingly
interconnected, which increases the likelihood that events or conditions in
one country or region will adversely impact markets or issuers
in other countries or regions. Securities in the Fund’s portfolio
may underperform in comparison to securities in general
financial markets, a particular financial market or other asset classes
due to a number of factors, including inflation (or expectations
for inflation), deflation (or expectations for deflation),
interest rates, global demand for particular products or
resources, market instability, financial system instability, debt crises
and downgrades, embargoes, tariffs, sanctions and other trade
barriers, regulatory events, other governmental trade or
market control programs and related geopolitical events. In
addition, the value of the Fund’s investments may be negatively
affected by the occurrence of global events such as war,
terrorism, environmental disasters, natural disasters or events,
country instability, and infectious disease epidemics or
pandemics.
Covered
Call Options Strategy Risk. When
the Fund sells call options, it receives cash but limits its opportunity to
profit from an increase in the market value of the underlying security
prior to the expiration of the options. The maximum potential gain on the
underlying security will be equal to the difference between the strike
price and the purchase price of the underlying security at the time the
option is written, plus the premium received. In a rising market, the
option may require the underlying security to be sold at an exercise price
that is lower than would be received if the underlying security was sold at
the market price. The Fund realizes a gain in the amount of the
premium received, but because there may have been a decline (unrealized
loss) in the market value of the underlying security during the option
period, the unrealized loss realized may exceed such gain. If the
underlying security declines by more than the option premium the Fund
receives, there will be a loss on the overall position. For the Fund in
particular, the value of the options contracts in which it invests are
substantially influenced by the value of the Index.
Spread
Strategy Risk.
The Fund may engage in option spread strategies, such as credit spreads, call
spreads, and put spreads, in which it simultaneously buys and sells options on
the same underlying asset. While these strategies can be used to manage risk or
increase income, they also introduce additional complexities and may limit
potential gains or
exacerbate
losses if not executed as intended. In certain market conditions, such
strategies may underperform or fail to mitigate downside exposure as
expected.
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.
Distribution
Risk. As
part of the Fund’s investment objective, the Fund seeks to provide current
monthly income. There is no assurance that the Fund will make a distribution in
any given month. If the Fund does make distributions, the amounts of such
distributions will likely vary greatly from one distribution to the next.
Additionally, the monthly distributions, if any, may consist of returns of
capital, which would decrease the Fund’s NAV and trading price over time. As a
result, an investor may suffer significant losses to their
investment.
Large-Capitalization
Company Risk. Large-capitalization
companies typically have significant financial resources, extensive product
lines and broad markets for their goods and/or services. However, they may be
less able to adapt to changing market conditions or to respond quickly to
competitive challenges or to changes in business, product, financial, or market
conditions and may not be able to maintain growth at rates that may be achieved
by well-managed smaller and mid-size companies, which may affect the companies’
returns.
U.S.
Government and U.S. Agency Obligations Risk.
The Fund may invest in securities issued by the U.S. government or its agencies
or instrumentalities. U.S. Government obligations include securities issued or
guaranteed as to principal and interest by the U.S. Government, its agencies or
instrumentalities, such as the U.S. Treasury. Payment of principal and interest
on U.S. Government obligations may be backed by the full faith and credit of the
United States or may be backed solely by the issuing or guaranteeing agency or
instrumentality itself. In the latter case, the investor must look principally
to the agency or instrumentality issuing or guaranteeing the obligation for
ultimate repayment, which agency or instrumentality may be privately owned.
There can be no assurance that the U.S. Government would provide financial
support to its agencies or instrumentalities (including government-sponsored
enterprises) where it is not obligated to do so.
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 of the Fund (“Shares”) may trade at
a material discount to NAV and possibly face delisting: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market makers
and/or liquidity providers exit the business or significantly reduce their
business activities and no other entities step forward to perform their
functions.
●Cash
Redemption Risk.
The Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. 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.
High
Portfolio Turnover Risk.
The Fund may incur high portfolio turnover to manage the Fund’s investment
exposure. Additionally, active market trading of the Fund’s Shares may cause
more frequent creation or redemption activities that could, in certain
circumstances, increase the number of portfolio transactions. High levels of
portfolio transactions increase brokerage and other transaction costs and may
result in increased taxable capital gains. Each of these factors could have a
negative impact on the performance of the Fund.
New
Fund Risk. As
of the date of this prospectus, the Fund has less than a year of operations 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.
Non-Diversification
Risk. The
Fund is classified as “non-diversified” under the 1940 Act. As a result, the
Fund is only limited as to the percentage of its assets which may be invested in
the securities of any one issuer by the diversification requirements imposed by
the Internal Revenue Code of 1986, as amended (the “Code”). A decline in the
value of an investment in a single issuer could cause a Fund’s overall value to
decline to a greater degree than if the Fund held a more diversified portfolio.
The Fund seeks to achieve its investment objective by entering into one or more
options contracts. The Fund may invest a relatively high percentage of its
assets in a limited number of issuers and/or in options contracts with a single
counterparty or a few counterparties. As a result, the Fund may experience
increased volatility and be more susceptible to a single economic or regulatory
occurrence affecting one or more of these issuers and/or
counterparties.
Risks
of the Reference Assets
Investment
Risk of Alphabet, Inc.
Alphabet
Inc. 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. As of the date of this prospectus, in
addition to the risks associated generally with operating companies and
companies in the communication services sector, Alphabet Inc. faces risks
associated with reliance on advertising revenue and the effect that loss of
partners or new and existing technologies that block advertisements online may
have on its business; intense competition for its products and services across
different industries; investments in new businesses, products, services and
technologies that may divert management attention or harm it financial condition
or operating results; slowdowns
in
its revenue growth rate; the ability to protect its intellectual property
rights; the ability to maintain or enhance its brands and its impact on the
ability to expand its user base, advertisers, customers, content providers and
other partners; manufacturing and supply chain issues; interruptions to, or
interferences.
Communication
Services Sector Risk. The
performance of companies in the communication services sector may be affected by
(without limitation) the following factors: industry competition, increasing
governmental regulation, the ability to keep pace with technological advancement
and scrutiny by public bodies. Technological innovations may reduce the utility
of products and services of companies in the communication services sector and
render them less competitive or obsolete over time. These companies may need to
commit substantial capital investment to deal with increasing competition and to
keep pace with technological enhancement in order to remain
competitive.
Interactive
Media & Services Industry Risk. The
performance of companies in the interactive media and services industry may be
affected by (without limitation) the following factors: failure to attract and
retain a substantial number of new device manufacturers, suppliers,
distributors, developers, or users, or failing to develop products and
technologies that work well on new devices and platforms; data privacy and
security concerns; regulatory changes; and intellectual property
concerns.
Investment
Risk of Amazon.com, Inc.
