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AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 2026
1933 Registration File No. 333-221764
1940 Act File No. 811-23312
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
☒ |
| Pre-Effective Amendment No. ___ |
☐ |
| Post-Effective Amendment No. 209 |
☒ |
| and/or |
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
| Amendment No. 212 |
☒ |
TIDAL TRUST III
(Exact Name of Registrant as Specified in Charter)
Tidal ETF Services LLC
234 West Florida Street, Suite 700
Milwaukee, WI 53204
(Address of Principal Executive Offices, Zip Code)
(Registrant’s Telephone Number, including Area Code) (855) 843-2534
The Corporation Trust Company
1209 Orange Street
Corporation Trust Center
Wilmington, DE 19801
(Name and Address of Agent for Service)
Copies to:
|
Eric W. Falkeis
Tidal ETF Services LLC
234 West Florida Street, Suite 700
Milwaukee, WI 53204
|
Rachael L. Schwartz
Sullivan & Worcester LLP
1251 Avenue of the Americas, 19th Floor
New York, New York 10020
|
It is proposed that this filing will become effective (check appropriate box):
| ☐ |
|
immediately upon filing pursuant to paragraph (b) |
| ☒ |
|
on October 28, 2026 pursuant to paragraph (b) |
| ☐ |
|
60 days after filing pursuant to paragraph (a)(1) |
| ☐ |
|
on (date) pursuant to paragraph (a)(1) |
| ☐ |
|
75 days after filing pursuant to paragraph (a)(2) |
| ☐ |
|
on (date) pursuant to paragraph (a)(2) of rule 485 |
Explanatory Note: This Post-Effective Amendment No. 209 to the Registration Statement of Tidal Trust III (the “Trust”) is being filed to add the Impact Shares NAACP Minority Empowerment ETF and Impact Shares Women’s Empowerment ETF audited financial statements and certain related financial information for the fiscal period ended June 30, 2026 and to make other permissible changes under Rule 485(b)
Impact
Shares NAACP Minority Empowerment ETF (NACP)
Impact
Shares Women’s Empowerment ETF (WOMN)
each
listed on NYSE
Arca, Inc
PROSPECTUS
October
28, 2026
The
U.S. Securities and Exchange Commission (the “SEC”) has not approved or disapproved of these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
SUMMARY
INFORMATION
Impact
Shares NAACP Minority Empowerment ETF
- FUND SUMMARY
Investment
Objective
The
Impact Shares NAACP Minority Empowerment ETF (the “Fund” or the “Minority ETF”) seeks investment results that,
before fees and expenses, track the performance of the Morningstar®
Minority Empowerment Index (the “Underlying Index”).
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and
Example below.
Annual
Fund Operating Expenses (expenses that you
pay each year as a percentage of the value of your investment)
|
Management
Fee¹ |
0.49% |
|
Distribution
and Service (12b-1) Fees |
0.00% |
|
Other
Expenses |
0.00% |
|
Total
Annual Fund Operating Expenses |
0.49% |
Expense
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, sell or redeem all of your Shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the
same. Your actual costs may be higher or lower.
|
1 Year |
3 Years |
5 Years |
10 Years |
|
$50 |
$157 |
$274 |
$616 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in total annual fund operating expenses or in the expense example above, affect the Fund’s
performance. For the fiscal year ended June 30, 2026, the Fund’s portfolio turnover rate was 25% of the average value of its portfolio.
Principal
Investment Strategies
The
Fund will, under normal circumstances, invest at least 80% of its total assets, plus borrowings for investment purposes (the “80%
basket”) in component securities of the Underlying Index (“Component Securities”).
The
Fund may invest the remaining 20% of its total assets (the “20% basket”) in securities and instruments not included in the
Underlying Index, but which Tidal Investments LLC (the “Adviser”) believes will help the Fund track the Underlying Index.
For example, the Fund may invest in securities that are not components of the Underlying Index to reflect various corporate actions (such
as mergers) and other changes in the Underlying Index (such as reconstitutions, additions and deletions). The Fund may invest in securities
of any type and of companies of any market capitalization (including small- and mid-capitalization companies), market sector
or industry, but expects to invest primarily in equity securities of U.S. companies. The Fund may use the 20% basket to invest in
securities
issued by other investment companies, including other exchange-traded funds. In addition, the Fund’s 20% basket may be invested
in cash and cash equivalents, including shares of money market funds advised by the Adviser or its affiliates.
Unlike
many investment companies, the Fund does not try to “beat” the index it tracks. The Fund uses a passive management strategy
designed to track the total return performance of the Underlying Index.
The
Adviser may employ a representative sampling indexing strategy for managing the Fund, which entails investing in a sample of securities
that together have an investment profile mirroring the Underlying Index. However, the Fund will only use representative sampling in a
manner consistent with its 80% policy. The securities selected are expected to have, in the aggregate, investment characteristics (based
on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability, leverage and
price to earnings ratios) and liquidity measures similar to those of the Underlying Index. The Fund may or may not hold all of the securities
in the Underlying Index. “Tracking error” is the difference between the performance (return) of the Fund’s portfolio
and that of the Underlying Index. The Adviser expects that, over time, the Fund’s tracking error will not exceed 5%. Funds that
employ a representative sampling strategy may incur tracking error risk to a greater extent than funds that seek to replicate an index.
The
Fund concentrates its investments in a particular industry or group of industries to approximately the same extent as the Underlying Index
is so concentrated.
The
Underlying Index is designed to measure the performance of large and mid- capitalization companies that are “empowering
to minorities,” and to exhibit risk and return characteristics similar to those of the Morningstar US Large-Mid Cap® Index,
as described below.
The
Underlying Index is constructed using a rules-based methodology to select companies from the Morningstar US Large-Mid Cap® Index
(the “Parent Index”), a free float market-cap weighted index that constitutes 90% of the total market capitalization
of the U.S. market) that have strong minority empowerment practices. Morningstar constructs the Underlying Index using company level indicators,
scores, and indicator relevance weighting from Sustainalytics, the Fund’s ESG research provider, that include certain social criteria
identified and compiled by the NAACP (“NAACP” or the “Partner Nonprofit”) to measure the strength of minority
empowerment practices and products or services for each company within the Parent Index (a company’s “Minority Empowerment
Composite Score”). Based on that scoring, after excluding those companies that Sustainalytics determines (i) derive more than
5% of their revenues from predatory lending activities, (ii) derive more than 5% of their revenues from the production of tobacco
products, (iii) are involved in the production of riot control weapons, (iv) operate correctional facilities or provide security
services, (v) are primarily involved in the production of oil, gas or coal, (vi) are not compliant with the principles of the
UN Global Compact1, or (vii) have a detrimental score for applicable
controversies, the 200 best scoring companies (after applying the optimized weighting methodology discussed below) are selected by Morningstar
as the final underlying index components. The Underlying Index is constructed by Morningstar using an optimized weighting methodology.
Under this methodology, Morningstar uses a quantitative process that is designed to determine optimal weights for securities to maximize
exposure of companies with higher rankings as to minority empowerment practices, while maintaining an Underlying Index that exhibits risk
and return characteristics similar to those of the Parent Index. The Index Provider determines the weighting of each security in the Underlying
Index using the following variables: Minority Empowerment Composite Score, market capitalization, maximum and minimum weightings by security
and sector. Underlying Index constituents are subject to a maximum 5% per company weighting.
The
Underlying Index is expected to contain approximately 200 securities, but this number may change. If a company in the Underlying Index
has acted in a manner inconsistent with the selection criteria of the Underlying Index, Morningstar may, in its discretion, after consulting
with Sustainalytics, exclude the company from the Underlying Index between reconstitution periods. Morningstar may also make adjustments
in accordance with its internal guidelines to reflect extraordinary corporate events (e.g., mergers and acquisitions, spin-offs, bankruptcies,
insolvencies, and liquidations). The Underlying Index is rebalanced quarterly and reconstituted utilizing the rules-based methodology
described above annually. Rebalancing refers to the process of adjusting the weights of the constituent securities in the Underlying Index
in accordance with its optimized weighting methodology in response to changes in stock value and market capitalization. Reconstitution
refers to the process of changing the constituent securities in the Underlying Index so that securities that no longer meet the criteria
for the Underlying Index are excluded and new securities that do meet those criteria are included.
The
composition of the Underlying Index is based on the following social screens used in determining the Minority Empowerment Composite Score
that narrows the Index Universe. Each of the social screens for the Minority Fund addresses an issue that has a history of NAACP support.
1
The UN Global Compact is an arrangement by which companies voluntarily and publicly commit to a set of principles, known as the
Ten Principles of the UN Global Compact, all of which are drawn from key UN Conventions and Declarations, in four areas: (i) human
rights; (ii) labor; (iii) environment; and (iv) anti-corruption.
1. Board
Diversity This indicator provides an assessment of the diversity of a company’s board of directors. Diversity of background
can provide fresh perspectives in the boardroom and lead to better board decision-making.
2. Discrimination
Policy This indicator provides an assessment of the quality of a company’s policy to eliminate discrimination, including
racial discrimination, and ensure equal opportunity.
3. Scope
of Supplier Social Standards This indicator provides a general assessment of whether a company has supply chain/contractor social
policies and the scope of its social standards, including items such as nondiscrimination policies.
4. Freedom
of Association Policy This indicator provides an assessment of the quality of a company’s freedom of association and
collective bargaining policy, including its impact on racial minorities.
5. Diversity
Programs This indicator assesses the strength of a company’s initiatives to increase the diversity of its workforce,
including racial diversity.
6. Community
Development Programs This indicator assesses the strength of a company’s local community development programs. It does
not focus on cash donations, but formal programs that promote long-term economic development among communities, including minority communities,
directly affected by the company’s operations.
7. Minority-Inclusive
Health and Safety Management System This indicator assesses the strength of the company’s initiatives to manage employee
health and safety and prevent accidents and occupational illnesses.
8. Conflict
Minerals Programs This indicator measures the strength of a company’s initiatives to eliminate conflict minerals from its
products and its supply chain. The term conflict minerals refers to tantalum (coltan), tin (cassiterite), tungsten (wolframite), and gold
(together, they are commonly referred to as the 3TG), which have originated in conflict-affected or high-risk regions and may be used
to financially support the conflict or human rights abuses.
9.
Media Ethics Programs This
indicator assesses the strength of a company’s initiatives to ensure good governance, ethics, and integrity throughout its content
creation to ensure impartiality, transparency, objectivity, fairness, age-appropriateness, independence, plurality, and inclusiveness
(diversity of content, topics, and viewpoints).
10.
Human Rights Programs This
indicator assesses the strength of the company’s initiatives to comply with its obligation to respect human rights.
11.
Editorial Guidelines This
indicator provides an assessment of the company’s commitment to address media ethics as it relates to the dissemination of content.
This includes the company’s stated values related to the impact of content on protected classes and minorities.
12.
Advertising Ethics This
indicator provides an assessment of the presence and strengths of a company policy on advertising ethics.
13.
Human Capital Development
This indicator assesses the strength of a company’s initiatives to recruit, retain, and develop human capital to avoid a shortage
of skilled labor.
14.
Responsible Product Offering This
indicator assesses the strength of a financial institution’s initiatives to market products and services responsibly, so as to avoid
predatory lending and minimize risks to the customers of such financial institution.
15.
Responsible Marketing Policy
This indicator provides an assessment of the quality of a company’s responsible marketing policy.
16.
Human Rights Policy This
indicator provides an assessment of the strength of the company’s commitment to respect human rights within its sphere of influence.
17.
Gender Pay Equality Programs
This indicator assesses the strength of programs a company has implemented to ensure gender pay equality. This includes initiatives to
identify, measure, and close the gender pay gap.
18.
Gender Pay Disclosure This
indicator assesses the strength of a company’s disclosure related to the gender pay gap.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. As with any investment, there is a risk that you could lose all or a portion
of your investment in the Fund. Some or all of these risks may adversely affect the Fund’s net asset value (“NAV”) per
share, trading price, yield, total return, and/or ability to meet its objective. For more information about the risks of investing in
the Fund, see the section in the Fund’s Prospectus titled “Additional Information About the Funds—Principal Risks of
Investing in the Funds.”
An
investment in the Fund entails risk. The Fund may not achieve its investment objective and there is a risk that you could lose all of
your money invested in the Fund. The Fund is not a complete investment program. It is important that investors closely review all of the
risks listed below and understand them before making an investment in the Fund.
Equity
Market Risk. The prices of equity securities fluctuate and may rise or fall rapidly. These price movements may result from factors
affecting individual issuers, industries or the stock market as a whole. In addition, equity markets tend to move in cycles which may
cause stock prices to fall over short or extended periods of time. In a declining stock market, stock prices for all companies may decline,
regardless of their long-term prospects. Common stocks are generally exposed to greater risk than other types of securities, such as preferred
stock and debt obligations, because common stockholders generally have subordinate rights to receive payment from specific issuers.
Ethnic
Diversity Risk. The returns on a portfolio of securities that excludes companies that are not ethnically diverse may trail the
returns on a portfolio of securities that includes companies that are not ethnically diverse. Investing only in a portfolio of securities
that are ethnically diverse may affect the Fund’s exposure to certain types of investments and may adversely impact the Fund’s
performance depending on whether such investments are in or out of favor in the market.
Tracking
Error Risk. As with all index funds, the performance of the Fund and its Index may differ from each other for a variety of reasons.
For example, the Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition, the Fund may not
be fully invested in all Index constituents at all times or may hold securities not included in the Index.
Index
Performance Risk. The Fund seeks to track an index maintained by a third party provider
unaffiliated with the Fund or the Adviser. There can be no guarantee or assurance that the methodology used by the third party provider
to create the index will result in the Fund achieving high, or even positive, returns. Further, there can be no guarantee that the methodology
underlying the index, or the daily calculation of the index will be free from error. It is also possible that the value of the index may
be subject to intentional manipulation by third-party market participants. The particular index used by the Fund may underperform other
asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the
Fund.
Industry
Concentration Risk. The Fund’s investments will be concentrated in an industry or group of industries to the extent the Underlying
Index is so concentrated. In such an event, the value of the Fund’s Shares may rise and fall more than the value of shares that
are invested in securities or financial instruments of companies that encompass a broader range of industries.
Small-Cap Company
Risk. Investing in the securities of small-cap companies may pose greater market and liquidity risks than larger, more established
companies, because of limited product lines and/or operating history, limited financial resources, limited trading markets, and the potential
lack of management depth. In addition, the securities of such companies are typically more volatile than securities of larger capitalization
companies.
Mid-Cap Company
Risk. Investing in securities of mid-cap companies may entail greater risks than investments in larger, more established
companies. Mid-cap companies tend to have more narrow product lines, more limited financial resources and a more limited trading
market for their stocks, as compared with larger companies. As a result, their stock prices may decline significantly as market conditions
change.
Passive
Investment Risk. The Fund invests in the securities included in, or representative of, its Index regardless of their investment
merit. The Fund generally purchases and sells securities to reflect changes in the Index, including as a result of index reconstitutions
and rebalances. The Fund does not attempt to outperform its Index or take defensive positions in declining markets. As a result, the Fund’s
performance may be adversely affected by declines in the market segments represented by the Index.
ETF
Risks.
Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions
that are authorized to purchase and redeem Fund shares directly with the Fund (known as Authorized Participants or APs). In addition,
there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events
occur, Fund shares may trade at a material discount to NAV and could face delisting: (i) APs exit the business or otherwise become unable
to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.
Costs
of Buying or Selling Fund Shares. Buying or selling Fund shares involves certain costs,
including brokerage commissions, other charges imposed by brokers, and bid-ask spreads. The bid-ask spread represents the difference between
the price at which an investor is willing to buy Fund shares and the price at which an investor is willing to sell Fund shares. The spread
is generally lower if Fund shares have more trading volume and market liquidity and higher if Fund shares have little trading volume and
market liquidity. Due to the costs of buying or selling Fund shares, frequent trading of Fund shares may reduce investment results and
an investment in Fund shares may not be advisable for investors who anticipate regularly making small investments.
Fund
Shares May Trade at Prices Other Than NAV. As with all ETFs, Fund shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Fund shares will approximate the Fund’s NAV, Fund shares may trade at prices
above (a premium) or below (a discount) NAV due to supply and demand, market volatility or other market factors. Premiums and discounts
may be greater during periods of market volatility, market stress or limited trading activity.
Trading.
Although Fund shares are listed for trading on a national securities exchange and may be traded on other exchanges, there can be no
assurance that Fund shares will trade in active markets, or at all, on any stock exchange. In stressed market conditions, the liquidity
of Fund shares and the liquidity of the Fund’s portfolio holdings may deteriorate.
Asset
Class Risk. Securities in the Underlying Index or in the Fund’s portfolio may underperform in comparison to the general
securities markets or other asset classes.
Counterparty
Risk. To the extent contemplated by its investment strategy, the Fund may use derivative instruments, such as options, swaps, futures
contracts and other instruments, to obtain or manage investment exposure. Derivatives may be subject to counterparty risk, meaning the
risk that a counterparty, clearing member or clearing house will be unwilling or unable to perform its obligations to the Fund due to
bankruptcy, insolvency, financial distress, operational failure or other default. If a counterparty or clearing member defaults, the Fund
may lose the expected benefit of the transaction, experience delays or costs in recovering collateral or other amounts owed to it, or
be required to enter into replacement transactions on less favorable terms, if at all. The Fund also may be unable to implement its investment
strategy effectively if suitable counterparties or clearing members are unavailable.
Economic
and Market Risk. The value of the Fund’s investments and, therefore, the value of the Fund’s shares, may decline due
to changes in global markets. Economies and financial markets throughout the world are 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 the broader 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 rate changes, fluctuation in global demand for particular products or resources, market manipulation or instability, financial
system instability, debt crises and credit 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.
Management
Risk. The Fund is subject to management risk because it is actively managed. In managing the Fund, the portfolio managers will
apply investment techniques and risk analyses that may not produce the desired result. The portfolio managers’ investment decisions
may cause the Fund to underperform its benchmark or other funds with similar investment strategies.
Operational
Risk. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing
and communication errors, errors by the Fund’s service providers, counterparties or other third parties, failed or inadequate processes,
cybersecurity attacks, technology or systems failures and failures or limitations in the use of artificial intelligence (“AI”)
and machine learning technologies. The Fund relies on third parties for a range of services, including custody. Failures or disruptions
in the services provided by third parties may affect the Fund’s ability to implement its investment strategy. Although the Fund
and its service providers seek to reduce these operational risks through controls and procedures, there is no way to completely protect
against such risks.
Limited
Fund Size Risk. The Fund may not attract sufficient assets to achieve or maximize investment and operational efficiencies and remain
viable. If the Fund fails to achieve sufficient scale, it may be liquidated.
Intellectual
Property Risk. The Fund relies on licenses that permit the Adviser to use the Underlying Index and associated trade names, trademarks
and service marks (the “Intellectual Property”) in connection with the investment strategies of the Fund and/or in marketing
and other materials for the Fund. Such licenses may be terminated, and, as a result, the Fund may lose its ability to use the Intellectual
Property. In the event a license is terminated, or the license provider does not have rights to license the Intellectual Property, the
operations of the Fund may be adversely affected.
An
investment in the Fund is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency. As with any
investment company, there is no guarantee that the Fund will achieve its goal.
Performance
The
following performance information provides some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance over time. The bar chart shows the annual returns for the Fund year over year. The table illustrates how the Fund’s
average annual returns for the 1-year, 5-year, and since inception periods compare with those of a broad measure of market performance
and additional benchmarks that are more representative of the Fund’s investment strategy. The Fund’s past performance, before
and after taxes, does not necessarily indicate how it will perform in the future. Updated information about the Fund’s performance
can be found by visiting the Fund’s website at www.impactetfs.org or by calling (844) 954-7733.
|
Date |
% |
|
2019 |
30.10% |
|
2020 |
25.77% |
|
2021 |
27.04% |
|
2022 |
-22.23% |
|
2023 |
29.74% |
|
2024 |
23.87% |
|
2025 |
22.45% |
Through
September 30, 2026 (the most recently ended quarter for which data is available), the year-to-date return of the Fund was 23.25%.
During
the period of time shown in the bar chart, the Fund’s highest quarterly return was 20.78% for the quarter ended June 30, 2020, and
the lowest quarterly return was -17.18% for the quarter ended March 31, 2020.
Average
Annual Total Returns
For
the Period Ended December
31, 2025
|
|
1
Year |
5
Years |
Since
Inception
(July
18, 2018) |
|
Return
Before Taxes |
22.45% |
14.21% |
15.38% |
|
Return
After Taxes on Distributions |
22.24% |
13.48% |
14.73% |
|
Return
After Taxes on Distributions and Sale of Fund Shares |
13.40% |
11.16% |
12.49% |
|
Russell
1000® Index
(reflects
no deduction for fees, expenses, or taxes)¹ |
17.37% |
13.59% |
14.17% |
|
Morningstar
Minority Empowerment Index
(reflects
no deduction for fees, expenses, or taxes)² |
21.33% |
13.33% |
12.73% |
|
Morningstar
US Large-Mid Cap Index
(reflects
no deduction for fees, expenses, or taxes)³ |
17.71% |
13.70% |
14.31% |
After-tax
returns are calculated using the historical highest individual federal marginal income tax rates during the period covered by the table
above and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown. After-tax returns shown are not relevant to investors who hold their Shares through tax-deferred or
other tax advantaged arrangements such as an individual retirement account (“IRA”).
Management
Investment
Adviser
Tidal
Investments LLC (the “Adviser”) serves as investment adviser to the Fund.
Portfolio
Managers
The
following individuals are responsible for the
management of the Fund.
Qiao
Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since 2023.
Andy
Hicks, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since 2026.
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only Authorized Participants (APs)
(typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Shares
are listed on a national securities exchange, such as the Exchange, and
individual Shares may only be bought and sold in the secondary market through brokers at market prices, rather than NAV. Because Shares
trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (the “bid”
price) and the lowest price a seller is willing to accept for Shares (the “ask” price) when buying or selling Shares in the
secondary market. This difference in bid and ask prices is often referred to as the “bid-ask spread.”
Information
regarding the Fund’s NAV, market price, how often Shares traded on the Exchange at a premium or discount, and bid-ask spreads can
be found on the Fund’s website at www.impactetfs.org.
Tax
Information
Fund
distributions are generally taxable to shareholders as ordinary income, qualified dividend income, or capital gains (or some combination
thereof), unless your investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions
on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Adviser
or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed
to make Intermediaries more knowledgeable about exchange-traded products including the Fund or for other activities, such as marketing,
educational training, or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest
by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not result
in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
SUMMARY
INFORMATION
Impact
Shares Women’s Empowerment ETF
- FUND SUMMARY
Investment
Objective
The
Impact Shares Women’s Empowerment ETF (the “Fund” or the “Women’s ETF”) seeks investment results that,
before fees and expenses, track the performance of the Morningstar® Women’s
Empowerment Index (the “Underlying Index”).
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and
Example below.
Annual
Fund Operating Expenses (expenses that you
pay each year as a percentage of the value of your investment)
|
Management
Fee¹ |
0.75% |
|
Distribution
and Service (12b-1) Fees |
0.00% |
|
Other
Expenses |
0.00% |
|
Total
Annual Fund Operating Expenses |
0.75% |
Expense
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, sell or redeem all your shares at the end of those periods.
The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.
Your actual costs may be higher or lower.
|
1 Year |
3 Years |
5 Years |
10 Years |
|
$77 |
$240 |
$417 |
$930 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in total annual fund operating expenses or in the expense example above, affect the Fund’s
performance. For the fiscal year ended June 30, 2026, the Fund’s portfolio turnover rate was 43% of the average value of its portfolio.
Principal
Investment Strategies
The
Fund will, under normal circumstances, invest at least 80% of its total assets plus any borrowings for investment purposes (the “80%
basket”) in component securities of the Underlying Index (“Component Securities”). The Fund may invest the remaining
20% of its total assets (the “20% basket”) in securities or other instruments not included in the Underlying Index, but which
the Adviser believes will help the Fund track the Underlying Index. For example, the Fund may invest in securities that are not components
of the Underlying Index to reflect various corporate actions (such as mergers) and other changes in the Underlying Index (such as reconstitutions,
additions and deletions). The Fund may invest in securities of any type (including equity and debt securities) and of companies of any
market capitalization (including small- and mid-capitalization companies), market sector or industry, but expects to invest primarily
in equity securities of U.S. companies. The Fund may use the 20% basket to invest in securities issued by other
investment
companies, including other exchange-traded funds. In addition, the Fund’s 20% basket may be invested in cash and cash equivalents,
including shares of money market funds advised by the Adviser or its affiliates.
Unlike
many investment companies, the Fund does not try to “beat” the index it tracks. The Fund uses a passive management strategy
designed to track the total return performance of the Underlying Index.
The
Adviser may employ a representative sampling indexing strategy for managing the Fund, which entails investing in a sample of securities
that together have an investment profile mirroring the Underlying Index. However, the Fund will only use representative sampling in a
manner consistent with its 80% policy. The securities selected are expected to have, in the aggregate, investment characteristics (based
on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability, leverage and
price to earnings ratios) and liquidity measures similar to those of the Underlying Index. The Fund may or may not hold all of the securities
in the Underlying Index. “Tracking error” is the difference between the performance (return) of the Fund’s portfolio
and that of the Underlying Index. The Adviser expects that, over time, the Fund’s tracking error will not exceed 5%. Funds that
employ a representative sampling strategy may incur tracking error risk to a greater extent than funds that seek to replicate an index.
The
Fund concentrates its investments in a particular industry or group of industries to approximately the same extent as the Underlying Index
is so concentrated.
The
Underlying Index is designed to measure the performance of U.S. large and mid- capitalization companies that are “empowering
to women,” and to exhibit risk and return characteristics similar to those of the Morningstar US Large-Mid Cap® Index
(the “Parent Index”), as described below. The Parent Index is a free float market-cap weighted index that constitutes
90% of the total market capitalization of the U.S. market. The Parent Index is an equity benchmark designed to comprehensively represent
the performance of the companies incorporated and/or listed in the United States and contains large and mid-capitalization equities
and is designed with the following objectives in mind: (1) transparent and objective rules; (2) full investibility; and (3) low
turnover.
The
Underlying Index is constructed using a rules-based methodology to select companies from the Parent Index that have strong women’s
empowerment practices. Morningstar, Inc. (“Morningstar” or the “Index Provider”) constructs the Underlying Index
using company level indicators, scores, and indicator relevance weighting from Equileap, the Fund’s ESG research provider, which
seek to identify companies within the Parent Index that rate well with respect women’s empowerment practices and products or services
(a company’s “Gender Diversity Score”). After excluding those companies that Equileap determines are (i) involved
in the weapons, gambling, or tobacco industries, (ii) on the Norwegian Ethics Council List1 or (iii) that have experienced an
applicable legal controversy, the 200 best scoring companies (after applying the optimized weighting methodology discussed below) are
selected by Morningstar as the final underlying index components. The Underlying Index is constructed by Morningstar using an optimized
weighting methodology. Under this methodology, Morningstar uses a quantitative process that is designed to determine optimal weights for
securities to maximize exposure to companies with higher rankings as to women’s empowerment practices, while maintaining an Underlying
Index that exhibits risk and return characteristics similar to those of the Parent Index. Morningstar determines the weighting of each
security in the Underlying Index using the following variables: Gender Diversity Score, market capitalization, and maximum and minimum
weightings by security and sector. Underlying Index constituents are subject to a maximum 5% per company weighting.
The
Underlying Index is expected to contain approximately 200 securities, but this number may change. If a company in the Underlying Index
has acted in a manner inconsistent with the selection criteria of the Underlying Index, Morningstar may, in its discretion, after consulting
with Equileap, exclude the company from the Underlying Index between reconstitution periods. Morningstar may also make adjustments in
accordance with its internal guidelines to reflect extraordinary corporate events (e.g., mergers and acquisitions, spin-offs, bankruptcies,
insolvencies, and liquidations). The Underlying Index is rebalanced quarterly and reconstituted utilizing the rules-based methodology
described above annually. Rebalancing refers to the process of adjusting the weights of the constituent securities in the Underlying Index
in accordance with its optimized weighting methodology in response to changes in stock value and market capitalization. Reconstitution
refers to the process of changing the constituent securities in the Underlying Index so that securities that no longer meet the criteria
for the Underlying Index are excluded and new securities that do meet those criteria are included.
The
composition of the Underlying Index is based on the following social screens used in determining the Gender Diversity Score that narrows
the universe of companies included in the Parent Index. Equileap determines a company’s Gender Diversity Score based upon its analysis
of publicly available information, as reported by such company in its most recent annual report for its fiscal year end.
CATEGORY
A: GENDER BALANCE IN LEADERSHIP & WORKFORCE
1. Non-Executive Board:
Percentage of male and female as a proportion of the total number of non-executive Board members, as of the fiscal year end wherever available,
otherwise as of the date of the latest filing.
2.
Executives: Percentage of male and female executives as a proportion of the total number of executives, as of the fiscal year end wherever
available, otherwise as of the date of the latest filing Executives are either defined by the company or represent those individuals that
form the company executive committee/ board, management committee/board or equivalent.
3.
Senior Management: Percentage of male and female senior management, as a proportion of the total number of senior management, as of the
fiscal year end wherever available, otherwise as of the date of the latest filing. Senior management are defined and reported by the company.
4.
Workforce: Percentage of male and female employees at the company, as a percentage of total employees.
5.
Promotion & Career Development Opportunities: Ratio of male and female employees in management compared to ratio of each gender
in total employees.
CATEGORY
B: EQUAL COMPENSATION & WORK LIFE BALANCE
6.
Fair Remuneration: Demonstrates a commitment to ensure payment of a fair wage to all employees, even in those countries that do not legally
require a minimum wage.
7.
Equal Pay: Commitment to provide comparable wages, hours, and benefits, including retirement benefits, for all employees for comparable
work in country of incorporation.
8.
Parental Leave: Paid leave programs for child and dependent care to both women and men (maternity leave, paternity leave, dependent care)
in country of incorporation.
9.
Flexible Work Options: Option for employees to control and/or vary the start/end times of the workday and/or vary the location from which
employees work in country of incorporation.
CATEGORY
C: POLICIES PROMOTING GENDER EQUALITY
10.
Training and Career Development: Ensures equal access to training and career development.
11.
Recruitment Strategy: Commitment to ensure non-discrimination against any type of demographic group. This could be in the form
of an equal opportunities policy, as described by the company.
12.
Freedom from Violence, Abuse and Sexual Harassment: Prohibit all forms of
violence in the workplace, including verbal, physical and sexual harassment.
13.
Safety at Work: Commitment to the safety of employees in the workplace, in travel to and from the workplace, and on company related business,
and ensure the safety of vendors in the workplace.
14.
Human Rights: Commitment to ensure the protection of the rights of all people it works with including employees’ rights to participate
in legal, civic and political affairs.
15.
Social Supply Chain: Commitment to reduce social risks in its supply chain such as forbidding business-related activities that condone,
support, or otherwise participate in human trafficking, including for labor or sexual exploitation
16.
Supplier Diversity: Commitment to ensure diversity in the supply chain, including a focus to ensure female-owned businesses in the supply
chain.
17.
Employee Protection: Systems and policies for the reporting of internal ethical compliance complaints without retaliation or retribution,
including but not limited to access to confidential third-party ethics hotlines or systems for confidential written complaints
CATEGORY
D: COMMITMENT, TRANSPARENCY & ACCOUNTABILITY
18.
Commitment to Women’s Empowerment: Recognition and commitment to ensuring women’s empowerment in the workplace.
19.
Audit: Undertaken and awarded an independent gender audit certificate by an Equileap recognized body.
1
The list of companies that the Council of Ethics for the Norwegian Government Pension Fund Global (the “Pension Fund”) has
recommended excluding from the Pension Fund’s portfolio of investments on the grounds that investment in such companies would be
inconsistent with the Pension Fund’s Ethical Guidelines.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. As with any investment, there is a risk that you could lose all or a portion
of your investment in the Fund. Some or all of these risks may adversely affect the Fund’s net asset value (“NAV”) per
share, trading price, yield, total return, and/or ability to meet its objective. For more information about the risks of investing in
the Fund, see the section in the Fund’s Prospectus titled “Additional Information About the Funds—Principal Risks of
Investing in the Funds.”
An
investment in the Fund entails risk. The Fund may not achieve its investment objective and there is a risk that you could lose all of
your money invested in the Fund. The Fund is not a complete investment program. It is important that investors closely review all of the
risks listed below and understand them before making an investment in the Fund.
Equity
Market Risk. The prices of equity securities fluctuate and may rise or fall rapidly. These price movements may result from factors
affecting individual issuers, industries or the stock market as a whole. In addition, equity markets tend to move in cycles which may
cause stock prices to fall over short or extended periods of time. In a declining stock market, stock prices for all companies may decline,
regardless of their long-term prospects. Common stocks are generally exposed to greater risk than other types of securities, such as preferred
stock and debt obligations, because common stockholders generally have subordinate rights to receive payment from specific issuers.
Gender
Diversity Risk. The returns on a portfolio of securities that excludes companies that are
not gender diverse may trail the returns on a portfolio of securities that includes companies that are not gender diverse. Investing only
in a portfolio of securities that are gender diverse may affect the Fund’s exposure to certain types of investments and may adversely
impact the Fund’s performance depending on whether such investments are in or out of favor in the market.
Tracking
Error Risk. As with all index funds, the performance of the Fund and its Index may differ from each other for a variety of reasons.
For example, the Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition, the Fund may not
be fully invested in all Index constituents at all times or may hold securities not included in the Index.
Index
Performance Risk. The Fund seeks to track an index maintained by a third party provider
unaffiliated with the Fund or the Adviser. There can be no guarantee or assurance that the methodology used by the third party provider
to create the index will result in the Fund achieving high, or even positive, returns. Further, there can be no guarantee that the methodology
underlying the index, or the daily calculation of the index will be free from error. It is also possible that the value of the index may
be subject to intentional manipulation by third-party market participants. The particular index used by the Fund may underperform other
asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the
Fund.
Industry
Concentration Risk. The Fund’s investments will be concentrated in an industry or group of industries to the extent the Underlying
Index is so concentrated. In such an event, the value of the Fund’s Shares may rise and fall more than the value of shares that
are invested in securities or financial instruments of companies that encompass a broader range of industries.
Small-Cap Company
Risk. Investing in the securities of small-cap companies may pose greater market and liquidity risks than larger, more established
companies, because of limited product lines and/or operating history, limited financial resources, limited trading
markets,
and the potential lack of management depth. In addition, the securities of such companies are typically more volatile than securities
of larger capitalization companies.
Mid-Cap Company
Risk. Investing in securities of mid-cap companies may entail greater risks than investments in larger, more established
companies. Mid-cap companies tend to have more narrow product lines, more limited financial resources and a more limited trading
market for their stocks, as compared with larger companies. As a result, their stock prices may decline significantly as market conditions
change.
Passive
Investment Risk. The Fund invests in the securities included in, or representative of, its Index regardless of their investment
merit. The Fund generally purchases and sells securities to reflect changes in the Index, including as a result of index reconstitutions
and rebalances. The Fund does not attempt to outperform its Index or take defensive positions in declining markets. As a result, the Fund’s
performance may be adversely affected by declines in the market segments represented by the Index.
ETF
Risks.
Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions
that are authorized to purchase and redeem Fund shares directly with the Fund (known as Authorized Participants or APs). In addition,
there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events
occur, Fund shares may trade at a material discount to NAV and could face delisting: (i) APs exit the business or otherwise become unable
to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.
Costs
of Buying or Selling Fund Shares. Buying or selling Fund shares involves certain costs,
including brokerage commissions, other charges imposed by brokers, and bid-ask spreads. The bid-ask spread represents the difference between
the price at which an investor is willing to buy Fund shares and the price at which an investor is willing to sell Fund shares. The spread
is generally lower if Fund shares have more trading volume and market liquidity and higher if Fund shares have little trading volume and
market liquidity. Due to the costs of buying or selling Fund shares, frequent trading of Fund shares may reduce investment results and
an investment in Fund shares may not be advisable for investors who anticipate regularly making small investments.