Amazon
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. As of the date of this
prospectus, in addition to the risks associated with companies in the consumer
discretionary sector, Amazon.com, Inc. faces risks associated with: intense
competition across different industries, including physical, e-commerce
omnichannel retail, e-commerce services, web and infrastructure computing
services, electronic devices, digital content, advertising, grocery, and
transportation and logistics services; the expansion into new products,
services, technologies and geographic regions; its international activities; the
variability in the demand for its products and services; fraudulent and unlawful
activities of sellers; intellectual property rights; foreign exchange risk;
expansion of global operations, significant fluctuations in operating results
and growth rate; successfully optimizing and operating its fulfilment network
and data centers; data loss or other security breaches; system interruption and
lack of redundancy; maintaining key senior management personnel and the ability
to hire and retain highly skilled and other key personnel; maintaining good
supplier relationships, including content and technology licensors; commercial
agreements and business relationships expose the company to greater liability;
the success of acquisitions or joint ventures or other investments; significant
inventory disruptions due to seasonality, obsolescence, defective merchandise,
changing consumer spending and interests and other factors; ever changing
regulations and compliance related to the various payments accepted; its rapidly
evolving and expanding business model; and legal, regulatory, tax liability, and
litigation issues.
Consumer
Discretionary Sector Risk. Because
companies in the consumer discretionary sector manufacture products and provide
discretionary services directly to the consumer, the success of these companies
is tied closely to the performance of the overall domestic and international
economy, including the functioning of the global supply chain, interest rates,
competition and consumer confidence. Success depends heavily on disposable
household income and consumer spending, and may be strongly affected by social
trends and marketing campaigns. Also, companies in the consumer discretionary
sector may be subject to severe competition, which may have an adverse impact on
a company’s profitability. Changes in demographics and consumer tastes also can
affect the demand for, and success of, consumer discretionary products in the
marketplace.
Retail
Companies Industry Risk.
Companies involved in retail may be affected by the performance of the domestic
and international economy, interest rates, rates of inflation, exchange rates,
competition, consumer confidence and reputational damage. The success of
companies involved in retail depends heavily on disposable household income and
consumer spending, and changes in demographics and consumer preferences can
affect the success of retail companies. Certain retail companies have
historically been subject to significant seasonal and quarterly variations. The
success of retail companies may be strongly affected by fads, marketing
campaigns and other factors affecting supply and demand and a retail company’s
success can be tied to its ability to anticipate changing consumer tastes. These
companies may be subject to severe competition, which may have an adverse impact
on their profitability.
Certain
business segments of retail companies are highly cyclical, which may cause the
operating results of such retail companies to vary significantly. Retail
companies may be dependent on outside financing, which may be difficult to
obtain. Many of these companies are dependent on third party suppliers and
distribution systems and purchase merchandise both directly from brand owners
and indirectly from retailers and third-party suppliers. Such companies may also
be dependent upon suppliers for the products used for their own brand name
merchandise. Reliance on third party suppliers subjects retail companies to
risks of delivery delays, price increases and receipt of nonconforming or poor
quality merchandise. Retail companies may be unable to protect their
intellectual property rights and may be liable for infringing the intellectual
property rights of others. Changes in labor laws and other labor issues, such as
increased labor costs, could adversely affect the financial performance of
retail companies. If retail companies do not maintain the security of
customer-related information, they could damage their reputations with
customers, incur substantial costs and become subject to litigation, all of
which could adversely affect the financial performance of such companies. The
international operations of certain retail companies expose them to risks
associated with instability and changes in economic and political conditions,
foreign currency fluctuations, changes in foreign regulations, tariffs and trade
disputes and other risks inherent to international business. Some of the
companies in the Retail Index are engaged in other lines of business unrelated
to retail, and they may experience problems with these lines of business which
could adversely affect their operating results. The operating results of these
companies may fluctuate as a result of these additional risks and events in the
other lines of business. In addition, a company’s ability to engage in new
activities may expose it to business risks with which it has less experience
than it has with the business risks associated with its traditional businesses.
Despite a company’s possible success in traditional retail activities, the other
lines of business in which these companies are engaged may have an adverse
effect on a company’s business or financial condition.
Investment
Risk of Apple, Inc.
Apple
Inc. 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. As of the date of this
prospectus, in addition to the risks associated with companies in the technology
sector, Apple Inc. faces risks related to managing the frequent introductions
and transitions of products and services; the outsourced manufacturing and
logistical services provided by partners, many of which are located outside of
the United States; the ability to obtain components in sufficient quantities on
commercially reasonable terms for its products; potential design and
manufacturing defects in its products and services; the reliance on access to
third-party intellectual property and on third-party software developers;
ability to obtain or create digital content that appeals to customers; the
ability to retain and hire highly skilled employees, including key personnel;
the performance of carriers, wholesalers, retailers and other resellers;
information technology system failures and network disruptions; losses or
unauthorized access to or releases of confidential information; and legal and
regulatory compliance risks.
Computer
Manufacturing Industry Risk. Computer
manufacturing companies face intense competition, both domestically and
internationally, which may have an adverse effect on profit margins. Computer
manufacturing companies may have limited product lines, markets, financial
resources or personnel. The products of computer manufacturing companies may
face rapid product obsolescence due to technological developments and frequent
new product introduction, unpredictable changes in growth rates and competition
for the services of qualified personnel. Failure to introduce new products,
develop and maintain a loyal customer base, or achieve general market acceptance
for their products could have a material adverse effect on a company’s business.
Companies in the computer manufacturing sector are heavily dependent on
intellectual property and the loss of patent, copyright and trademark
protections may adversely affect the profitability of these
companies.
Technology
Sector Risk. The
market prices of technology-related securities tend to exhibit a greater degree
of market risk and sharp price fluctuations than other types of securities.
These securities may fall in and out of favor with investors rapidly, which may
cause sudden selling and dramatically lower market prices. Technology securities
may be affected by intense competition, obsolescence of existing technology,
general economic conditions and government regulation and may have limited
product lines, markets, financial resources or personnel. Technology companies
may experience dramatic and often unpredictable changes in growth rates and
competition for qualified personnel. These companies are also heavily dependent
on patent and intellectual property rights, the loss or impairment of which may
adversely
impact a company’s profitability. A small number of companies represent a large
portion of the technology industry. In addition, a rising interest rate
environment tends to negatively affect technology companies, those technology
companies seeking to finance expansion would have increased borrowing costs,
which may negatively impact earnings. Technology companies having high market
valuations may appear less attractive to investors, which may cause sharp
decreases in their market prices.
Investment
Risks of Meta Platforms, Inc.
META
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. As of the date of this
prospectus, Meta Platforms, Inc. offers social media-related products such as
Facebook, Instagram, Messenger, Threads and WhatsApp as well as certain
augmented and virtual reality products. Meta Platforms, Inc. is subject to a
number of risks, including, among others: risks related to its product
offerings, such as its ability to add or retain users and to increase
advertising spending, including the risks associated with not being successful
in artificial intelligence (“AI”) initiatives although the company is making
significant investment in AI; business operations and financial results,
including the ability to compete effectively in the highly competitive
information technology sector; government regulation and enforcement, including
any restrictions on access to Meta Platform, Inc.’s products, especially in
regard to AI; the ability to collect and use consumer data, including the
phasing out of third-party cookies which the company has historically used to
gauge success of various ads and will impact monetization; data, security and
intellectual property, including the occurrences of security breaches or
improper access of consumer data; and the dual class structure of the company’s
common stock, which limits the ability of shareholders to influence corporate
matters.
Interactive
Media & Services Industry Risk. The
performance of companies in the interactive media and services industry may be
affected by (without limitation) the following factors: failure to attract and
retain a substantial number of new device manufacturers, suppliers,
distributors, developers or users, or failing to develop products and
technologies that work well on new devices and platforms; data privacy and
security concerns; regulatory changes; and intellectual property
concerns.
Investment
Risks of Microsoft, Inc.
Microsoft
Corp. 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. As of the date of this
prospectus, in addition to the risks associated with companies in the technology
sector, Microsoft Corp. faces risks associated with competition in the
technology sector and among platform-based ecosystems, including its cloud-based
services; the evolution of its business, including the development of its new
products and acquisitions, joint ventures and strategic alliances;
cybersecurity, data privacy and platform abuses; operations, including excessive
outages, data losses or disruptions of online services; quality or supply
problems; legal, regulatory and litigation risks; and the ability to attract and
retain talented employees.
Technology
Sector Risk. The
market prices of technology-related securities tend to exhibit a greater degree
of market risk and sharp price fluctuations than other types of securities.
These securities may fall in and out of favor with investors rapidly, which may
cause sudden selling and dramatically lower market prices. Technology securities
may be affected by intense competition, obsolescence of existing technology,
general economic conditions and government regulation and may have limited
product lines, markets, financial resources or personnel. Technology companies
may experience dramatic and often unpredictable changes in growth rates and
competition for qualified personnel. These companies are also heavily dependent
on patent and intellectual property rights, the loss or impairment of which may
adversely impact a company’s profitability. A small number of companies
represent a large portion of the technology industry. In addition, a rising
interest rate environment tends to negatively affect technology companies, those
technology companies seeking to finance expansion would have increased borrowing
costs, which may negatively impact earnings. Technology companies having high
market valuations may appear less attractive to investors, which may cause sharp
decreases in their market prices.
Computer
Software Industry Risk. Computer
software companies can be significantly affected by competitive pressures,
aggressive pricing, technological developments, changing domestic demand, the
ability to attract and retain skilled employees and availability and price of
components. The market for products produced by computer software companies is
characterized by rapidly changing technology, rapid product obsolescence,
cyclical market patterns, evolving industry standards and frequent new product
introductions. The success of computer software companies depends in substantial
part on the timely and successful introduction of new products and the ability
to service such products. An unexpected change in one or more of the
technologies affecting an issuer’s products or in the market for products based
on a particular technology could have a material adverse effect on a
participant’s operating results.
Investment
Risks of NVIDIA Corp.
NVIDIA
Corp. 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. As of the date of this
prospectus, in addition to the risks associated generally with operating
companies and companies in the semiconductor industry, NVIDIA faces risks
specifically related to its operations that could cause the company to lose
market share and revenue, adversely impacting its financial results and its
stock price. These risks include, among others, failure to meet the evolving
needs of its industry and market; competition in its current and target markets;
failure to estimate customer demand; dependency on third-party suppliers;
defects in its products; adverse economic, political, business and other changes
in international regions in which the company operates; product, system
security, and data breaches and cyber-attacks; adverse changes in laws, rules
and regulations; increased scrutiny from shareholders, regulators and others
regarding the company’s environmental, social and governance responsibilities;
issues relating to the responsible use of the company’s technologies, including
artificial intelligence; issues relating to the protection of the company’s
intellectual property rights; the risks of litigation, investigation and
regulatory proceedings; and the company’s level of indebtedness. In
addition, NVIDIA’s business may be adversely affected by export controls, trade
restrictions, and other regulatory measures that limit or condition sales of
advanced computing products to certain foreign customers or
jurisdictions.
Cryptocurrency
Risk. The
Fund may have indirect exposure to cryptocurrency-related demand cycles as a
result of NVIDIA’s historical sales of certain graphics processing units
(“GPUs”) used in cryptocurrency mining.
Cryptocurrency
mining economics depend on factors such as digital asset prices, block rewards,
transaction fees, network difficulty, energy costs, and regulatory developments.
Periods of reduced mining profitability may decrease demand for mining-capable
hardware, contribute to excess inventory in secondary markets, or place pricing
pressure on new products. Cryptocurrencies are decentralized digital assets that
are not legal tender and are subject to significant price
volatility.
Federal, state or foreign governments may restrict the use and exchange of a
cryptocurrency, and regulation in the U.S. is still developing. Cryptocurrency
exchanges may stop operating or permanently shut down due to fraud, technical
glitches, hackers or malware. Regulatory
actions, energy usage restrictions, or policy interventions affecting
cryptocurrency mining or trading could indirectly impact demand for NVIDIA
products historically used in such activities.
While
cryptocurrency-related revenue is not a core or strategic component of NVIDIA’s
current business, which is increasingly focused on data center, artificial
intelligence, networking, and accelerated computing markets, fluctuations in
cryptocurrency markets may nonetheless contribute to short-term volatility in
demand for certain products.
Semiconductor
Company Risk. Competitive
pressures may have a significant effect on the financial condition of
semiconductor companies and, as product cycles shorten and manufacturing
capacity increases, these companies may become increasingly subject to
aggressive pricing, which hampers profitability. Reduced demand for end-user
products, under-utilization of manufacturing capacity, and other factors could
adversely impact the operating results of companies in the semiconductor sector.
Semiconductor companies typically face high capital costs and may be heavily
dependent on intellectual property rights. The semiconductor sector is highly
cyclical, which may cause the operating results of many semiconductor companies
to vary significantly. The stock prices of companies in the semiconductor sector
have been and likely will continue to be extremely volatile. Semiconductor
companies may also be adversely affected by
supply
chain disruptions, capacity constraints at third-party foundries, or delays in
access to advanced manufacturing technologies.
Technology
Sector Risk. Market
or economic factors impacting technology companies and companies that rely
heavily on technological advances could have a major effect on the value of the
Fund’s investments. The value of stocks of technology companies and companies
that rely heavily on technology is particularly vulnerable to rapid changes in
technology product cycles, rapid product obsolescence, government regulation and
competition, both domestically and internationally, including competition from
foreign competitors with lower production costs. Technology companies are
heavily dependent on patent and intellectual property rights, the loss or
impairment of which may adversely affect profitability. Additionally, companies
in the technology sector may face dramatic and often unpredictable changes in
growth rates and competition for the services of qualified
personnel.
Investment
Risks of Tesla, Inc.
Tesla,
Inc. 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. In addition to the risks
associated generally with operating companies and electric and autonomous
vehicles and other automotive companies, Tesla, Inc. faces risks unique to its
operations including, among others, supply or manufacturing delays, increased
material or labor costs or shortages, reduced demand for its products, and
product liability claims.