Fund
Shares May Trade at Prices Other Than NAV. As with all ETFs, Fund shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Fund shares will approximate the Fund’s NAV, Fund shares may trade at prices
above (a premium) or below (a discount) NAV due to supply and demand, market volatility or other market factors. Premiums and discounts
may be greater during periods of market volatility, market stress or limited trading activity.
Trading.
Although Fund shares are listed for trading on a national securities exchange and may be traded on other exchanges, there can be no
assurance that Fund shares will trade in active markets, or at all, on any stock exchange. In stressed market conditions, the liquidity
of Fund shares and the liquidity of the Fund’s portfolio holdings may deteriorate.
Asset
Class Risk. Securities in the Underlying Index or in the Fund’s portfolio may underperform in comparison to the general
securities markets or other asset classes.
Counterparty
Risk. To the extent contemplated by its investment strategy, the Fund may use derivative instruments, such as options, swaps, futures
contracts and other instruments, to obtain or manage investment exposure. Derivatives may be subject to counterparty risk, meaning the
risk that a counterparty, clearing member or clearing house will be unwilling or unable to perform its obligations to the Fund due to
bankruptcy, insolvency, financial distress, operational failure or other default. If a counterparty or clearing member defaults, the Fund
may lose the expected benefit of the transaction, experience delays or costs in recovering collateral or other amounts owed to it, or
be required to enter into replacement transactions on less favorable terms, if at all. The Fund also may be unable to implement its investment
strategy effectively if suitable counterparties or clearing members are unavailable.
Economic
and Market Risk. The value of the Fund’s investments and, therefore, the value of the Fund’s shares, may decline due
to changes in global markets. Economies and financial markets throughout the world are 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 the broader 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 rate changes, fluctuation in global demand for particular products or resources, market manipulation or instability,
financial system instability, debt crises and credit 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.
Management
Risk. The Fund is subject to management risk because it is actively managed. In managing the Fund, the portfolio managers will
apply investment techniques and risk analyses that may not produce the desired result. The portfolio managers’ investment decisions
may cause the Fund to underperform its benchmark or other funds with similar investment strategies.
Operational
Risk. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing
and communication errors, errors by the Fund’s service providers, counterparties or other third parties, failed or inadequate processes,
cybersecurity attacks, technology or systems failures and failures or limitations in the use of artificial intelligence (“AI”)
and machine learning technologies. The Fund relies on third parties for a range of services, including custody. Failures or disruptions
in the services provided by third parties may affect the Fund’s ability to implement its investment strategy. Although the Fund
and its service providers seek to reduce these operational risks through controls and procedures, there is no way to completely protect
against such risks.
Limited
Fund Size Risk. The Fund may not attract sufficient assets to achieve or maximize investment and operational efficiencies and remain
viable. If the Fund fails to achieve sufficient scale, it may be liquidated.
Intellectual
Property Risk. The Fund relies on licenses that permit the Adviser to use the Underlying Index and associated trade names, trademarks
and service marks (the “Intellectual Property”) in connection with the investment strategies of the Fund and/or in marketing
and other materials for the Fund. Such licenses may be terminated, and, as a result, the Fund may lose its ability to use the Intellectual
Property. In the event a license is terminated, or the license provider does not have rights to license the Intellectual Property, the
operations of the Fund may be adversely affected.
An
investment in the Fund is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency. As with any
investment company, there is no guarantee that the Fund will achieve its goal.
Performance
The
following performance information provides some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance over time. The bar chart shows the annual returns for the Fund year over year. The table illustrates how the Fund’s
average annual returns for the 1-year, 5-year, and since inception periods compare with those of a broad measure of market performance
and additional benchmarks that are more representative of the Fund’s investment strategy. The Fund’s past performance, before
and after taxes, does not necessarily indicate how it will perform in the future. Updated information about the Fund’s performance
can be found by visiting the Fund’s website at www.impactetfs.org or by calling (844) 954-7733.
|
Date |
% |
|
2019 |
0.308 |
|
2020 |
0.3406 |
|
2021 |
0.247 |
|
2022 |
-0.1801 |
|
2023 |
0.283 |
|
2024 |
0.1706 |
|
2025 |
0.0844 |
Through
September 30, 2026 (the most recently ended quarter for which data is available) the year-to-date return of the Fund was 6.21%.
During
the period of time shown in the bar chart, the Fund’s highest quarterly return was 21.25% for the quarter ended June 30, 2020, and
the lowest quarterly return was -17.91% for the quarter ended March 31, 2020.
Average
Annual Total Returns
For
the Period Ended December
31, 2025
|
|
1
Year |
5
Years |
Since
Inception
(August
24, 2018) |
|
Return
Before Taxes |
8.44% |
10.74% |
14.04% |
|
Return
After Taxes on Distributions |
8.23% |
9.82% |
12.99% |
|
Return
After Taxes on Distributions and Sale of Fund Shares |
5.13% |
8.23% |
11.12% |
|
Russell
1000® Index
(reflects
no deduction for fees, expenses, or taxes)¹ |
17.37% |
13.59% |
14.03% |
|
Morningstar
Women’s Empowerment Index
(reflects
no deduction for fees, expenses, or taxes)² |
9.32% |
11.61% |
12.68% |
|
Morningstar
US Large-Mid Cap Index
(reflects
no deduction for fees, expenses, or taxes)³ |
17.71% |
13.70% |
14.26% |
After-tax
returns are calculated using the historical highest individual federal marginal income tax rates during the period covered by the table
above and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown. After-tax returns shown are not relevant to investors who hold their Shares through tax-deferred or
other tax advantaged arrangements such as an individual retirement account (“IRA”).
Management
Investment
Adviser
Tidal
Investments LLC (the “Adviser”) serves as investment adviser to the Fund.
Portfolio
Managers
The
following individuals are jointly and primarily responsible for the day-to-day
management of the Fund.
Qiao
Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since 2023.
Andy
Hicks, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since 2026.
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only Authorized Participants (APs)
(typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S. cash.
Shares
are listed on a national securities exchange, such as the Exchange, and
individual Shares may only be bought and sold in the secondary market through brokers at market prices, rather than NAV. Because Shares
trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (the “bid”
price) and the lowest price a seller is willing to accept for Shares (the “ask” price) when buying or selling Shares in the
secondary market. This difference in bid and ask prices is often referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on the Exchange at a premium or discount, and
bid-ask spreads can be found on the Fund’s website at .
Tax
Information
Fund
distributions are generally taxable to shareholders as ordinary income, qualified dividend income, or capital gains (or some combination
thereof), unless your investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions
on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Adviser
or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed
to make Intermediaries more knowledgeable about exchange-traded products including the Fund or for other activities, such as marketing,
educational training, or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest
by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not result
in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
DESCRIPTION
OF UNDERLYING INDICES OF THE FUNDS
Additional
information about Underlying Index construction for each Fund is set forth below.
Impact
Shares NAACP Minority Empowerment ETF
Morningstar®
Minority
Empowerment Index (for purposes of this section, the “Underlying Index”)
The
Underlying Index is constructed using a rules-based methodology to select companies from the Morningstar US Large-Mid Cap® Index
(the “Parent Index”), a free float market-cap weighted index that constitutes 90% of the total market capitalization
of the U.S. Market) that have strong minority empowerment practices. Morningstar constructs the Underlying Index using company level indicators,
scores, and indicator relevance weighting from Sustainalytics, the Fund’s ESG research provider, that include certain social criteria
identified and compiled by the NAACP (“NAACP” or the “Partner Nonprofit”) to measure the strength of minority
empowerment practices and products or services for each company within the Parent Index (a company’s “Minority Empowerment
Composite Score”). Based on that scoring, after excluding those companies that Sustainalytics determines (i) derive more than
5% of their revenues from predatory lending activities, (ii) derive more than 5% of their revenues from the production of tobacco
products, (iii) are involved in the production of riot control weapons, (iv) operate correctional facilities or provide security
services, (v) are primarily involved in the production of oil, gas or coal, (vi) are not compliant with the principles of the
UN Global Compact1, or (vii) have a detrimental score for applicable
controversies, the 200 best scoring companies (after applying the optimized weighting methodology discussed below) are selected by Morningstar
as the final underlying index components.
The
Underlying Index is constructed by Morningstar using an optimized weighting methodology. Under this methodology, Morningstar uses a quantitative
process that is designed to determine optimal weights for securities to maximize exposure of companies with higher rankings as to minority
empowerment practices, while maintaining an Underlying Index that exhibits risk and return characteristics similar to those of the Parent
Index. The Index Provider determines the weighting of each security in the Underlying Index using the following variables: Minority Empowerment
Composite Score, market capitalization, maximum and minimum weightings by security and sector. Underlying Index constituents are subject
to a maximum 5% per company weighting.
The
Underlying Index is expected to contain approximately 200 securities, but this number may change. If a company in the Underlying Index
has acted in a manner inconsistent with the selection criteria of the Underlying Index, Morningstar may, in its discretion, after consulting
with Sustainalytics, exclude the company from the Underlying Index between reconstitution periods. Morningstar may also make adjustments
to the Underlying Index in accordance with its internal guidelines to reflect extraordinary corporate events (e.g. mergers and acquisitions,
spin-offs, bankruptcies, insolvencies, and liquidations). The Underlying Index is rebalanced quarterly and reconstituted utilizing the
rules-based methodology described above annually. Rebalancing refers to the process of adjusting the weights of the constituent securities
in the Underlying Index in accordance with its optimized weighting methodology in response to changes in stock value and market capitalization.
Reconstitution
refers to the process of changing the constituent securities in the Underlying Index so that securities that no longer meet the criteria
for the Underlying Index are excluded and new securities that do meet those criteria are included.
The
composition of the Underlying Index is based on the following social screens used in determining the Minority Empowerment Composite Score
that narrows the Index Universe. Each of the social screens for the Minority Fund addresses an issue that has a history of NAACP support.
1. Board
Diversity This indicator provides an assessment of the diversity of a company’s board of directors. Diversity of background
can provide fresh perspectives in the boardroom and lead to better board decision-making.
2. Discrimination
Policy This indicator provides an assessment of the quality of a company’s policy to eliminate discrimination, including
racial discrimination, and ensure equal opportunity.
3. Scope
of Supplier Social Standards This indicator provides a general assessment of whether a company has supply chain/contractor social
policies and the scope of its social standards, including items such as nondiscrimination policies.
1
The UN Global Compact is an arrangement by which companies voluntarily and publicly commit to a set of principles, known as the
Ten Principles of the UN Global Compact, all of which are drawn from key UN Conventions and Declarations, in four areas: (i) human
rights; (ii) labor; (iii) environment; and (iv) anti-corruption.
4. Freedom
of Association Policy This indicator provides an assessment of the quality of a company’s freedom of association and
collective bargaining policy, including its impact on racial minorities.
5. Diversity
Programs This indicator assesses the strength of a company’s initiatives to increase the diversity of its workforce,
including racial diversity.
6. Community
Development Programs This indicator assesses the strength of a company’s local community development programs. It does
not focus on cash donations, but formal programs that promote long-term economic development among communities, including minority communities,
directly affected by the company’s operations.
7. Minority-Inclusive
Health and Safety Management System This indicator assesses the strength of the company’s initiatives to manage employee
health and safety and prevent accidents and occupational illnesses.
8. Conflict
Minerals Programs This indicator measures the strength of a company’s initiatives to eliminate conflict minerals from its
products and its supply chain. The term conflict minerals refers to tantalum (coltan), tin (cassiterite), tungsten (wolframite), and gold
(together, they are commonly referred to as the 3TG), which have originated in conflict-affected or high-risk regions and may be used
to financially support the conflict or human rights abuses.
9.
Media Ethics Programs
This indicator assesses the strength of a company’s initiatives to ensure good governance, ethics, and integrity throughout its
content creation to ensure impartiality, transparency, objectivity, fairness, age-appropriateness, independence, plurality, and inclusiveness
(diversity of content, topics, and viewpoints).
10.
Human Rights Programs
This indicator assesses the strength of the company’s initiatives to comply with its obligation to respect human rights.
11.
Editorial Guidelines This
indicator provides an assessment of the company’s commitment to address media ethics as it relates to the dissemination of content.
This includes the company’s stated values related to the impact of content on protected classes and minorities.
12.
Advertising Ethics This
indicator provides an assessment of the presence and strengths of a company policy on advertising ethics.
13.
Human Capital Development
This indicator assesses the strength of a company’s initiatives to recruit, retain, and develop human capital to avoid a shortage
of skilled labor.
14.
Responsible Product Offering
This indicator assesses the strength of a financial institution’s initiatives to market products and services responsibly, so as
to avoid predatory lending and minimize risks to the customers of such financial institution.
15.
Responsible Marketing Policy
This indicator provides an assessment of the quality of a company’s responsible marketing policy
16.
Human Rights Policy This
indicator provides an assessment of the strength of the company’s commitment to respect human rights in within its sphere of influence.
17.
Gender Pay Equality Programs
This indicator assesses the strength of programs a company has implemented to ensure gender pay equality. This includes initiatives to
identify, measure, and close the gender pay gap.
18.
Gender Pay Disclosure
This indicator assesses the strength of a company’s disclosure related to the gender pay gap.
Impact
Shares Women’s Empowerment ETF
The
Morningstar®
Women’s Empowerment Index (for purposes of this section, the “Underlying Index”)
The
Underlying Index is constructed using a rules-based methodology to select companies from the Morningstar US Large-Mid Cap® Index
(the “Parent Index”) that have strong women’s empowerment practices. The Parent Index is a free float market-cap weighted
index that constitutes 90% of the total market capitalization of the U.S. market. The Parent Index is an equity benchmark designed to
comprehensively represent the performance of the companies incorporated and/or listed in the United States and contains large and mid-capitalization
equities and is designed with the following objectives in mind: (1) transparent and objective rules; (2) full investibility; and (3) low
turnover. Morningstar, Inc. (“Morningstar” or the “Index Provider”) constructs the Underlying Index using company
level indicators, scores, and indicator relevance weighting from Equileap, the Fund’s ESG research provider2, which seek to identify
companies within the Parent Index that rate well with respect women’s empowerment practices and products or services (a company’s
“Gender Diversity Score”). After excluding those companies that Equileap determines are (i) involved in the weapons, gambling,
or tobacco industries, (ii) on the Norwegian Ethics Council List3 or (iii) that have experienced an applicable legal controversy, the
200 best scoring companies (after applying the optimized weighting methodology discussed below) are selected by Morningstar as the final
underlying index components. The Underlying Index is constructed by Morningstar using an optimized weighting methodology. Under this methodology,
Morningstar uses a quantitative process that is designed to determine optimal weights for securities to maximize exposure to companies
with higher rankings as to women’s empowerment practices, while maintaining an Underlying Index that exhibits risk and return characteristics
similar to those of the Parent Index. Morningstar determines the weighting of each security in the Underlying Index using the following
variables: Gender Diversity Score, market capitalization, and maximum and minimum weightings by security and sector. Underlying Index
constituents are subject to a maximum 5% per company weighting.
EQUILEAP
DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DESCRIPTION OF THE FUND CONTAINED HEREIN OR ANY DATA INCLUDED HEREIN AND
EQUILEAP SHALL HAVE NO LIABILITY FOR ANY ERRORS OR OMISSIONS HEREIN. EQUILEAP MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO
BE OBTAINED BY IMPACT SHARES CORP., OWNERS OR USERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE MORNINGSTAR®
WOMEN’S EMPOWERMENT INDEX OR ANY DATA INCLUDED THEREIN. EQUILEAP MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS
ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MORNINGSTAR®
WOMENS EMPOWERMENT INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL EQUILEAP HAVE ANY LIABILITY
FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
2
The Impact Shares Women’s Empowerment ETF (the “Fund”) is not sponsored, endorsed, sold or promoted by Equileap.
Equileap makes no representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding the
advisability of investing in securities generally or in the Fund in particular or the ability of the Morningstar Index to track general
stock market performance. Equileap’s only relationship to Impact Shares Corp. is the licensing of certain service marks and service
names of Equileap. Equileap is not responsible for and has not participated in the determination of the prices and amount of shares of
the Fund or the timing of the issuance or sale of shares of the Fund or in the determination or calculation of the equation by which shares
in the Fund is converted into cash. Equileap has no obligation or liability in connection with the administration, marketing or trading
of the Fund.
3
The list of companies that the Council of Ethics for the Norwegian Government Pension Fund Global (the “Pension Fund”)
has recommended excluding from the Pension Fund’s portfolio of investments on the grounds that investment in such companies would
be inconsistent with the Pension Fund’s Ethical Guidelines.
The
Underlying Index is expected to contain approximately 200 securities, but this number may change. If a company in the Underlying Index
has acted in a manner inconsistent with the selection criteria of the Underlying Index, Morningstar may, in its discretion, after consulting
with Equileap, exclude the company from the Underlying Index between reconstitution periods.
Morningstar
may also make adjustments in accordance with its internal guidelines to reflect extraordinary corporate events (e.g. mergers and acquisitions,
spin-offs, bankruptcies, insolvencies, and liquidations). The Underlying Index is rebalanced quarterly and reconstituted utilizing the
rules-based methodology described above annually. Rebalancing refers to the process of adjusting the weights of the constituent securities
in the Underlying Index in accordance with its optimized weighting methodology in response to changes in stock value and market capitalization.
Reconstitution refers to the process of changing the constituent securities in the Underlying Index so that securities that no longer
meet the criteria for the Underlying Index are excluded and new securities that do meet those criteria are included.
The
composition of the Underlying Index is based on the following social screens used in determining the Gender Diversity Score that narrows
the universe of companies included in the Parent Index. Equileap determines a company’s Gender Diversity Score based upon its analysis
of publicly available information, as reported by such company in its most recent annual report for its fiscal year end.
CATEGORY
A: GENDER BALANCE IN LEADERSHIP & WORKFORCE
1. Non-Executive Board:
Percentage of male and female as a proportion of the total number of non-executive Board members, as of the fiscal year end
wherever available, otherwise as of the date of the latest filing.
2.
Executives: Percentage of male and female executives as a proportion of the total number of executives, as of the fiscal year end wherever
available, otherwise as of the date of the latest filing Executives are either defined by the company or represent those individuals that
form the company executive committee/ board, management committee/board or equivalent.
3.
Senior Management: Percentage of male and female senior management, as a proportion of the total number of senior management, as of the
fiscal year end wherever available, otherwise as of the date of the latest filing. Senior management are defined and reported by the company.
4.
Workforce: Percentage of male and female employees at the company, as a percentage of total employees.
5.
Promotion & Career Development Opportunities: Ratio of male and female employees in management compared to ratio of each gender
in total employees.
CATEGORY
B: EQUAL COMPENSATION & WORK LIFE BALANCE
6.
Fair Remuneration: Demonstrates a commitment to ensure payment of a fair wage to all employees, even in those countries that do not legally
require a minimum wage.
7.
Equal Pay: Commitment to provide comparable wages, hours, and benefits, including retirement benefits, for all employees for comparable
work in country of incorporation.
8.
Parental Leave: Paid leave programs for child and dependent care to both women and men (maternity leave, paternity leave, dependent care)
in country of incorporation.
9.
Flexible Work Options: Option for employees to control and/or vary the start/end times of the workday and/or vary the location from which
employees work in country of incorporation.
CATEGORY
C: POLICIES PROMOTING GENDER EQUALITY
10.
Training and Career Development: Ensures equal access to training and career development.
11.
Recruitment Strategy: Commitment to ensure non-discrimination against any type of demographic group. This could be in the form
of an equal opportunities policy, as described by the company.
12.
Freedom from Violence, Abuse and Sexual Harassment: Prohibit all forms of violence in the workplace, including verbal, physical and sexual
harassment.
13.
Safety at Work: Commitment to the safety of employees in the workplace, in travel to and from the workplace, and on company related business,
and ensure the safety of vendors in the workplace.
14.
Human Rights: Commitment to ensure the protection of the rights of all people it works with including employees’ rights to participate
in legal, civic and political affairs.
15.
Social Supply Chain: Commitment to reduce social risks in its supply chain such as forbidding business-related activities that condone,
support, or otherwise participate in human trafficking, including for labor or sexual exploitation
16.
Supplier Diversity: Commitment to ensure diversity in the supply chain, including a focus to ensure female-owned businesses in the supply
chain.
17.
Employee Protection: Systems and policies for the reporting of internal ethical compliance complaints without retaliation or retribution,
including but not limited to access to confidential third-party ethics hotlines or systems for confidential written complaints
CATEGORY
D: COMMITMENT, TRANSPARENCY & ACCOUNTABILITY
18.
Commitment to Women’s Empowerment: Recognition and commitment to ensuring women’s empowerment in the workplace.
19.
Audit: Undertaken and awarded an independent gender audit certificate by an Equileap recognized body.
PRINCIPAL
INVESTMENTS OF THE FUNDS
The
following is a description of principal investment practices in which each Fund may engage. Any references to investments made by a Fund
include those that may be made both directly by the Fund and indirectly by the Fund (e.g., through its investments in other pooled investment
vehicles). Please see “Principal Risks” below for the risks associated with each of the principal investment practices.
Please
see the “Principal Investment Strategies” section under “Fund Summary” above for a complete discussion of each
Fund’s principal investment strategies. The Funds may invest in various types of securities and engage in various investment techniques
which are not the principal focus of the Fund and therefore are not described in this Prospectus. These securities, techniques and practices,
together with their risks, are described in the Statement of Additional Information (the “SAI”), which you may obtain free
of charge by contacting shareholder services (see the back cover of this Prospectus for the address and phone number).
The
Adviser seeks to track the performance of each Fund’s Underlying Index as closely as possible (i.e., obtain a high degree of correlation
with the Underlying Index). A number of factors may affect the Fund’s ability to achieve a high degree of correlation with its Underlying
Index, and there can be no guarantee that the Fund will achieve a high degree of correlation with its Index. The Adviser will utilize
a sampling strategy in managing each Fund. Sampling means that the Adviser uses quantitative analysis to select securities, including
securities in each Underlying Index, outside of each Underlying Index that have a similar investment profile as each Underlying Index
in terms of key risk factors, performance attributes and other economic characteristics. These include industry weightings, market capitalization,
and other financial characteristics of securities. The quantity of holdings in the Fund will be based on a number of factors, including
asset size of each Fund. In addition, from time to time, securities are added to or removed from each Underlying Index. The Adviser may
sell securities that are represented in an Index, or purchase securities that are not yet represented in each Underlying Index, in anticipation
of their removal from or addition to an Index. Further, the Adviser may choose to overweight securities in each Underlying Index, purchase
or sell securities not in an Index, or utilize various combinations of other available techniques, in seeking to track each Underlying
Index.
The
Board of Trustees (the “Board”) of the Tidal Trust III (formerly known as Impact Shares Trust I) (the “Trust”)
may change a Fund’s investment objective, investment strategy, Underlying Index, its 80% investment policy, and other policies without
shareholder
approval,
except as otherwise indicated in this Prospectus or in the SAI. A Fund will provide shareholders with written notice at least 60 days
prior to changing its investment objective or its 80% investment policy.
Neither
Fund is intended to be a complete investment program.
Percentage
limitations in a Fund’s investment strategies apply at the time of purchase of securities.
DESCRIPTION
OF RISKS
Factors
that may affect a Fund’s portfolio as a whole are called “principal risks” and are summarized in this section. This
summary describes the nature of these principal risks and certain related risks, but is not intended to include every potential risk.
The Funds could be subject to additional risks because the types of investments each makes may change over time. The SAI includes more
information about the Funds and their investments. The Funds are not intended to be a complete investment program. All of the risks below
apply to both Funds except as indicated in certain parentheticals below.
Asset
Class Risk. The securities in an Underlying Index or in a Fund’s portfolio may underperform the returns of other securities
or indices that track other countries, regions, industries, groups of industries, markets, asset classes or sectors. Various types of
securities or indices tend to experience cycles of outperformance and underperformance in comparison to general securities markets.
Counterparty
Risk. To the extent contemplated by its investment strategy, the Fund may use derivative instruments, such as options contracts,
swap agreements and other derivative instruments, and is therefore subject to counterparty risk. The Fund may enter into derivatives transactions
either through an exchange or clearing house or directly with a bank, broker-dealer or other counterparty. With respect to derivatives
transactions that are not centrally cleared, including certain swap agreements and other over-the-counter derivatives, the Fund is subject
to the risk that its counterparty will be unwilling or unable to perform its obligations, including due to bankruptcy, insolvency, financial
distress, operational failure or other default. If a counterparty defaults, the Fund may lose the expected benefit of the transaction,
experience delays or costs in recovering collateral or other amounts owed to it, and be required to enter into replacement transactions
on less favorable terms, if at all. Transactions in some types of derivatives, including certain options and swaps, are required to be
centrally cleared (“cleared derivatives”). In a transaction involving cleared derivatives, the Fund’s counterparty is
a clearing house rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house
(“clearing members”) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts
at clearing members. In cleared derivatives positions, the Fund will make payments (including margin payments) to and receive payments
from a clearing house through its accounts at clearing members. Customer funds held at a clearing organization in connection with cleared
derivatives are held in a commingled omnibus account and are not identified in the name of the clearing member’s individual customers.
As a result, assets deposited by the Fund with any clearing member as margin for cleared derivatives may, in certain circumstances, be
used to satisfy losses of other clients of the Fund’s clearing member. In addition, although clearing members guarantee performance
of their clients’ obligations to the clearing house, there is a risk that the assets of the Fund might not be fully protected in
the event of the clearing member’s bankruptcy, as the Fund would be limited to recovering only a pro rata share of all available
funds segregated on behalf of the clearing member’s customers for the relevant account class. The Fund is also subject to the risk
that a limited number of clearing members are willing to transact on the Fund’s behalf, which heightens the risks associated with
a clearing member’s default. If a clearing member defaults, the Fund could lose some or all of the benefits of a transaction entered
into by the Fund through the clearing member. If the Fund cannot find a clearing member to transact on the Fund’s behalf, the Fund
may be unable to effectively implement its investment strategy.
Equity
Market Risk. The prices of equity securities fluctuate and may rise or fall rapidly. These price movements may result from factors
affecting individual issuers, industries or the stock market as a whole. In addition, equity markets tend to move in cycles which may
cause stock prices to fall over short or extended periods of time. In a declining stock market, stock prices for all companies may decline,
regardless of their long-term prospects. Common stocks are generally exposed to greater risk than other types of securities, such as preferred
stock and debt obligations, because common stockholders generally have subordinate rights to receive payment from specific issuers.
Economic
and Market Risk. The value of the Fund’s investments and, therefore, the value of the Fund’s shares, may decline due
to changes in global markets. Economies and financial markets throughout the world are 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 the broader 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 rate changes, fluctuation in global demand for particular products or resources, market manipulation or instability, financial
system instability, debt crises and credit 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.
ETF
Risks.
Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions
that are authorized to purchase and redeem Fund shares directly with the Fund (known as Authorized Participants or APs). In addition,
there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events
occur, Fund shares may trade at a material discount to NAV and could face delisting: (i) APs exit the business or otherwise become unable
to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.
Costs
of Buying or Selling Fund Shares. Buying or selling Fund shares involves certain costs,
including brokerage commissions, other charges imposed by brokers, and bid-ask spreads. The bid-ask spread represents the difference between
the price at which an investor is willing to buy Fund shares and the price at which an investor is willing to sell Fund shares. The spread
is generally lower if Fund shares have more trading volume and market liquidity and higher if Fund shares have little trading volume and
market liquidity. Due to the costs of buying or selling Fund shares, frequent trading of Fund shares may reduce investment results and
an investment in Fund shares may not be advisable for investors who anticipate regularly making small investments.
Fund
Shares May Trade at Prices Other Than NAV. As with all ETFs, Fund shares may be bought and
sold in the secondary market at market prices. Although it is expected that the market price of Fund shares will approximate the Fund’s
NAV, Fund shares may trade at prices above (a premium) or below (a discount) NAV due to supply and demand, market volatility or other
market factors. Premiums and discounts may be greater during periods of market volatility, market stress or limited trading activity.
Trading.
Although Fund shares are listed for trading on a national securities exchange and may be traded on other exchanges, there can be no
assurance that Fund shares will trade in active markets, or at all, on any stock exchange. In stressed market conditions, the liquidity
of Fund shares and the liquidity of the Fund’s portfolio holdings may deteriorate.
Ethnic
Diversity Risk (Minority ETF only). The returns on a portfolio of securities that excludes companies that are not ethnically diverse
may trail the returns on a portfolio of securities that includes companies that are not ethnically diverse. Investing only in a portfolio
of securities that are ethnically diverse may affect the Fund’s exposure to certain types of investments and may adversely impact
the Fund’s performance depending on whether such investments are in or out of favor in the market.
Gender
Diversity Risk (Women’s ETF only). The returns on a portfolio of securities that excludes companies that are not gender diverse
may trail the returns on a portfolio of securities that includes companies that are not gender diverse. Investing only in a portfolio
of securities that are gender diverse may affect the Fund’s exposure to certain types of investments and may adversely impact the
Fund’s performance depending on whether such investments are in or out of favor in the market.
Index
Performance Risk. The Fund seeks to track an index maintained by a third party provider
unaffiliated with the Fund or the Adviser. There can be no guarantee or assurance that the methodology used by the third party provider
to create the index will result in the Fund achieving high, or even positive, returns. Further, there can be no guarantee that the methodology
underlying the index, or the daily calculation of the index will be free from error. It is also possible that the value of the index may
be subject to intentional manipulation by third-party market participants. The particular index used by the Fund may underperform other
asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the
Fund.
Tracking
Error Risk. The performance of the Fund and its Index may differ for a variety of reasons. For example, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index. Other factors, such as the Fund’s cash holdings, differences
in the timing of portfolio transactions and differences in the valuation of portfolio holdings may also contribute to tracking error.
As a result, the Fund may not track the performance of the Index as closely as expected.
Industry
Concentration Risk. A Fund’s investments will be concentrated in an industry or group of industries to the extent the Underlying
Index is so concentrated. In such an event, the value of the Fund’s Shares may rise and fall more than the value of shares that
are invested in securities or financial instruments of companies that encompass a broader range of industries. The performance of a Fund
if it invests a significant portion of its assets in a particular sector or industry may be closely tied to the performance of companies
in a limited number of sectors or industries. Companies in a single sector often share common characteristics, are faced with the same
obstacles, issues and regulatory burdens and their securities may react similarly to adverse market conditions. The price movements of
investments in a particular sector or industry may be more volatile than the price movements of more broadly diversified investments.
Intellectual
Property Risk. The Fund relies on licenses that permit the Adviser to use the Underlying Index and associated trade names, trademarks
and service marks (the “Intellectual Property”) in connection with the investment strategies of the Fund and/or in marketing
and other materials for the Fund. Such licenses may be terminated, and, as a result, the Fund may lose its ability to use the Intellectual
Property. In the event a license is terminated, or the license provider does not have rights to license the Intellectual Property, the
operations of the Fund may be adversely affected.
Limited
Fund Size Risk. The Funds may not attract sufficient assets to achieve or maximize investment and operational efficiencies and
remain viable. If a Fund fails to achieve sufficient scale, it may be liquidated.
Management
Risk. The Fund is subject to management risk because it is actively managed. In managing the Fund, the portfolio managers will
apply investment techniques and risk analyses that may not produce the desired result. The portfolio managers’ investment decisions
may cause the Fund to underperform its benchmark or other funds with similar investment strategies.
Mid-Cap
Company Risk. Investing in securities of mid-cap companies may entail greater risks than investments in larger, more established
companies. Mid-cap companies tend to have more narrow product lines, more limited financial resources and a more limited trading market
for their stocks, as compared with larger companies. As a result, their stock prices may decline significantly as market conditions change.
Operational
Risk. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing
and communication errors, errors by the Fund’s service providers, counterparties or other third parties, failed or inadequate processes,
cybersecurity attacks, technology or systems failures and failures or limitations in the use of artificial intelligence (“AI”)
and machine learning technologies. The Fund relies on third parties for a range of services, including custody. Failures or disruptions
in the services provided by third parties may affect the Fund’s ability to implement its investment strategy. Although the Fund
and its service providers seek to reduce these operational risks through controls and procedures, there is no way to completely protect
against such risks.
Passive
Investment Risk. The Fund invests in the securities included in, or representative of, its Index regardless of their investment
merit. The Fund generally purchases and sells securities to reflect changes in the Index, including as a result of index reconstitutions
and rebalances. The Fund does not attempt to outperform its Index or take defensive positions in declining markets. As a result, the Fund’s
performance may be adversely affected by declines in the market segments represented by the Index.
Small-Cap
Company Risk. Investing in the securities of small-cap companies may pose greater market and liquidity risks than larger, more
established companies, because of limited product lines and/or operating history, limited financial resources, limited trading markets,
and the potential lack of management depth. In addition, the securities of such companies are typically more volatile than securities
of larger capitalization companies.
PORTFOLIO
HOLDINGS INFORMATION
Information
about the Fund’s daily portfolio holdings is available on the Fund’s website at www.impactetfs.org.
A complete description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings
is available in the Fund’s Statement of Additional Information (the “SAI”).
Investment
Adviser
Tidal
Investments LLC (the “Adviser” or “Tidal”), a Tidal Financial Group company, located at 234 West Florida Street,
Suite 700, Milwaukee, Wisconsin 53204, is an SEC-registered investment adviser and a Delaware limited liability company. Tidal was founded
in March 2012 and Tidal is dedicated to understanding, researching and managing assets within the expanding ETF universe. As of September
30, 2026, Tidal had assets under management of approximately $62.8 billion
and served as the investment adviser or sub-adviser for 443 registered
funds.
Pursuant
to an investment advisory agreement between the Trust, on behalf of the Funds, and the Adviser (the “Advisory Agreement”),
the Adviser has responsibility for overseeing the management and business affairs of the Funds. The Adviser places securities (and financial
instrument) trades and selects the broker-dealers to effect those trades on behalf of the Funds.
For
the services provided to the Funds, the Funds pay the Adviser a unitary management fee, which is calculated daily and paid monthly, at
an annual rate set forth in the table below based on each Fund’s average daily net assets.
|
Fund
Name |
Unitary
Management Fee |
|
Impact
Shares NAACP Minority Empowerment ETF |
0.49% |
|
Impact
Shares Women’s Empowerment ETF |
0.75% |
Under
the Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser has agreed to pay all expenses incurred
by such Fund except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions
and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund
fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and expenses paid by a Fund under any distribution
plan adopted pursuant to Rule 12b-1 under the 1940 Act, and the unitary management fee payable to the Adviser (collectively, the “Excluded
Expenses”).
Advisory
Agreement
A
discussion regarding the basis for the Board’s approval of the Funds’
Advisory Agreement is available in the Funds’
Annual filing on Form N-CSR for the period ending June
30, 2026.
Portfolio
Managers
Qiao
Duan and Andy Hicks, portfolio managers for the Adviser, are jointly and primarily responsible for the day-to-day management of the Funds.
Qiao
Duan, CFA, Portfolio Manager for the Adviser
Ms.
Qiao Duan serves as Portfolio Manager at the Adviser, having joined the firm in October 2020. From February 2017 to October 2020, she
was an execution Portfolio Manager at Exponential ETFs, where she managed research and analysis relating to all Exponential ETF strategies.
Ms. Duan previously served as a portfolio manager for the Exponential ETFs from their inception in May 2019 until October 2020. Ms. Duan
received a Master of Science in Quantitative Finance and Risk Management from the University of Michigan in 2016 and a Bachelor of Science
in Mathematics and Applied Mathematics from Xiamen University in 2014. She holds the CFA designation.
Andy
Hicks, Portfolio Manager for the Adviser
Mr.
Hicks serves as SVP of Trading for the Adviser, having joined the Adviser in 2025. Mr. Hicks previously served as Director of ETF Portfolio
Management, Trading, and Research at SS&C ALPS Advisors for over ten years. Prior to SS&C ALPS Advisors, Mr. Hicks held roles
as a Senior Equity Trader and Research Analyst with Virtus Investment Partners, specializing in equity and ETF trading, and a head equity
trader for SCM Advisors. With over 20 years of experience, Mr. Hicks holds an accounting/finance degree from Miami University (Ohio) and
an MBA in Finance from the University of Colorado - Denver.
CFA®
is a registered trademark owned by the CFA Institute.
The
Funds' SAI provides additional information about each Portfolio Manager’s compensation structure, other accounts that each Portfolio
Manager manages, and each Portfolio Manager’s ownership of Shares.
About
the NAACP
Founded
on February 12, 1909, the NAACP is the nation’s oldest, largest and most widely recognized grassroots-based civil rights organization.
Its more than half-million members and supporters throughout the United States and the world are the premier advocates for civil rights
in their communities, campaigning for equal opportunity and conducting voter mobilization. The NAACP seeks:
●
To ensure the political, educational, social, and economic equality of all citizens;
●
To achieve equality of rights and eliminate race prejudice among the citizens of the United States;
●
To remove all barriers of racial discrimination through democratic processes;
●
To seek enactment and enforcement of federal, state, and local laws securing civil rights;
●
To inform the public of the adverse effects of racial discrimination and to seek its elimination; and
●
To educate persons as to their constitutional rights and to take all lawful action to secure the exercise thereof, and to
take any other lawful action in furtherance of these objectives, consistent with the NAACP’s Articles of Incorporation and this Constitution.
Shares
of the Impact Shares NAACP Minority Empowerment ETF are not sponsored, endorsed or promoted by NAACP. NAACP makes no representation or
warranty, express or implied, to the owners of shares of this Fund or any member of the public regarding the ability of this Fund to track
the performance of its Underlying Index or the ability of its Underlying Index to meet or exceed stock market performance. NAACP has no
obligation or liability in connection with the administration, marketing or trading of shares of this Fund. NAACP is not an investment
adviser. Inclusion of a security within this Fund’s Underlying Index is not a recommendation by NAACP to buy, sell or hold such
security, nor is it considered to be investment advice. NAACP does not guarantee the accuracy and/or the completeness of the Underlying
Index or any data included therein.
HOW
TO BUY AND SELL SHARES
Each
Fund issues and redeems Shares only in Creation Units at the NAV per share next determined after receipt of an order from an AP. Only
APs may acquire Shares directly from a Fund, and only APs may tender their Shares for redemption directly to the Funds, at NAV. APs must
be a member or participant of a clearing agency registered with the SEC and must execute a Participant Agreement that has been agreed
to by the Distributor (defined below), and that has been accepted by a Fund’s transfer agent, with respect to purchases and redemptions
of Creation Units. Once created, Shares trade in the secondary market in quantities less than a Creation Unit.
In
order to purchase Creation Units of a Fund, an AP must generally deposit a designated portfolio of equity securities (the “Deposit
Securities”) and/or a designated amount of U.S. cash. Purchases and redemptions of Creation Units primarily with cash, rather than
through in-kind delivery of portfolio securities, may cause the Funds to incur certain costs. These costs could include brokerage costs
or taxable gains or losses that it might not have incurred if it had made redemption in-kind. These costs could be imposed on a Fund,
and thus decrease the Fund’s NAV, to the extent that the costs are not offset by a transaction fee payable by an AP. Most investors
buy
and
sell Shares in secondary market transactions through brokers. Individual Shares are listed for trading on the secondary market on the
applicable Exchange and can be bought and sold throughout the trading day like other publicly traded securities.
When
buying or selling Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or all of
the spread between the bid and the offer price in the secondary market on each leg of a round trip (purchase and sale) transaction. In
addition, because secondary market transactions occur at market prices, you may pay more than NAV when you buy Shares, and receive less
than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”) or its
nominee is the record owner of all outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all
Shares. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions
that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive
physical delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares.
Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants. These procedures
are the same as those that apply to any other securities that you hold in book-entry or “street name” through your brokerage
account.
Frequent
Purchases and Redemptions of Shares
None
of the Funds imposes any restrictions on the frequency of purchases and redemptions of Shares. In determining not to approve a written,
established policy, the Board evaluated the risks of market timing activities by a Fund’s shareholders. Purchases and redemptions
by APs, who are the only parties that may purchase or redeem Shares directly with a Fund, are an essential part of the ETF process and
help keep Share trading prices in line with the NAV. As such, the Funds accommodate frequent purchases and redemptions by APs. However,
the Board has also determined that frequent purchases and redemptions for cash may increase tracking error and portfolio transaction costs
and may lead to the realization of capital gains. To minimize these potential consequences of frequent purchases and redemptions, each
Fund employs fair value pricing and may impose transaction fees on purchases and redemptions of Creation Units to cover the custodial
and other costs incurred by such Fund in effecting trades. In addition, the Funds and the Adviser reserve the right to reject any purchase
order at any time.
Determination
of Net Asset Value
Each
Fund’s NAV is calculated as of the scheduled close of regular trading on the New York Stock Exchange (“NYSE”), generally
4:00 p.m. Eastern Time, each day the NYSE is open for regular business. The NAV for the Funds is calculated by dividing such Fund’s
net assets by its Shares outstanding.
In
calculating its NAV, each Fund generally value its assets on the basis of market quotations, last sale prices, or estimates of value furnished
by a pricing service or brokers who make markets in such instruments. When market valuations are not “readily available” or
are deemed to be unreliable, consistent with Rule 2a-5 under the 1940 Act, the Trust and the Adviser have adopted procedures and methodologies
wherein the Adviser, serving as the Fund’s Valuation Designee (see below), determines the fair value of Fund investments.
Fair
Value Pricing
The
Board has designated the Adviser as the “valuation designee” for the Fund under Rule 2a-5 of the 1940 Act, subject to its
oversight. The Adviser has adopted procedures and methodologies, which have been approved by the Board, to fair value Fund investments
whose market prices are not “readily available” or are deemed to be unreliable. For example, such circumstances may arise
when: (i) an investment has been delisted or has had its trading halted or suspended; (ii) an investment’s primary pricing source
is unable or unwilling to provide a price; (iii) an investment’s primary trading market is closed during regular market hours; or
(iv) an investment’s value is materially affected by events occurring after the close of the investment’s primary trading
market. Generally, when fair valuing an investment, the Adviser will take into account all reasonably available information that may be
relevant to a
particular
valuation including, but not limited to, fundamental analytical data regarding the issuer, information relating to the issuer’s
business, recent trades or offers of the investment, general and/or specific market conditions, and the specific facts giving rise to
the need to fair value the investment. Fair value determinations are made in good faith and in accordance with the fair value methodologies
included in the Adviser’s valuation procedures. The Adviser will fair value Fund investments whose market prices are not “readily
available” or are deemed to be unreliable. Due to the subjective and variable nature of fair value pricing, there can be no assurance
that the Adviser will be able to obtain the fair value assigned to the investment upon the sale of such investment.
Investments
by Other Registered Investment Companies in the Funds
Section 12(d)(1)
of the 1940 Act restricts investments by registered investment companies in the securities of other investment companies, including Shares.
Registered investment companies are permitted to invest in the Funds beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions of rules under the 1940 Act, including that such investment companies enter into an agreement with the Fund.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual
investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their
accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested
in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer.
If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
The
Funds intend to pay out dividends and interest income, if any, annually,
and distribute any net realized capital gains to their shareholders at least annually.
The
Funds will declare and pay income and capital gain distributions, if any, in cash. Distributions in cash may be reinvested automatically
in additional whole Shares only if the broker through whom you purchased Shares makes such option available. Your broker is responsible
for distributing the income and capital gain distributions to you.
Taxes
The
following discussion is a summary of some important U.S. federal income tax considerations generally applicable to investments in the
Funds. Your investment in a Fund may have other tax implications. Please consult your tax advisor about the tax consequences of an investment
in Shares, including the possible application of foreign, state, and local tax laws.
Each
Fund has elected and intends to qualify each year for treatment as a regulated investment company (a “RIC”) under the Internal
Revenue Code of 1986, as amended (the “Code”). If it meets certain minimum distribution requirements, a RIC is not subject
to tax at the fund level on income and gains from investments that are timely distributed to shareholders. However, a Fund’s failure
to qualify as a RIC or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund-level
taxation and, consequently, a reduction in income available for distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged account, such as an IRA plan, you need to be aware of
the possible tax consequences when a Fund makes distributions, when you sell your Shares listed on the applicable Exchange, and when you
purchase or redeem Creation Units (institutional investors only).
The
following general discussion of certain U.S. federal income tax consequences is based on provisions of the Code and the regulations issued
thereunder as in effect on the date of this Prospectus. New legislation, as well as administrative changes or court decisions, may significantly
change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.
Taxes
on Distributions. For federal income tax purposes, distributions of net investment income
are generally taxable to shareholders as ordinary income or qualified dividend income. Taxes on distributions of net capital gains (if
any) are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned their
Shares. Sales of assets held by a Fund for more than one year generally result in long-term capital gains and losses, and sales of assets
held by such Fund for one year or less generally result in short-term capital gains and losses. Distributions of a Fund’s net capital
gain (the excess of net long-term capital gains over net short-term capital losses) that are reported by such Fund as capital gain dividends
(“Capital Gain Dividends”) will be taxable to shareholders as long-term capital gains. Distributions of short-term capital
gain will generally be taxable to shareholders as ordinary income. Dividends and distributions are generally taxable to you whether you
receive them in cash or reinvest them in additional Shares.
Distributions
reported by a Fund as “qualified dividend income” are generally taxed to non-corporate shareholders at rates applicable to
long-term capital gains, provided certain holding period and other requirements are met. “Qualified dividend income” generally
is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that a Fund receives in respect of stock of
certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market.
Corporate shareholders may be entitled to a dividends-received deduction for the portion of dividends they receive from a Fund that are
attributable to dividends received by such Fund from U.S. corporations, subject to certain limitations.
Shortly
after the close of each calendar year, you will be informed of the character of any distributions received from a Fund.
In
addition to the federal income tax, certain individuals, trusts, and estates may be subject to a Net Investment Income (“NII”)
tax of 3.8%. The NII tax is imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to
such income; or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for
married individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately). Each Fund’s
distributions are includable in a shareholder’s investment income for purposes of this NII tax. In addition, any capital gain realized
by a shareholder upon a sale or redemption of shares of a Fund is includable in such shareholder’s investment income for purposes
of this NII tax.
In
general, your distributions are subject to federal income tax for the year in which they are paid. Certain distributions paid in January,
however, may be treated as paid on December 31 of the prior year. Distributions are generally taxable even if they are paid from income
or gains earned by a Fund before your investment (and thus were included in the Shares’ NAV when you purchased your Shares).
You
may wish to avoid investing in a Fund shortly before a dividend or other distribution, because such a distribution will generally be taxable
even though it may economically represent a return of a portion of your investment.
If
you are neither a resident nor a citizen of the United States or if you are a foreign entity, distributions (other than Capital Gain Dividends)
paid to you by a Fund will generally be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty rate applies. The
Funds may, under certain circumstances, report all or a portion of a dividend as an “interest-related dividend” or a “short-term
capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements
are met.
Under
the Foreign Account Tax Compliance Act (“FATCA”), the Funds may be required to withhold a generally nonrefundable 30% tax
on (i) distributions of net investment income and (ii) distributions of net capital gain and the gross proceeds of a sale or redemption
of Shares of a Fund paid to (A) certain “foreign financial institutions” unless such foreign financial institution agrees
to verify, monitor, and report to the Internal Revenue Service (“IRS”) the identity of certain of its account-holders, among
other items (or unless such entity is otherwise deemed compliant under the terms of an intergovernmental agreement between the United
States and the foreign financial institution’s country of residence), and (B) certain “non-financial foreign entities”
unless such entity certifies to the Fund that it does not have any substantial U.S. owners or provides the name, address, and taxpayer
identification number of each substantial U.S. owner, among other items. This FATCA withholding tax could also affect a Fund’s return
on its investments in foreign securities or affect a shareholder’s return if the shareholder holds its Fund shares through a foreign
intermediary. You are urged to consult your tax adviser regarding the application of this FATCA withholding tax to your investment in
a Fund and the potential
certification,
compliance, due diligence, reporting, and withholding obligations to which you may become subject in order to avoid this withholding tax.
Each
Fund (or a financial intermediary, such as a broker, through which a shareholder owns Shares) generally is required to withhold and remit
to the U.S. Treasury a percentage of the taxable distributions and sale or redemption proceeds paid to any shareholder who fails to properly
furnish a correct taxpayer identification number, who has underreported dividend or interest income, or who fails to certify that they
are not subject to such withholding.
Taxes
When Shares are Sold on an Exchange
Any
capital gain or loss realized upon a sale of Shares generally is treated as a long-term capital gain or loss if Shares have been held
for more than one year and as a short-term capital gain or loss if Shares have been held for one year or less. However, any capital loss
on a sale of Shares held for six months or less is treated as long-term capital loss to the extent of Capital Gain Dividends paid with
respect to such Shares. Any loss realized on a sale will be disallowed to the extent Shares of a Fund are acquired, including through
reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after the sale of substantially identical Shares.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax purposes who exchanges securities for Creation Units
generally recognizes a gain or a loss. The gain or loss will be equal to the difference between the value of the Creation Units at the
time of the exchange and the exchanging AP’s aggregate basis in the securities delivered plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally recognize a gain or loss equal to the difference between
the exchanging AP’s basis in the Creation Units and the aggregate U.S. dollar market value of the securities received, plus any
cash received for such Creation Units. The IRS may assert, however, that a loss that is realized upon an exchange of securities for Creation
Units may not be currently deducted under the rules governing “wash sales” (for an AP who does not mark-to-market their holdings)
or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own
tax advisor with respect to whether wash sale rules apply and when a loss might be deductible.
Any
capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if Shares comprising
the Creation Units have been held for more than one year and as a short-term capital gain or loss if such Shares have been held for one
year or less.
The
Funds may include a payment of cash in addition to, or in place of, the delivery of a basket of securities upon the redemption of Creation
Units. The Funds may sell portfolio securities to obtain the cash needed to distribute redemption proceeds. This may cause a Fund to recognize
investment income and/or capital gains or losses that it might not have recognized if it had completely satisfied the redemption in-kind.
As a result, a Fund may be less tax efficient if it includes such a cash payment in the proceeds paid upon the redemption of Creation
Units.
Important
Tax Considerations When Purchasing Fund Shares
If
you are investing through a taxable account, you should carefully consider the timing of your investment relative to a Fund’s distribution
schedule. Purchasing Fund shares shortly before a distribution may increase your tax liability, a situation commonly referred to as “buying
a dividend.”
When
a Fund makes a distribution, its share price typically drops by an amount roughly equal to the distribution. As a hypothetical example,
if you invest $5,000 to purchase 250 shares at $20 per share on December 15, and a Fund pays a $1 per share distribution on December 16,
the share price would adjust to $19 (ignoring market fluctuations). Although your total investment value remains $5,000 (250 shares ×
$19 in share value plus 250 shares × $1 distribution), you would owe taxes on the $250 distribution, even if you reinvest the distribution
rather than receiving it in cash.
Distributions
are taxable to shareholders even if they are paid from income or gains realized by a Fund before you invested, and even if they were reflected
in the purchase price of the shares. Consequently, you may incur taxes on income or gains that accrued before your investment, without
corresponding benefit.
Unless
you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement plan, you may wish to avoid purchasing
Fund shares shortly before a distribution. You can minimize the potential tax impact by reviewing the relevant Fund’s distribution
schedule prior to investing. When available, information about the Funds' distribution schedule can be found on the Funds’ website
at www.impactetfs.org.
The
foregoing discussion summarizes some of the possible consequences under current federal tax law of an investment in the Funds. It is not
a substitute for personal tax advice. You also may be subject to foreign, state and local tax on Fund distributions and sales of Shares.
Consult your personal tax advisor about the potential tax consequences of an investment in Shares under all applicable tax laws. For more
information, please see the section entitled “Federal Income Taxes” in the SAI.
DISTRIBUTION
Foreside
Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group (dba ACA Group) (the “Distributor”), the Funds’
distributor, is a broker-dealer registered with the SEC. The Distributor distributes Creation Units for the Fund on an agency basis and
does not maintain a secondary market in Shares. The Distributor has no role in determining the policies of the Funds or the securities
that are purchased or sold by the Funds. The Distributor’s principal address is 190 Middle Street, Suite 301, Portland, Maine 04101.
The
Board has adopted a Distribution (Rule 12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with
the Plan, the Funds are authorized to pay an amount up to 0.25% of its average daily net assets each year to pay distribution fees for
the sale and distribution of its Shares.
No
Rule 12b-1 fees are currently paid by the Funds, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are
charged in the future, because the fees are paid out of assets of the respective Fund on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than certain other types of sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often Shares traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of a Fund
can be found on the Funds’ website at www.impactetfs.org.
ADDITIONAL
NOTICES
Shares
are not sponsored, endorsed, or promoted by an Exchange. The Exchanges are not responsible for, nor has any Exchange participated in the
determination of, the timing, prices, or quantities of Shares to be issued, nor in the determination or calculation of the equation by
which Shares are redeemable. An Exchange has no obligation or liability to owners of Shares in connection with the administration, marketing,
or trading of Shares.
Without
limiting any of the foregoing, in no event shall any Exchange have any liability for any lost profits or indirect, punitive, special,
or consequential damages even if notified of the possibility thereof.
The
Adviser and the Funds make no representation or warranty, express or implied, to the owners
of Shares or any member of the public regarding the advisability of investing in securities generally or in any Fund particularly.
The
Third Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”) provides a detailed process for the
bringing of derivative or direct actions by shareholders in order to permit legitimate inquiries and claims while avoiding the time, expense,
distraction, and other harm that can be caused to the Fund or its shareholders as a result of spurious shareholder demands and derivative
actions. Prior to bringing a derivative action, a demand by three unrelated shareholders must first be made on the Fund’s Trustees.
The Declaration of Trust details various information, certifications, undertakings and acknowledgments that must be included in the demand.
Following receipt of the demand, the trustees have a period of 90 days, which may be extended by an additional 60 days, to consider the
demand. If a majority of the Trustees who are considered independent for the purposes of considering the demand determine that maintaining
the suit would not be in the best interests of the Fund, the Trustees are required to reject the demand and the complaining shareholders
may not proceed with the derivative action unless the shareholders are able to
sustain
the burden of proof to a court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their
business judgment on behalf of the Fund. The Declaration of Trust further provides that shareholders owning Shares representing no less
than a majority of the Fund’s outstanding shares must join in bringing the derivative action. If a demand is rejected, the complaining
shareholders will be responsible for the costs and expenses (including attorneys’ fees) incurred by the Fund in connection with
the consideration of the demand, if a court determines that the demand was made without reasonable cause or for an improper purpose. If
a derivative action is brought in violation of the Declaration of Trust, the shareholders bringing the action may be responsible for the
Fund’s costs, including attorneys’ fees, if a court determines that the action was brought without reasonable cause or for
an improper purpose. The Declaration of Trust provides that no shareholder may bring a direct action claiming injury as a shareholder
of the Trust, or any Fund, where the matters alleged (if true) would give rise to a claim by the Trust or by the Trust on behalf of the
Fund, unless the shareholder has suffered an injury distinct from that suffered by the shareholders of the Trust, or the Fund, generally.
Under the Declaration of Trust, a shareholder bringing a direct claim must be a shareholder of the Fund with respect to which the direct
action is brought at the time of the injury complained of or have acquired the shares afterwards by operation of law from a person who
was a shareholder at that time. The Declaration of Trust further provides that the Fund shall be responsible for payment of attorneys’
fees and legal expenses incurred by a complaining shareholder only if required by law, and any attorneys’ fees that the Fund is
obligated to pay shall be calculated using reasonable hourly rates. These provisions do not apply to claims brought under the federal
securities laws.
The
Declaration of Trust also requires that actions by shareholders against the Fund be brought exclusively in a federal or state court located
within the State of Delaware. This provision will not apply to claims brought under the federal securities laws. Limiting shareholders’
ability to bring actions only in courts located in Delaware may cause shareholders economic hardship to litigate the action in those courts,
including paying for travel expenses of witnesses and counsel, requiring retaining local counsel, and may limit shareholders’ ability
to bring a claim in a judicial forum that shareholders find favorable for disputes, which may discourage such actions.
INDEX
PROVIDER FOR THE EQUITY ETFS
The
Index Provider for the Funds shall not be liable (whether in negligence or otherwise) to the parties or any other person for any error
in the applicable Underlying Index, and the Index Provider is under no obligation to advise the parties or any person of any error therein.
The Index Provider makes no representation whatsoever, whether express or implied, as to the advisability of purchasing or selling the
Funds, the ability of the Underlying Indices to track relevant markets’ performances, or otherwise relating to the Underlying Indices
or any transaction or product with respect thereto, or of assuming any risks in connection therewith. The Index Provider has no obligation
to take the needs of any party into consideration in determining, composing or calculating the Underlying Indices. No party purchasing
or selling the Funds, nor the Index Provider, shall have any liability to any party for any act or failure to act by the Index Provider
in connection with the determination, adjustment, calculation or maintenance of the Underlying Indices. The Index Provider and its affiliates
may deal in any obligations that compose the Underlying Indices, and may, where permitted, accept deposits from, make loans or otherwise
extend credit to, and generally engage in any kind of commercial or investment banking or other business with the issuers of such obligations
or their affiliates, and may act with respect to such business as if the Underlying Indices did not exist, regardless of whether such
action might adversely affect the Underlying Indices or the Funds.
Morningstar,
Inc. (“Morningstar”) is the Index Provider to the Funds. Morningstar is a provider of independent investment research in North
America, Europe, Australia, and Asia. The company offers an extensive line of products and services for individual investors, financial
advisors, asset managers, retirement plan providers and sponsors, and institutional investors in the private capital markets. Morningstar
provides data and research insights on a wide range of investment offerings, including managed investment products, publicly listed companies,
private capital markets, and real-time global market data. Morningstar also offers investment management services through its investment
advisory subsidiaries, with more than $200 billion in assets under advisement and management as of December 31, 2017. The company
has operations in 27 countries. Morningstar is not affiliated with the Trust, the Adviser or the Distributor. SPDJ is the calculation
agent for each Underlying Index. SPDJ is not affiliated with Morningstar, the Trust, the Adviser, or the Distributor, or any of their
respective affiliates.
FINANCIAL
HIGHLIGHTS
The
Financial Highlights table is intended to help you understand each Fund’s performance for its fiscal periods of operations. Certain
information reflects financial results for a single Fund share. The total return in the table represents the rate that an investor would
have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for fiscal
years June 30, 2023, 2024, 2025 and 2026 has been audited by Cohen & Company, Ltd., the Fund’s independent registered public
accounting firm, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report. The information
for the prior fiscal years or periods was audited by a different independent registered public accounting firm. You may request a copy
of each Fund’s annual report at no charge by calling (844) 954-7733 or through the Fund’s website at www.impactetfs.org.
Impact
Shares NAACP Minority Empowerment ETF |
For
a share outstanding throughout the year presented
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Net
asset value, beginning of year |
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Net
investment income (loss)(a) |
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Net
realized and unrealized gain (loss)(b) |
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Total
from investment operations |
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Net
asset value, end of year |
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SUPPLEMENTAL
DATA AND RATIOS: |
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Net
assets, end of year (in thousands) |
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Ratio
of expenses to average net assets |
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Ratio
of net investment income to average net assets |
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Portfolio
turnover rate(c) |
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(a)
Net investment income per share has been calculated based on average shares outstanding during the periods.
(b)
Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset
value per share for the periods, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share
transactions for the periods.
(c)
Portfolio turnover rate excludes in-kind transactions, if any.
Impact
Shares Women’s Empowerment ETF |
For
a share outstanding throughout the year presented
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Net
asset value, beginning of year |
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Net
investment income (loss)(a) |
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Net
realized and unrealized gain (loss)(b) |
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Total
from investment operations |
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Net
asset value, end of year |
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SUPPLEMENTAL
DATA AND RATIOS: |
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Net
assets, end of year (in thousands) |
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Ratio
of expenses to average net assets |
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Ratio
of net investment income to average net assets |
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Portfolio
turnover rate(c) |
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(a)
Net investment income per share has been calculated based on average shares outstanding during the periods.
(b)
Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset
value per share for the periods, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share
transactions for the periods.
(c)
Portfolio turnover rate excludes in-kind transactions, if any.
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Tidal
Investments LLC 234 West Florida Street, Suite 700 Milwaukee,
Wisconsin 53204
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Tidal
ETF Services LLC 234 West Florida Street, Suite
700 Milwaukee, Wisconsin 53204 |
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Foreside
Fund Services, LLC 190 Middle Street, Suite 301 Portland,
ME 04101 |
Fund
Accountant, and
Transfer Agent
|
U.S.
Bancorp Fund Services, LLC, doing
business as U.S.
Bank Global Fund Services 615 East Michigan Street Milwaukee,
Wisconsin 53202 |
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|
Sullivan
& Worcester LLP 1251 Avenue of the Americas New York,
New York 10020 |
|
U.S.
Bank National Association 1555 N. Rivercenter Dr. Milwaukee,
Wisconsin 53212 |
Independent Registered
Public Accounting
Firm |
Cohen
& Company, Ltd., 875 E Wisconsin Ave, Suite 210, Milwaukee,
Wisconsin 53202 |
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Investors
may find more information about the Funds in the following documents:
Statement
of Additional Information: The Funds’ SAI provides additional details about the investments
of each Fund and certain other additional information. A current SAI dated October
28, 2026, as supplemented from time to time, is on file with the SEC and is herein incorporated by reference into this Prospectus.
It is legally considered a part of this Prospectus.
Annual/Semi-Annual
Reports: Additional information about the Funds’ investments is
available in the Funds’ annual and semi‑annual reports to shareholders and in Form N-CSR. In the annual report you will find
a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during each Fund’s
prior fiscal year or period. In Form N‑CSR, you will find each Fund’s annual and semi-annual financial statements.
When
available, you can obtain free copies of these documents, request other information or make general inquiries about the Funds' by contacting
the Fund at Impact Shares, c/o U.S. Bank Global Fund Services, P.O. Box 219252, Kansas City, Missouri 64121-9252 or calling (844) 954-7733.
Shareholder
reports, the Funds’ current Prospectus and SAI and other information about the Funds are available:
● Free
of charge from the SEC’s EDGAR database on the SEC’s website at http://www.sec.gov; or
● Free
of charge from the Funds’ Internet website at www.impactetfs.org;
or
● For
a fee, by e-mail request to [email protected].
The
SAI and other information are also available from a financial intermediary (such as a broker-dealer or bank) through which each Fund’s
shares may be purchased or sold.
(SEC
Investment Company Act File No. 811-23312)
Impact
Shares NAACP Minority Empowerment ETF (NACP)
Impact
Shares Women’s Empowerment ETF (WOMN)
each
listed on NYSE
Arca, Inc
STATEMENT
OF ADDITIONAL INFORMATION
October
28, 2026
This
Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the Prospectus for
the Impact Shares NAACP Minority Empowerment ETF (NACP) and Impact Shares Women’s Empowerment ETF (WOMN) (each a “Fund”
and together, the “Funds”), each a series of Tidal Trust III (the “Trust”), dated October 28, 2026, as may be
supplemented from time to time (the “Prospectus”). Capitalized terms used in this SAI that are not defined have the same meaning
as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be obtained without charge, by calling the Funds at (844) 954-7733,
visiting www.impactetfs.org or writing to the Funds at Impact Shares, c/o U.S. Bank Global Fund Services, P.O. Box 219252, Kansas City,
Missouri 64121-9252.
Each
Fund’s audited financial statements for the most recent fiscal year ended June 30, 2026 are incorporated into this SAI by reference
to such Fund’s most recent annual
Certified Shareholder Report on Form N-CSR (File No. 811-23312). A copy of each Fund’s annual Certified Shareholder Report may
be obtained at no charge by contacting the Funds at the address or phone number noted above.
GENERAL
INFORMATION ABOUT THE TRUST
The
Trust is an open-end management investment company consisting of multiple series, including the Funds. This SAI relates to the Impact
Shares NAACP Minority Empowerment ETF (NACP) and Impact Shares Women’s Empowerment ETF (WOMN). The Trust was organized as a Delaware
statutory trust on May 19, 2016. The Trust is registered with the U.S. Securities and Exchange Commission (“SEC”) under the
Investment Company Act of 1940, as amended (together with the rules and regulations adopted thereunder, as amended, the “1940 Act”),
as an open-end management investment company and the offering of each Fund’s shares (“Shares”) is registered under the
Securities Act of 1933, as amended (the “Securities Act”). The Trust is governed by its Board of Trustees (the “Board”).
Tidal Investments LLC (the “Adviser”) serves as investment adviser to the Funds.
Each
Fund offers and issues Shares at their net asset value (“NAV”) only in aggregations of a specified number of Shares (each,
a “Creation Unit”). The Funds generally offer and issue Shares in exchange for a basket of securities (“Deposit Securities”)
together with the deposit of a specified cash payment (“Cash Component”). The Trust reserves the right to permit or require
the substitution of a “cash in lieu” amount (“Deposit Cash”) to be added to the Cash Component to replace any
Deposit Security. Shares are or will be listed on NYSE Arca, Inc. (the
“Exchange”). Shares of each Fund trade on the Exchange at market prices that may differ from the Shares’ respective
NAV. Shares are also redeemable only in Creation Unit aggregations, primarily for a basket of Deposit Securities together with a Cash
Component. As a practical matter, only institutions or large investors, known as “Authorized Participants” or “APs,”
purchase or redeem Creation Units. Except when aggregated in Creation Units, Shares are not individually redeemable.
Shares
may be issued in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit
with the Trust cash at least equal to a specified percentage of the value of the missing Deposit Securities, as set forth in the Participant
Agreement (as defined below). The Trust may impose a transaction fee for each creation or redemption. In all cases, such fees will be
limited in accordance with the requirements of the SEC applicable to management investment companies offering redeemable securities. As
in the case of other publicly traded securities, brokers’ commissions on transactions in the secondary market will be based on negotiated
commission rates at customary levels.
ADDITIONAL
INFORMATION ABOUT INVESTMENT OBJECTIVES, POLICIES,
AND
RELATED RISKS
Each
Fund’s investment objective and principal investment strategies are described in the Prospectus, under “Investment Objective”
and “Principal Investment Strategies,” respectively. The following information supplements, and should be read in conjunction
with, the Prospectus. For a description of certain permitted investments, see “Description of Permitted Investments” in this
SAI.
With
respect to a Fund’s investments, unless otherwise noted, if a percentage limitation on investment is adhered to at the time of investment
or contract, a subsequent increase or decrease as a result of market movement or redemption will not result in a violation of such investment
limitation.
Diversification
Each
Fund is “diversified” within the meaning of the 1940 Act’s diversification requirements. Under applicable federal laws,
to qualify as a diversified fund, each Fund, with respect to 75% of its total assets, may not invest greater than 5% of its total assets
in any one issuer and may not hold greater than 10% of the securities of one issuer, other than investments in cash and cash items (including
receivables), U.S. government securities, and securities of other investment companies. The remaining 25% of a Fund’s total assets
does not need to be “diversified” and may be invested in securities of a single issuer, subject to other applicable laws.
The diversification of a Fund’s holdings is measured at the time the Fund purchases a security. However, if a Fund purchases a security
and holds it for a period of time, the security may become a larger percentage of the Fund’s total assets due to movements in the
financial markets. If the market affects several securities held by a Fund, it may have a greater percentage of its assets invested in
securities of fewer issuers.
In
addition, each Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as
a regulated investment company (“RIC”) for purposes of the Internal Revenue Code of 1986, as amended (the “Code”),
and to relieve the Fund of any liability for federal income tax to the extent that its earnings are distributed to shareholders. Compliance
with the diversification requirements of the Code may limit the investment flexibility of the Fund and may make it less likely that the
Fund will meet its investment objectives. See “Federal Income Taxes” in this SAI for further discussion.
General
Risks
The
value of a Fund’s portfolio securities may fluctuate with changes in the financial condition of an issuer or counterparty, changes
in specific economic or political conditions that affect a particular security or issuer and changes in general economic or political
conditions. An investor in a Fund could lose money over short or long periods of time.
There
can be no guarantee that a liquid market for the securities held by a Fund will be maintained. The existence of a liquid trading market
for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will
be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of Shares
will be adversely affected if trading markets for a Fund’s portfolio securities are limited or absent, or if bid/ask spreads are
wide.
Cyber
Security Risk. Investment companies, such as the Funds, and their service providers
may be subject to operational and information security risks resulting from cyber attacks. Cyber attacks include, among other behaviors,
stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential
information or various other forms of cyber security breaches. Cyber attacks affecting the Funds or the Adviser
Custodian (defined below), Transfer Agent (defined below), intermediaries or other third-party service providers may adversely impact
the Funds. For instance, cyber attacks may interfere with the processing of shareholder transactions, impact each Fund’s ability
to calculate its NAV, cause the release of private shareholder information or confidential company information, impede trading, subject
the Funds to regulatory fines or financial losses, and cause reputational damage. The Funds may also incur additional costs for cyber
security risk management purposes. Similar types of cyber security risks are also present for issuers of securities in which a Fund invests,
which could result in material adverse consequences for such issuers, and may cause a Fund’s investment in such portfolio companies
to lose value. The growing use of artificial intelligence and machine learning may introduce new vulnerabilities in cyber security.
DESCRIPTION
OF PERMITTED INVESTMENTS
The
following are descriptions of the permitted investments and investment practices and associated risk factors. The Funds will invest in
any of the following instruments or engage in any of the following investment practices only if such investment or activity is consistent
with such Fund’s investment objective and permitted by such Fund’s stated investment policies. In addition, certain of the
techniques and investments discussed in this SAI are not principal strategies of the Funds as disclosed in the Prospectus, and while such
techniques and investments are permissible for a Fund to utilize, such Fund is not required to utilize such non-principal techniques or
investments.
Borrowing
Under the 1940 Act, a Fund may borrow
up to one-third (1/3) of its total assets. Borrowing will tend to exaggerate the effect on NAV of any increase or decrease in the market
value of a Fund’s portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the
securities purchased. The Funds also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment
or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest
rate.
Equity
Securities
Equity
securities, such as the common stocks of an issuer, are subject to stock market fluctuations and therefore may experience volatile changes
in value as market conditions, consumer sentiment or the financial condition of the issuers change. A decrease in value of the equity
securities in a Fund’s portfolio may also cause the value of the Fund’s Shares to decline.
An
investment in the Funds should be made with an understanding of the risks inherent in an investment in equity securities, including the
risk that the financial condition of issuers may become impaired or that the general condition of the stock market may deteriorate (either
of which may cause a decrease in the value of a Fund’s portfolio securities and therefore a decrease in the value of Shares of a
Fund). Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence
and perceptions change. These investor perceptions are based on various and unpredictable factors, including expectations
regarding
government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional
political, economic or banking crises.
Holders
of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer,
generally have inferior rights to receive payments from the issuer in comparison with the rights of creditors or holders of debt obligations
or preferred stocks. Further, unlike debt securities, which typically have a stated principal amount payable at maturity (whose value,
however, is subject to market fluctuations prior thereto), or preferred stocks, which typically have a liquidation preference and which
may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity. Common
stock values are subject to market fluctuations as long as the common stock remains outstanding.
Types
of Equity Securities:
Common
Stocks. Common stocks represent units of ownership in a company. Common stocks usually carry voting rights and earn dividends.
Unlike preferred stocks, which are described below, dividends on common stocks are not fixed but are declared at the discretion of the
company’s board of directors.