Electric
and Autonomous Vehicles Company Risk. Electric
and autonomous vehicles companies typically face intense competition and
potentially rapid product obsolescence. Many of these companies are also heavily
dependent on intellectual property rights and may be adversely affected by loss
or impairment of those rights. Electric and autonomous vehicles companies are
also potential targets for cyberattacks, which can have a materially adverse
impact on the performance of these companies. The customers and/or suppliers of
electric and autonomous vehicles companies may be concentrated in a particular
country, region or industry, including in emerging markets. Any adverse event
affecting one of these countries, regions or industries could have a negative
impact on electric and autonomous vehicles companies.
Automotive
Companies Risk. The
automotive industry can be highly cyclical, and companies in the industry
may suffer periodic operating losses. Automotive companies can be significantly
affected by labor relations and fluctuating component prices. Developments in
automotive technologies (e.g.,
autonomous vehicle technologies) may require significant capital expenditures
that may not generate profits for several years, if ever. Automotive companies
may be significantly subject to government policies and regulations regarding
imports and exports of automotive products. Governmental policies affecting the
automotive industry, such as taxes, tariffs, duties, subsidies, and import and
export restrictions on automotive products can influence industry profitability.
In addition, such companies must comply with environmental laws and regulations,
for which there may be severe consequences for non-compliance. While most of the
major automotive manufacturers are large companies, certain others may be
non-diversified in both product line and customer base and may be more
vulnerable to certain events that may negatively impact the automotive
industry.
Investment
Risks of Broadcom, Inc.
Broadcom,
Inc. 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. As of the date of this prospectus, in
addition to the risks associated with companies in the information technology
sector, Broadcom, Inc. faces risks related to cyclicality in semiconductor and
enterprise IT spending; customer concentration, as a significant portion of
revenues may be derived from a limited number of large customers; rapid
technological change and product innovation requirements; and pricing pressure
and competition from other global semiconductor and software
providers.
Information
Technology Sector Risk. The
value of stocks of information technology companies and companies that rely
heavily on technology is particularly vulnerable to rapid changes in technology
product cycles, rapid product
obsolescence,
government regulation, and competition, both domestically and internationally,
including competition from competitors with lower production costs. In addition,
many information technology companies have limited product lines, markets,
financial resources, or personnel. The prices of information technology
companies and companies that rely heavily on technology, especially those of
smaller, less-seasoned companies, tend to be more volatile and less liquid
than the overall market. Information technology companies are heavily dependent
on patent and intellectual property rights, the loss or impairment of which may
adversely affect profitability. Additionally, companies in the information
technology sector may face dramatic and often unpredictable changes in growth
rates and competition for the services of qualified personnel.
Semiconductor
Industry Risk. Semiconductor
companies may have limited product lines, markets, financial resources, or
personnel. Semiconductor companies typically face intense competition,
potentially rapid product obsolescence and high capital costs and are dependent
on third-party suppliers and the availability of materials. They are also
heavily dependent on intellectual property rights and may be adversely affected
by loss or impairment of those rights. Semiconductor companies are also affected
by the economic performance of their customers.
Investment
Risks of Palantir Technologies, Inc.
Palantir
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. As of the date
of this prospectus, in addition to the risks associated with companies in the
information technology sector, Palantir Technologies Inc. faces risks associated
with: a limited number of customer accounts for a substantial portion of its
revenue; the development and deployment of new technologies; reliance on or
capability with third-party products and services; the ability to hire, retain,
train and motivate qualified personnel and senior management; sales and
operations; intense competition; cybersecurity attacks and data breaches; the
use of artificial intelligence in its platforms; intellectual property rights;
government regulations and litigation.
Information
Technology Sector Risk. The
value of stocks of information technology companies and companies that rely
heavily on technology is particularly vulnerable to rapid changes in technology
product cycles, rapid product obsolescence, government regulation, and
competition, both domestically and internationally, including competition from
competitors with lower production costs. In addition, many information
technology companies have limited product lines, markets, financial resources,
or personnel. The prices of information technology companies and companies that
rely heavily on technology, especially those of smaller,
less-seasoned companies, tend to be more volatile and less liquid than the
overall market. Information technology companies are heavily dependent on patent
and intellectual property rights, the loss or impairment of which may adversely
affect profitability. Additionally, companies in the information technology
sector may face dramatic and often unpredictable changes in growth rates and
competition for the services of qualified personnel.
Computer
Software Industry Risk. Computer
software companies can be significantly affected by competitive pressures,
aggressive pricing, technological developments, changing domestic demand, the
ability to attract and retain skilled employees and availability and price of
components. The market for products produced by computer software companies is
characterized by rapidly changing technology, rapid product obsolescence,
cyclical market patterns, evolving industry standards and frequent new product
introductions. The success of computer software companies depends in substantial
part on the timely and successful introduction of new products and the ability
to service such products. An unexpected change in one or more of the
technologies affecting an issuer’s products or in the market for products based
on a particular technology could have a material adverse effect on a
participant’s operating results.
Many
computer software companies rely on a combination of patents, copyrights,
trademarks, and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by computer software companies to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such companies’ technology.
Investment
Risks of Advanced
Micro Devices, Inc.
Advanced
Micro Devices, Inc. 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. As of the date of this prospectus, in
addition to the risks associated with companies in the technology sector,
Advanced Micro Devices, Inc. faces risks related to intense competition from
larger and well-capitalized semiconductor companies; cyclicality in
semiconductor demand, including fluctuations in PC, data center, and gaming
markets; dependence on third-party manufacturing partners, including access to
advanced process nodes and foundry capacity; and rapid technological change,
requiring substantial and ongoing investment in research and
development.
Technology
Sector Risk. The
market prices of technology-related securities tend to exhibit a greater
degree of market risk and sharp price fluctuations than other types of
securities. These securities may fall in and out of favor with investors
rapidly, which may cause sudden selling and dramatically lower market prices.
Technology securities may be affected by intense competition, obsolescence of
existing technology, general economic conditions and government regulation and
may have limited product lines, markets, financial resources, or personnel.
Technology companies may experience dramatic and often unpredictable changes in
growth rates and competition for qualified personnel. These companies are also
heavily dependent on patent and intellectual property rights, the loss or
impairment of which may adversely impact a company’s profitability. A small
number of companies represent a large portion of the technology industry. In
addition, a rising interest rate environment tends to negatively affect
technology companies, those technology companies seeking to finance expansion
would have increased borrowing costs, which may negatively impact earnings.
Technology companies having high market valuations may appear less attractive to
investors, which may cause sharp decreases in their market prices.
Semiconductor
Industry Risk. Semiconductor
companies may have limited product lines, markets, financial resources, or
personnel. Semiconductor companies typically face intense competition,
potentially rapid product obsolescence and high capital costs and are dependent
on third-party suppliers and the availability of materials. They are also
heavily dependent on intellectual property rights and may be adversely affected
by loss or impairment of those rights. Semiconductor companies are also affected
by the economic performance of their customers.
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 (844) 403-2888.