Preferred
Stocks. Preferred stocks are also units of ownership in a company. Preferred stocks normally
have preference over common stock in the payment of dividends and the liquidation of the company. However, in all other respects, preferred
stocks are subordinated to the liabilities of the issuer. Unlike common stocks, preferred stocks are generally not entitled to vote on
corporate matters. Types of preferred stocks include adjustable-rate preferred stock, fixed dividend preferred stock, perpetual preferred
stock, and sinking fund preferred stock.
Generally,
the market values of preferred stock with a fixed dividend rate and no conversion element vary inversely with interest rates and perceived
credit risk.
Rights
and Warrants. A right is a privilege granted to existing shareholders of a corporation to subscribe to shares of a new issue of
common stock before it is issued. Rights normally have a short life of usually two to four weeks, are freely transferable and entitle
the holder to buy the new common stock at a lower price than the public offering price. Warrants are securities that are usually issued
together with a debt security or preferred stock and that give the holder the right to buy proportionate amount of common stock at a specified
price. Warrants are freely transferable and are traded on major exchanges. Unlike rights, warrants normally have a life that is measured
in years and entitles the holder to buy common stock of a company at a price that is usually higher than the market price at the time
the warrant is issued. Corporations often issue warrants to make the accompanying debt security more attractive.
An
investment in warrants and rights may entail greater risks than certain other types of investments. Generally, rights and warrants do
not carry the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not represent
any rights in the assets of the issuer. In addition, their value does not necessarily change with the value of the underlying securities,
and they cease to have value if they are not exercised on or before their expiration date. Investing in rights and warrants increases
the potential profit or loss to be realized from the investment as compared with investing the same amount in the underlying securities.
Smaller
Companies. The securities of small- and mid-capitalization companies may be more vulnerable to adverse issuer, market, political,
or economic developments than securities of larger-capitalization companies. The securities of small- and mid-capitalization companies
generally trade in lower volumes and are subject to greater and more unpredictable price changes than larger capitalization stocks or
the stock market as a whole. Some small- or mid-capitalization companies have limited product lines, markets, and financial and managerial
resources and tend to concentrate on fewer geographical markets relative to larger capitalization companies. There is typically less publicly
available information concerning small- and mid-capitalization companies than for larger, more established companies. Small- and mid-capitalization
companies also may be particularly sensitive to changes in interest rates, government regulation, borrowing costs, and earnings.
Tracking
Stocks. The Funds may invest in tracking stocks. A tracking stock is a separate class of common stock whose value is linked to
a specific business unit or operating division within a larger company and which is designed to “track” the performance of
such business unit or division. The tracking stock may pay dividends to shareholders independent of the parent company. The parent company,
rather than the business unit or division, generally is the issuer of tracking stock. However, holders of the tracking stock may not have
the same rights as holders of the company’s common stock.
When-Issued
Securities. A when-issued security is one whose terms are available and for which a market exists, but which has not been
issued. When a Fund engages in when-issued transactions, it relies on the other party to consummate the sale. If the other party fails
to complete the sale, a Fund may miss the opportunity to obtain the security at a favorable price or yield.
When
purchasing a security on a when-issued basis, a Fund assumes the rights and risks of ownership of the security, including the risk of
price and yield changes. At the time of settlement, the value of the security may be more or less than the purchase price. The yield available
in the market when the delivery takes place also may be higher than those obtained in the transaction itself. Because a Fund does not
pay for the security until the delivery date, these risks are in addition to the risks associated with its other investments.
Rule
18f-4 under the 1940 Act permits the Funds to invest in securities on a when-issued or forward-settling basis, or with a non-standard
settlement cycle, notwithstanding the limitation on the issuance of senior securities in Section 18 of the 1940 Act, provided that a Fund
intends to physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed-Settlement
Securities Provision”). A when-issued, forward-settling, or non-standard settlement cycle security that does not satisfy the Delayed-Settlement
Securities Provision is treated as a derivatives transaction under Rule 18f-4.
Convertible
Securities
A
Fund, subject to its investment strategies and policies, may invest in preferred stocks or fixed-income securities which are convertible
into common stock. Convertible securities are securities that may be converted either at a stated price or rate within a specified period
of time into a specified number of shares of common stock. Traditionally, convertible securities have paid dividends or interest greater
than on the related common stocks, but less than fixed income non-convertible securities. By investing in a convertible security, a Fund
may participate in any capital appreciation or depreciation of a company’s stock, but to a lesser degree than if it had invested
in that company’s common stock. Convertible securities rank senior to common stock in a corporation’s capital structure and,
therefore, entail less risk than the corporation’s common stock. The value of a convertible security is a function of its “investment
value” (its value as if it did not have a conversion privilege), and its “conversion value” (the security’s worth
if it were to be exchanged for the underlying security, at market value, pursuant to its conversion privilege). A Fund may attempt to
hedge certain of its investments in convertible debt securities by selling short the issuer’s common stock.
Initial
Public Offerings (“IPOs”)
Each
Fund may, on a limited basis, participate in IPOs. The market value of IPO shares may fluctuate considerably and is often subject to speculative
trading due to factors such as the absence of a prior public market, unseasoned trading, a smaller number of shares available for trading
and limited information available about the issuer, its business model, the quality of management, earnings growth potential and other
criteria used to evaluate its investment prospects. Such stocks may have exhibited price appreciation in connection with the IPO that
is not sustained, and it is not uncommon for stocks to decline in value in the period following the IPO. Additionally, the market for
IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that a Fund will be able to obtain allocable
portions of IPO shares. The limited number of shares available for trading in some IPOs may make it more difficult for a Fund to buy or
sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial
dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal
shareholders.
Real
Estate Investment Trusts (“REITs”)
A
U.S. REIT is a corporation or business trust (that would otherwise be taxed as a corporation) which meets the definitional requirements
of the Code. The Code permits a qualifying REIT to deduct from taxable income the dividends paid, thereby effectively eliminating corporate
level federal income tax. To meet the definitional requirements of the Code, a REIT must, among other things: invest substantially all
of its assets in interests in real estate (including mortgages and other REITs), cash and government securities; derive most of its income
from rents from real property or interest on loans secured by mortgages on real property; and, in general, distribute annually 90% or
more of its taxable income (other than net capital gains) to shareholders.
REITs
are sometimes informally characterized as Equity REITs and Mortgage REITs. An Equity REIT invests primarily in the fee ownership or leasehold
ownership of land and buildings (e.g., commercial equity REITs and residential equity REITs); a Mortgage REIT invests primarily in mortgages
on real property, which may secure construction, development or long-term loans.
REITs
may be affected by changes in underlying real estate values, which may have an exaggerated effect to the extent that REITs in which a
Fund invests may concentrate investments in particular geographic regions or property types. Additionally, rising interest rates may cause
investors in REITs to demand a higher annual yield from future distributions, which may in turn decrease market prices for equity securities
issued by REITs. Rising interest rates also generally increase the costs of obtaining financing, which could cause the value of a Fund’s
investments to decline. During periods of declining interest rates, certain Mortgage REITs may hold mortgages that the mortgagors elect
to prepay, which prepayment may diminish the yield on securities issued by such Mortgage REITs. In addition, Mortgage REITs may be affected
by the ability of borrowers to repay when due the debt extended by the REIT and Equity REITs may be affected by the ability of tenants
to pay rent.
Certain
REITs have relatively small market capitalization, which may tend to increase the volatility of the market price of securities issued
by such REITs. Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject
to risks inherent in operating and financing a limited number of projects. By investing in REITs indirectly through a Fund, a shareholder
will bear not only his or her proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs. REITs
depend generally on their ability to generate cash flow to make distributions to shareholders.
In
addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage
REITs may be affected by the quality of any credit extended. Further, Equity and Mortgage REITs are dependent upon management skills and
generally may not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency defaults by borrowers and self-liquidation.
In addition, Equity and Mortgage REITs could possibly fail to qualify for the favorable U.S. federal income tax treatment generally available
to REITs under the Code or fail to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely
affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of default by a borrower or lessee,
the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting
its investments.
Master
Limited Partnerships (“MLPs”)
MLPs are
limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded
on a securities exchange or in the OTC market. MLPs often own several properties or businesses (or own interests) that are related
to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. Generally,
a MLP is operated under the supervision of one or more managing general partners. Limited partners are not involved in the day-to-day
management of the partnership.
The
risks of investing in a MLP are generally those involved in investing in a partnership as opposed to a corporation. For example,
state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer
protections afforded investors in a MLP than investors in a corporation. Additional risks involved with investing in a MLP are risks
associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or
oil and gas industries.
MLPs
are generally treated as partnerships for U.S. federal income tax purposes. When a Fund invests in the equity securities of a MLP or any
other entity that is treated as a partnership for U.S. federal income tax purposes, the Fund will be treated as a partner in the entity
for tax purposes. Accordingly, in calculating a Fund’s taxable income, it will be required to take into account its allocable share
of the income, gains, losses, deductions, and credits recognized by each such entity, regardless of whether the entity distributes cash
to the Fund. Distributions from such an entity to a Fund are not generally taxable unless the cash amount (or, in certain cases, the fair
market value of marketable securities) distributed to the Fund exceeds the Fund’s adjusted tax basis in its interest in the entity.
In general, a Fund’s allocable share of such an entity’s net income will increase the Fund’s adjusted tax basis in its
interest in the entity, and distributions to the Fund from such an entity and the Fund’s allocable share of the entity’s net
losses will decrease the Fund’s adjusted basis in its interest in the entity, but not below zero. A Fund may receive cash distributions
from such an entity in excess of the net amount of taxable income the Fund is allocated from its investment in the entity. In other circumstances,
the net amount of taxable income a Fund is allocated from its investment in such an entity may exceed cash distributions received from
the entity. Thus, a Fund’s investments in such an entity may lead the Fund to make distributions in excess of its earnings and profits,
or the Fund may be required to sell investments, including when not otherwise advantageous to do so, to satisfy the distribution requirements
applicable to RICs under the Code.
Depreciation
or other cost recovery deductions passed through to a Fund from any investments in MLPs in a given year will generally reduce the Fund’s
taxable income, but those deductions may be recaptured in the Fund’s income in one or more subsequent years. When recognized and
distributed, recapture income will generally be taxable to a Fund’s shareholders at the time of the distribution at ordinary income
tax rates, even though those shareholders might not have held Shares in the Fund at the time the deductions were taken, and even though
those shareholders may not have corresponding economic gain on their Shares at the time of the recapture. To distribute recapture income
or to fund redemption requests, a Fund may need to liquidate investments, which may lead to additional taxable income.
Foreign
Securities
Each
Fund may invest directly in foreign securities or have indirect exposure to foreign securities. Investing in securities of foreign companies
and countries involves certain considerations and risks that are not typically associated with investing in U.S. government securities
and securities of domestic companies. There may be less publicly available information about a foreign issuer than a domestic one, and
foreign companies are not generally subject to uniform accounting, auditing and financial standards, and requirements comparable to those
applicable to U.S. companies. There may also be less government supervision and regulation of foreign securities exchanges, brokers, and
listed companies than exists in the United States. Interest and dividends paid by foreign issuers as well as gains or proceeds realized
from the sale or other disposition of foreign securities may be subject to withholding and other foreign taxes, which may decrease the
net return on such investments as compared to dividends and interest paid to a Fund by domestic companies or the U.S. government. There
may be the possibility of expropriations, seizure or nationalization of foreign deposits, the imposition of economic sanctions, confiscatory
taxation, political, economic or social instability, or diplomatic developments that could affect assets of a Fund held in foreign countries.
The establishment of exchange controls or other foreign governmental laws or restrictions could adversely affect the payment of obligations.
In addition, investing in foreign securities will generally result in higher commissions than investing in similar domestic securities.
Decreases
in the value of currencies of the foreign countries in which a Fund may invest relative to the U.S. dollar will result in a corresponding
decrease in the U.S. dollar value of the Fund’s assets denominated in those currencies (and possibly a corresponding increase in
the amount of securities required to be liquidated to meet distribution requirements). Conversely, increases in the value of currencies
of the foreign countries in which a Fund invests relative to the U.S. dollar will result in a corresponding increase in the U.S. dollar
value of the Fund’s assets (and possibly a corresponding decrease in the amount of securities to be liquidated).
Investing
in emerging markets can have more risk than investing in developed foreign markets. The risks of investing in these markets may be exacerbated
relative to investments in foreign markets. Governments of developing and emerging market countries may be more unstable as compared to
more developed countries. Developing and emerging market countries may have less developed securities markets or exchanges, and legal
and accounting systems. It may be more difficult to sell securities at acceptable prices and security prices may be more volatile than
in countries with more mature markets. Currency values may fluctuate more in developing or emerging markets. Developing or emerging market
countries may be more likely to impose government restrictions, including confiscatory taxation, expropriation or nationalization of a
company’s assets, and restrictions on foreign ownership of local companies. In addition, emerging markets may impose restrictions
on a Fund’s ability to repatriate investment income or capital and, thus, may adversely affect the operations of the Fund. Certain
emerging markets may impose constraints on currency exchange and some currencies in emerging markets may have been devalued significantly
against the U.S. dollar. For these and other reasons, the prices of securities in emerging markets can fluctuate more significantly than
the prices of securities of companies in developed countries. The less developed the country, the greater effect these risks may have
on a Fund.
Depositary
Receipts
To
the extent a Fund invests in stocks of foreign corporations, the Fund’s investment in securities of foreign companies may be in
the form of depositary receipts or other securities convertible into securities of foreign issuers. American Depositary Receipts (“ADRs”)
are dollar-denominated receipts representing interests in the securities of a foreign issuer, which securities may not necessarily be
denominated in the same currency as the securities into which they may be converted. ADRs are receipts typically issued by U.S. banks
and trust companies which evidence ownership of underlying securities issued by a foreign corporation. Generally, ADRs in registered form
are designed for use in domestic securities markets and are traded on exchanges or over-the-counter in the United States.
Global
Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”), and International Depositary Receipts (“IDRs”)
are similar to ADRs in that they are certificates evidencing ownership of shares of a foreign issuer; however, GDRs, EDRs, and IDRs may
be issued in bearer form and denominated in other currencies and are generally designed for use in specific or multiple securities markets
outside the U.S. EDRs, for example, are designed for use in European securities markets, while GDRs are designed for use throughout the
world. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities.
A
Fund will not invest in any unlisted depositary receipts or any depositary receipt that is deemed to be illiquid or for which pricing
information is not readily available. In addition, all depositary receipts generally must be sponsored. However, a Fund may invest in
unsponsored depositary receipts under certain limited circumstances. The issuers of unsponsored depositary receipts are not obligated
to disclose material information in the United States and, therefore, there may be less information available regarding such issuers and
there may not be a correlation between such information and the value of the depositary receipts.
U.S.
Government Securities
The
Funds may invest in U.S. government securities. Securities issued or guaranteed by the U.S. government or its agencies or instrumentalities
include U.S. Treasury securities, which are backed by the full faith and credit of the U.S. Treasury and which differ only in their interest
rates, maturities, and times of issuance. U.S. Treasury bills have initial maturities of one-year or less; U.S. Treasury notes have initial
maturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater than ten years. Certain U.S. government
securities are issued or guaranteed by agencies or instrumentalities of the U.S. government including, but not limited to, obligations
of U.S. government agencies or instrumentalities such as the Federal National Mortgage Association (“FNMA”), the Government
National Mortgage Association (“GNMA”), the Small Business Administration, the Federal Farm Credit Administration, the Federal
Home Loan Banks, Banks for Cooperatives (including the Central Bank for Cooperatives), the Federal Land Banks, the Federal Intermediate
Credit Banks, the Tennessee Valley Authority, the Export-Import Bank of the United States, the Commodity Credit Corporation, the Federal
Financing Bank, the Student Loan Marketing Association, the National Credit Union Administration and the Federal Agricultural Mortgage
Corporation (Farmer Mac).
Some
obligations issued or guaranteed by U.S. government agencies and instrumentalities, including, for example, GNMA pass- through certificates,
are supported by the full faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies, such as
those securities issued by the FNMA, are supported by the discretionary authority of the U.S. government to purchase certain obligations
of the federal agency, while other obligations issued by or guaranteed by federal agencies, such as those of the Federal Home Loan Banks,
are supported by the right of the issuer to borrow from the U.S. Treasury, while the U.S. government provides financial support to such
U.S. government-sponsored federal agencies, no assurance can be given that the U.S. government will always do so, since the U.S. government
is not so obligated by law. U.S. Treasury notes and bonds typically pay coupon interest semi-annually and repay the principal at maturity.
On
September 7, 2008, the U.S. Treasury announced a federal takeover of the FNMA and the Federal Home Loan Mortgage Corporation (“Freddie
Mac”), placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1
billion of senior preferred stock of each instrumentality and obtained warrants for the purchase of common stock of each instrumentality
(the “Senior Preferred Stock Purchase Agreement” or “Agreement”). Under the Agreement, the U.S. Treasury pledged
to provide up to $200 billion per instrumentality as needed, including the contribution of cash capital to the instrumentalities in the
event their liabilities exceed their assets. This was intended to ensure that the instrumentalities maintain a positive net worth and
meet their financial obligations, preventing mandatory triggering of receivership. As a result of this Agreement, the investments of holders,
including the Fund, of mortgage-backed securities and other obligations issued by the FNMA and Freddie Mac are protected.
On
December 24, 2009, the U.S. Treasury amended the Agreement to allow the $200 billion cap on the U.S. Treasury’s funding commitment
to increase as necessary to accommodate any cumulative reduction in net worth over the next three years. On August 17, 2012, the U.S.
Treasury announced the Third Amendment to the Agreement that recalibrated the calculation of the quarterly dividends that Freddie Mac
pays to the U.S. Treasury which eliminated the need for Freddie Mac circularly to borrow from the U.S. Treasury only then to pay dividends
back to the U.S. Treasury. The Third Amendment suspended the periodic commitment fee for so long as the dividend amounts were based on
net worth. The Third Amendment also eliminated the requirement that Freddie Mac obtain the U.S. Treasury’s consent for asset dispositions
with a fair market value (individually or in aggregate) of less than $250 million, but required Freddie Mac to submit annual risk management
plans to the U.S. Treasury. On December 21, 2017, a letter agreement between the
U.S.
Treasury and Freddie Mac changed the terms of the senior preferred stock certificates to permit Freddie Mac to retain a $3 billion capital
reserve, quarterly. On September 30, 2019, the U.S. Treasury and the Federal Housing Finance Agency (FHFA), acting as Conservator to Freddie
Mac, announced amendments to the senior preferred stock certificates that will permit Freddie Mac to retain earnings beyond the $3 billion
capital reserves previously allowed through the letter agreements. Since January 6, 2014, FHFA has conducted an ongoing assessment of
its obligations and statutory mandates in preparation for Freddie Mac’s eventual exit from conservatorship.
Illiquid
Investments and Restricted Securities
Pursuant
to Rule 22e-4 under the 1940 Act, a Fund may not acquire any “illiquid investment” if, immediately after the acquisition,
the Fund would have invested more than 15% of its net assets in illiquid investments that are assets. An “illiquid investment”
is any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or
less without the sale or disposition significantly changing the market value of the investment. Each Fund has implemented a liquidity
risk management program and related procedures to identify illiquid investments pursuant to Rule 22e-4. The 15% limit shall be observed
continuously. If, through the appreciation of illiquid investments or the depreciation of liquid investments, the Fund were to be in a
position where more than 15% of the value of its net assets are invested in illiquid securities, including restricted investments which
are not readily marketable, such Fund will take such steps as set forth in its procedures as adopted by the Board.
Each
Fund may purchase certain restricted securities that can be resold to institutional investors and which may be determined not to be illiquid
investments pursuant to such Fund’s liquidity risk management program. In many cases, those securities are traded in the institutional
market under Rule 144A under the Securities Act and are called Rule 144A securities.
Investments
in illiquid investments involve more risks than investments in similar securities that are readily marketable. Illiquid investments may
trade at a discount from comparable, more liquid investments. Investment of a Fund’s assets in illiquid investments may restrict
the ability of such Fund to dispose of its investments in a timely fashion and for a fair price as well as its ability to take advantage
of market opportunities. The risks associated with illiquidity will be particularly acute where a Fund’s operations require cash,
such as when the Fund has net redemptions, and could result in such Fund borrowing to meet short-term cash requirements or incurring losses
on the sale of illiquid investments.
Illiquid
investments are often restricted securities sold in private placement transactions between issuers and their purchasers and may be neither
listed on an exchange nor traded in other established markets. In many cases, the privately placed securities may not be freely transferable
under the laws of the applicable jurisdiction or due to contractual restrictions on resale. To the extent privately placed securities
may be resold in privately negotiated transactions, the prices realized from the sales could be less than those originally paid by a Fund
or less than the fair value of the securities. In addition, issuers whose securities are not publicly traded may not be subject to the
disclosure and other investor protection requirements that may be applicable if their securities were publicly traded. If any privately
placed securities held by a Fund are required to be registered under the securities laws of one or more jurisdictions before being resold,
such Fund may be required to bear the expenses of registration. Private placement investments may involve investments in smaller, less
seasoned issuers, which may involve greater risks than investments in more established companies. These issuers may have limited product
lines, markets or financial resources, or they may be dependent on a limited management group. In making investments in private placement
securities, a Fund may obtain access to material non-public information, which may restrict such Fund’s ability to conduct transactions
in those securities.
Investment
Company Securities
The
Funds may invest in the securities of other investment companies, including money market funds and ETFs, subject to applicable limitations
under Section 12(d)(1) of the 1940 Act. Investing in another pooled vehicle exposes the Funds to all the risks of that pooled vehicle.
The Funds generally may purchase or redeem, without limitation, shares of any affiliated or unaffiliated money market mutual funds, including
unregistered money market funds, so long as a Fund does not pay a sales load or service fee in connection with the purchase, sale, or
redemption or if such fees are paid, the Adviser waives its management fee in an amount necessary to offset the amounts paid.
If
a Fund invests in and, thus, is a shareholder of another investment company, such Fund’s shareholders will indirectly bear the Fund’s
proportionate share of the fees and expenses paid by such other investment company, including advisory fees, in addition to
both
the management fees payable directly by the Fund to the Adviser and the other expenses that the Fund bears directly in connection with
its own operations.
Pursuant
to Section 12(d)(1), each Fund may invest in the securities of another investment company (the “acquired company”) provided
that such Fund, immediately after such purchase or acquisition, does not own in the aggregate: (1) more than 3% of the total outstanding
voting stock of the acquired company; (2) securities issued by the acquired company having an aggregate value in excess of 5% of the value
of the total assets of the Fund; or (3) securities issued by the acquired company and all other investment companies (other than treasury
stock of the Fund) having an aggregate value in excess of 10% of the value of the total assets of the Fund. To the extent allowed by law
or regulation, each Fund may invest its assets in securities of investment companies that are money market funds in excess of the limits
discussed above.
The
Funds may rely on Section 12(d)(1)(F) and Rule 12d1-3 of the 1940 Act, which provide an exemption from Section 12(d)(1) that allows a
Fund to invest all of its assets in other registered funds, including ETFs, if, among other conditions: (1) the Fund, together with its
affiliates, acquires no more than three percent of the outstanding voting stock of any acquired fund; and (2) the sales load charged on
Shares is no greater than the limits set forth in Rule 2830 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc.
(“FINRA”). The Funds may also rely on Rule 12d1-4 under the 1940 Act, which provides an exemption from Section 12(d)(1) that
allows a Fund to invest all of its assets in other registered funds, including ETFs, if such Fund satisfies certain conditions specified
in the Rule.
Money
Market Funds
The
Funds may invest in underlying money market funds that either seek to maintain a stable $1 NAV (“stable NAV money market funds”)
or that have a share price that fluctuates (“variable NAV market funds”). Although an underlying stable NAV money market fund
seeks to maintain a stable $1 NAV, it is possible for the Funds to lose money by investing in such a money market fund. Because the share
price of an underlying variable NAV market fund will fluctuate, when a Fund sells the shares it owns they may be worth more or less than
what such Fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain
underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s
liquidity falls below required minimums.
Other
Short-Term Instruments
The
Funds may invest in short-term instruments, including money market instruments, on an ongoing basis to provide liquidity or for other
reasons. Money market instruments are generally short-term investments that may include but are not limited to: (1) shares of money market
funds; (2) obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities (including government-sponsored
enterprises); (3) negotiable certificates of deposit (“CDs”), bankers’ acceptances, fixed time deposits, and other obligations
of U.S. and foreign banks (including foreign branches) and similar institutions; (4) commercial paper rated at the date of purchase “Prime-1”
by Moody’s Investors Service or “A-1” by S&P Global Ratings or, if unrated, of comparable quality as determined
by the Adviser; (5) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase
of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (6) short-term U.S.
dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser, are of comparable quality
to obligations of U.S. banks which may be purchased by a Fund. Any of these instruments may be purchased on a current or a forward-settled
basis. Money market instruments also include shares of money market funds. Time deposits are non-negotiable deposits maintained in banking
institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on commercial banks
by borrowers, usually in connection with international transactions.
Securities
Lending
If
approved by the Board, each Fund may lend portfolio securities to certain creditworthy borrowers. The borrowers provide collateral that
is maintained in an amount at least equal to the current value of the securities loaned. A Fund may terminate a loan at any time and obtain
the return of the securities loaned. A lending Fund receives the value of any interest or cash or non-cash distributions paid on the loaned
securities. Distributions received on loaned securities in lieu of dividend payments (i.e., substitute payments) would not be considered
qualified dividend income.
With
respect to loans that are collateralized by cash, the borrower will be entitled to receive a fee based on the amount of cash collateral.
A Fund is compensated by the difference between the amount earned on the reinvestment of cash collateral and the fee paid to the borrower.
In the case of collateral other than cash, the Fund is compensated by a fee paid by the borrower equal to a percentage of the value of
the loaned securities. Any cash collateral may be reinvested in certain short-term instruments either directly on behalf of a lending
Fund or through one or more joint accounts or money market funds, which may include those managed by the Adviser.
Each
Fund may pay a portion of the interest or fees earned from securities lending to a borrower as described above, and to one or more securities
lending agents approved by the Board who administer the lending program for each Fund in accordance with guidelines approved by the Board.
In such capacity, the lending agent causes the delivery of loaned securities from a Fund to borrowers, arranges for the return of loaned
securities to such Fund at the termination of a loan, requests deposit of collateral, monitors the daily value of the loaned securities
and collateral, requests that borrowers add to the collateral when required by the loan agreements, and provides recordkeeping and accounting
services necessary for the operation of the program.
Securities
lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement
and accounting process), “gap” risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and
the fees a Fund has agreed to pay a borrower), and credit, legal, counterparty and market risk. In the event a borrower does not return
a Fund’s securities as agreed, such Fund may experience losses if the proceeds received from liquidating the collateral do not at
least equal the value of the loaned security at the time the collateral is liquidated plus the transaction costs incurred in purchasing
replacement securities.
Repurchase
Agreements
Each
Fund may invest in repurchase agreements with commercial banks, brokers or dealers to generate income from its excess cash balances. A
repurchase agreement is an agreement under which a Fund acquires a financial instrument (e.g., a security issued by the U.S. government
or an agency thereof, a banker’s acceptance or a certificate of deposit) from a seller, subject to resale to the seller at an agreed
upon price and date (normally, the next Business Day). A “Business Day” is any day on which the New York Stock Exchange (“NYSE”)
is open for regular trading. A repurchase agreement may be considered a loan collateralized by securities. The resale price reflects an
agreed upon interest rate effective for the period the instrument is held by a Fund and is unrelated to the interest rate on the underlying
instrument.
In
these repurchase agreement transactions, the securities acquired by a Fund (including accrued interest earned thereon) must have a total
value in excess of the value of the repurchase agreement and are held by the Fund’s custodian bank until repurchased. No more than
an aggregate of 15% of a Fund’s net assets will be invested in illiquid securities, including repurchase agreements having maturities
longer than seven days and securities subject to legal or contractual restrictions on resale, or for which there are no readily available
market quotations.
The
use of repurchase agreements involves certain risks. For example, if the other party to the agreement defaults on its obligation to repurchase
the underlying security at a time when the value of the security has declined, a Fund may incur a loss upon disposition of the security.
If the other party to the agreement becomes insolvent and subject to liquidation or reorganization under the U.S. Bankruptcy Code or other
laws, a court may determine that the underlying security is collateral for a loan by the Fund not within the control of such Fund and,
therefore, the Fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of
the other party to the agreement.
Dollar
Rolls
A
dollar roll transaction involves a sale by a Fund of a security concurrently with an agreement by the Fund to repurchase a similar security
at a later date at an agreed-upon price. A dollar roll may be considered a borrowing giving rise to leverage. The securities that are
repurchased will bear the same interest rate and a similar maturity as those sold, but the assets collateralizing these securities may
have different prepayment histories than those sold. During the period between the sale and repurchase, the Fund will not be entitled
to receive interest and principal payments on the securities sold. Proceeds of the sale will be invested in additional investments, and
the income from these investments will generate income for the Fund. If such income does not exceed the income, capital appreciation and
gain or loss that would have been realized on the securities sold as part of the dollar roll, the use of this technique will diminish
the investment performance of the Fund compared with what the performance would have been without the use of dollar rolls. Dollar
rolls
involve the risk that the market value of the securities subject to a Fund’s forward purchase commitment may decline below, or the
market value of the securities subject to a Fund’s forward sale commitment may increase above, the exercise price of the forward
commitment. In the event the buyer of the securities files for bankruptcy or becomes insolvent, a Fund’s use of the proceeds of
the current sale portion of the transaction may be restricted.
Rule
18f-4 under the 1940 Act permits the Funds to invest in securities on a forward-settling basis, or with a non-standard settlement cycle,
notwithstanding the limitation on the issuance of senior securities in Section 18 of the 1940 Act, provided that a Fund intends to physically
settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed-Settlement Securities Provision”).
A when-issued, forward-settling, or non-standard settlement cycle security that does not satisfy the Delayed-Settlement Securities Provision
is treated as a derivatives transaction under Rule 18f-4.
Tax
Risks
As
with any investment, you should consider how your investment in Shares will be taxed. The tax information in the Prospectus and this SAI
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-deferred retirement account or other tax-advantaged arrangement, such as an individual
retirement account, you need to be aware of the possible tax consequences when a Fund makes distributions or you sell Shares.
Temporary
Defensive Strategies
Under
normal market conditions, each Fund will stay fully invested according to its principal investment strategies. For temporary defensive
purposes during adverse market, economic, political, or other conditions, a Fund may invest up to 100% of its assets in cash or cash equivalents,
such as U.S. Government obligations, investment grade debt securities and other money market instruments. Taking a temporary defensive
position may result in a Fund not achieving its investment objective.
INVESTMENT
RESTRICTIONS
The
Trust has adopted the following investment restrictions as fundamental policies with respect to the Funds. These restrictions cannot be
changed with respect to a Fund without the approval of the holders of a majority of such Fund’s outstanding voting securities. For
the purposes of the 1940 Act, a “majority of outstanding shares” means the vote of the lesser of: (1) 67% or more of the voting
securities of the Fund present at the meeting if the holders of more than 50% of the Fund’s outstanding voting securities are present
or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund.
Each
Fund may not:
1.
Purchase any security that would cause the Fund to concentrate (invest 25% or more of its total assets) in securities of issuers primarily
engaged in any particular industry or group of industries (other than securities issued or guaranteed by the U.S. government or any of
its agencies or instrumentalities), except that the Fund will concentrate to approximately the same extent that its Underlying Index concentrates
in the securities of such particular industry or group of industries;
2.
Issue senior securities or borrow in excess of the amounts permitted by the 1940 Act;
3.
Underwrite securities of other issuers, except to the extent that the Fund, in disposing of Fund securities, may be deemed an underwriter
within the meaning of the Securities Act;
4.
Purchase or sell real estate, except that the Fund may (a) invest in securities or other instruments directly or indirectly secured
by real estate, (b) invest in securities or other instruments issued by issuers that invest in real estate, and (c) hold for
prompt sale, real estate or interests in real estate to which it may gain an ownership interest through the forfeiture of collateral securing
loans or debt securities held by it;
5.
Purchase or sell commodities or commodity contracts, but this shall not prevent the Fund from purchasing, selling and entering into financial
futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures
contracts, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related
to physical commodities; and
6.
Lend any property or make any loan if, as a result, more than 33 1/3% of its total assets would be loaned to other parties (including
the value of collateral received for loans of portfolio securities), but this limitation does not apply to the purchase of debt securities
in which it is authorized to invest in accordance with its investment objective and policies or to repurchase agreements; and
7.
With respect to 75% of its total assets, purchase the securities of any one issuer if, immediately after and as a result of such purchase,
(a) the value of the Fund’s holdings in the securities of such issuer exceeds 5% of the value of the Fund’s total assets,
or (b) the Fund owns more than 10% of the outstanding voting securities of the issuer (with the exception that this restriction does
not apply to the Fund’s investments in the securities of the U.S. government, or its agencies or instrumentalities, or other investment
companies).
With
respect to Fundamental Investment Restriction number 6, the Funds have no current intention to engage in reverse repurchase agreements
and securities lending, but the Funds may change this intention at any time without shareholder approval.
For
purposes of applying the limitation set forth in the concentration policy set forth above, a Fund may use the Standard Industrial Classification
(SIC) Codes, North American Industry Classification System (NAICS) Codes, MSCI Global Industry Classification System, FTSE/Dow Jones Industry
Classification Benchmark (ICB) system, or any other reasonable industry classification system (including systems developed by the Adviser)
to identify each industry. The Funds’ method applying the limitations in the above concentration policy, including the classification
levels used, may differ from those of the Trust’s other series.
If
a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from
any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitations
with respect to the borrowing of money and illiquid investments will be observed continuously.
Non-Fundamental
Investment Restrictions. The Funds are also subject to the following non-fundamental investment
restrictions and policies that may be changed by the Board without shareholder approval. Each Fund may not:
1.
Acquire any illiquid securities if, as a result thereof, more than 15% of the market value of the Fund’s net assets would be in
investments that are illiquid;
2.
Acquire securities of other investment companies, except as permitted by the 1940 Act (currently under the 1940 Act, the Fund may invest
up to 10% of its total assets in the aggregate in shares of other investment companies and up to 5% of its total assets in any one investment
company, provided the investment does not represent more than 3% of the voting stock of the acquired investment company at the time such
shares are purchased, and may also invest in other investment companies pursuant to exemptions provided in or under the 1940 Act and in
accordance with no-action positions of the staff of the SEC);
3.
Borrow on margin, notwithstanding fundamental investment restriction number 2, unless such activity is permitted by applicable law; and
4.
If the Fund is invested in by another series of the Trust in reliance on Section 12(d)(1)(G), it may not acquire securities of registered
open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1) (G) of the 1940 Act.
EXCHANGE
LISTING AND TRADING
Shares
are listed for trading and trade throughout the day on the Exchange.
There
can be no assurance that a Fund will continue to meet the requirements of the Exchange necessary to maintain the listing of Shares. The
Exchange may, but is not required to, remove Shares of a Fund from the listing under any of the following circumstances: (1) the Exchange
becomes aware that the Fund is no longer eligible to operate in reliance on Rule 6c-11 of the Investment Company Act of 1940; (2) the
Fund no longer complies with the Exchange’s requirements for Shares; or (3) such other event shall occur or condition shall exist
that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. The Exchange will remove the Shares of a Fund
from listing and trading upon termination of such Fund.
The
Trust reserves the right to adjust the price levels of Shares in the future to help maintain convenient trading ranges for investors.
Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the
Fund.
MANAGEMENT
OF THE TRUST
Board
Responsibilities. The Board oversees the management and operations of the Trust. Like all
registered investment companies, the day-to-day management and operation of the Trust is the responsibility of the various service providers
to the Trust, such as the Adviser the Distributor, the Administrator, the Custodian, and
the Transfer Agent, each of whom is discussed in greater detail in this Statement of Additional Information. The Board has appointed various
senior employees of the Administrator as officers of the Trust, with responsibility to monitor and report to the Board on the Trust’s
operations. In conducting this oversight, the Board receives regular reports from these officers and the service providers. For example,
the Treasurer reports as to financial reporting matters and the President reports as to matters relating to the Trust’s operations.
In addition, the Adviser provides regular reports on the investment strategy and performance of the Funds. The Board has appointed a Chief
Compliance Officer who administers the Trust’s compliance program and regularly reports to the Board as to compliance matters. These
reports are provided as part of formal “Board Meetings” which are typically held quarterly, in person, and involve the Board’s
review of recent operations. In addition, various members of the Board also meet with management in less formal settings, between formal
“Board Meetings,” to discuss various topics. In all cases, however, the role of the Board and of any individual Trustee is
one of oversight and not of management of the day-to-day affairs of the Trust and its oversight role does not make the Board a guarantor
of the Trust’s investments, operations or activities.
As
part of its oversight function, the Board receives and reviews various risk management reports and discusses these matters with appropriate
management and other personnel. Because risk management is a broad concept comprised of many elements (e.g., investment risk, issuer and
counterparty risk, compliance risk, operational risks, business continuity risks, etc.), the oversight of different types of risks is
handled in different ways. For example, the Audit Committee meets with the Treasurer and the Trust’s independent public accounting
firm to discuss, among other things, the internal control structure of the Trust’s financial reporting function.
The
full Board also receives reports from the Adviser as to investment risks of the Funds. In addition to these reports, from time to time
the full Board receives reports from the Administrator and the Adviser as to enterprise risk management.
The
Board recognizes that not all risks that may affect the Funds can be identified and/or quantified, that it may not be practical or cost-effective
to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve each
Fund’s goals, and that the processes, procedures, and controls employed to address certain risks may be limited in their effectiveness.
Moreover, reports received by the Board as to risk management matters are typically summaries of the relevant information. Most of each
Fund’s investment management and business affairs are carried out by or through the Adviser
and other service providers, each of which has an independent interest in risk management but whose policies and the methods by which
one or more risk management functions are carried out may differ from a Fund’s and each other’s in the setting of priorities,
the resources available, or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Board’s
ability to monitor and manage risk, as a practical matter, is subject to limitations.
Members
of the Board. There are five members of the Board, four of whom are not interested persons
of the Trust, as that term is defined in the 1940 Act (the “Independent Trustees”). Mr. Eric W. Falkeis serves as Chairman
of the Board and is an interested person of the Trust.
The
Board is composed of a majority (80 percent) of Independent Trustees.
The Trust has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust, even
though there is no Lead Independent Trustee. The Trust made this determination in consideration of, among other things, the fact that
the Independent Trustees of the Trust constitute a majority of the Board, the amount of assets under management in the Trust, and the
number of funds overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow
of information to the Independent Trustees from Fund management.
Additional
information about each Trustee of the Trust is set forth below. The address of each Trustee of the Trust is c/o Tidal Trust III, 234 West
Florida Street, Suite 700, Milwaukee, Wisconsin 53204.
|
|
Position
Held with
the Trust |
Term
of Office and Length of Time
Served¹ |
Principal
Occupation(s) During Past 5 Years |
Number
of Portfolios in Fund
Complex² Overseen by Trustee |
Other Directorships Held
by Trustee During Past 5 Years |
|
|
|
|
|
|
Monica
H. Byrd
Born:
1979 |
|
Indefinite
term;
since
2023
|
Chief
Financial Officer of LFO Management, LLC (since 2019). |
|
|
|
|
|
Indefinite
term;
since
2023
|
President,
The Founder’s Arena (since 2023); CEO & Founder, Pendo Systems, Inc. (2020 to 2023); Non-executive Board advisor, RegAlytics
(2021
to 2022). |
|
Serves
on the Boards of First Rate Inc. (since 2015); First Rate Ventures (since 2022); Privacy Lock (since 2022) (nonexecutive Board role);
and World Technology Partners (since 2022) (Vice President). Served on the Board of Global Recovery Initiatives Foundation (2011 to 2022)
(Chairman). |
Lawrence
Jules
Born:
1968
|
|
Indefinite
term;
since
2023
|
Vice
President and Head Trader at 3Edge Asset Management LLC (since 2022); and Director and Head Trader at Charles Schwab Investment Management
(2008
to 2022). |
|
Serves
as a director of the 600 Atlantic/Federal Reserve Bank of Boston Federal Credit Union.
|
|
|
|
Indefinite
term; Trustee since 2016 |
Principal
and CIO of Brookmont Capital; President and Founder of Impact Shares LLC (“Impact Shares”)
(2015
to 2025). |
|
Serves
as Independent Chairman of the Board of the Highland Fund Complex and the NexPoint Credit Strategies Fund Complex (collectively, 25 funds)
and is a member of the Board of Kelly Strategic Management Fund. |
|
|
|
|
|
|
|
Eric
W. Falkeis⁴
Born:
1973 |
President,
Principal Executive Officer, Trustee, and Chairman |
Indefinite
term;
Trustee
and Chairman since 2025; Indefinite term; President and Principal Executive Officer since 2024 |
Chief
Operating Officer, Tidal Investments LLC (since 2023); Chief Executive Officer, Tidal ETF Services LLC
(since
2018). |
|
Independent
Director, Muzinich Direct Lending Income Fund, Inc. (since 2023); Independent Director, Muzinich BDC, Inc. (since 2019); Trustee, Professionally
Managed Portfolios (27 series) (since 2011); Trustee and Chairman of Tidal Trust I (since 2018); Trustee and Chairman of Tidal Trust II
(since 2022); Trustee and Chairman of Tidal Trust IV (since 2025); Trustee and Chairman of Tidal Trust V (since 2025). |
¹
The Trustees have designated a mandatory retirement age of 78, such that each Trustee, serving as such on the date he or she reaches the
age of 78, shall submit his or her resignation not later than the last day of the calendar year in which his or her 78th birthday occurs.
²
The group of Funds sponsored by Tidal and managed by Tidal or its affiliates, including Tidal Trust I, Tidal Trust II, Tidal Trust III,
Tidal Trust IV and Tidal Trust V.
³
All Independent Trustees of the Trust are not “interested persons” of the Trust as defined under the 1940 Act.
⁴
Mr. Falkeis is considered an “interested person” of the Trust due to his positions as Principal Executive Officer and Chairman
of the Trust, and Chief Executive Officer of Tidal ETF Services LLC, a Tidal Financial Group company and an affiliate of the Adviser.
Individual
Trustee Qualifications
The
Board believes that each of the Trustees has the qualifications, experience, attributes and skills (“Trustee Attributes”)
appropriate to their service as Trustees of the Trust in light of the Trust’s business and structure. Each of the Trustees has substantial
business and professional backgrounds that indicate they have the ability to critically review, evaluate and assess information provided
to them. Certain of these business and professional experiences are set forth in detail in the table above. The Board annually conducts
a “self-assessment” wherein the effectiveness of the Board and individual Trustees is reviewed.
In
addition to the information provided in the table above, below is certain additional information concerning each particular Trustee and
certain of their Trustee Attributes. The information provided below, and in the table above, is not all-inclusive. Many Trustee Attributes
involve intangible elements, such as intelligence, integrity, work ethic, the ability to work together, the ability to communicate effectively,
the ability to exercise judgment, the ability to ask incisive questions, and commitment to shareholder interests. In conducting its annual
self-assessment, the Board has determined that the Trustees have the appropriate attributes and experience to serve effectively as Trustees
of the Trust.
The
Board has concluded that Ms. Byrd should serve as a Trustee because of her substantial financial services experience through her current
position as CFO at LFO Management, LLC, as well as through former positions. Ms. Byrd, CPA serves as the Chairperson of the Audit Committee.
Ms. Byrd’s experience, qualifications, attributes, or skills, on an individual basis and in combination with those of the other
Trustees, led to the Board's conclusion that she possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities
with respect to the Trust.
The
Board has concluded that Ms. Cytron should serve as a Trustee because of her substantial executive experience through her current position
as President of The Founder’s Arena and her former position as CEO & Founder, Pendo Systems, Inc., as well as through service
on other boards. Ms. Cytron serves as the Chairperson of the Governance Committee. Ms. Cytron's experience, qualifications, attributes,
or skills, on an individual basis and in combination with those of the other Trustees, led to the Board's conclusion that she possesses
the requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to the Trust.
The
Board has concluded that Mr. Jules should serve as a Trustee because of his substantial financial services experience through his current
position as Vice President and Head Trader at 3Edge Asset Management LLC, as well as through former positions. Mr. Jules’ experience,
qualifications, attributes, or skills, on an individual basis and in combination with those of the other Trustees, led to the Board's
conclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to
the Trust.
The
Board has concluded that Mr. Powell should serve as a Trustee because of his substantial financial industry experience and his board service
for other registered investment companies. Mr. Powell’s experience, qualifications, attributes, or skills on an individual basis
and in combination with those of the other Trustees, led to the Board's conclusion that he possesses the requisite skills and attributes
as a Trustee to carry out oversight responsibilities with respect to the Trust.
The
Board has concluded that Mr. Falkeis should serve as a Trustee because of his substantial investment company experience and his experience
with financial, accounting, investment, and regulatory matters through his former position as Senior Vice President and Chief Financial
Officer (and other positions) of U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund
Services”), a full service provider to ETFs, mutual funds, and alternative investment products, from 1997 to 2013, as well as a
Trustee and Chairman of Tidal Trust I, from 2018 to present, Trustee and Chairman of Tidal Trust II, from 2022 to present, Trustee and
Chairman of Tidal Trust IV, from 2025 to present and Trustee and Chairman of Tidal Trust V, from 2025 to present. In addition, he has
experience consulting with investment advisors regarding the legal structure of mutual funds, distribution channel analysis, and actual
distribution of those funds. Mr. Falkeis also has substantial managerial, operational, technological, and risk oversight related experience
through his former position as Chief Operating Officer of the advisers to the Direxion mutual fund and ETF complex. Mr. Falkeis’
experience, qualifications, attributes, or skills on an individual basis and in combination with those of the
other
Trustees led to the Board's conclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities
with respect to the Trust.
Board
Committees. The Board has established the following standing committees of the Board:
Audit
Committee. The Board has a standing Audit Committee that is composed of certain of the Independent Trustees of the Trust (Mses. Byrd
and Cytron, and Mr. Jules) and is chaired by an Independent Trustee. Ms. Byrd is chair of the Audit Committee, and she presides at the
Audit Committee meetings, participates in formulating agendas for Audit Committee meetings, and coordinates with management to serve as
a liaison between the Independent Trustees and management on matters within the scope of responsibilities of the Audit Committee as set
forth in its Board-approved written charter. The principal responsibilities of the Audit Committee include overseeing the Trust’s
accounting and financial reporting policies and practices and its internal controls; overseeing the quality, objectivity and integrity
of the Trust’s financial statements and the independent audits thereof; monitoring the independent auditor’s qualifications,
independence, and performance; acting as a liaison between the Trust’s independent auditors and the full Board; pre-approving all
auditing services to be performed for the Trust; reviewing the compensation and overseeing the work of the independent auditor (including
resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing
or issuing an audit report or related work; pre-approving all permitted non-audit services (including the fees and terms thereof) to be
performed for the Trust; pre-approving all permitted non-audit services to be performed for any investment adviser or sub-adviser to the
Trust by any of the Trust’s independent auditors if the engagement relates directly to the operations and financial reporting of
the Trust; meeting with the Trust’s independent auditors as necessary to (1) review the arrangement for and scope of the annual
audits and any special audits, (2) discuss any matters of concern relating to each Fund’s financial statements, (3) consider the
independent auditors’ comments with respect to the Trust’s financial policies, procedures and internal accounting controls
and Trust management’s responses thereto, and (4) review the form of opinion the independent auditors propose to render to the Board
and each Fund’s shareholders; discussing with management and the independent auditor significant financial reporting issues and
judgments made in connection with the preparation of each Fund’s financial statements; and reviewing and discussing reports from
the independent auditors on (1) all critical accounting policies and practices to be used, (2) all alternative treatments within generally
accepted accounting principles for policies and practices related to material items that have been discussed with management, (3) other
material written communications between the independent auditor and management, including any management letter, schedule of unadjusted
differences, or management representation letter, and (4) all non-audit services provided to any entity in the Trust that were not pre-approved
by the Committee; and reviewing disclosures made to the Committee by the Trust’s principal executive officer and principal accounting
officer during their certification process for each Fund’s Form N-CSR. For
the fiscal period ending June 30, 2026, the Audit Committee met two times with respect to the Funds.
The
Audit Committee also serves as the Qualified Legal Compliance Committee (“QLCC”) for the Trust for the purpose of compliance
with Rules 205.2(k) and 205.3(c) of the Code of Federal Regulations, regarding alternative reporting procedures for attorneys retained
or employed by an issuer who appear and practice before the SEC on behalf of the issuer (the “issuer attorneys”). An issuer
attorney who becomes aware of evidence of a material violation by the Trust, or by any officer, director, employee, or agent of the Trust,
may report evidence of such material violation to the QLCC as an alternative to the reporting requirements of Rule 205.3(b) (which requires
reporting to the chief legal officer and potentially escalating further to other entities). For
the fiscal period ending June 30, 2026, the QLCC did not meet with respect to the Trust.
Governance
Committee. The Board has a standing Governance Committee that is composed of each of the Independent Trustees of the Trust. The Governance
Committee operates under a written charter approved by the Board. The Governance Committee is responsible for seeking and reviewing candidates
for consideration as nominees for Trustees as is considered necessary from time to time and meets only as necessary. The Governance Committee
generally will not consider nominees recommended by shareholders. The Governance Committee is also responsible for, among other things,
reviewing and making recommendations regarding Independent Trustee compensation and the Trustees’ annual “self-assessment.”
Ms. Cytron is the chair of the Governance Committee. The Governance Committee meets periodically, as necessary, but at least annually.
For the fiscal period ending June 30, 2026, the Governance Committee met four
times.
Principal
Officers of the Trust
The
officers of the Trust conduct and supervise its daily business. The address of each officer of the Trust is c/o Tidal Trust III, 234 West
Florida Street, Suite 700, Milwaukee, Wisconsin 53204, unless otherwise indicated. Additional information about the Trust’s officers
is as follows:
|
Name
and
Year
of Birth |
Position(s)
Held
with
the Trust |
Term
of Office and
Length
of Time Served¹ |
Principal
Occupation(s)
During
Past 5 Years |
|
Eric
W. Falkeis
Born:
1973 |
President
and Principal Executive Officer |
Indefinite
term;
since
May 2024 |
Chief
Operating Officer, Tidal Investments LLC (since 2023); Chief Executive Officer, Tidal ETF Services LLC (since 2018). |
|
William
H. Woolverton, Esq.
Born:
1951 |
Chief
Compliance Officer and AML Compliance Officer |
Indefinite
term;
since
2023 |
Chief
Compliance Officer (since 2023), Compliance Adviser (2022 to 2023), Tidal Investments LLC; Senior Compliance Adviser, ACA Global (2020
to 2023); Director, Hadron Specialty Insurance Company (since 2023) Operating Partner, Altamont Capital Partners (private equity firm)
(2021 to present). |
|
Aaron
J. Perkovich
Born:
1973 |
Treasurer,
Principal
Financial Officer and Principal Accounting Officer |
Treasurer
since 2023,
Indefinite
term; Principal
Financial
Officer and
Principal
Accounting
Officer
since 2024;
Indefinite
term |
SVP
of Fund Administration (since 2024), Head of Fund Administration (2023 to 2024), Fund Administration Manager, (2022 to 2023), Tidal ETF
Services LLC; Assistant Director Investments, Mason Street Advisors, LLC (2021 to 2022); Vice President, U.S. Bancorp Fund Services, LLC
(2006
to 2021). |
|
Lissa
M. Richter
Born:
1979 |
Vice
President and Secretary |
Vice
President since
2025;
Indefinite term;
Secretary
since 2023;
Indefinite
term |
VP
of Fund Governance and Compliance (since 2024); ETF Regulatory Manager, (2021 to 2024). |
|
Jennifer
Smith
Born:
1985 |
Assistant
Treasurer |
Indefinite
term;
since
2024 |
Assistant
Vice President of Fund Administration, Tidal ETF Services LLC (Since 2024); Analyst, Tidal ETF Services, LLC (2023 to 2024); Fund Administrator,
U.S. Bancorp Fund Services, LLC
(2006
to 2023). |
¹
The Officers hold office until the next annual meeting of the Board of Trustees and until their successors have been elected and qualified.
Trustee
Ownership of Shares. Each Fund is required to show the dollar amount ranges of each Trustee’s “beneficial ownership”
of Shares and each other series of the Trust as of the end of the most recently completed calendar year. Dollar amount ranges disclosed
are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934, as amended (the “1934 Act”).
As
of December 31, 2025, the following Trustees beneficially owned shares of the Funds and certain other series of the Trust as follows,
and no other Trustee owned shares of any series of the Trust:
|
Name
of Trustee |
Dollar
Range of Shares
Owned
in the Funds |
Aggregate
Dollar Range of Shares
of
Series of the Trust |
|
Monica
H. Byrd |
NACP
- $10,001–$50,000
WOMN
- $10,001–$50,000 |
$10,001–$50,000 |
|
Ethan
Powell |
NACP
- $10,001–$50,000
WOMN
- $1–$10,000 |
$10,001–$50,000 |
Board
Compensation
Effective
January 1, 2026, the Independent Trustees each received an annual retainer of $50,000. The Independent Trustees also receive $6,000 per
regularly scheduled meeting attended and $4,000 per special meeting attended, as well as reimbursement for travel and other out-of-pocket
expenses incurred in connection with serving as a Trustee. In addition, the Audit Committee Chair receives an annual retainer of $12,000
and the Nominating and Governance Committee Chair receives an annual retainer of $6,000. Prior to January 1, 2026, the Independent Trustees
each receive an annual retainer of $25,000 and $5,000 per each meeting attended, as well as reimbursement for travel and other out-of-pocket
expenses incurred in connection with serving as a Trustee. In addition, the Audit Committee Chair received an annual retainer of $10,000
and the Nominating and Governance Committee Chair received an annual retainer of $5,000. The Trust has no pension or retirement plan.
The
following table shows the compensation earned by each Trustee for the Funds’
fiscal year ending June
30, 2026. Independent Trustee fees are an obligation of the Trust and are paid by the Adviser, as are other Trust expenses. The
Trust pays the Adviser a unitary fee which the Adviser uses to pay Trust expenses. Trustee compensation shown below does not include reimbursed
out-of-pocket expenses in connection with attendance at meetings.
|
Name |
Aggregate
Compensation
From
Funds |
Total
Compensation From
Fund
Complex Paid to Trustees |
|
Interested
Trustees |
|
|
|
Eric
W. Falkeis |
$0 |
$0 |
|
Independent
Trustees |
|
|
|
Monica
H. Byrd |
$0 |
$113,000 |
|
Pamela
Cytron |
$0 |
$107,500 |
|
Lawrence
Jules |
$0 |
$102,000 |
|
Ethan
Powell |
$0 |
$102,000 |
PRINCIPAL
SHAREHOLDERS, CONTROL PERSONS AND MANAGEMENT OWNERSHIP
A
principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding Shares. A control person is a shareholder
that owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the existence
of control. Shareholders owning voting securities in excess of 25% may determine the outcome of any matter affecting and voted on by shareholders
of the Funds.
As
of October 7, 2026, to the best of the Trust’s knowledge, the following shareholders were considered to be principal shareholders
of the Funds:
|
Name
and Address |
%
of Ownership |
Type
of Ownership |
|
Impact
Shares NAACP Minority Empowerment ETF |
|
|
|
Charles
Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105-1905
|
42.92% |
Record |
|
National
Financial Services LLC 245 Summer Street Boston, MA 02210
|
27.78% |
Record |
|
Impact
Shares Women’s Empowerment ETF |
|
|
|
Charles
Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105-1905
|
38.61% |
Record |
|
National
Financial Services LLC 245 Summer Street Boston, MA 02210
|
20.14% |
Record |
|
JPMorgan
Chase Bank, National Association 1111 Polaris Parkway Columbus, OH 43240
|
12.89% |
Record |
|
The
Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 |
5.90% |
Record |
As
of October 1, 2026, to the best of the Trust’s knowledge, no person was a control person of each Fund and the Trustees and officers
of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of each Fund.
CODES
OF ETHICS
The
Trust and the Adviser have each adopted codes of ethics pursuant to Rule 17j-1 of the 1940 Act. These codes of ethics are designed to
prevent affiliated persons of the Trust and the Adviser from engaging in deceptive, manipulative, or fraudulent activities in connection
with securities held or to be acquired by a Fund (which may also be held by persons subject to the codes of ethics). Each code of ethics
permits personnel subject to that code of ethics to invest in securities for their personal investment accounts, subject to certain limitations,
including limitations related to securities that may be purchased or held by the Funds. The Distributor (as defined below) relies on the
principal underwriters exception under Rule 17j-1(c)(3), specifically where the Distributor is not affiliated with the Trust or the Adviser
and no officer, director, or general partner of the Distributor serves as an officer, director, or general partner of the Trust, or the
Adviser.
There
can be no assurance that the codes of ethics will be effective in preventing such activities. Each code of ethics may be found on the
SEC’s website at http://www.sec.gov.
PROXY
VOTING POLICIES
The
Board has delegated proxy voting responsibilities to the Adviser, subject to the Board’s oversight. In delegating proxy responsibilities,
the Board has directed that proxies be voted consistent with each Fund’s and its shareholders’ best interests and in compliance
with all applicable proxy voting rules and regulations. The Adviser has adopted proxy voting policies and guidelines for this purpose
(“Proxy Voting Policies”), which have been adopted by the Trust as the policies and procedures that will be used when voting
proxies on behalf of the Funds.
In
the absence of a conflict of interest, the Adviser will generally vote “for” routine proposals, such as the election of directors,
approval of auditors, and amendments or revisions to corporate documents to eliminate outdated or unnecessary provisions. Unusual or disputed
proposals will be reviewed and voted on a case-by-case basis. The Proxy Voting Policies address, among other things,
material
conflicts of interest that may arise between the interests of each Fund and the interests of the Adviser. The Proxy Voting Policies will
ensure that all issues brought to shareholders are analyzed in light of the Adviser’s fiduciary responsibilities.
The
Trust’s Chief Compliance Officer is responsible for monitoring the effectiveness of the Proxy Voting Policies.
Information
on how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1)
without charge, upon request, by calling (844) 954-7733, (2) on the Fund’s
website at www.impactetfs.org, or (3) on the SEC’s website at www.sec.gov.
INVESTMENT
ADVISER
Tidal
Investments LLC, a Tidal Financial Group company, located at 234 West Florida St, Suite 700, Milwaukee, Wisconsin 53204, serves as investment
adviser to the Funds and has overall responsibility for the general management and administration of the Funds.
Pursuant
to the Investment Advisory Agreement (the “Advisory Agreement”), the Adviser provides investment advice to the Funds and oversees
the day-to-day operations of the Funds subject to the direction and oversight of the Board. Under the Advisory Agreement, the Adviser
is also responsible for arranging sub-advisory, transfer agency, custody, fund administration and accounting, and other related services
necessary for the Funds to operate. The Adviser is responsible for trading portfolio securities for the Funds, including selecting broker-dealers
to execute purchase and sale transactions. The Adviser administers the Funds’ business affairs, provides office facilities and equipment
and certain clerical, bookkeeping, and administrative services. Under the Advisory Agreement, in exchange for a single unitary management
fee from each Fund, the Adviser has agreed to pay all expenses incurred by the Funds except for the Excluded Expenses, as defined in the
Prospectus. For services provided to the Funds, the Funds pay the Adviser a unitary management fee, which is calculated daily and paid
monthly, as shown in the table below:
|
|
|
Impact
Shares NAACP Minority Empowerment ETF |
|
Impact
Shares Women’s Empowerment ETF |
|
The
Advisory Agreement with respect to the Funds will continue in force for an initial period of two years. Thereafter, the Advisory Agreement
will be renewable from year to year with respect to each Fund, so long as its continuance is approved at least annually (1) by the vote,
cast in person (or in another manner permitted by the 1940 Act or pursuant to exemptive relief therefrom) at a meeting called for that
purpose, of a majority of those Trustees who are not “interested persons” of the Adviser or the Trust; and (2) by the majority
vote of either the full Board or the vote of a majority of the outstanding Shares. The Advisory Agreement automatically terminates on
assignment and is terminable on 60-days’ written notice either by the Trust or the Adviser.
The
Adviser shall not be liable to the Trust or any shareholder for anything done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties imposed upon it by its agreement with the Trust or for any
losses that may be sustained in the purchase, holding, or sale of any security.
The
table below shows management fees paid by the Funds to the Adviser for the periods indicated.
|
|
|
Impact
Shares NAACP Minority Empowerment ETF |
|
For
the fiscal year ended June 30, 2024 (fees paid to Impact Shares Corp.) |
|
For
the fiscal year ended June 30, 2024 (fees paid to Tidal) |
|
For
the fiscal year ended June 30, 2025 |
|
For
the fiscal year ended June 30, 2026 |
|
Impact
Shares Women’s Empowerment ETF |
|
For
the fiscal year ended June 30, 2024 (fees paid to Impact Shares Corp.) |
|
For
the fiscal year ended June 30, 2024 (fees paid to Tidal) |
|
For
the fiscal year ended June 30, 2025 |
|
For
the fiscal year ended June 30, 2026 |
|
¹
Prior to January 29, 2024, Impact Shares Corp. served as investment adviser during each period indicated.
Former
Investment Sub-Adviser
Impact
Shares, Corp. (the “Sub-Adviser”), a Texas corporation located at 5950 Berkshire Lane, Suite 1420, Dallas, Texas 75225, previously
served as investment sub-adviser to the Funds. The Sub-Adviser became sub-adviser to the Impact Shares NAACP Minority Empowerment ETF
on January 29, 2024, and sub-adviser to the Impact Shares Women’s Empowerment ETF on September 1, 2023. Effective June 27, 2025,
the Sub-Adviser ceased serving as investment sub-adviser to the Funds.
The
following table shows the total fees paid by the Adviser, on behalf of each Fund, to the Sub-Adviser for the periods indicated:
|
|
Fees
Paid to the Sub-Adviser |
Impact
Shares NAACP Minority Empowerment ETF |
|
For
the period January 29, 2024 to June 30, 2024 |
|
For
the period July 1, 2024 to June 27, 2025 |
|
For
the fiscal year ended June 30, 2026 |
|
Impact
Shares Women’s Empowerment ETF |
|
For
the period September 1, 2023 to June 30, 2024 |
|
For
the period July 1, 2024 to June 27, 2025 |
|
For
the fiscal year ended June 30, 2026 |
|
PORTFOLIO
MANAGERS
The
Funds are managed jointly and primarily by Andy Hicks and Qiao Duan, Portfolio Managers for the Adviser.
Other
Accounts.
In addition to the Funds, the portfolio managers managed the following other accounts as of June
30, 2026.
Andy
Hicks, Portfolio Manager for the Adviser
|
Type
of Accounts |
Total
Number
of
Accounts |
Total
Assets
of
Accounts
(in
millions) |
Total
Number
of
Accounts
Subject
to a
Performance-
Based
Fee |
Total
Assets
of
Accounts
Subject
to a
Performance-
Based
Fee
(in
millions) |
|
Registered
Investment Companies |
28 |
$4,601.40 |
0 |
$0 |
|
Other
Pooled Investment Vehicles |
0 |
$0 |
0 |
$0 |
|
Other
Accounts |
0 |
$0 |
0 |
$0 |
Qiao
Duan, CFA, Portfolio Manager for the Adviser
|
Type
of Accounts |
Total
Number
of
Accounts |
Total
Assets
of
Accounts
(in
millions) |
Total
Number
of
Accounts
Subject
to a
Performance-
Based
Fee |
Total
Assets
of
Accounts
Subject
to a
Performance-
Based
Fee
(in
millions) |
|
Registered
Investment Companies |
98 |
$22,806.88 |
0 |
$0 |
|
Other
Pooled Investment Vehicles |
0 |
$0 |
0 |
$0 |
|
Other
Accounts |
0 |
$0 |
0 |
$0 |
Portfolio
Manager Fund Ownership. The Funds are required to show the dollar range of each portfolio
manager’s “beneficial ownership” of Shares as of the end of the most recently completed fiscal year. Dollar amount ranges
disclosed are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934
Act.
As
of June 30, 2026, no Portfolio Manager owned shares of the Funds.
Portfolio
Manager Compensation.
The
portfolio managers are compensated by the Adviser with a base salary and discretionary bonus based on the financial performance and profitability
of the Adviser and not based on the performance of the Funds. To the extent a portfolio manager is an equity owner of the Adviser, such
portfolio manager may benefit indirectly from the revenue generated by the Funds’ Advisory Agreement with the Adviser.
Description
of Material Conflicts of Interest. The portfolio managers’ management of “other
accounts” may give rise to potential conflicts of interest in connection with their management of the Funds’ investments,
on the one hand, and the investments of the other accounts, on the other. The other accounts may have similar investment objectives or
strategies as the Funds. A potential conflict of interest may arise as a result, whereby a portfolio manager could favor one account over
another. Another potential conflict could include a portfolio manager’s knowledge about the size, timing, and possible market impact
of trades by a Fund, whereby a portfolio manager could use this information to the advantage of other accounts and to the disadvantage
of the Fund. For instance, the portfolio managers may receive fees from certain accounts that are higher than the fees received from the
Funds, or receive a performance-based fee on certain accounts. In those instances, a portfolio manager has an incentive to favor the higher
and/or performance-based fee accounts over the Funds. To mitigate these conflicts, the Adviser has established policies and procedures
to ensure that the purchase and sale of securities among all accounts the firm manages are fairly and equitably allocated.
THE
DISTRIBUTOR
The
Trust and Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group (dba ACA Group) (the “Distributor”)
are parties to a distribution agreement (“Distribution Agreement”), whereby the Distributor acts as principal underwriter
for the Funds and distributes Shares on a best efforts basis. Shares are continuously offered for sale by the Distributor only in Creation
Units. The Distributor will not distribute Shares in amounts less than a Creation Unit and does not maintain a secondary market in Shares.
The principal business address of the Distributor is 190 Middle Street, Suite 301, Portland, Maine 04101.
Under
the Distribution Agreement, the Distributor, as agent for the Trust, will review orders for the purchase and redemption of Creation Units,
provided that any subscriptions and orders will not be binding on the Trust until accepted by the Trust. The Distributor is a broker-dealer
registered under the 1934 Act and a member of FINRA.
The
Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation
Units of Shares. Such Soliciting Dealers may also be Authorized Participants (as discussed in “Procedures for Purchase of Creation
Units” below) or DTC participants (as defined below).
The
Distribution Agreement will continue for two years from its effective date and is renewable annually thereafter. The continuance of the
Distribution Agreement must be specifically approved at least annually (1) by the vote of the Trustees or by a vote of the shareholders
of each Fund and (2) by the vote of a majority of the Independent Trustees who have no direct or indirect financial interest in the operations
of the Distribution Agreement or any related agreement, cast in person (or in another manner permitted by the 1940 Act or pursuant to
exemptive relief therefrom) at a meeting called for the purpose of voting on such approval. The Distribution Agreement is terminable without
penalty by the Trust on 60 days’ written notice when authorized either by majority vote of its outstanding voting Shares or by a
vote of a majority of its Board (including a majority of the Independent Trustees), or by the Distributor on 60 days’ written notice,
and will automatically terminate in the event of its assignment. The Distribution Agreement provides that, in the absence of willful misfeasance,
bad faith, or gross negligence on the part of the Distributor, or reckless disregard by it of its obligations thereunder, the Distributor
shall not be liable for any action or failure to act in accordance with its duties thereunder.
For
the fiscal years ended June 30, 2024, June 30, 2025, and June 30, 2026, the Funds did not incur underwriting commissions and the Distributor
did not retain any amounts.*
*
Prior to August 26, 2024, SEI Investments Distribution Co. served as the Funds’ distributor.
Intermediary
Compensation.
The Adviser, or its affiliates, out of its own resources and not out of Fund assets (i.e., without additional cost to each Fund or
its shareholders), may pay certain broker dealers, banks, and other financial intermediaries (“Intermediaries”) for certain
activities related to the Funds, including participation in activities that are designed to make Intermediaries more knowledgeable about
exchange traded products, including the Funds, or for other activities, such as marketing and educational training or support. These arrangements
are not financed by the Funds and, thus, do not result in increased Fund expenses. They are not reflected in the fees and expenses listed
in the fees and expenses sections of the Funds’ Prospectus and they do not change the price paid by investors for the purchase of
Shares or the amount received by a shareholder as proceeds from the redemption of Shares.
Such
compensation may be paid to Intermediaries that provide services to the Funds, including marketing and education support (such as through
conferences, webinars, and printed communications). The Adviser will periodically assess the advisability of continuing to make these
payments. Payments to an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your adviser, broker,
or other investment professional, if any, may also be significant to such adviser, broker, or investment professional. Because an Intermediary
may make decisions about what investment options it will make available or recommend, and what services to provide in connection with
various products, based on payments it receives or is eligible to receive, such payments create conflicts of interest between the Intermediary
and its clients. For example, these financial incentives may cause the Intermediary to recommend a Fund over other investments. The same
conflict of interest exists with respect to your financial adviser, broker, or investment professional if they receive similar payments
from their Intermediary firm.
Intermediary
information is current only as of the date of this SAI. Please contact your adviser, broker, or other investment professional for more
information regarding any payments their Intermediary firm may receive. Any payments made by the Adviser or its affiliates to an Intermediary
may create the incentive for an Intermediary to encourage customers to buy Shares.
If
you have any additional questions, please call (844) 954-7733.
Distribution
(Rule 12b-1) Plan. The Trust has adopted a Distribution (Rule 12b-1) Plan (the “Plan”)
in accordance with the provisions of Rule 12b-1 under the 1940 Act. Currently, no 12b-1 fees are charged, and no payments pursuant to
the Plan are expected to be made during the twelve (12) month period from the date of this SAI. Rule 12b-1 fees to be paid by a Fund under
the Plan may only be imposed after approval by the Board.
Continuance
of the Plan must be approved annually by a majority of the Trustees of the Trust and by a majority of the Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust and have no direct or indirect financial interest in the Plan or in any agreements related
to the Plan (“Independent Trustees”). None of the Independent Trustees have a direct or indirect financial interest in the
Plan or in any agreements related to the Plan. The Plan may be continued from year-to-year only if the Board, including a majority of
the Independent Trustees, concludes at least annually that continuation of the Plan is likely to benefit shareholders. The Board has determined
that the Plan is likely to benefit the Funds by providing an incentive for brokers, dealers, and other financial intermediaries to engage
in sales and marketing efforts on behalf of the Funds and to provide enhanced services to shareholders. The Board also determined that
the Plan may enhance the Funds’ ability to sell shares and access important distribution channels.
The
Plan requires that quarterly written reports of amounts spent under the Plan and the purposes of such expenditures be furnished to and
reviewed by the Trustees. The Plan may not be amended to increase materially the amount that may be spent thereunder without approval
by a majority of the outstanding Shares. All material amendments of the Plan will require approval by a majority of the Trustees of the
Trust and of the Independent Trustees.
The
Plan provides that each Fund pays the Distributor an annual fee of up to a maximum of 0.25% of the average daily net assets of the Shares.
Under the Plan, the Distributor may make payments pursuant to written agreements to financial institutions and intermediaries such as
banks, savings and loan associations, and insurance companies including, without limit, investment counselors, broker-dealers, and the
Distributor’s affiliates and subsidiaries (collectively, “Agents”) as compensation for services and reimbursement of
expenses incurred in connection with distribution assistance. The Plan is characterized as a compensation plan since the distribution
fee will be paid to the Distributor without regard to the distribution expenses incurred by the Distributor or the amount of payments
made to other financial institutions and intermediaries. The Trust intends to operate the Plan in accordance with its terms and with FINRA
rules concerning sales charges.