Investment
Adviser
Tapp
Finance, Inc., d/b/a TappAlpha (the “Adviser”) is the investment adviser to the
Fund.
Tuttle
Capital Management, LLC (the “Sub-Adviser”) is the sub-adviser to the
Fund.
Portfolio
Manager
Si
Katara, Portfolio Manager of the Adviser, has served as the Fund’s portfolio
manager since its inception in ____ 2026.
Matthew
Tuttle, Chief Executive Officer of the Sub-Adviser, has served as the Fund’s
portfolio manager 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
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.,
______). 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.tappalphafunds.com.
Tax
Information
The
Fund’s distributions, if taxable, 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.
FUND
SUMMARY – TappAlpha Small-Cap Growth & Daily Income ETF
Investment
Objective
The
TappAlpha Small-Cap Growth & Daily Income ETF (the “Fund”) seeks current
income while maintaining prospects for capital appreciation. The Fund’s
secondary investment objective is to seek exposure to the performance of the
Russell 2000® Index (“Russell 2000” or the “Index”), subject to a limit on
potential investment gains.
Fees
and Expenses of the Fund
|
|
|
|
|
|
|
This
table describes the fees and expenses that you may pay if you buy, hold,
and sell shares of the Fund. 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) |
0.68% |
| Distribution
(12b-1) and Services Fees |
0.00% |
|
Other
Expenses(2) |
0.00% |
| Total
Annual Fund Operating Expenses |
0.68% |
(1)Under
the Investment Advisory Agreement, Tapp Finance, Inc., d/b/a TappAlpha (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 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:
|
|
|
|
|
|
|
|
|
| Name
of Fund |
1
Year |
3
Years |
| TappAlpha
Small-Cap Growth & Daily Income ETF |
$ |
$ |
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 is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objectives through obtaining long exposure to the Russell 2000®
Index, while simultaneously using a call option strategy to generate income. The
Fund is designed to provide investors with exposure to the performance
associated with the Index, subject to a limit on potential gains, while
providing incremental income.
The
long component of the strategy consists of investing in exchange-traded funds
(“ETFs”) that provide exposure to the Index. ETFs in which the Fund may invest
to gain exposure to the Index include, but are not limited to, the iShares
Russell 2000 ETF (“IWM”) or the Vanguard Russell 2000 ETF (“VTWO”). The options
portion of the strategy uses a daily covered call option strategy that sells
“out of the money” call options with zero days to expiration each day, known as
a “daily call”. Daily call options having zero days to expiration are also known
as “0DTE” options. Through this call option strategy, the Fund sells or “writes”
exchange-traded call options on the Russell 2000® Index (“RUT”) to generate
income from option premiums. .
The
Fund will receive premium income for each call option sold. The expiration dates
at the time of purchase for the Fund’s sold call options will range from the
same day to one week. While the Fund expects to primarily utilize 0DTE call
options, the Fund may use options expiring weekly or purchase put options, or
put spreads (buying a put option at one strike price while simultaneously
selling a put option at a lower strike price), in connection with its options
overlay strategy. The Fund may also implement multi-leg option strategies such
as credit spreads, call spreads, and put spreads as defensive actions during
periods of heightened market volatility. Multi-leg option strategies involve
buying and/or selling options at different strike prices and/or different
expiration dates on the same underlying. Compared to a similar strategy using
monthly call options, a strategy using daily call options provides a higher
income potential and a more stable income level in volatile markets. The Fund’s
use of daily or 0DTE call options provides a higher likelihood of participating
more closely in the capital performance of the underlying security as compared
to covered call strategies with longer time horizons. However, it is important
to note that the sale of these call options to generate income will limit the
Fund’s ability to participate in increases in value of the Russell 2000 beyond a
certain point. If the value of the Russell 2000 increases, the above-referenced
long exposure would allow the Fund to experience similar percentage gains.
However, if the Russell 2000 appreciates in value beyond the strike price of the
call option contracts that the Fund has sold to generate income, the Fund will
lose money on those short call positions, and the losses will, in turn, limit
the upside return of the Fund’s long exposure. As a result, the Fund’s overall
strategy (i.e., the combination of the long exposure to the Russell 2000 and the
sold 0DTE call positions) will limit the Fund’s participation in gains of the
Russell 2000 beyond a certain point. This strategy effectively converts a
portion of the potential upside price return growth of the Russell 2000 into
current income.
To
implement the Fund’s investment strategy, at the beginning of each trading day,
the Adviser generally sell “out-of-the-money” same day call options on the
Russell 2000, typically between 0% and 10 % “out of the money” at the time of
purchase. In general, an option is a contract that gives the purchaser of the
option, in return for a premium, the right to buy from the seller (writer) of
the option the security underlying the option at a specified exercise price (the
“strike price”) at a specified expiration date. The strike price of an option is
the price at which the underlying security can be bought or sold. The difference
between the option’s strike price and the price of the underlying security
determines if an option is “out of the money” or “in the money”. A call option
is “out of the money” if the strike price of the option is higher than the
current price of the underlying security. A call option is “in the money” if the
strike price of the option is lower than the current price of the underlying
security. At the expiration date, if the option is “in-the-money”, the
buyer will typically exercise the option, benefiting from the ability to
purchase the underlying security from the seller at a price lower than the
current market price. If the option is “out-of-the-money”, the option
likely will not be exercised, benefiting the seller who retains the
underlying security. The tradeoff with respect to purchasing same day call
options between 0% and 5% “out of the money” is, the closer the option position
to the price of the underlying security, the larger the option premium, but the
lower the cap is set to participate in the capital appreciation of the
underlying security. The higher it is set, the less income is generated
from premiums, but the higher the ceiling is to participate in the capital
appreciation of the underlying security.
With
respect to the Fund’s covered call options, the Adviser aims to cover the entire
notional value of the underlying security. However, the Fund’s notional exposure
will drift during each trading day. The notional value of the options will not
be permitted to deviate with respect to the underlying security by plus or minus
more than 5%. The Fund may reallocate its portfolio at the end of each trading
day. That is, the Fund may allow each day’s options to expire and then settle
them in cash. The Fund may also close an options position before its expiration
at the end of a trading day if the Adviser believes the option has yielded a
majority of its potential return, and then open another option that expires the
same day to generate additional premium, or to roll the option to prevent its
expiry in the money.
The
Fund is managed in a way that seeks, under normal circumstances, to provide
monthly distributions. There is no guarantee, however, that the Fund will
make a distribution in any given month, and the amounts of the distribution may
vary greatly from one distribution to the next. Under normal circumstances,
the Fund invests at least 80% of its net assets in financial instruments
that provide exposure to the Russell 2000 (“80% Investment Policy”). “Assets”
means net assets plus the amount of borrowings for investment purposes.
The
Fund may also hold short-term U.S. Treasury securities as collateral in
connection with the Fund's options strategy and to generate income. The income
generated by these securities will be influenced by interest rates at the time
of investment. Further income, in the form of option premiums received from
sales of call options, will be primarily influenced by the volatility of the
Index’s value, although other factors, including interest rates, will also
impact the level of income.