Under
the Plan, subject to the limitations of applicable law and regulations, each Fund is authorized to compensate the Distributor up to the
maximum amount to finance any activity primarily intended to result in the sale of Creation Units of the Fund or for providing, or arranging
for others to provide, shareholder services and for the maintenance of shareholder accounts. Such activities may include, but are not
limited to: (1) delivering copies of a Fund’s then current reports, prospectuses, notices, and similar materials, to prospective
purchasers
of Creation Units; (2) marketing and promotional services, including advertising; (3) paying the costs of and compensating others, including
Authorized Participants with whom the Distributor has entered into written Authorized Participant Agreements, for performing shareholder
servicing on behalf of the Fund; (4) compensating certain Authorized Participants for providing assistance in distributing the Creation
Units of the Fund, including the travel and communication expenses and salaries and/or commissions of sales personnel in connection with
the distribution of the Creation Units of the Fund; (5) payments to financial institutions and intermediaries such as banks, savings and
loan associations, insurance companies, and investment counselors, broker-dealers, mutual fund supermarkets, and the affiliates and subsidiaries
of the Trust’s service providers as compensation for services or reimbursement of expenses incurred in connection with distribution
assistance; (6) facilitating communications with beneficial owners of Shares, including the cost of providing, or paying others to provide,
services to beneficial owners of Shares, including, but not limited to, assistance in answering inquiries related to Shareholder accounts;
and (7) such other services and obligations as are set forth in the Distribution Agreement.
ADMINISTRATOR
Tidal
ETF Services LLC (the “Administrator”), a Tidal Financial Group company and an affiliate of the Adviser, serves as the Funds’
administrator. The Administrator is located at 234 West Florida Street, Suite 700, Milwaukee, Wisconsin 53204. Pursuant to a Fund Administration
Servicing Agreement between the Trust and the Administrator, the Administrator provides the Trust with, or arranges for, administrative,
compliance, and management services (other than investment advisory services) to be provided to the Trust and the Board. Pursuant to the
Fund Administration Servicing Agreement, officers or employees of the Administrator serve as the Trust’s principal executive officer,
principal financial officer, and chief compliance officer, the Administrator coordinates the payment of Fund-related expenses, and the
Administrator manages the Trust’s relationships with its various service providers. As compensation for the services it provides,
the Administrator receives a fee based on each Fund’s average daily net assets, subject to a minimum annual fee. The Administrator
also is entitled to certain out-of-pocket expenses for the services mentioned above.
The
following table shows the total fees paid on behalf of each Fund to the Administrator for the fiscal years indicated:
|
|
Fees
Paid to
the
Administrator |
|
Impact
Shares NAACP Minority Empowerment ETF |
|
|
For
the fiscal year ended June 30, 2024 (fees paid to SEI) |
$35,000 |
|
For
the fiscal year ended June 30, 2024 (fees paid to Tidal ETF Services LLC) |
$16,831 |
|
For
the fiscal year ended June 30, 2025 |
$80,899 |
|
For
the fiscal year ended June 30, 2026 |
$40,000 |
|
|
|
|
Impact
Shares Women’s Empowerment ETF |
|
|
For
the fiscal year ended June 30, 2024 (fees paid to SEI) |
$35,000 |
|
For
the fiscal year ended June 30, 2024 (fees paid to Tidal ETF Services LLC) |
$33,224 |
|
For
the fiscal year ended June 30, 2025 |
$80,919 |
|
For
the fiscal year ended June 30, 2026 |
$40,000 |
|
|
|
TRANSFER
AGENT AND FUND ACCOUNTANT
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), located at 615 East
Michigan Street, Milwaukee, Wisconsin 53202, serves as the Funds’ transfer agent and fund accountant.
Pursuant
to a Transfer Agent/Fund Accounting Servicing Agreement between the Trust and Global Fund Services, Global Fund Services provides transfer
agency and fund accounting services to the Funds. In this capacity, Global Fund Services does not have any responsibility or authority
for the management of the Funds, the determination of investment policy, or for any matter pertaining to the distribution of Shares. As
compensation for the transfer agency and fund accounting services, the Adviser pays Global Fund Services a
fee
based on each Fund’s average daily net assets, subject to a minimum annual fee. Global Fund Services also is entitled to certain
out-of-pocket expenses for the services mentioned above, including pricing expenses.
The
table below shows the fees paid to Global Fund Services by the Fund's for the fiscal period indicated below:
|
|
Fees
Paid to Global Fund Services |
|
Impact
Shares NAACP Minority Empowerment ETF |
|
|
For
the fiscal year ended June 30, 2026 |
$33,000 |
|
Impact
Shares Women’s Empowerment ETF |
|
|
For
the fiscal year ended June 30, 2026 |
$33,000 |
CUSTODIAN
Pursuant
to a Custody Agreement, U.S. Bank National Association (“U.S. Bank”), 1555 North Rivercenter Drive, Milwaukee, Wisconsin 53212,
serves as the custodian (the “Custodian”) of each Fund’s assets. U.S. Bank is the parent company of Global Fund Services.
The Custodian holds and administers the assets in the Funds’ portfolio. Pursuant to the Custody Agreement, the Custodian receives
an annual fee from the Adviser based on the Trust’s total average daily net assets, subject to a minimum annual fee, and certain
settlement charges. The Custodian also is entitled to certain out-of-pocket expenses.
LEGAL
COUNSEL
Sullivan
& Worcester LLP, 1251 Avenue of the Americas, 19th Floor, New York,
NY 10020, serves as legal counsel for the Trust and the Independent Trustees.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Cohen
& Company, Ltd., 875 E Wisconsin Ave, Suite 210, Milwaukee, Wisconsin 53202, serves as the independent registered public accounting
firm for the Funds. Its services include auditing the Funds financial statements. Cohen & Co Advisory, LLC, an affiliate of Cohen
& Company, Ltd., provides tax services as requested.
PORTFOLIO
HOLDINGS DISCLOSURE POLICIES AND PROCEDURES
The
Board has adopted a policy regarding the disclosure of information about each Fund’s security holdings. Each Fund’s entire
portfolio holdings are publicly disseminated each day that the Funds are open for business and through financial reporting and news services
including publicly available internet web sites. In addition, the composition of the Deposit Securities is publicly disseminated daily
prior to the opening of the Exchange via the National Securities Clearing Corporation (“NSCC”).
DESCRIPTION
OF SHARES
The
Third Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”) authorizes the issuance of an unlimited
number of funds and shares. Each share represents an equal proportionate interest in such Fund with each other share. Shares are entitled
upon liquidation to a pro rata share in the net assets of such Fund. Shareholders have no preemptive rights. The Declaration of Trust
provides that the Trustees may create additional series or classes of shares. All consideration received by the Trust for shares of any
additional funds and all assets in which such consideration is invested would belong to that fund and would be subject to the liabilities
related thereto. Share certificates representing Shares will not be issued. Shares, when issued, are fully paid and non-assessable.
Each
Share has one vote with respect to matters upon which a shareholder vote is required, consistent with the requirements of the 1940 Act
and the rules promulgated thereunder. Shares of all funds in the Trust vote together as a single class, except that if the matter being
voted on affects only a particular fund it will be voted on only by that fund and if a matter affects a particular fund differently from
other funds, that fund will vote separately on such matter. As a Delaware statutory trust, the Trust is not required, and does not
intend,
to hold annual meetings of shareholders. Approval of shareholders will be sought, however, for certain changes in the operation of the
Trust and for the election of Trustees under certain circumstances.
Under
the Declaration of Trust, the Trustees have the power to liquidate each Fund without shareholder approval. While the Trustees have no
present intention of exercising this power, they may do so if a Fund fails to reach a viable size within a reasonable amount of time or
for such other reasons as may be determined by the Board.
LIMITATION
OF TRUSTEES’ LIABILITY
The
Declaration of Trust provides that a Trustee shall be liable only for his or her own willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in the conduct of the office of Trustee and shall not be liable for errors of judgment or
mistakes of fact or law. The Declaration of Trust also provides that the Trust shall indemnify each person who is, or has been, a Trustee
or officer of the Trust, and upon the due approval of the Trustees, each person who is, or has been an employee or agent of the Trust,
and, upon due approval of the Trustees, any person who is serving or has served at the Trust’s request as a director, officer, partner,
trustee, employee, agent, or fiduciary of another organization with respect to any alleged acts or omissions while acting within the scope
of a Trustee’s service in such a position. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against
any liability for a Trustee’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in
the conduct of the office of Trustee. Nothing contained in this section attempts to disclaim a Trustee’s individual liability in
any manner inconsistent with the federal securities laws.
BROKERAGE
TRANSACTIONS
The
policy of the Trust regarding purchases and sales of securities for a Fund is that primary consideration will be given to obtaining the
most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected
on a stock exchange, the Trust’s policy is to pay commissions which are considered fair and reasonable without necessarily determining
that the lowest possible commissions are paid in all circumstances. The Trust believes that a requirement always to seek the lowest possible
commission cost could impede effective portfolio management and preclude a Fund and the Adviser from obtaining a high quality of brokerage
and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser will rely
upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage
services received from the broker effecting the transaction. Such determinations are necessarily subjective and imprecise, as in most
cases, an exact dollar value for those services is not ascertainable. The Trust has adopted policies and procedures that prohibit the
consideration of sales of Shares as a factor in the selection of a broker or dealer to execute its portfolio transactions.
The
Adviser owes fiduciary duties to its clients to seek to provide best execution on trades effected. In selecting a broker/dealer for each
specific transaction, the Adviser chooses the broker/dealer deemed most capable of providing the services necessary to obtain the most
favorable execution. “Best execution” is generally understood to mean the most favorable cost or net proceeds reasonably obtainable
under the circumstances. The full range of brokerage services applicable to a particular transaction may be considered when making this
judgment, which may include, but is not limited to liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders,
competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement
processing, use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, underwriting, and provision
of information on a particular security or market in which the transaction is to occur. The specific criteria will vary depending upon
the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select from among multiple
broker/dealers. The Adviser will also use electronic crossing networks (“ECNs”) when appropriate.
Subject
to the foregoing policies, brokers or dealers selected to execute a Fund’s portfolio transactions may include such Fund’s
Authorized Participants (as discussed in “Purchase and Redemption of Shares in Creation Units — Procedures for Purchase of
Creation Units” below) or their affiliates. An Authorized Participant or its affiliates may be selected to execute a Fund’s
portfolio transactions in conjunction with an all-cash Creation Unit order or an order including “cash-in-lieu” (as described
below under “Purchase and Redemption of Shares in Creation Units”), so long as such selection is in keeping with the foregoing
policies. As described below under “Purchase and Redemption of Shares in Creation Units — Creation Transaction Fee”
and “ — Redemption Transaction Fee”, a Fund may determine to not charge a variable fee on certain orders when the Adviser
has determined that doing so
is
in the best interests of a Fund’s shareholders, even if the decision to not charge a variable fee could be viewed as benefiting
the Authorized Participant or its affiliate selected to execute such Fund’s portfolio transactions in connection with such orders.
The
Adviser may use a Fund’s assets for, or participate in, third-party soft dollar arrangements, in addition to receiving proprietary
research from various full-service brokers, the cost of which is bundled with the cost of the broker’s execution services. The Adviser
does not “pay up” for the value of any such proprietary research. Section 28(e) of the 1934 Act permits the Adviser under
certain circumstances, to cause a Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission
another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services
provided by the broker or dealer. The Adviser may receive a variety of research services and information on many topics, which it can
use in connection with its management responsibilities with respect to the various accounts over which it exercises investment discretion
or otherwise provides investment advice. The research services may include qualifying order management systems, portfolio attribution
and monitoring services, and computer software and access charges which are directly related to investment research.
Accordingly,
a Fund may pay a broker commission higher than the lowest available in recognition of the broker’s provision of such services to
the Adviser but only if the Adviser determines the total commission (including the soft dollar benefit) is comparable to the best commission
rate that could be expected to be received from other brokers. The amount of soft dollar benefits received depends on the amount of brokerage
transactions effected with the brokers. A conflict of interest exists because there is an incentive to (1) cause clients to pay a higher
commission than the firm might otherwise be able to negotiate, (2) cause clients to engage in more securities transactions than would
otherwise be optimal, and (3) only recommend brokers that provide soft dollar benefits.
The
Adviser faces a potential conflict of interest when it uses client trades to obtain brokerage or research services. This conflict exists
because the Adviser can use the brokerage or research services to manage client accounts without paying cash for such services, which
reduces the Adviser’s expenses to the extent that the Adviser would have purchased such products had they not been provided by brokers.
Section 28(e) permits the Adviser to use brokerage or research services for the benefit of any account it manages. Certain accounts managed
by the Adviser may generate soft dollars used to purchase brokerage or research services that ultimately benefit the Adviser, the Affiliates,
or other accounts managed by the Adviser effectively cross subsidizing the other accounts managed by the Adviser that benefit directly
from the product. The Adviser may not necessarily use all of the brokerage or research services in connection with managing a Fund whose
trades generated the soft dollars used to purchase such products.
The
Adviser is responsible, subject to oversight by the Board, for placing orders on behalf of the Fund for the purchase or sale of portfolio
securities. If purchases or sales of portfolio securities of the Fund and one or more other investment companies or clients supervised
by the Adviser are considered at or about the same time, transactions in such securities are allocated among the several investment companies
and clients in a manner deemed equitable and consistent with its fiduciary obligations to all by the Adviser. In some cases, this procedure
could have a detrimental effect on the price or volume of the security so far as the Fund is concerned. However, in other cases, it is
possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the
Fund. The primary consideration is prompt execution of orders at the most favorable net price.
The
Funds may deal with affiliates in principal transactions to the extent permitted by exemptive order or applicable rule or regulation.
The
following table sets forth brokerage commissions paid by each Fund for the fiscal years indicated:
|
|
Brokerage
Commissions |
|
Impact
Shares NAACP Minority Empowerment ETF |
|
|
For
the fiscal year ended June 30, 2024 |
$3,075 |
|
For
the fiscal year ended June 30, 2025 |
$2,134 |
|
For
the fiscal year ended June 30, 2026 |
$2,499 |
|
|
|
|
Impact
Shares Women’s Empowerment ETF |
|
|
For
the fiscal year ended June 30, 2024 |
$3,124 |
|
For
the fiscal year ended June 30, 2025 |
$1,957 |
|
For
the fiscal year ended June 30, 2026 |
$4,191 |
Brokerage
with Fund Affiliates. The Funds may execute brokerage or other agency transactions through registered broker-dealer affiliates
of the Funds or the Adviser for a commission in conformity with the 1940 Act, the 1934 Act and rules promulgated by the SEC. These rules
require that commissions paid to the affiliate by the Funds for exchange transactions not exceed “usual and customary” brokerage
commissions. The rules define “usual and customary” commissions to include amounts which are “reasonable and fair compared
to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving
similar securities being purchased or sold on a securities exchange during a comparable period of time.” The Trustees, including
those who are not “interested persons” of the Funds, have adopted procedures for evaluating the reasonableness of commissions
paid to affiliates and review these procedures periodically.
The
Funds are required to identify the securities of their “regular brokers or dealers” that the Funds has acquired during its
most recent fiscal year.
For
the fiscal year ended June 30, 2026, neither Fund paid brokerage commissions to any registered broker-dealer affiliates of the Funds or
the Adviser.
Directed
Brokerage. The Funds did not pay any commissions on brokerage transactions
directed to brokers pursuant to an agreement or understanding whereby the broker provides research or other brokerage services to the
Adviser.
Securities
of “Regular Broker-Dealers.” The Funds are required to identify any securities of its “regular brokers and dealers”
(as such term is defined in the 1940 Act) that it may hold at the close of its most recent fiscal year. “Regular brokers or dealers”
of the Funds are the ten brokers or dealers that, during the most recent fiscal year: (1) received the greatest dollar amounts of brokerage
commissions from a Fund’s portfolio transactions; (2) engaged as principal in the largest dollar amounts of portfolio transactions
of a Fund; or (3) sold the largest dollar amounts of Shares.
Neither
Fund acquired any securities of its “regular brokers or dealers” or their parent companies during the fiscal year ended June
30, 2026.
PORTFOLIO
TURNOVER RATE
A
portfolio turnover rate is, in summary, the percentage computed by dividing the lesser of a Fund’s purchases or sales of securities
(excluding short-term securities and securities transferred in-kind) by the average market value of such Fund. A rate of 100% indicates
that the equivalent of all of a Fund’s assets have been sold and reinvested in a year. High portfolio turnover may affect the amount,
timing and character of distributions, and, as a result, may increase the amount of taxes payable by shareholders. Higher portfolio turnover
also results in higher transaction costs. To the extent that net short-term capital gains are realized by a Fund, any distributions resulting
from such gains are considered ordinary income for federal income tax purposes.
The
following table sets forth the portfolio turnover rate for each Fund for the fiscal years indicated:
|
|
Portfolio
Turnover |
|
Impact
Shares NAACP Minority Empowerment ETF |
|
|
For
the fiscal year ended June 30, 2025 |
24% |
|
For
the fiscal year ended June 30, 2026 |
25% |
|
|
|
|
Impact
Shares Women’s Empowerment ETF |
|
|
For
the fiscal year ended June 30, 2025 |
21% |
|
For
the fiscal year ended June 30, 2026 |
43% |
BOOK
ENTRY ONLY SYSTEM
The
Depository Trust Company (“DTC”) acts as securities depositary for Shares. Shares are represented by securities registered
in the name of DTC or its nominee, Cede & Co., and deposited with, or on behalf of, DTC. Except in limited circumstances set forth
below, certificates will not be issued for Shares.
DTC
is a limited-purpose trust company that was created to hold securities of its participants (the “DTC Participants”) and to
facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry
changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants
include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or
their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the NYSE and FINRA. Access
to the DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).
Beneficial
ownership of Shares is limited to DTC Participants, Indirect Participants, and persons holding interests through DTC Participants and
Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to in this SAI as
“Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with
respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that
are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their
purchase of Shares. The Trust recognizes DTC or its nominee as the record owner of all Shares for all purposes. Beneficial Owners of Shares
are not entitled to have Shares registered in their names and will not receive or be entitled to physical delivery of Share certificates.
Each Beneficial Owner must rely on the procedures of DTC and any DTC Participant and/or Indirect Participant through which such Beneficial
Owner holds its interests, to exercise any rights of a holder of Shares.
Conveyance
of all notices, statements, and other communications to Beneficial Owners is effected as follows. DTC will make available to the Trust
upon request and for a fee a listing of Shares held by each DTC Participant. The Trust shall obtain from each such DTC Participant the
number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC
Participant with copies of such notice, statement, or other communication, in such form, number, and at such place as such DTC Participant
may reasonably request, in order that such notice, statement, or communication may be transmitted by such DTC Participant, directly or
indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement
for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
Share
distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt
of any such distributions, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective
beneficial interests in the Funds as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants
and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and
will be the responsibility of such DTC Participants.
The
Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments made on
account of beneficial ownership interest in Shares, or for maintaining, supervising, or reviewing any records relating to such beneficial
ownership interests, or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such
DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
DTC
may determine to discontinue providing its service with respect to the Fund at any time by giving reasonable notice to the relevant Fund
and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Fund shall act either to
find a replacement for DTC to perform its functions at a comparable cost or, if such replacement is unavailable, to issue and deliver
printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to
the Exchange.
PURCHASE
AND REDEMPTION OF SHARES IN CREATION UNITS
The
Trust issues and redeems Shares only in Creation Units on a continuous basis through the Transfer Agent, without a sales load (but subject
to transaction fees, if applicable), at their NAV per share next determined after receipt of an order, on any Business Day, in proper
form pursuant to the terms of the Authorized Participant Agreement (“Participant Agreement”). The NAV of Shares is calculated
each Business Day as of the scheduled close of regular trading on the NYSE, generally 4:00 p.m., Eastern Time. The Fund will not issue
fractional Creation Units. A “Business Day” is any day on which the NYSE is open for regular trading.
Placement
of Creation or Redemption Orders. All orders to purchase or redeem Creation Units are to be governed according to the applicable
Participant Agreement that each Authorized Participant has executed. In general, all orders to purchase or redeem Creation Units must
be received by the transfer agent in the proper form required by the Participant Agreement no later than the closing time of the regular
trading session of the NYSE (ordinarily 4:00 p.m. Eastern Time) on each day the NYSE is open for business (the “Closing Time”)
in order for the purchase or redemption of Creation Units to be effected based on the NAV of shares of a Fund as next determined on such
date after receipt of the order in proper form. At its discretion, a Fund may require an Authorized Participant to submit an order to
purchase or redeem Creation Units earlier in the day, including in circumstances in which an applicable market for a security included
in the creation or redemption basket closes earlier than usual, or in such other circumstances as the Fund may determine and disclose
to Authorized Participants. In general, any Fund Deposit (as defined below) or Additional Cash Deposit (as also defined below) corresponding
to the placement of an order to purchase Creation Units must be transferred and delivered to the Custodian by no later than 2 p.m. Eastern
Time for a Fund on the contractual settlement date (or such other time as specified by the Trust and disclosed to Authorized Participants)
(in each instance, the “Deposit Deadline”).
Fund
Deposit. The consideration for purchase of a Creation Unit of a Fund generally consists
of the in-kind deposit of a designated portfolio of securities (the “Deposit Securities”) per each Creation Unit and the Cash
Component (defined below), computed as described below. Notwithstanding the foregoing, the Trust reserves the right to permit or require
the substitution of a “cash in lieu” amount (“Deposit Cash”) to be added to the Cash Component to replace any
Deposit Security. When accepting purchases of Creation Units for all or a portion of Deposit Cash, a Fund may incur additional costs associated
with the acquisition of Deposit Securities that would otherwise be provided by an in-kind purchaser.
Together,
the Deposit Securities or Deposit Cash, as applicable, and the Cash Component constitute the “Fund Deposit,” which represents
the minimum initial and subsequent investment amount for a Creation Unit of a Fund. The “Cash Component” is an amount equal
to the difference between the NAV of Shares (per Creation Unit) and the value of the Deposit Securities or Deposit Cash, as applicable.
If the Cash Component is a positive number (i.e., the NAV per Creation Unit
exceeds the value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such positive amount. If the
Cash Component is a negative number (i.e., the NAV per Creation Unit is less
than the value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the creator
will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component serves the function of compensating for
any differences between the NAV per Creation Unit and the value of the Deposit Securities or Deposit Cash, as applicable. Computation
of the Cash Component excludes any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the
Deposit Securities, if applicable, which shall be the sole responsibility of the Authorized Participant (as defined below).
Each
Fund, through NSCC, makes available on each Business Day, prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern
Time), the list of the names and the required number of Shares of each Deposit Security or the required amount of Deposit Cash, as applicable,
to be included in the current Fund Deposit (based on information at the end of the previous Business Day) for the Fund. Such Fund Deposit
is subject to any applicable adjustments as described below, to effect purchases of Creation Units of the applicable Fund until such time
as the next-announced composition of the Deposit Securities or the required amount of Deposit Cash, as applicable, is made available.
The
identity and number of Shares of the Deposit Securities or the amount of Deposit Cash, as applicable, required for the Fund Deposit for
a Fund may change from time to time.
Cash
Purchases. The Trust may at its discretion
permit full or partial cash purchases of Creation Units of the Fund. When full or partial cash purchases of Creation Units are available
or specified for the Fund, they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a full or
partial cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required
to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser together with a creation
transaction fee and non-standard charges, as may be applicable.
Procedures
for Purchase of Creation Units. To be eligible to place orders with the Transfer Agent to
purchase a Creation Unit of a Fund, an entity must be (i) a “Participating Party” (i.e.,
a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the “Clearing
Process”)), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see “Book
Entry Only System”). In addition, each Participating Party or DTC Participant (each, an “Authorized Participant”)
must execute a Participant Agreement with respect to purchases and redemptions of Creation Units. Each Authorized Participant will agree,
pursuant to the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions,
including that it will pay to the Trust, an amount of cash sufficient to pay the Cash Component together with the creation transaction
fee (described below), if applicable, and any other applicable fees and taxes.
All
orders to purchase Shares directly from a Fund must be placed for one or more Creation Units and in the manner and by the time set forth
in the Participant Agreement and/or applicable order form. The order cut-off time for orders to purchase Creation Units is generally the
Closing Time which time may be modified by a Fund from time-to-time by amendment to the Participant Agreement and/or applicable order
form or as noted under "Placement of Creation or Redemption Orders.". The date on which an order to purchase Creation Units (or an order
to redeem Creation Units, as set forth below) is received and accepted is referred to as the “Order Placement Date.”
An
Authorized Participant may require an investor to make certain representations or enter into agreements with respect to the order (e.g.,
to provide for payments of cash, when required). Investors should be aware that their particular broker may not have executed a Participant
Agreement and that, therefore, orders to purchase Shares directly from a Fund in Creation Units must be placed by the investor’s
broker through an Authorized Participant that has executed a Participant Agreement. In such cases there may be additional charges to such
investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement and only
a small number of such Authorized Participants may have international capabilities.
On
days when the Exchange closes earlier than normal, each Fund may require orders to create Creation Units to be placed earlier in the day.
In addition, if a market or markets on which a Fund’s investments are primarily traded is closed, the Fund will also generally not
accept orders on such day(s). Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable
to the Transfer Agent pursuant to procedures set forth in the Participant Agreement and in accordance with the applicable order form.
On behalf of a Fund, the Transfer Agent will notify the Custodian of such order. The Custodian will then provide such information to the
appropriate local sub-custodian(s). Those placing orders through an Authorized Participant should allow sufficient time to permit proper
submission of the purchase order to the Transfer Agent by the cut-off time on such Business Day. Economic or market disruptions or changes,
or telephone or other communication failure may impede the ability to reach the Transfer Agent or an Authorized Participant.
Fund
Deposits must be delivered by an Authorized Participant through the Federal Reserve System (for cash) or through DTC (for corporate securities),
through a sub-custody agent (for foreign securities) and/or through such other arrangements allowed by the Trust or its agents. With respect
to foreign Deposit Securities, the Custodian shall cause the sub-custodian of a Fund to maintain an account into which the Authorized
Participant shall deliver, on behalf of itself or the party on whose behalf it is acting, such Deposit Securities (or Deposit Cash for
all or a part of such securities, as permitted or required), with any appropriate adjustments as advised by the Trust. Foreign Deposit
Securities must be delivered to an account maintained at the applicable local sub-custodian. A Fund Deposit transfer must be ordered by
the Authorized Participant in a timely fashion to ensure the delivery of the requisite number of Deposit Securities or Deposit Cash, as
applicable, to the account of the Fund or its agents by no later than the Deposit Deadline. If the applicable Fund or its agents do not
receive all of the Deposit Securities, or the required Deposit Cash in lieu thereof, by such time, then the order may be deemed rejected
and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. All questions as to the number of
Deposit Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt)
for the deposit of any tendered securities or cash, as applicable, will be determined by the Trust, whose determination shall be final
and binding. The amount of cash represented by the Cash Component must be transferred directly
to
the Custodian through the Federal Reserve Bank wire transfer system in a timely manner to be received by the Custodian no later than the
contractual settlement date. If the Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received by the
Custodian in a timely manner by the contractual settlement date, the creation order may be cancelled. Upon written notice to the Transfer
Agent, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then
current NAV of such Fund.
The
order shall be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper form
prior to the applicable cut-off time and the federal funds in the appropriate amount are deposited, with the Custodian by no later than
the Deposit Deadline. If the order is not placed in proper form as required, or federal funds in the appropriate amount are not received
by the Deposit Deadline, then the order may be deemed to be rejected and the Authorized Participant shall be liable to the applicable
Fund for losses, if any, resulting therefrom. A creation request is in “proper form” if all procedures set forth in the Participant
Agreement, order form and this SAI are properly followed.
Issuance
of a Creation Unit. Except as provided in this SAI, Creation Units will not be issued until
the transfer of good title to the Trust of the Deposit Securities or payment of Deposit Cash, as applicable, and the payment of the Cash
Component have been completed. When the required Deposit Securities (or the cash value thereof) have been delivered to the account of
the Custodian (or sub-custodian, as applicable), the Transfer Agent, and the Adviser, shall be notified of such delivery, and the Trust
will issue and cause the delivery of the Creation Units. The typical settlement date for each transaction will be within one day of the
transaction (commonly referred to as “T+1”), unless the Fund and Authorized Participant agree to a different timeline for
settlement or the transaction is exempt from the requirements of Rule 15c6-1 under the 1934 Act. Due to the schedule of holidays in certain
countries, however, the delivery of Shares may take longer than one Business Day following the day on which the purchase order is received.
In such cases, the local market settlement procedures will not commence until the end of local holiday periods. The Authorized Participant
shall be liable to the Funds for losses, if any, resulting from unsettled orders.
Creation
Units may be purchased in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described below.
In these circumstances, the initial deposit will have a value greater than the NAV of the Shares on the date the order is placed in proper
form since, in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component,
plus (ii) an additional amount of cash equal to a percentage of the value as set forth in the Participant Agreement, of the undelivered
Deposit Securities (the “Additional Cash Deposit”), which shall be maintained in a separate non-interest bearing collateral
account. The Authorized Participant must deposit with the Custodian the Additional Cash Deposit, as applicable, by the Deposit Deadline.
If the applicable Fund or its agents do not receive the Additional Cash Deposit in the appropriate amount, by such time, then the order
may be deemed rejected and the Authorized Participant shall be liable to the applicable Fund for losses, if any, resulting therefrom.
An additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the
extent necessary to maintain the Additional Cash Deposit with the Trust in an amount at least equal to the applicable percentage, as set
forth in the Participant Agreement, of the daily market value of the missing Deposit Securities. The Participant Agreement will permit
the Trust to buy the missing Deposit Securities at any time. Authorized Participants will be liable to the Trust for the costs incurred
by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price
of the Deposit Securities exceeds the value of such Deposit Securities on the day the purchase order was deemed received by the Transfer
Agent plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the
Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Trust
and deposited into the Trust. In addition, a transaction fee, as described below under “Creation Transaction Fee,” may be
charged. The delivery of Creation Units so created generally will occur no later than the contractual settlement date.
Acceptance
of Orders of Creation Units. The Trust reserves the right to reject an order for Creation
Units transmitted to it by the Transfer Agent with respect to a Fund including if (1) the order is not in proper form; (2) the Deposit
Securities or Deposit Cash, as applicable, delivered by the Authorized Participant are not as disseminated through the facilities of the
NSCC for that date by the Custodian; (3) the investor(s), upon obtaining Shares ordered, would own 80% or more of the currently outstanding
Shares of the Fund; (4) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (5) the acceptance or receipt
of the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or (6) in the event that circumstances outside
the control
of
the Trust, the Custodian, the Transfer Agent and/or the Adviser make it for all practical purposes not feasible to process orders for
Creation Units.
Examples
of such circumstances include acts of God; public service or utility problems such as fires, floods, extreme weather conditions, and power
outages resulting in telephone, telecopy, and computer failures; market conditions or activities causing trading halts; systems failures
involving computer or other information systems affecting the Trust, the Distributor, the Custodian, a sub-custodian, the Transfer Agent,
DTC, NSCC, Federal Reserve System, or any other participant in the creation process; and other extraordinary events. The Transfer Agent
shall notify a prospective creator of a Creation Unit and/or the Authorized Participant acting on behalf of the creator of a Creation
Unit of its rejection of the order of such person. The Trust, the Transfer Agent, the Custodian, any sub-custodian and the Distributor
are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of
them incur any liability for the failure to give any such notification. The Trust, the Transfer Agent, the Custodian and the Distributor
shall not be liable for the rejection of any purchase order for Creation Units.
All
questions as to the number of Shares of each security in the Deposit Securities and the validity, form, eligibility, and acceptance for
deposit of any securities to be delivered shall be determined by the Trust, and the Trust’s determination shall be final and binding.
Notwithstanding
the Trust’s ability to reject an order for creation units, the Trust will only do so in a manner consistent with any current or
future SEC rulemaking or guidance relating thereto; provided that, no such suspension of the issuance of creation units will be done in
a manner that impairs the arbitrage mechanism for investors.
Creation
Transaction Fee. A fixed purchase (i.e., creation) transaction fee, payable to the Custodian,
may be imposed for the transfer and other transaction costs associated with the purchase of Creation Units (“Creation Order Costs”).
The standard fixed creation transaction fee for each Fund, regardless of the number of Creation Units created in the transaction, can
be found in the table below. Each Fund may adjust the standard fixed creation transaction fee from time to time. The fixed creation fee
may be waived on certain orders if the Custodian has determined to waive some or all of the Creation Order Costs associated with the order
or another party, such as the Adviser, has agreed to pay such fee.
In
addition, a variable fee, payable to the Funds, of up to the maximum percentage listed in the table below of the value of the Creation
Units subject to the transaction may be imposed for cash purchases, non-standard orders, or partial cash purchases of Creation Units.
The variable charge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved with buying the securities with
cash. Each Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best
interests of Fund shareholders.
|
Name
of Fund |
Fixed
Creation
Transaction
Fee |
Maximum
Variable
Transaction
Fee |
|
Impact
Shares NAACP Minority Empowerment ETF |
$300 |
2% |
|
Impact
Shares Women’s Empowerment ETF |
$300 |
2% |
Investors
who use the services of a broker or other such intermediary may be charged a fee for such services. Investors are responsible for the
fixed costs of transferring the Fund Securities (defined below) from the Trust to their account or on their order.
Risks
of Purchasing Creation Units. There are certain legal risks unique to investors purchasing
Creation Units directly from a Fund. Because Shares may be issued on an ongoing basis, a “distribution” of Shares could be
occurring at any time. Certain activities that a shareholder performs as a dealer could, depending on the circumstances, result in the
shareholder being deemed a participant in the distribution in a manner that could render the shareholder a statutory underwriter and subject
to the prospectus delivery and liability provisions of the Securities Act. For example, a shareholder could be deemed a statutory underwriter
if it purchases Creation Units from a Fund, breaks them down into the constituent Shares, and sells those Shares directly to customers,
or if a shareholder chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary-market
demand for Shares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s
activities, and the examples mentioned here should not be considered a complete description of all the activities that could cause you
to be deemed an underwriter.
Dealers
who are not “underwriters” but are participating in a distribution (as opposed to engaging in ordinary secondary-market transactions),
and thus dealing with Shares as part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the Securities Act,
will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.
Redemption.
Shares may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in proper form by
the Funds through the Transfer Agent and only on a Business Day. EXCEPT UPON LIQUIDATION OF A FUND, THE FUND WILL NOT REDEEM SHARES IN
AMOUNTS LESS THAN CREATION UNITS. Investors must accumulate enough Shares in the secondary market to constitute a Creation Unit to have
such Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the public trading market
at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling
a sufficient number of Shares to constitute a redeemable Creation Unit.
With
respect to each Fund, the Custodian, through the NSCC, makes available prior to the opening of business on the Exchange (currently 9:30
a.m., Eastern Time) on each Business Day, the list of the names and Share quantities of each Fund’s portfolio securities that will
be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that
day (“Fund Securities”). Fund Securities received on redemption may not be identical to Deposit Securities.
Redemption
proceeds for a Creation Unit are paid either in-kind or in cash, or combination thereof, as determined by the Trust. With respect to in-kind
redemptions of the Funds, redemption proceeds for a Creation Unit will consist of Fund Securities—as announced by the Custodian
on the Business Day of the request for redemption received in proper form plus cash in an amount equal to the difference between the NAV
of Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the “Cash
Redemption Amount”), less a fixed redemption transaction fee, as applicable, as set forth below. If the Fund Securities have a value
greater than the NAV of Shares, a compensating cash payment equal to the differential is required to be made by or through an Authorized
Participant by the redeeming shareholder. Notwithstanding the foregoing, at the Trust’s discretion, an Authorized Participant may
receive the corresponding cash value of the securities in lieu of the in-kind securities value representing one or more Fund Securities.
The
typical settlement date for each redemption transaction will be within one day of the transaction (or T+1), unless the Fund and Authorized
Participant agree to a different timeline for settlement or the transaction is exempt from the requirements of Rule 15c6-1 under the 1934
Act. Due to the schedule of holidays in certain countries, however, the receipt of redemption proceeds may take longer than one Business
Day following the day on which the purchase order is received. In such cases, the local market settlement procedures will not commence
until the end of local holiday periods.
Redemption
Transaction Fee. A fixed redemption transaction fee, payable to the Custodian, may be imposed for the transfer and other transaction
costs associated with the redemption of Creation Units (“Redemption Order Costs”). The standard fixed redemption transaction
fee for a Fund, regardless of the number of Creation Units redeemed in the transaction, can be found in the table below. Each Fund may
adjust the redemption transaction fee from time to time. The fixed redemption fee may be waived on certain orders if the Custodian has
determined to waive some or all of the Redemption Order Costs associated with the order or another party, such as the Adviser, has agreed
to pay such fee.
In
addition, a variable fee, payable to each Fund, of up to the maximum percentage listed in the table below of the value of the Creation
Units subject to the transaction may be imposed for cash redemptions, non-standard orders, or partial cash redemptions (when cash redemptions
are available) of Creation Units. The variable charge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved
with selling portfolio securities to satisfy a cash redemption. Each Fund may determine to not charge a variable fee on certain orders
when the Adviser has determined that doing so is in the best interests of Fund shareholders.
|
Name
of Fund |
Fixed
Redemption
Transaction
Fee
|
Maximum
Variable
Transaction
Fee
|
|
Impact
Shares NAACP Minority Empowerment ETF |
$300 |
2% |
|
Impact
Shares Women’s Empowerment ETF |
$300 |
2% |
Investors
who use the services of a broker or other such intermediary may be charged a fee for such services. Investors are responsible for the
fixed costs of transferring the Fund Securities from the Trust to their account or on their order.
Procedures
for Redemption of Creation Units. Orders to redeem Creation Units must generally be submitted in proper form to the Transfer Agent
prior to the Closing Time, subject to a Fund's right to require an earlier submission as indicated under "Placement of Creation or Redemption
Orders.". A redemption request is considered to be in “proper form” if (i) an Authorized Participant has transferred or caused
to be transferred to the Trust’s Transfer Agent the Creation Unit(s) being redeemed through the book-entry system of DTC so as to
be effective by the time as set forth in the Participant Agreement and (ii) a request in form satisfactory to the Trust is received by
the Transfer Agent from the Authorized Participant on behalf of itself or another redeeming investor within the time periods specified
in the Participant Agreement. If the Transfer Agent does not receive the investor’s Shares through DTC’s facilities by the
times and pursuant to the other terms and conditions set forth in the Participant Agreement, the redemption request shall be rejected.
The
Authorized Participant must transmit the request for redemption, in the form required by the Trust, to the Transfer Agent in accordance
with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have
executed an Authorized Participant Agreement, and that, therefore, requests to redeem Creation Units may have to be placed by the investor’s
broker through an Authorized Participant who has executed an Authorized Participant Agreement. Investors making a redemption request should
be aware that such request must be in the form specified by such Authorized Participant. Investors making a request to redeem Creation
Units should allow sufficient time to permit proper submission of the request by an Authorized Participant and transfer of the Shares
to the Trust’s Transfer Agent; such investors should allow for the additional time that may be required to effect redemptions through
their banks, brokers or other financial intermediaries if such intermediaries are not Authorized Participants.
Additional
Redemption Procedures. In connection with taking delivery of Shares of Fund Securities upon redemption of Creation Units, a redeeming
shareholder or Authorized Participant acting on behalf of such Shareholder must maintain appropriate custody arrangements with a qualified
broker-dealer, bank, or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to which
account such Fund Securities will be delivered. Deliveries of redemption proceeds will generally be made by the next Business Day following
the trade date, as discussed above.
The
Trust may in its discretion exercise its option to cause a Fund to redeem such Shares in cash, and the redeeming investor will be required
to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash that the applicable Fund may, in
its sole discretion, permit. In either case, the investor will receive a cash payment equal to the NAV of its Shares of such Fund based
on the NAV of Shares of such Fund next determined after the redemption request is received in proper form (minus a redemption transaction
fee, if applicable, and additional charge for requested cash redemptions specified above, to offset the Trust’s brokerage and other
transaction costs associated with the disposition of Fund Securities). A Fund may also, in its sole discretion, upon request of a shareholder,
provide such redeemer a portfolio of securities that differs from the exact composition of the Fund Securities but does not differ in
NAV.
Redemptions
of Shares for Fund Securities will be subject to compliance with applicable federal and state securities laws and each Fund (whether or
not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Trust could not
lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such
laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect to a particular security
included in the Fund Securities applicable to the redemption of Creation Units may be paid an equivalent amount of cash. The Authorized
Participant may request the redeeming investor of the Shares to complete an order form or to enter into agreements with respect to such
matters as compensating cash payment. Further, an Authorized Participant that is not a “qualified institutional buyer,” (“QIB”)
as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A. An Authorized Participant may be required by the Trust to provide a written confirmation with respect
to QIB status to receive Fund Securities.
The
right of redemption may be suspended or the date of payment postponed with respect to a Fund (1) for any period during which the Exchange
is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or
restricted; (3) for any period during which an emergency exists as a result of which disposal of the Shares of the Fund or determination
of the NAV of the Shares is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
DETERMINATION
OF NET ASSET VALUE
NAV
per Share for each Fund is computed by dividing the value of the net assets of such Fund (i.e.,
the value of its total assets less total liabilities) by the total number of Shares outstanding, rounded to the nearest cent. Expenses
and fees, including the management fees, are accrued daily and taken into account for purposes of determining NAV. The NAV of each Fund
is calculated by Global Fund Services and determined at the scheduled close of the regular trading session on the NYSE (ordinarily 4:00
p.m., Eastern Time) on each day that the NYSE is open, provided that fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry and Financial Markets Association (“SIFMA”)
announces an early closing time.
In
calculating a Fund’s NAV per Share, the Fund’s investments are generally valued using market valuations. A market valuation
generally means a valuation (1) obtained from an exchange, a pricing service, or a major market maker (or dealer), (2) based on a price
quotation or other equivalent indication of value supplied by an exchange, a pricing service, or a major market maker (or dealer) or (3)
based on amortized cost. In the case of shares of other funds that are not traded on an exchange, a market valuation means such fund’s
published NAV per share. The Fund may use various pricing services, or discontinue the use of any pricing service, as approved by the
Board from time to time. A price obtained from a pricing service based on such pricing service’s valuation matrix may be considered
a market valuation. Any assets or liabilities denominated in currencies other than the U.S. dollar are converted into U.S. dollars at
the current market rates on the date of valuation as quoted by one or more sources.
When
market valuations are not “readily available” or are deemed to be unreliable, consistent with Rule 2a-5 under the 1940 Act,
the Trust and the Adviser have adopted procedures and methodologies wherein the Adviser, serving as the Fund’s Valuation Designee
(as defined in Rule 2a-5), determines the fair value of Fund investments.
DIVIDENDS
AND DISTRIBUTIONS
The
following information supplements and should be read in conjunction with the section in the Prospectus entitled “Dividends, Distributions,
and Taxes.”
General
Policies. Each Fund intends to pay out dividends and interest income, if any, annually
and distribute any net realized capital gains to its shareholders at least annually. Distributions of net realized capital gains, if any,
generally are declared and paid once a year, but the Fund may make distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the provisions of the 1940 Act.
Each
Fund will declare and pay income and capital gain distributions, if any, in cash. Dividends and other distributions on Shares are distributed,
as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through DTC Participants and Indirect
Participants to Beneficial Owners then of record with proceeds received from the Trust.
Each
Fund makes additional distributions to the extent necessary (1) to distribute the entire annual taxable income of the Fund, plus any net
capital gains and (2) to avoid imposition of the excise tax imposed by Section 4982 of the Code. Management of the Trust reserves the
right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve each Fund’s
eligibility for treatment as a RIC or to avoid imposition of income or excise taxes on undistributed income at the Fund level.
Dividend
Reinvestment Service. The Trust will not make the DTC book-entry dividend reinvestment service
available for use by Beneficial Owners for reinvestment of their cash proceeds, but certain individual broker-dealers may make available
the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners of the applicable Fund through DTC Participants for reinvestment
of their dividend distributions. Investors should contact their brokers to ascertain the availability and description of these services.
Beneficial Owners should be aware that each broker may require investors to adhere to specific procedures and timetables to participate
in the dividend reinvestment service and investors should ascertain from their brokers such necessary details. If this service is available
and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole Shares issued
by the Trust of such Fund at NAV per Share. Distributions reinvested in additional Shares will nevertheless be taxable to Beneficial Owners
acquiring such additional Shares to the same extent as if such distributions had been received in cash.
FEDERAL
INCOME TAXES
The
following is only a summary of certain U.S. federal income tax considerations generally affecting the Funds and their respective shareholders
that supplements the discussion in the Prospectus. No attempt is made to present a comprehensive explanation of the federal, state, local
or foreign tax treatment of the Funds or their respective shareholders, and the discussion here and in the Prospectus is not intended
to be a substitute for careful tax planning.
The
following general discussion of certain U.S. federal income tax consequences is based on provisions of the Code and the regulations issued
thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly
change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.
Shareholders
are urged to consult their own tax advisers regarding the application of the provisions of tax law described in this SAI in light of the
particular tax situations of the shareholders and regarding specific questions as to federal, state, local, or foreign taxes.
Taxation
of the Funds. Each Fund has elected and intends to qualify each year to be treated as a
RIC under the Code. As such, each Fund should not be subject to federal income taxes on its net investment income and capital gains, if
any, to the extent that it timely distributes such income and capital gains to its shareholders. Generally, to be taxed as a RIC, a Fund
must distribute in each taxable year at least 90% of its “investment company taxable income” (before the deduction for dividends
paid) for the taxable year, which includes, among other items, dividends, interest, net short-term capital gain, and net foreign currency
gain, less expenses, as well as 90% of its net tax-exempt interest income, if any (the “Distribution Requirement”), and also
must meet several additional requirements. Among these requirements are the following: (1) at least 90% of each Fund’s gross income
each taxable year must be derived from dividends, interest, payments with respect to certain securities loans, gains from the sale or
other disposition of stock, securities, or foreign currencies, or other income derived with respect to its business of investing in such
stock, securities, or foreign currencies, and net income derived from interests in qualified publicly traded partnerships (the “Qualifying
Income Requirement”); and (2) at the end of each quarter of a Fund’s taxable year, the Fund’s assets must be diversified
so that (a) at least 50% of the value of the Fund’s total assets is represented by cash and cash items, U.S. government securities,
securities of other RICs, and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater
in value than 5% of the value of the Fund’s total assets and to not more than 10% of the outstanding voting securities of such issuer,
and (b) not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or securities
of other RICs) of any one issuer, the securities (other than securities of other RICs) of two or more issuers which the Fund controls
and which are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded
partnerships (the “Diversification Requirement”).
To
the extent a Fund makes investments that may generate income that is not qualifying income, including certain derivatives, such Fund will
seek to restrict the resulting income from such investments so that the Fund’s non-qualifying income does not exceed 10% of its
gross income.
Although
each Fund intends to distribute substantially all of its net investment income and may distribute its capital gains for any taxable year,
a Fund will be subject to federal income taxation to the extent any such income or gains are not distributed. Each Fund is treated as
a separate corporation for federal income tax purposes. Each Fund therefore is considered to be a separate entity in determining its treatment
under the rules for RICs described herein. The requirements (other than certain organizational requirements) for qualifying RIC status
are determined at the Fund level rather than at the Trust level.
If
a Fund fails to satisfy the Qualifying Income Requirement or the Diversification Requirement in any taxable year, the Fund may be eligible
for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to
each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de
minimis failures of the Diversification Requirement where a Fund corrects the failure within a specified period of time. To be eligible
for the relief provisions with respect to a failure to meet the Diversification Requirement, a Fund may be required to dispose of certain
assets. If these relief provisions were not available to a Fund and it were to fail to qualify for treatment as a RIC for a taxable year,
all of its taxable income would be subject to tax at regular corporate rates without any deduction for distributions to shareholders,
and its distributions (including capital gains distributions) generally would be taxable to the shareholders of the applicable Fund as
ordinary income
dividends,
subject to the dividends received deduction for corporate shareholders and the lower tax rates on qualified dividend income received by
noncorporate shareholders, subject to certain limitations. To requalify for treatment as a RIC in a subsequent taxable year, the Fund
would be required to satisfy the RIC qualification requirements for that year and to distribute any earnings and profits from any year
in which the Fund failed to qualify for tax treatment as a RIC. If the Fund failed to qualify as a RIC for a period greater than two taxable
years, it would generally be required to pay a fund-level tax on certain net built in gains recognized with respect to certain of its
assets upon disposition of such assets within five years of qualifying as a RIC in a subsequent year. The Board reserves the right not
to maintain the qualification of a Fund for treatment as a RIC if it determines such course of action to be beneficial to shareholders.
If a Fund determines that it will not qualify as a RIC, the Fund will establish procedures to reflect the anticipated tax liability in
such Fund’s NAV.
Each
Fund may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable
year in determining the Fund’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect
of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year
in characterizing Fund distributions for any calendar year. A “qualified late year loss” generally includes net capital loss,
net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year, subject to special rules
in the event the Fund makes an election under Section 4982(e)(4) of the Code, (commonly referred to as “post-October losses”),
and certain other late-year losses.
Capital
losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a RIC’s net investment
income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, a Fund may carry a net capital loss
from any taxable year forward indefinitely to offset its capital gains, if any, in years following the year of the loss. To the extent
subsequent capital gains are offset by such losses, they will not result in U.S. federal income tax liability to the Fund and may not
be distributed as capital gains to its shareholders. Generally, a Fund may not carry forward any losses other than net capital losses.
The carryover of capital losses may be limited under the general loss limitation rules if a Fund experiences an ownership change as defined
in the Code.
As
of June 30, 2026, there were capital loss carryovers of the following, which do not expire:
|
|
Short-Term |
Long-Term |
|
Impact
Shares NAACP Minority Empowerment ETF |
$622,530 |
$647,255 |
|
Impact
Shares Women’s Empowerment ETF |
$538,672 |
$1,465,482 |
Each
Fund will be subject to a nondeductible 4% federal excise tax on certain undistributed income if it does not distribute to its shareholders
in each calendar year an amount at least equal to 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net
income for either the one-year period ending on October 31 of that year, or, if the Fund makes an election under Section 4982(e)(4) of
the Code, the Fund’s fiscal year, subject to an increase for any shortfall in the prior year’s distribution. Each Fund intends
to declare and distribute dividends and distributions in the amounts and at the times necessary to avoid the application of the excise
tax, but can make no assurances that all such tax liability will be eliminated.
Each
Fund intends to distribute substantially all of its net investment income and net capital gain to shareholders for each taxable year.
If a Fund meets the Distribution Requirement but retains some or all of its income or gains, it will be subject to federal income tax
at regular corporate rates to the extent any such income or gains are not distributed. A Fund may elect to designate certain amounts retained
as undistributed net capital gain as deemed distributions in a notice to its shareholders, who (i) will be required to include in income
for U.S. federal income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amount so designated,
(ii) will be entitled to credit their proportionate shares of the income tax paid by the Fund on that undistributed amount against their
federal income tax liabilities and to claim refunds to the extent such credits exceed their tax liabilities, and (iii) will be entitled
to increase their tax basis, for federal income tax purposes, in their Shares by an amount equal to the excess of the amount of undistributed
net capital gain included in their respective income over their respective income tax credits.
Taxation
of Shareholders – Distributions. Each Fund intends to distribute annually to its shareholders
substantially all of its investment company taxable income (computed without regard to the deduction for dividends paid), its net tax-exempt
income, if any, and any net capital gain (net long-term capital gains in excess of net short-term capital losses, taking into account
any capital loss carryforwards). The distribution of investment company taxable income (as so computed) and net capital gain will be taxable
to Fund shareholders regardless of whether the shareholder receives these distributions in cash or reinvests them in additional Shares.
Each
Fund (or your broker) will report to shareholders annually the amounts of dividends paid from ordinary income, the amount of distributions
of net capital gain, the portion of dividends which may qualify for the dividends received deduction for corporate shareholders, and the
portion of dividends which may qualify for treatment as qualified dividend income, which is taxable to non-corporate shareholders at long-term
capital gain rates.
Distributions
from a Fund’s net capital gain will be taxable to shareholders at long-term capital gains rates, regardless of how long shareholders
have held their Shares. Distributions may be subject to state and local taxes.
Qualified
dividend income includes, in general, subject to certain holding period and other requirements, dividend income from taxable domestic
corporations and certain “qualified foreign corporations.” Subject to certain limitations, “qualified foreign corporations”
include those incorporated in territories of the United States, those incorporated in certain countries with comprehensive tax treaties
with the United States, and other foreign corporations if the stock with respect to which the dividends are paid is readily tradable on
an established securities market in the United States. Dividends received by a Fund from an ETF or an underlying fund taxable as a RIC
or a REIT may be treated as qualified dividend income generally only to the extent so reported by such ETF, underlying fund or REIT. If
95% or more of a Fund’s gross income (calculated without taking into account net capital gain derived from sales or other dispositions
of stock or securities) consists of qualified dividend income, such Fund may report all distributions of such income as qualified dividend
income.
Fund
dividends will not be treated as qualified dividend income if a Fund does not meet certain holding period and other requirements with
respect to dividend paying stocks in its portfolio, or the shareholder does not meet certain holding period and other requirements with
respect to the Shares on which the dividends were paid. Distributions by the Fund of its net short-term capital gains will be taxable
to shareholders as ordinary income.
In
the case of corporate shareholders, certain dividends received by a Fund from U.S. corporations (generally, dividends received by the
Fund in respect of any share of stock (1) with a tax holding period of at least 46 days during the 91-day period beginning on the date
that is 45 days before the date on which the stock becomes ex-dividend as to that dividend and (2) that is held in an unleveraged position)
and distributed and appropriately so reported by the Fund may be eligible for the 50% dividends-received deduction. Certain preferred
stock must have a holding period of at least 91 days during the 181-day period beginning on the date that is 90 days before the date on
which the stock becomes ex-dividend as to that dividend to be eligible. Capital gain dividends distributed to a Fund from other RICs are
not eligible for the dividends-received deduction. To qualify for the deduction, corporate shareholders must meet the minimum holding
period requirement stated above with respect to their Shares, taking into account any holding period reductions from certain hedging or
other transactions or positions that diminish their risk of loss with respect to their Shares, and, if they borrow to acquire or otherwise
incur debt attributable to Shares, they may be denied a portion of the dividends-received deduction with respect to those Shares.
Although
dividends generally will be treated as distributed when paid, any dividend declared by a Fund in October, November or December and payable
to shareholders of record in such a month that is paid during the following January will be treated for U.S. federal income tax purposes
as received by shareholders on December 31 of the calendar year in which it was declared.
In
addition to the federal income tax, certain individuals, trusts and estates may be subject to a Net Investment Income (“NII”)
tax of 3.8%. The NII tax is imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to
such income; or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for
married individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately). Each Fund’s
distributions are includable in a shareholder’s investment income for purposes of this NII tax. In addition, any capital gain realized
by a shareholder upon a sale or redemption of Fund shares is includable in such shareholder’s investment income for purposes of
this NII tax.
Shareholders
who have not held Shares for a full year should be aware that a Fund may report and distribute, as ordinary dividends or capital gain
dividends, a percentage of income that is not equal to the percentage of such Fund’s ordinary income or net capital gain, respectively,
actually earned during the applicable shareholder’s period of investment in the Fund. A taxable shareholder may wish to avoid investing
in a Fund shortly before a dividend or other distribution, because the distribution will generally be taxable to the shareholder even
though it may economically represent a return of a portion of the shareholder’s investment.
To
the extent that the Fund makes a distribution of income received by the Fund in lieu of dividends (a “substitute payment”)
with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income
to individual shareholders and will not be eligible for the dividends received deduction for corporate shareholders.
If
a Fund’s distributions exceed its earnings and profits, all or a portion of the distributions made for a taxable year may be recharacterized
as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder’s
tax basis in the Fund and result in a higher capital gain or lower capital loss when the Shares on which the distribution was received
are sold. After a shareholder’s basis in the Shares has been reduced to zero, distributions in excess of basis will be treated as
gain from the sale of the shareholder’s Shares.
Taxation
of Shareholders – Sale of Shares. A sale or redemption of Shares may give rise to
a gain or loss. In general, any gain or loss realized upon a taxable disposition of Shares will be treated as long-term capital gain or
loss if Shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Shares will generally
be treated as short-term capital gain or loss. Any loss realized upon a taxable disposition of Shares held for six months or less will
be treated as long-term capital loss, rather than short-term capital loss, to the extent of any amounts treated as distributions to the
shareholder of long-term capital gain with respect to such Shares (including any amounts credited to the shareholder as undistributed
capital gains). All or a portion of any loss realized upon a taxable disposition of Shares may be disallowed if substantially identical
Shares are acquired (through the reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30
days after the disposition. In such a case, the basis of the newly acquired Shares will be adjusted to reflect the disallowed loss.
The
tax basis of Shares acquired by purchase will generally be based on the amount paid for Shares and then may be subsequently adjusted for
other applicable transactions as required by the Code. The difference between the selling price and the tax basis of Shares generally
determines the amount of the capital gain or loss realized on the sale of Shares. Contact the broker through whom you purchased your Shares
to obtain information with respect to the available tax basis reporting methods and elections for your account.
An
Authorized Participant who exchanges securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be
equal to the difference between the market value of the Creation Units at the time and the sum of the exchanger’s aggregate basis
in the securities surrendered plus the amount of cash paid for such Creation Units. A person who redeems Creation Units 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 any securities received plus the amount of any cash received for such Creation Units. The Internal Revenue Service (“IRS”),
however, may assert that a loss realized upon an exchange of securities for Creation Units cannot currently be deducted under the rules
governing “wash sales” (for an exchanger who does not mark-to-market its portfolio) or on the basis that there has been no
significant change in economic position.
Any
capital gain or loss realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss if the securities
exchanged for such Creation Units have been held for more than one year. Any capital gain or loss realized upon the redemption of Creation
Units will generally be treated as long-term capital gain or loss if the Shares composing the Creation Units have been held for more than
one year. Otherwise, such capital gains or losses will generally be treated as short-term capital gains or losses. Any loss upon a redemption
of Creation Units held for six months or less may be treated as long-term capital loss to the extent of any amounts treated as distributions
to the applicable Authorized Participant of long-term capital gain with respect to the Creation Units (including any amounts credited
to the Authorized Participant as undistributed capital gains).
The
Trust, on behalf of each Fund, has the right to reject an order for Creation Units if the purchaser (or a group of purchasers) would,
upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares and if, pursuant to Section 351 of the Code, the
Fund would have a basis in the deposit securities different from the market value of such securities on the date of deposit. The Trust
also has the right to require the provision of information necessary to determine beneficial Share ownership for purposes of the 80% determination.
If a Fund does issue Creation Units to a purchaser (or a group of purchasers) that would, upon obtaining the Creation Units so ordered,
own 80% or more of the outstanding Shares, the purchaser (or a group of purchasers) will not recognize gain or loss upon the exchange
of securities for Creation Units.
Persons
purchasing or redeeming Creation Units should consult their own tax advisers with respect to the tax treatment of any creation or redemption
transaction and whether the wash sales rule applies and when a loss may be deductible.
Taxation
of Fund Investments. Certain of each Fund’s investments may be subject to complex provisions of the Code (including provisions
relating to hedging transactions, straddles, integrated transactions, foreign currency contracts, forward foreign currency contracts,
and notional principal contracts) that, among other things, may affect the Fund’s ability to qualify as a RIC, affect the character
of gains and losses realized by the Fund (e.g., may affect whether gains or
losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses. These rules could therefore affect the
character, amount and timing of distributions to shareholders. These provisions also may require the Funds to mark to market certain types
of positions in its portfolio (i.e.,
treat them as if they were closed out) which may cause a Fund to recognize income without the Fund receiving cash with which to make distributions
in amounts sufficient to enable the Fund to satisfy the RIC distribution requirements for avoiding Fund-level income and excise taxes.
Each Fund intends to monitor its transactions, intends to make appropriate tax elections, and intends to make appropriate entries in its
books and records to mitigate the effect of these rules and preserve the Fund’s qualification for treatment as a RIC. To the extent
a Fund invests in an underlying fund that is taxable as a RIC, the rules applicable to the tax treatment of complex securities will also
apply to the underlying funds that also invest in such complex securities and investments. In addition, because the tax rules applicable
to such instruments may be uncertain under current law, an adverse determination or future IRS guidance with respect to these rules (which
determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions and otherwise satisfied the
relevant requirements to maintain its qualification as a RIC and avoid a Fund-level tax.
Backup
Withholding. Each Fund will be required in certain cases to withhold (as “backup withholding”)
on amounts payable to any shareholder who (1) fails to provide a correct taxpayer identification number certified under penalty of perjury;
(2) is subject to backup withholding by the IRS for failure to properly report all payments of interest or dividends; (3) fails to provide
a certified statement that it is not subject to “backup withholding;” or (4) fails to provide a certified statement it is
are a U.S. person (including a U.S. resident alien). The backup withholding rate is at a rate set under Section 3406 of the Code. Backup
withholding is not an additional tax and any amounts withheld may be credited against the shareholder’s ultimate U.S. federal income
tax liability. Backup withholding will not be applied to payments that have been subject to the 30% withholding tax on shareholders who
are neither citizens nor permanent residents of the United States.
Non-U.S.
Shareholders. Any non-U.S. investors in a Fund may be subject to U.S. withholding and estate
tax and are encouraged to consult their tax advisors prior to investing in the Fund. Foreign shareholders (i.e.,
nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to a U.S. withholding
tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from taxable ordinary income. A Fund may, under certain circumstances,
report all or a portion of a dividend as an “interest-related dividend” or a “short-term capital gain dividend,”
which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. Short-term capital gain
dividends received by a nonresident alien individual who is present in the U.S. for a period or periods aggregating 183 days or more during
the taxable year are not exempt from this 30% withholding tax. Gains realized by foreign shareholders from the sale or other disposition
of Shares generally are not subject to U.S. taxation, unless the recipient is an individual who is physically present in the U.S. for
183 days or more per year (based on a formula that factors in presence in the U.S. during the two preceding years as well). Foreign shareholders
who fail to provide an applicable IRS form may be subject to backup withholding on certain payments from a Fund. Backup withholding will
not be applied to payments that are subject to the 30% (or lower applicable treaty rate) withholding tax described in this paragraph.
Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition,
the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above.
Under
the Foreign Account Tax Compliance Act (“FATCA”), the Funds may be required to withhold a generally nonrefundable 30% tax
on distributions of net investment income paid to (a) certain “foreign financial institutions” unless such foreign financial
institution agrees to verify, monitor, and report to the IRS the identity of certain of its account holders, among other items (or unless
such entity is otherwise deemed compliant under the terms of an intergovernmental agreement between the United States and the foreign
financial institution’s country of residence), and (b) certain “non-financial foreign entities” unless such entity certifies
to the Fund that it does not have any substantial U.S. owners or provides the name, address, and taxpayer identification number of each
substantial U.S. owner, among other items. This FATCA withholding tax could also affect a Fund’s return on its investments in foreign
securities or affect a shareholder’s return if the shareholder holds its Fund shares through a foreign intermediary. You are urged
to consult your tax adviser regarding the application of this FATCA withholding tax to your investment in a Fund and the potential certification,
compliance, due diligence, reporting, and withholding obligations to which you may become subject in order to avoid this withholding tax.
For
foreign shareholders to qualify for an exemption from backup withholding, described above, the foreign shareholder must comply with special
certification and filing requirements. Foreign shareholders in a Fund should consult their tax advisors in this regard.
Tax-Exempt
Shareholders. Certain tax-exempt shareholders, including qualified pension plans, individual
retirement accounts, salary deferral arrangements, 401(k) plans, and other tax-exempt entities, generally are exempt from federal income
taxation, except with respect to their unrelated business taxable income (“UBTI”). Tax-exempt entities are generally not permitted
to offset losses from one unrelated trade or business against the income or gain of another unrelated trade or business. Certain net losses
incurred prior to January 1, 2018 are permitted to offset gain and income created by an unrelated trade or business, if otherwise available.
Under current law, each Fund generally serves to block UBTI from being realized by its tax-exempt shareholders with respect to their shares
of Fund income. However, notwithstanding the foregoing, tax-exempt shareholders could realize UBTI by virtue of their investment in a
Fund if, for example, (1) such Fund invests in residual interests of Real Estate Mortgage Investment Conduits (“REMICs”),
(2) such Fund invests in a REIT that is a taxable mortgage pool (“TMP”) or that has a subsidiary that is a TMP or that invests
in the residual interest of a REMIC, or (3) Shares in such Fund constitute debt-financed property in the hands of the tax-exempt shareholders
within the meaning of section 514(b) of the Code. Charitable remainder trusts are subject to special rules and should consult their tax
advisers. The IRS has issued guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts,
are strongly encouraged to consult with their tax advisers regarding these issues.
Certain
Potential Tax Reporting Requirements. Under U.S. Treasury regulations, if a shareholder recognizes a loss on disposition of the
Shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts
over a combination of years), the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio
securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted.
Significant penalties may be imposed for the failure to comply with the reporting requirements. The fact that a loss is reportable under
these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders
should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Other
Issues. In those states which have income tax laws, the tax treatment of the Funds and of
Funds’ shareholders with respect to distributions by the Funds may differ from federal tax treatment.
FINANCIAL
STATEMENTS
The
Funds’ audited financial statements accompanying notes and report of the independent registered public accounting firm appearing
in the Funds’ annual Certified Shareholder Report for the fiscal year ended June 30, 2026 are incorporated herein by reference.
You may request a copy of the Funds’ annual
Certified Shareholder Report at no charge
by calling (844) 954-7733 or through the Funds’ website at www.impactetfs.org.
PART C
OTHER INFORMATION
| Item 28 |
Exhibits |
| (a) |
(i) |
Certificate
of Trust of Impact Shares Fund Trust I (the “Trust” or the “Registrant”) dated May 19, 2016,
previously filed with Post-Effective Amendment No. 44 on Form N-1A on July 2, 2024 and is incorporated herein by reference. |
| |
|
(i) |
First
Amendment to the Certificate of Trust of Impact Shares Trust I (the “Trust” or the “Registrant”) dated February
2, 2018, previously filed with Post-Effective Amendment No. 44 on Form N-1A on July 2, 2024 and
is incorporated herein by reference. |
| |
|
(ii) |
Second
Amendment to the Certificate of Trust of Tidal Trust III (the “Trust” or the “Registrant”) dated March 19, 2024,
previously filed with Post-Effective Amendment No. 44 on Form N-1A on July 2, 2024 and is incorporated herein by reference. |
| |
(ii) |
Third
Amended and Restated Agreement and Declaration of Trust of the Registrant, previously filed
with Post-Effective Amendment No. 59 on Form N-1A on September 6, 2024 and is incorporated herein by reference. |
| |
(iii) |
Organizational Documents for Cayman Subsidiary (for the USCF Daily
Target 2X Copper Index ETF). |
| |
|
(1) |
Investment
Advisory Agreement, previously filed with Post-Effective Amendment No. 94 on Form N-1A on January
17, 2025 and is incorporated herein by reference. |
| |
|
(2) |
Sub-Advisory
Agreement, previously filed with Post-Effective Amendment No. 94 on Form N-1A on January 17,
2025 and is incorporated herein by reference. |
| |
|
(3) |
Memorandum
and Articles of Association, previously filed with Post-Effective Amendment No. 94 on Form N-1A
on January 17, 2025 and is incorporated herein by reference. |
| |
|
(4) |
Certificate
of Incorporation, previously filed with Post-Effective Amendment No. 94 on Form N-1A on January
17, 2025 and is incorporated herein by reference. |
| |
|
(5) |
Tax
Undertaking, previously filed with Post-Effective Amendment No. 94 on Form N-1A on January 17,
2025 and is incorporated herein by reference. |
| |
|
(6) |
Private
Investment Company Custodian Agreement, previously filed with Post-Effective Amendment No. 94
on Form N-1A on January 17, 2025 and is incorporated herein by reference. |
| |
(iv) |
Organizational Documents for Cayman Subsidiary (for the Stoneport
Advisors Commodity Long Short ETF). |
| |
|
(1) |
Investment
Advisory Agreement, previously filed with Post-Effective Amendment No. 134 on Form N-1A on September
12, 2025 and is incorporated herein by reference. |
| |
|
(2) |
Memorandum
and Articles of Association, previously filed with Post-Effective Amendment No. 134 on Form N-1A
on September 12, 2025 and is incorporated herein by reference. |
| |
|
(3) |
Certificate
of Incorporation, previously filed with Post-Effective Amendment No. 134 on Form N-1A on September
12, 2025 and is incorporated herein by reference. |
| |
|
(4) |
Tax
Undertaking, previously filed with Post-Effective Amendment No. 134 on Form N-1A on September
12, 2025 and is incorporated herein by reference. |
| |
|
(5) |
Private
Investment Company Custodian Agreement, previously filed with Post-Effective Amendment No. 147
on Form N-1A on November 12, 2025, and is incorporated herein by reference. |
| |
(v) |
Organizational Documents for Cayman Subsidiary (for the Defiance
Bitcoin vs Gold ETF). |
| |
|
(1) |
Investment
Advisory Agreement, previously filed with Post-Effective Amendment No. 176 on Form N-1A on March
16, 2026, and is incorporated herein by reference |
| |
|
(2) |
Memorandum
and Articles of Association, previously filed with Post-Effective Amendment No. 176 on Form N-1A
on March 16, 2026, and is incorporated herein by reference. |
| |
|
(3) |
Certificate
of Incorporation, previously filed with Post-Effective Amendment No. 176 on Form N-1A on March
16, 2026, and is incorporated herein by reference. |
| |
|
(4) |
Tax
Undertaking, previously filed with Post-Effective Amendment No. 176 on Form N-1A on March 16,
2026, and is incorporated herein by reference. |
| |
|
(5) |
Private
Investment Company Custodian Agreement, previously filed with Post-Effective Amendment No. 180
on Form N-1A on April 6, 2026, and is incorporated herein by reference. |
| |
(vi) |
Organizational Documents for Cayman Subsidiary (for Defiance Gold
vs Bitcoin ETF). |
| |
|
(1) |
Investment
Advisory Agreement, previously filed with Post-Effective Amendment No. 176 on Form N-1A on March
16, 2026, and is incorporated herein by reference. |
| |
|
(2) |
Memorandum
and Articles of Association, previously filed with Post-Effective Amendment No. 176 on Form N-1A
on March 16, 2026, and is incorporated herein by reference. |
| |
|
(3) |
Certificate
of Incorporation, previously filed with Post-Effective Amendment No. 176 on Form N-1A on March
16, 2026, and is incorporated herein by reference. |
| |
|
(4) |
Tax
Undertaking, previously filed with Post-Effective Amendment No. 176 on Form N-1A on March 16,
2026, and is incorporated herein by reference. |
| |
|
(5) |
Private
Investment Company Custodian Agreement, previously filed with Post-Effective Amendment No. 180
on Form N-1A on April 6, 2026, and is incorporated herein by reference. |
| |
(vii) |
Organizational Documents for Cayman Subsidiary (for the RCN Pareto
Strategic Allocation ETF). |
| |
|
(1) |
Investment
Advisory Agreement, previously filed with Post-Effective Amendment No. 177 on Form N-1A on March
23, 2026, and is incorporated herein by reference. |
| |
|
(2) |
Subsidiary
Sub-Advisory Agreement, previously filed with Post-Effective Amendment No. 177 on Form N-1A on
March 23, 2026, and is incorporated herein by reference. |
| |
|
(3) |
Memorandum
and Articles of Association, previously filed with Post-Effective Amendment No. 177 on Form N-1A
on March 23, 2026, and is incorporated herein by reference. |
| |
|
(4) |
Certificate
of Incorporation, previously filed with Post-Effective Amendment No. 177 on Form N-1A on March
23, 2026, and is incorporated herein by reference. |
| |
|
(5) |
Tax
Undertaking, previously filed with Post-Effective Amendment No. 177 on Form N-1A on March 23,
2026, and is incorporated herein by reference. |
| |
|
(6) |
Private
Investment Company Custodian Agreement, previously filed with Post-Effective Amendment No. 180
on Form N-1A on April 6, 2026, and is incorporated herein by reference. |
| |
(viii) |
Organizational Documents for Cayman Subsidiary (for the VistaShares
AI Computing Power ETF) |
| |
|
(1) |
Investment Advisory Agreement – to be filed by amendment. |
| |
|
(2) |
Subsidiary Sub-Advisory Agreement – to be filed by amendment. |
| |
|
(3) |
Memorandum and Articles of Association – to be filed by amendment. |
| |
|
(4) |
Certificate of Incorporation – to be filed by amendment. |
| |
|
(5) |
Tax Undertaking – to be filed by amendment. |
| |
|
(6) |
Private Investment Company Custodian Agreement – to be filed by
amendment. |
| |
(ix) |
Organizational Documents for Cayman Subsidiary (for the Silvia Anti-Money
Printer ETF) |
| |
|
(1) |
Investment Advisory Agreement – to be filed by amendment. |
| |
|
(2) |
Subsidiary Sub-Advisory Agreement – to be filed by amendment. |
| |
|
(3) |
Memorandum and Articles of Association – to be filed by amendment. |
| |
|
(4) |
Certificate of Incorporation – to be filed by amendment. |
| |
|
(5) |
Tax Undertaking – to be filed by amendment. |
| |
|
(6) |
Private Investment Company Custodian Agreement – to be filed by amendment. |
| |
(x) |
Organizational Documents for Cayman
Subsidiary (for the Silvia Bitcoin + Treasury mNAV Discount
ETF) |
| |
|
(1) |
Investment Advisory Agreement – to be filed by amendment. |
| |
|
(2) |
Subsidiary Sub-Advisory Agreement – to be filed by amendment. |
| |
|
(3) |
Memorandum and Articles of Association – to be filed by amendment. |
| |
|
(4) |
Certificate of Incorporation – to be filed by amendment. |
| |
|
(5) |
Tax Undertaking – to be filed by amendment. |
| |
|
(6) |
Private Investment Company Custodian Agreement – to be filed by amendment. |
| (b) |
Amended
and Restated By-laws of the Registrant dated December 11, 2025, previously filed with Post-Effective
Amendment No. 164 on Form N-1A on January 16, 2026, and is incorporated herein by reference. |
| (c) |
Instruments
defining rights of security holders with respect to the Registrant are contained in the Third Amended and Restated Agreement and Declaration
of Trust and Amended and Restated By-Laws, which are incorporated herein by reference to
Post-Effective Amendment No. 59 on Form N-1A on September 6, 2024. |
| (d) |
(i) |
Amended
and Restated Investment Advisory Agreement between the Registrant (with respect to Impact Shares NAACP Minority Empowerment ETF and
Impact Shares Women’s Empowerment ETF) and Impact Shares, Corp., dated July 16, 2021, is
incorporated herein by reference to Post-Effective Amendment No. 20 to Registrant’s Registration Statement on Form N-1A, File No.