Investment
Process:
In managing the equity portion of the Fund’s portfolio, the Adviser has
developed a unique approach to daily “out-of-the-money” covered call options
strategy, powered by the Adviser’s proprietary research process.
In
pursuing the Fund’s investment strategy, the Adviser considers a number of
criteria including:
●Income
Generation:
The Adviser’s technology identifies the optimal strike price daily, factoring in
market volatility, historical data, planned market events, and other dynamic
parameters. This approach not only increases the potential for consistent,
additive income generation but also retains the opportunity for capital
appreciation.
●Maximized
Theta Decay:
By writing call options at the beginning of each trading day that expire the
same day, the Adviser seeks to capitalize on the rapid time decay of the
options. This refers to the circumstance in which the extrinsic value of
an option (the difference between the market price of an option and its
intrinsic value) diminishes as it approaches its expiration date, all else being
equal. Out-of-the-money options expiring the same day are less likely to end up
in-the-money at expiration than longer-term options. A shift into in-the-money
option positions means the strike price of the option is lower than the price of
the underlying security in which case the Fund could incur a loss. Options
expiring in one week are not designed to maximize theta decay.
●Reduced
Time Risk:
By focusing on options with short-term expirations (that is one day), the
Adviser seeks to minimize the chances that the intrinsic value of the option
(the difference between an option’s strike price and the underlying asset’s
price) adversely affect the option's value.
●Flexibility:
As market conditions change, the Adviser will adjust its position daily to
re-align with the underlying security ’s price trajectory. This approach offers
the best chance to participate in both the underlying security's performance and
the simultaneous harvesting of daily options premiums.
The
Fund’s investment strategies may involve active and frequent trading
resulting in high portfolio turnover.
An
investment in the Fund is not an investment in the Russell 2000 or in any
companies that comprise the Russell 2000, nor is the Fund a traditionally
passively managed index fund. Neither the Fund nor any of its affiliates makes
any representation to you as to the performance of the Russell 2000.
The
Fund is classified as “non-diversified” for purposes of the 1940 Act, which
means it may invest a greater portion of its assets in the securities of one or
more issuers and invests overall in a smaller number of issuers than a
diversified fund.
The
Fund, Trust, Adviser, and Sub-Adviser are not affiliated with nor endorsed by
the Russell 2000® Index.
Information
about the Russell 2000® Index
The
Russell 2000® Index measures the performance of the small-capitalization sector
of the U.S. equity market, as defined by FTSE Russell (the “Index Provider” or
“Russell”). The Index is a subset of the Russell 3000 Index, which measures the
performance of the broad U.S. equity market, as defined by Russell. The Index is
a float- adjusted capitalization-weighted index of equity securities issued by
the approximately 1,953 smallest issuers in the Russell 3000 Index. As of March
31, 2026, the Index represented approximately [5%] of the total market
capitalization of the Russell 3000 Index. As of March 31, 2026, a significant
portion of the Index is represented by securities of companies in the[
financials, healthcare and industrials industries or sectors]. The components of
the Index are likely to change over time.
Principal
Risks
An
investment in the Fund entails risk. The Fund may not achieve its
investment objective and there is a risk that you could lose all of your money
invested in the Fund. The Fund is not a complete investment program.
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.
Referenced
Index Risk. The
Fund invests in options contracts that are based on the value of the
Index
options
and ETFs that provide exposure to the Index. This subjects the Fund to certain
of the same risks as if it owned shares of companies that comprised the Index,
even though it does not own shares of companies in the Index. The Fund will have
exposure to declines in the Index. The Fund is subject to potential losses if
the Index loses value, which may not be offset by income received by the Fund.
By virtue of the Fund’s investments in options contracts that are based on the
value of the Index, the Fund may also be subject to the following risks:
Indirect
Investment Risk.
The Index is not affiliated with the Trust, the Fund, the Adviser, the
Sub-Adviser, or their respective affiliates and is not involved with this
offering in any way. Investors in the Fund will not have the right to receive
dividends or other distributions or any other rights with respect to the
companies that comprise the Index but will be subject to declines in the
performance of the Index.
Index
Trading Risk.
The trading price of the Index may be highly volatile and could continue to be
subject to wide fluctuations in response to various factors. The stock market in
general has experienced extreme price and volume fluctuations that have often
been unrelated or disproportionate to the operating performance of
companies.
Russell
2000® Index Risk.
The Index, which includes the smallest 2,000 stocks in the Russell 3000® Index,
is primarily exposed to overall economic and market conditions. Recession,
inflation, and changes in interest rates can significantly impact the index’s
performance. Furthermore, despite its diverse representation, a downturn in a
major sector such as technology or financials could notably affect the Index.
Geopolitical risks and unexpected global events, like pandemics, can introduce
volatility and uncertainty.
Equity
Market Risk. The
price of equity securities may rise or fall because of changes in the broad
market or changes in a company’s financial condition, sometimes rapidly or
unpredictably. These price movements may result from factors
affecting individual companies, sectors or industries selected for
the Fund’s portfolio or the securities market as a whole, such
as changes in economic or political conditions. When the value of the
Fund’s portfolio securities goes down, your investment in the Fund
decreases in value.
General
Market Risk. Economies
and financial markets throughout the world are becoming increasingly
interconnected, which increases the likelihood that events or conditions in
one country or region will adversely impact markets or issuers
in other countries or regions. Securities in the Fund’s portfolio
may underperform in comparison to securities in general
financial markets, a particular financial market or other asset classes
due to a number of factors, including inflation (or expectations
for inflation), deflation (or expectations for deflation),
interest rates, global demand for particular products or
resources, market instability, financial system instability, debt crises
and downgrades, embargoes, tariffs, sanctions and other trade
barriers, regulatory events, other governmental trade or
market control programs and related geopolitical events. In
addition, the value of the Fund’s investments may be negatively
affected by
the
occurrence of global events such as war, terrorism, environmental
disasters, natural disasters or events, country instability, and infectious
disease epidemics or pandemics.
Covered
Call Options Strategy Risk. When
the Fund sells call options, it receives cash but limits its opportunity to
profit from an increase in the market value of the underlying security
prior to the expiration of the options. The maximum potential gain on the
underlying security will be equal to the difference between the strike
price and the purchase price of the underlying security at the time the
option is written, plus the premium received. In a rising market, the
option may require the underlying security to be sold at an exercise price
that is lower than would be received if the underlying security was sold at
the market price. The Fund realizes a gain in the amount of the
premium received, but because there may have been a decline (unrealized
loss) in the market value of the underlying security during the option
period, the unrealized loss realized may exceed such gain. If the
underlying security declines by more than the option premium the Fund
receives, there will be a loss on the overall position. For the Fund in
particular, the value of the options contracts in which it invests are
substantially influenced by the value of the Index.
Spread
Strategy Risk.
The Fund may engage in option spread strategies, such as credit spreads, call
spreads, and put spreads, in which it simultaneously buys and sells options on
the same underlying asset. While these strategies can be used to manage risk or
increase income, they also introduce additional complexities and may limit
potential gains or exacerbate losses if not executed as intended. In certain
market conditions, such strategies may underperform or fail to mitigate downside
exposure as expected.
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.
Distribution
Risk. As
part of the Fund’s investment objective, the Fund seeks to provide current
monthly income. There is no assurance that the Fund will make a distribution in
any given month. If the Fund does make distributions, the amounts of such
distributions will likely vary greatly from one distribution to the next.
Additionally, the monthly distributions, if any, may consist of returns of
capital, which would decrease the Fund’s NAV and trading price over time. As a
result, an investor may suffer significant losses to their
investment.
Small-Capitalization
Company Risk. Small-capitalization
companies generally have more limited financial and managerial resources, less
diversified business operations, and smaller market shares than larger
companies. As a result, they may be more vulnerable to adverse business or
economic developments, and their securities may be subject to greater price
fluctuations and lower trading volumes. Small-cap companies may also be less
able to obtain financing on favorable terms or to withstand competitive and
economic pressures, which could negatively impact their performance and
returns.
U.S.
Government and U.S. Agency Obligations Risk.
The Fund may invest in securities issued by the U.S. government or its agencies
or instrumentalities. U.S. Government obligations include securities issued or
guaranteed as to principal and interest by the U.S. Government, its agencies or
instrumentalities, such as the U.S. Treasury. Payment of principal and interest
on U.S. Government obligations may be backed by the full faith and credit of the
United States or may be backed solely by the issuing or guaranteeing agency or
instrumentality itself. In the latter case, the investor must look principally
to the agency or instrumentality issuing or guaranteeing the obligation for
ultimate repayment, which agency or instrumentality may be privately owned.
There can be no assurance that the U.S. Government would provide financial
support to its agencies or instrumentalities (including government-sponsored
enterprises) where it is not obligated to do so.
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 of the Fund (“Shares”) may trade at
a material discount to NAV and possibly face delisting: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market makers
and/or liquidity providers exit the business or significantly reduce their
business activities and no other entities step forward to perform their
functions.
●Cash
Redemption Risk.
The Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. 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.
High
Portfolio Turnover Risk.
The Fund may incur high portfolio turnover to manage the Fund’s investment
exposure. Additionally, active market trading of the Fund’s Shares may cause
more frequent creation or redemption activities that could, in certain
circumstances, increase the number of portfolio transactions. High levels of
portfolio transactions increase brokerage and other transaction costs and may
result in increased taxable capital gains. Each of these factors could have a
negative impact on the performance of the Fund.
New
Fund Risk. As
of the date of this prospectus, the Fund has less than a year of operations 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.
Non-Diversification
Risk. The
Fund is classified as “non-diversified” under the 1940 Act. As a result, the
Fund is only limited as to the percentage of its assets which may be invested in
the securities of any one issuer by the diversification requirements imposed by
the Internal Revenue Code of 1986, as amended (the “Code”). A decline in the
value of an investment in a single issuer could cause a Fund’s overall value to
decline to a greater degree than if the Fund held a more diversified portfolio.
The Fund seeks to achieve its investment objective by entering into one or more
options
contracts.
The Fund may invest a relatively high percentage of its assets in a limited
number of issuers and/or in options contracts with a single counterparty or a
few counterparties. As a result, the Fund may experience increased volatility
and be more susceptible to a single economic or regulatory occurrence affecting
one or more of these issuers and/or counterparties.
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 (844) 403-2888.
Investment
Adviser
Tapp
Finance, Inc., d/b/a TappAlpha (the “Adviser”) is the investment adviser to the
Fund.
Tuttle
Capital Management, LLC (the “Sub-Adviser”) is the sub-adviser to the
Fund.
Portfolio
Manager
Si
Katara, Portfolio Manager of the Adviser, has served as the Fund’s portfolio
manager since its inception in ____ 2026.
Matthew
Tuttle, Chief Executive Officer of the Sub-Adviser, has served as the Fund’s
portfolio manager 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
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.,
_____). 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.tappalphafunds.com.
Tax
Information
The
Fund’s distributions, if taxable, 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 FUNDS’ INVESTMENTS
Investment
Objective
The
TappAlpha Cboe Magnificent 10 Growth & Daily Income ETF (the “Fund”) seeks
current income while maintaining prospects for capital appreciation. The Fund’s
secondary investment objective is to seek exposure to the performance of the
CBOE Magnificent 10 Index (“MGTN” or the “Index”), subject to a limit on
potential investment gains.
The
TappAlpha Small-Cap Growth & Daily Income ETF (the “Fund”) seeks current
income while maintaining prospects for capital appreciation. The Fund’s
secondary investment objective is to seek exposure to the performance of the
Russell 2000® Index (“Russell 2000” or the “Index”), subject to a limit on
potential investment gains.
The
Funds’ investment objectives 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.
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 Funds may be purchased or
redeemed directly from the Fund at NAV solely by APs 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.
Each
Fund is classified as “non-diversified” for purposes of the 1940 Act, which
means it generally invests a greater portion of its assets in the securities of
one or more issuers and invests overall in a smaller number of issuers than a
diversified fund.
ADDITIONAL
INFORMATION ABOUT RISK
It
is important that you closely review and understand the risks of investing in
the Funds. Each 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 Funds, and the Funds could underperform other investments.
There is no guarantee that the Funds will meet its investment objective. An
investment in the Funds 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 Funds and/or risks of the issuers in which the Funds
invests.
Other
Risks for the Funds
Cyber
Security Risk. Failures
or breaches of the electronic systems of the Funds, the Adviser, the Sub-Adviser
and/or the Funds’ other service providers, market makers, Authorized
Participants or the issuers of securities in which a Fund invests have the
ability to cause disruptions and negatively impact a Fund’s business operations,
potentially resulting in financial losses to a Fund and their shareholders.
While each Fund has established business continuity plans and risk management
systems seeking to address system breaches or failures, there are inherent
limitations in such plans and systems. Furthermore, a Fund cannot control the
cyber security plans and systems of the Fund’s service providers, market makers,
Authorized Participants or issuers of securities in which the Funds
invest.
MANAGEMENT
The
Investment Adviser.
Tapp Finance, Inc., d/b/a TappAlpha (the “Adviser”), 3700 W. Lawton Street,
Seattle, Washington 98199, is the investment adviser for each Fund. The Adviser
is registered as an investment adviser under the Investment Advisers Act of
1940, as amended. The Adviser is a Delaware corporation and was organized in
2023.
Under
the Investment Advisory Agreement between the Adviser and the Trust, on behalf
of the Funds (the “Investment Advisory Agreement”), the Adviser is responsible
for the day-to-day management of each Fund’s investments. The Adviser also: (i)
furnishes the Funds with office space and certain administrative services; and
(ii) provides guidance and policy direction in connection with its daily
management of each 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 0.75% of the TappAlpha Cboe Magnificent 10 Growth & Daily Income
ETF’s average daily net assets and 0.68% of the TappAlpha Small-Cap Growth &
Daily Income ETF’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 Funds,
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 Funds, 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 Funds’ business.
The
Sub-Adviser.
The Adviser has retained Tuttle Capital Management, LLC (the “Sub- Adviser”), an
investment adviser registered with the SEC, to provide sub-advisory services for
the Fund. The Sub-Adviser is organized as a Delaware corporation with its
principal offices located at 155 Lockwood Rd., Riverside, CT, 06878, and was
established in 2012. For its services, the Sub-Adviser is paid a sub-advisory
fee by the Adviser, which is calculated daily and payable monthly as a
percentage of each Fund’s average daily net assets of each Fund at the following
rate: 0.__%.
A
discussion regarding the basis for the Board approving the Investment Advisory
Agreement and Sub-Advisory Agreement for the Funds will be available in each
Fund’s semi-annual report filed on Form N-CSR once that report is
produced.
The
Portfolio Manager
Si
Katara, Portfolio Manager of the Adviser, has served as each Fund’s portfolio
manager since their inception in ____ 2026. Mr. Katara is the founder and CEO of
Tapp Finance, Inc. (d/b/a Tapp Alpha). Mr. Katara was the co-founder and
President of HeadLight, a provider of visual-based inspection technology to
infrastructure construction from 2005 to 2022.
Matthew
Tuttle, Chief Executive Officer of the Sub-Adviser, has served as each Fund’s
portfolio manager since their 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 each Fund.
The
Trust
Each
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 Funds according to
applicable state and federal law, and the Board is responsible for the overall
management of the Funds’ business affairs.
Portfolio
Holdings
A
description of the Funds’ policies and procedures with respect to the disclosure
of each Fund’s portfolio securities is available in the Funds’ SAI. Complete
holdings are published on the Funds’ website on a daily basis. Please visit the
Fund’s website at www.tappalphafunds.com. In addition, each 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 Funds through broker-dealers at market
prices. Shares of the Funds 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. The following table shows the trading symbol of each Fund.
|
|
|
|
|
|
|
|
|
|
FUND |
TICKER |
|
TappAlpha
Cboe Magnificent 10 Growth & Daily Income ETF |
TMGN |
|
TappAlpha
Small-Cap Growth & Daily Income ETF |
TRUS |
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 Funds’ 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 Funds’ Shares is determined by dividing the total value of the
Funds’ portfolio investments and other assets, less any liabilities, by the
total number of Shares outstanding of the Funds.
In
calculating its NAV, the Funds generally value their 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 Funds 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 Funds’ NAV is
calculated. When fair-value pricing is employed, the prices of securities used
by the Funds to calculate its NAV may differ from quoted or published prices for
the same securities.
APs
may acquire shares directly from the Funds, and APs may tender their shares for
redemption directly to the Funds, at NAV per share only in large blocks, or
Creation Units, of at least XXXXX shares. Purchases and redemptions directly
with the Funds must follow the Funds’ procedures, which are described in the
SAI.
Under
normal circumstances, the Funds 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 Funds’ SAI and in the agreement
between the AP and the Funds’ distributor. However, the Funds reserve 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. Each Fund anticipates regularly meeting redemption requests primarily in
cash, although each 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.
Each
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 Funds 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 Funds, it is
unlikely those trades would cause the harmful effects of market timing,
including dilution, disruption of portfolio management, increases in the Funds’
trading costs and the realization of capital gains. With regard to the purchase
or redemption of Creation Units directly with each 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 Funds and increased
transaction costs, which could negatively impact a 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 Funds also employ fair valuation
pricing to minimize potential dilution from market timing. In addition, the
Funds impose transaction fees on purchases and redemptions of shares to cover
the custodial and other costs incurred by the Funds in effecting trades. These
fees increase if an investor substitutes cash in part or in whole for
securities, reflecting the fact that a 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 Funds currently
intend 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 a Fund’s portfolio that could arise
from frequent cash redemption transactions. In the event that a 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 Funds will distribute any net investment income and any net realized capital
gains annually. The Funds 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 Funds. Broker-dealers may make
available the DTC book-entry Dividend Reinvestment Service for use by beneficial
owners of the Funds 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 each Fund’s net investment income, including net short-term capital gains,
if any, are taxable to you as ordinary income, except that each 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 each 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 each Fund’s performance.
In
general, distributions received from each 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 a
Fund.
Distributions
in excess of a 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 a 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
Funds are 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 each 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 Funds. 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 Funds’ administrator. The firm is primarily in the
business of providing administrative services to retail and institutional mutual
funds and exchange-traded funds.
U.S.
Bancorp Fund Services, LLC (“U.S. Bancorp”)
serves as the Funds’ fund accountant, and it provides certain other services to
the Funds not provided by the Administrator. U.S. Bancorp is primarily in the
business of providing administrative, fund accounting services to retail and
institutional exchange-traded funds and mutual funds.
As
transfer agent, U.S. Bancorp has, among other things, agreed to: issue and
redeem shares of the Fund; make dividend and other distributions to shareholders
of the Fund; effect transfers of shares; mail communications to shareholders of
the Fund, including account statements, confirmations, and dividend and
distribution notices; facilitate the electronic delivery of shareholder
statements and reports; and maintain shareholder accounts.
U.S.
Bank N.A. acts
as custodian for the Fund. As such, U.S. Bank N.A. holds all securities and cash
of the Fund, delivers and receives payment for securities sold, receives and
pays for securities purchased, collects income from investments, and performs
other duties, all as directed by officers of the Trust. U.S. Bank N.A. does not
exercise any supervisory function over management of the Fund, the purchase and
sale of securities, or the payment of distributions to
shareholders.
Foreside
Fund Services, LLC
(the “Distributor”) serves as the Distributor of Creation Units for the Funds 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 Funds.
[________]
serves as the Funds’ independent registered public accounting firm. The
independent registered public accounting firm is responsible for auditing the
annual financial statements of the Funds.
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 Funds 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 each Fund traded on the
Exchange at a price above (i.e., at
a premium) or below (i.e., at
a discount) the NAV of each Fund will be available at
www.tappalphafunds.com.
FINANCIAL
HIGHLIGHTS
Because
the Funds have 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 Funds in the following
documents:
Statement
of Additional Information: For
more information about the Fund, you may wish to refer to the Funds’ SAI dated
_______, 2026, which is on file with the SEC and incorporated by reference into
this prospectus.
Annual/Semi-Annual
Reports: Additional
information about each Fund’s investments is available in the Funds’ annual and
semi-annual reports to shareholders and in Form N-CSR. In each Fund’s annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the Funds’ performance during its last
fiscal year. In Form N-CSR, you will find the Funds’ 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 Funds’ financial statements, by writing to the Funds at
8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235, by calling the
Fund toll-free at (844)
403-2888,
by email at: [email protected]. Each Fund’s annual and semi-annual reports,
prospectus and SAI are all available for viewing/downloading at
www.tappalphafunds.com. General inquiries regarding the Funds may also be
directed to the above address or telephone number.
Copies
of these documents and other information about the Funds 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)