333-221764, filed on August 26, 2021. |
| |
|
(i) |
First
Amendment to Amended and Restated Investment Advisory Agreement (with respect to the Impact Shares Women’s Empowerment ETF),
previously filed with Post-Effective Amendment No. 37 on Form N-1A October 27, 2023 and is incorporated herein by reference. |
| |
(ii) |
Investment
Advisory Agreement between Registrant (for the Impact Shares Women’s Empowerment ETF), and Tidal Investments, LLC (formerly, Toroso
Investments, LLC), previously filed with Post-Effective Amendment No. 37 on Form N-1A on October
27, 2023 and is incorporated herein by reference. |
| |
(iii) |
Investment
Advisory Agreement between the Trust (for Rockefeller Opportunistic Municipal Bond ETF, Rockefeller California Municipal Bond ETF, Rockefeller
New York Municipal Bond ETF, Rockefeller U.S. Small-Mid Cap ETF and Rockefeller Global Equity ETF) and Tidal Investments LLC,
previously filed with Post-Effective Amendment No. 49 on Form N-1A on August 5, 2024 and is incorporated herein by reference. |
| |
(iv) |
Investment
Advisory Agreement between the Trust (for TradersAI Large Cap Equity & Cash ETF) and Tidal Investments LLC, previously
filed with Post-Effective Amendment No. 48 on Form N-1A on August 5, 2024 and is incorporated herein by reference. |
| |
(v) |
Investment
Advisory Agreement between the Trust (for 4E Quality Growth ETF) and Tidal Investments LLC, previously
filed with Post-Effective Amendment No. 59 on Form N-1A on September 6, 2024 and is incorporated herein by reference. |
| |
(vi) |
Investment
Advisory Agreement between the Trust (for GammaRoad Market Navigation ETF) and Tidal Investments LLC,
previously filed with Post-Effective Amendment No. 55 on Form N-1A on August 20, 2024 and is incorporated herein by reference. |
| |
(vii) |
Investment
Advisory Agreement between the Trust (for VistaShares Artificial Intelligence Supercycle ETF and VistaShares Electrification Supercycle
ETF) and Tidal Investments LLC, previously filed with Post-Effective Amendment No. 61 on Form
N-1A on September 13, 2024 and is incorporated herein by reference. |
| |
|
(i) |
First
Amendment to Investment to the Advisory Agreement (for the VistaShares Target 15 Berkshire Select Income ETF, VistaShares Target 15 USA
Momentum Income ETF, VistaShares Target 15 USA Value Income ETF, VistaShares Target 15 USA Quality Income ETF, and VistaShares Target
15 USA Low Volatility Income ETF), previously filed with Post-Effective Amendment
No. 103 on Form N-1A on February 28, 2025 and is incorporated herein by reference. |
| |
|
(ii) |
Second
Amendment to the Investment Advisory Agreement (for VistaShares Animal Spirits Strategy ETF and VistaShares Animal Spirits Daily 2X Strategy
ETF), previously filed with Post-Effective Amendment No. 118 on Form N-1A on May 30, 2025 and
is incorporated herein by reference. |
| |
|
(iii) |
Third
Amendment to the Investment Advisory Agreement (for the VistaShares ACKtivist Select ETF, VistaShares Target 15 ACKtivist Distribution
ETF, VistaShares BigShort Select ETF, VistaShares Target 15 BigShort Distribution ETF, VistaShares DRUKMacro Select ETF, VistaShares Target
15 DRUKMacro Distribution ETF and VistaShares Berkshire Select ETF), previously filed with Post-Effective
Amendment No. 128 on Form N-1A on August 18, 2025 and is incorporated herein by reference. |
| |
|
(iv) |
Fourth
Amendment to the Investment Advisory Agreement (for the VistaShares BitBonds 1-3 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares
BitBonds 5 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares BitBonds 10 Yr Enhanced Weekly Distribution Option Income ETF
and VistaShares BitBonds 20 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares Bitcoin Treasury Income ETF, VistaShares Ethereum
Treasury Income ETF, VistaShares Ethereum Treasury ETF, VistaShares IPO and Income ETF, VistaShares
Target 15TM International Innovators Distribution ETF, VistaShares Target 15TM European High Dividend
Payers Distribution ETF, VistaShares Target 15TM Global 100 Distribution ETF, and VistaShares Target 15TM
S&P 100 Distribution ETF), previously filed with Post-Effective Amendment No. 152
on Form N-1A on November 26, 2025 and is incorporated herein by reference. |
| |
|
(v) |
Fifth
Amendment to the Investment Advisory Agreement (for the VistaShares DIVBoost Dividend Nobles Distribution ETF, VistaShares DIVBoost
Dividend Kings Distribution ETF, VistaShares DIVBoost Sector Distribution ETF, VistaShares DIVBoost Utilities Distribution ETF,
VistaShares DIVBoost High Yield Bond Distribution ETF, VistaShares DIVBoost REIT Distribution ETF, VistaShares DIVBoost Energy
Distribution ETF, VistaShares TEPRTantrum Contrarian Select ETF, VistaShares Target 15 TEPRTantrum Contrarian Distribution ETF,
VistaShares TPLoeb Event Driven Select ETF, VistaShares Target 15 TPLoeb Event Driven Distribution ETF, VistaShares TIGR Cub NextGen
Select ETF, VistaShares Target 15 TIGR Cub NextGen Distribution ETF, VistaShares LAFFTech Select ETF, VistaShares Target 15 LAFFTech
Distribution ETF, VistaShares HRVD Select ETF, VistaShares Target 15 HRVD Distribution ETF, VistaShares GATE Endowment Select ETF,
VistaShares Target 15 GATE Endowment Distribution ETF, VistaShares Gulf Sovereign Select ETF, VistaShares Target 15 Gulf Sovereign
Distribution ETF, VistaShares Nordic Wealth Select ETF and VistaShares Target 15 Nordic Wealth Distribution ETF),
previously filed with Post-Effective Amendment No. 161 on Form N-1A on January 8, 2026 and is incorporated herein by
reference. |
| |
|
(vi) |
Sixth
Amendment to the Investment Advisory Agreement between the Trust (for VistaShares Space Supercycle ETF, VistaShares Robotics Supercycle
ETF, VistaShares Defense Supercycle ETF, VistaShares ShieldTM S&P 500 Enhanced Protection ETF, VistaShares ShieldTM
International Enhanced Protection ETF, VistaShares ShieldTM Emerging Markets Enhanced Protection ETF, VistaShares ShieldTM
US Small Cap Enhanced Protection ETF, VistaShares ShieldTM Nasdaq 100 Enhanced Protection ETF, VistaShares ShieldTM
Diversified Growth Enhanced Protection ETF, VistaShares ShieldTM Diversified Commodities Enhanced Protection ETF and VistaShares
ShieldTM Diversified Income Enhanced Protection ETF) and Tidal Investments LLC, previously
filed with Post-Effective Amendment No. 197 on Form N-1A on July 10, 2026 and is incorporated herein by reference. |
| |
|
(vii) |
Seventh Amendment to the Investment Advisory Agreement
between the Trust (for VistaShares AI Computing Power ETF) and Tidal Investments LLC – to be filed by amendment. |
| |
(viii) |
Investment
Advisory Agreement between the Trust (for Fundstrat Granny Shots US Large Cap ETF) and Tidal Investments LLC,
previously filed with Post-Effective Amendment No. 67 on Form N-1A on October 21, 2024 and is incorporated herein by reference |
| |
|
(i) |
First
Amendment to the Investment Advisory Agreement (for the Fundstrat Granny Shots US Small- & Mid-Cap ETF and Fundstrat Granny Shots
US Large Cap & Income ETF), previously filed with Post-Effective Amendment No. 146 on Form
N-1A on November 11, 2025 and is incorporated herein by reference. |
| |
(ix) |
Investment
Advisory Agreement between the Trust (for Ned Davis Research 360º Dynamic Allocation ETF and Ned Davis Research 360º Core Equity
ETF) and Tidal Investments LLC, previously filed with Post-Effective Amendment No. 64 on Form
N-1A on October 15, 2024 and is incorporated herein by reference. |
| |
(x) |
Investment
Advisory Agreement between the Trust (for Ninepoint North American Energy Independence ETF and Ninepoint Energy Income ETF) and Tidal
Investments LLC, previously filed with Post-Effective Amendment No. 66 on Form N-1A on October
18, 2024 and is incorporated herein by reference. |
| |
|
(i) |
First Amendment to the Investment Advisory Agreement between
the Trust (for Ninepoint Energy ETF) and Tidal Investments LLC, - filed herewith |
| |
(xi) |
Investment
Advisory Agreement between the Trust (for The Beehive ETF) and Tidal Investments LLC, previously
filed with Post-Effective Amendment No. 80 on Form N-1A on December 9, 2024 and is incorporated herein by reference. |
| |
(xii) |
Investment
Advisory Agreement between the Trust (for NestYield Total Return Guard ETF, NestYield Dynamic Income ETF and NestYield Visionary ETF)
and Tidal Investments LLC, previously filed with Post-Effective Amendment No. 85
on Form N-1A on December 20, 2024 and is incorporated herein by reference. |
| |
|
(i) |
First Amendment to the Investment Advisory Agreement between the
Trust (the NestYield Ultra-Short Enhanced Treasury Income ETF) and Tidal Investments LLC – to be filed by amendment. |
| |
(xiii) |
Investment
Advisory Agreement between the Trust (for USCF Daily Target 2X Copper Index ETF) and Tidal Investments LLC,
previously filed with Post-Effective Amendment No. 94 on Form N-1A on January 17, 2025 and is incorporated herein by reference. |
| |
(xiv) |
Investment
Advisory Agreement between the Trust (for Battleshares™ NVDA vs INTC ETF, Battleshares™ AMZN vs M ETF, Battleshares™
COIN vs WFC ETF, Battleshares™ MSTR vs JPM ETF, Battleshares™ NFLX vs CMCSA ETF, Battleshares™ LLY vs YUM ETF and Battleshares™
GOOGL vs NYT ETF) and Tidal Investments LLC, previously filed with Post-Effective
Amendment No. 96 on Form N-1A on January 23, 2025 and is incorporated herein by reference. |
| |
|
(i) |
First
Amendment to Investment Advisory Agreement (for the Defiance Bitcoin vs Ether ETF, Defiance Ether vs Bitcoin ETF, Defiance Bitcoin vs
Gold ETF and Defiance Gold vs Bitcoin ETF), previously filed with Post-Effective Amendment No.
176 on Form N-1A on March 16, 2026, and is incorporated herein by reference. |
| |
(xv) |
Investment
Advisory Agreement between the Trust (for World Dynamic Momentum Leaders ETF) and Tidal Investments LLC,
previously filed with Post-Effective Amendment No. 98 on Form N-1A on January 27, 2025 and is incorporated herein by reference. |
| |
(xvi) |
Investment
Advisory Agreement between the Trust (for Intech S&P Large Cap Diversified Alpha ETF and Intech S&P Small-Mid Cap Diversified
Alpha ETF) and Tidal Investments LLC, previously filed with Post-Effective Amendment No. 113
on Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
(xvii) |
Investment
Advisory Agreement between the Trust (for MRP SynthEquity ETF) and Tidal Investments LLC, previously
filed with Post-Effective Amendment No. 120 on Form N-1A on June 6, 2025 and is incorporated herein by reference. |
| |
(xviii) |
Investment
Advisory Agreement between the Trust (for Alpha Brands™ Consumption Leaders ETF) and Tidal Investments LLC,
previously filed with Post-Effective Amendment No. 113 on Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
(xix) |
Investment
Advisory Agreement between the Trust (for Stoneport Advisors Commodity Long Short ETF) and
Tidal Investments LLC, previously filed with Post-Effective Amendment No. 134 on Form N-1A on September 12, 2025 and is incorporated herein
by reference. |
| |
(xx) |
Investment
Advisory Agreement between the Trust (for NovaTide Flexible Allocation ETF) and Tidal Investments
LLC, previously filed with Post-Effective Amendment No. 135 on Form N-1A on September 12, 2025 and is incorporated herein by reference. |
| |
(xxi) |
Investment
Advisory Agreement between the Trust (for RCN Pareto Strategic Allocation ETF) and Tidal Investments LLC,
previously filed with Post-Effective Amendment No. 177 on Form N-1A on March 23, 2026, and is incorporated herein by reference. |
| |
(xxii) |
Investment
Advisory Agreement between the Trust (for U.S. Defense ETF) and Tidal Investments LLC, previously
filed with Post-Effective Amendment No. 180 on Form N-1A on April 6, 2026, and is incorporated herein by reference. |
| |
|
(i) |
First
Amendment to Investment Advisory Agreement (for Aura AI Photonics ETF) and Tidal Investments LLC,
previously filed with Post-Effective Amendment No. 199 on Form N-1A on July 29, 2026, and is incorporated herein by reference. |
| |
(xxiii) |
Investment
Advisory Agreement between the Trust (for Worth Charting Options Income ETF) and Tidal Investments LLC,
previously filed with Post-Effective Amendment No. 182 on Form N-1A on April 23, 2026 and is incorporated herein by reference. |
| |
(xxiv) |
Investment
Advisory Agreement between the Trust (for Alki Consolidated Income ETF) and Tidal Investments LLC,
previously filed with Post-Effective Amendment No. 194 on Form N-1A on June 16, 2026 and is incorporated herein by reference. |
| |
(xxv) |
Investment Advisory Agreement between the Trust (for Wermers Quantitative U.S. Large Cap ETF)
and Tidal Investments LLC – to be filed by amendment. |
| |
(xxvi) |
Investment Advisory Agreement between the Trust (for Silvia
Anti-Money Printer ETF, Silvia Best Ideas ETF, Silvia Bitcoin +
Treasury mNAV Discount ETF, Silvia World’s Richest Man ETF, and Silvia NVDA CEO Interview ETF) and Tidal Investments LLC –
to be filed by amendment. |
| |
(xxvii) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Rockefeller Global Investment Management (for Rockefeller Opportunistic Municipal
Bond ETF, Rockefeller California Municipal Bond ETF, Rockefeller New York Municipal Bond ETF, Rockefeller U.S. Small-Mid Cap ETF and Rockefeller
Global Equity ETF), previously filed with Post-Effective Amendment No. 49 on Form N-1A on August 5, 2024 and is incorporated herein
by reference. |
| |
(xxviii) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Route 20 Private Wealth Inc. (for 4E Quality Growth ETF), previously
filed with Post-Effective Amendment No. 59 on Form N-1A on September 6, 2024 and is incorporated herein by reference. |
| |
(xxix) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and VistaShares Advisors LLC (for VistaShares Artificial Intelligence Supercycle
ETF and VistaShares Electrification Supercycle ETF), previously filed with Post-Effective Amendment No. 61 on Form N-1A on September
13, 2024 and is incorporated herein by reference. |
| |
|
(i) |
First
Amendment to Investment Sub-Advisory Agreement (for the VistaShares Target 15 Berkshire Select Income ETF, VistaShares Target 15 USA Momentum
Income ETF, VistaShares Target 15 USA Value Income ETF, VistaShares Target 15 USA Quality Income ETF, and VistaShares Target 15 USA Low
Volatility Income ETF), previously filed with Post-Effective Amendment No. 103 on Form N-1A on
February 28, 2025 and is incorporated herein by reference. |
| |
|
(ii) |
Second
Amendment to the Investment Sub-Advisory Agreement (for VistaShares Animal Spirits Strategy ETF and VistaShares Animal Spirits Daily 2X
Strategy ETF), previously filed with Post-Effective Amendment No. 118 on Form N-1A on May 30,
2025 and is incorporated herein by reference. |
| |
|
(iii) |
Third
Amendment to Investment Sub-Advisory Agreement (for the VistaShares ACKtivist Select ETF, VistaShares Target 15 ACKtivist Distribution
ETF, VistaShares BigShort Select ETF, VistaShares Target 15 BigShort Distribution ETF, VistaShares DRUKMacro Select ETF, VistaShares Target
15 DRUKMacro Distribution ETF and VistaShares Berkshire Select ETF), previously filed with Post-Effective
Amendment No. 128 on Form N-1A on August 18, 2025 and is incorporated herein by reference. |
| |
|
(iv) |
Fourth
Amendment to Investment Sub-Advisory Agreement (for the VistaShares BitBonds 1-3 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares
BitBonds 5 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares BitBonds 10 Yr Enhanced Weekly Distribution Option Income ETF
and VistaShares BitBonds 20 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares Bitcoin Treasury Income ETF, VistaShares Ethereum
Treasury Income ETF, VistaShares Ethereum Treasury ETF and VistaShares IPO and Income ETF, VistaShares Target 15TM International
Innovators Distribution ETF, VistaShares Target 15TM European High Dividend Payers Distribution ETF, VistaShares Target
15TM Global 100 Distribution ETF, and VistaShares Target 15TM S&P 100 Distribution ETF),
previously filed with Post-Effective Amendment No. 152 on Form N-1A on November 26, 2025 and is incorporated herein by reference. |
| |
|
(v) |
Fifth
Amendment to Investment Sub-Advisory Agreement (for the VistaShares DIVBoost Dividend Nobles Distribution ETF, VistaShares DIVBoost Dividend
Kings Distribution ETF, VistaShares DIVBoost Sector Distribution ETF, VistaShares DIVBoost Utilities Distribution ETF, VistaShares DIVBoost
High Yield Bond Distribution ETF, VistaShares DIVBoost REIT Distribution ETF, VistaShares DIVBoost Energy Distribution ETF, VistaShares
TEPRTantrum Contrarian Select ETF, VistaShares Target 15 TEPRTantrum Contrarian Distribution ETF, VistaShares TPLoeb Event Driven Select
ETF, VistaShares Target 15 TPLoeb Event Driven Distribution ETF, VistaShares TIGR Cub NextGen Select ETF, VistaShares Target 15 TIGR Cub
NextGen Distribution ETF, VistaShares LAFFTech Select ETF, VistaShares Target 15 LAFFTech Distribution ETF, VistaShares HRVD Select ETF,
VistaShares Target 15 HRVD Distribution ETF, VistaShares GATE Endowment Select ETF, VistaShares Target 15 GATE Endowment Distribution
ETF, VistaShares Gulf Sovereign Select ETF, VistaShares Target 15 Gulf Sovereign Distribution ETF, VistaShares Nordic Wealth Select ETF
and VistaShares Target 15 Nordic Wealth Distribution ETF), previously filed with Post-Effective
Amendment No. 161 on Form N-1A on January 8, 2026 and is incorporated herein by reference. |
| |
|
(vi) |
Sixth
Amendment to Investment Sub-Advisory Agreement (for VistaShares Space Supercycle ETF, VistaShares Robotics Supercycle ETF, VistaShares
Defense Supercycle ETF, VistaShares ShieldTM S&P 500 Enhanced Protection ETF, VistaShares ShieldTM Nasdaq 100
Enhanced Protection ETF, VistaShares VistaShares Shield™ Diversified Commodity Enhanced Protection, VistaShares Shield™ Diversified
Equity Enhanced Protection ETF, VistaShares Shield™ MSCI EM Enhanced Protection ETF, VistaShares Shield™ MSCI EAFE Enhanced
Protection ETF, VistaShares Shield™ Russell 2000 Enhanced Protection ETF and VistaShares ShieldTM Diversified Income
Enhanced Protection ETF), previously filed with Post-Effective Amendment No. 197 on Form N-1A on July 10, 2026 and is incorporated
herein by reference. |
| |
|
(vii) |
Seventh Amendment to Investment Sub-Advisory Agreement (for VistaShares AI Computing
Power ETF) – to be filed by amendment. |
| |
|
(viii) |
Eighth Amendment to Investment Sub-Advisory Agreement (name changes VistaShares Shield™ Diversified Commodity Enhanced Protection to VistaShares Shield™ Diversified Commodities Enhanced Protection, VistaShares Shield™ Diversified Equity Enhanced Protection ETF to VistaShares Shield™ Diversified Growth Enhanced Protection ETF, VistaShares Shield™ MSCI EM Enhanced Protection ETF to VistaShares Shield™ Emerging Markets Enhanced Protection ETF, VistaShares Shield™ MSCI EAFE Enhanced Protection ETF to VistaShares Shield™ International Enhanced Protection ETF and VistaShares Shield™ Russell 2000 Enhanced Protection ETF to VistaShares Shield™ US Small Cap Enhanced Protection ETF) – filed herewith |
| |
(xxx) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Fundstrat Capital, LLC (for Fundstrat Granny Shots US Large Cap ETF), previously
filed with Post-Effective Amendment No. 67 on Form N-1A on October 21, 2024 and is incorporated herein by reference. |
| |
|
(i) |
First
Amendment to the Investment Sub-Advisory Agreement (for the Fundstrat Granny Shots US Small- & Mid-Cap ETF and Fundstrat Granny Shots
US Large Cap & Income ETF), previously filed with Post-Effective Amendment No. 146 on Form
N-1A on November 11, 2025 and is incorporated herein by reference. |
| |
(xxxi) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Ned Davis Research Inc. (for Ned Davis Research 360º Dynamic Allocation
ETF and Ned Davis Research 360º Core Equity ETF), previously filed with Post-Effective Amendment No. 64 on Form N-1A on October
15, 2024 and is incorporated herein by reference. |
| |
(xxxii) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Ninepoint Partners LP (for Ninepoint North American Energy Independence ETF and
Ninepoint Energy Income ETF), previously filed with Post-Effective Amendment No. 66 on Form N-1A on October 18, 2024 and is incorporated
herein by reference. |
| |
(xxxiii) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Cannell & Spears LLC (for The Beehive ETF), previously filed with Post-Effective
Amendment No. 80 on Form N-1A on December 9, 2024 and is incorporated herein by reference. |
| |
(xxxiv) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Nest Egg ETFs, LLC. (for NestYield Total Return Guard ETF, NestYield Dynamic
Income ETF and NestYield Visionary ETF), previously filed with Post-Effective Amendment No. 85 on Form N-1A on December
20, 2024 and is incorporated herein by reference. |
| |
|
(i) |
First Amendment to the Investment Sub-Advisory Agreement
between Tidal Investments LLC and Nest Egg ETFs, LLC (for NestYield Ultra-Short Enhanced Treasury Income ETF) – to be filed
by amendment. |
| |
(xxxv)
(xxxvi) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and USCF Advisers LLC (for USCF Daily Target 2X Copper Index ETF), previously
filed with Post-Effective Amendment No. 94 on Form N-1A on January 17, 2025 and is incorporated herein by reference. |
| |
(xxxvii) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Intech Investment Management LLC (for Intech S&P Large Cap Diversified Alpha
ETF and Intech S&P Small-Mid Cap Diversified Alpha ETF), previously filed with Post-Effective Amendment No. 120 on Form N-1A on
June 6, 2025 and is incorporated herein by reference. |
| |
(xxxviii) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Measured Risk Portfolios, Inc. (for MRP SynthEquity ETF), previously filed
with Post-Effective Amendment No. 120 on Form N-1A on June 6, 2025 and is incorporated herein by reference. |
| |
(xxxix) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Accuvest Global Advisors Inc. (for Alpha Brands™ Consumption Leaders ETF),
previously filed with Post-Effective Amendment No. 113 on Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
(xl) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Harmonic Capital, LLC (for NovaTide Flexible Allocation ETF), previously
filed with Post-Effective Amendment No. 135 on Form N-1A on September 12, 2025 and is incorporated herein by reference. |
| |
(xli) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and RCN Wealth Advisors, Inc. (for RCN Pareto Strategic Allocation ETF), previously
filed with Post-Effective Amendment No. 177 on Form N-1A on March 23, 2026, and is incorporated herein by reference. |
| |
(xlii) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Worth Charting Group LLC (for Worth Charting Options Income ETF), previously
filed with Post-Effective Amendment No. 182 on Form N-1A on April 23, 2026 and is incorporated herein by reference. |
| |
(xliii) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Hohimer Wealth Management, LLC (for Alki Consolidated Income ETF),
previously filed with Post-Effective Amendment No. 194 on Form N-1A on June 16, 2026 and is incorporated herein by reference. |
| |
(xliv) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and Wermers Quantitative Partners, LLC (for Wermers Quantitative U.S. Large Cap ETF)
– to be filed by amendment. |
| |
(xlv) |
Investment
Sub-Advisory Agreement between Tidal Investments LLC and ProCap Investment Advisers, LLC (for Silvia Anti-Money Printer ETF, Silvia
Best Ideas ETF, Silvia Bitcoin + Treasury mNAV Discount ETF,
Silvia World’s Richest Man ETF, and Silvia NVDA CEO Interview ETF) – to be filed by amendment. |
| (e) |
(i) |
Distribution
Agreement between the Trust and Foreside Fund Services, LLC, previously filed with Post-Effective
Amendment No. 44 on Form N-1A on July 2, 2024 and is incorporated herein by reference. |
| |
|
(i) |
Second
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding Rockefeller Opportunistic Municipal
Bond ETF, Rockefeller California Municipal Bond ETF, Rockefeller New York Municipal Bond ETF, Rockefeller U.S. Small-Mid Cap ETF, Rockefeller
Global Equity ETF, TradersAI Large Cap Equity & Cash ETF, 4E Quality Growth ETF and GammaRoad Market Navigation ETF), previously
filed with Post-Effective Amendment No. 48 on Form N-1A on August 5, 2024 and is incorporated herein by reference. |
| |
|
(ii) |
Third
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding Impact Shares Women’s Empowerment
ETF, Impact Shares NAACP Minority Empowerment ETF, VistaShares Artificial Intelligence Supercycle ETF and VistaShares Electrification
Supercycle ETF), previously filed with Post-Effective Amendment No. 59 on Form N-1A on September
6, 2024 and is incorporated herein by reference. |
| |
|
(iii) |
Fifth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding Fundstrat Granny Shots US Large Cap
ETF, Ned Davis Research 360º Dynamic Allocation ETF, Ned Davis Research 360º Core Equity ETF, Ninepoint North American Energy
Independence ETF and Ninepoint Energy Income), previously filed with Post-Effective Amendment
No. 64 on Form N-1A on October 15, 2024 and is incorporated herein by reference. |
| |
|
(iv) |
Sixth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding The Beehive ETF,NestYield Total Return
Guard ETF, NestYield Dynamic Income Shield ETF, NestYield Visionary ETF andUSCF Daily Target 2X Copper Index ETF),
previously filed with Post-Effective Amendment No. 80 on Form N-1A on December 9, 2024 and is incorporated herein by reference. |
| |
|
(v) |
Seventh
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding Battleshares™ NVDA vs INTC ETF,
Battleshares™ AMZN vs M ETF, Battleshares™ COIN vs WFC ETF, Battleshares™ MSTR vs JPM ETF, Battleshares™ NFLX
vs CMCSA ETF, Battleshares™ LLY vs YUM ETF, and Battleshares™ GOOGL vs NYT ETF, previously
filed with Post-Effective Amendment No. 91 on Form N-1A on January 13, 2025, and is incorporated herein by reference. |
| |
|
(vi) |
Eighth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding World Dynamic Momentum Leaders ETF,
VistaShares Target 15 Berkshire Select Income ETF, VistaShares Target 15 USA Momentum Income ETF, VistaShares Target 15 USA Value Income
ETF, VistaShares Target 15 USA Quality Income ETF and VistaShares Target 15 USA Low Volatility Income ETF),
previously filed with Post-Effective Amendment No. 95 on Form N-1A on January 17, 2025 and is incorporated herein by reference. |
| |
|
(vii) |
Ninth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding Intech S&P Large Cap Diversified
Alpha ETF, Intech S&P Small-Mid Cap Diversified Alpha ETF and MRP SynthEquity ETF), previously
filed with Post-Effective Amendment No. 113 on Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
|
(viii) |
Tenth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding Alpha Brands™ Consumption Leaders
ETF, VistaShares Animal Spirits Strategy ETF and VistaShares Animal Spirits Daily 2X Strategy ETF),
previously filed with Post-Effective Amendment No. 113 on Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
|
(ix) |
Twelfth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding Defiance Bitcoin vs Ether ETF, Defiance
Ether vs Bitcoin ETF, Defiance Bitcoin vs Gold ETF, Defiance Gold vs Bitcoin ETF, VistaShares ACKtivist Select ETF, VistaShares
Target 15 ACKtivist Distribution ETF, VistaShares BigShort Select ETF, VistaShares Target 15 BigShort Distribution ETF, VistaShares DRUKMacro
Select ETF, VistaShares Target 15 DRUKMacro Distribution ETF and VistaShares Berkshire Select ETF),
previously filed with Post-Effective Amendment No. 128 on Form N-1A on August 18, 2025 and is incorporated herein by reference. |
| |
|
(x) |
Thirteenth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding Stoneport Advisors Commodity Long Short
ETF and NovaTide Flexible Allocation ETF), previously filed with Post-Effective Amendment No.
139 on Form N-1A on October 7, 2025 and is incorporated herein by reference. |
| |
|
(xi) |
Fourteenth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding VistaShares BitBonds 1-3 Yr Enhanced
Weekly Distribution Option Income ETF, VistaShares BitBonds 5 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares BitBonds
10 Yr Enhanced Weekly Distribution Option Income ETF and VistaShares BitBonds 20 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares
Bitcoin Treasury Income ETF, VistaShares Ethereum Treasury Income ETF, VistaShares Ethereum Treasury ETF, VistaShares IPO and Income ETF,
VistaShares Target 15TM International Innovators Distribution ETF, VistaShares Target 15TM European
High Dividend Payers Distribution ETF, VistaShares Target 15TM Global 100 Distribution ETF, VistaShares Target 15TM
S&P 100 Distribution ETF, Fundstrat Granny Shots US Small- & Mid-Cap ETF and Fundstrat Granny Shots US Large Cap & Income
ETF ), previously filed with Post-Effective Amendment No. 146 on Form N-1A on November 11, 2025
and is incorporated herein by reference. |
| |
|
(xii) |
Fifteenth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC, (adding VistaShares DIVBoost Dividend Nobles
Distribution ETF, VistaShares DIVBoost Dividend Kings Distribution ETF, VistaShares DIVBoost Sector Distribution ETF, VistaShares DIVBoost
Utilities Distribution ETF, VistaShares DIVBoost High Yield Bond Distribution ETF, VistaShares DIVBoost REIT Distribution ETF, VistaShares
DIVBoost Energy Distribution ETF, VistaShares TEPRTantrum Contrarian Select ETF, VistaShares Target 15 TEPRTantrum Contrarian Distribution
ETF, VistaShares TPLoeb Event Driven Select ETF, VistaShares Target 15 TPLoeb Event Driven Distribution ETF, VistaShares TIGR Cub
NextGen Select ETF, VistaShares Target 15 TIGR Cub NextGen Distribution ETF, VistaShares LAFFTech Select ETF, VistaShares Target 15 LAFFTech
Distribution ETF, VistaShares HRVD Select ETF, VistaShares Target 15 HRVD Distribution ETF, VistaShares GATE Endowment Select ETF, VistaShares
Target 15 GATE Endowment Distribution ETF, VistaShares Gulf Sovereign Select ETF, VistaShares Target 15 Gulf Sovereign Distribution ETF,
VistaShares Nordic Wealth Select ETF and VistaShares Target 15 Nordic Wealth Distribution ETF),
previously filed with Post-Effective Amendment No. 160 on Form N-1A on January 7, 2026 and is incorporated herein by reference. |
| |
|
(xiii) |
Sixteenth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC (adding RCN Pareto Strategic Allocation ETF
and U.S. Defense ETF), previously filed with Post-Effective Amendment No. 177 on Form N-1A on
March 23, 2026, and is incorporated herein by reference. |
| |
|
(xiv) |
Seventeenth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC (adding Worth Charting Options Income ETF and
Alki Consolidated Income ETF), previously filed with Post-Effective Amendment No. 182 on Form
N-1A on April 23, 2026 and is incorporated herein by reference. |
| |
|
(xv) |
Eighteenth
Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC (adding VistaShares Space Supercycle ETF, VistaShares
Robotics Supercycle ETF, VistaShares Defense Supercycle ETF, VistaShares ShieldTM S&P 500 Enhanced Protection ETF, VistaShares
ShieldTM International Enhanced Protection ETF, VistaShares ShieldTM Emerging Markets Enhanced Protection ETF, VistaShares
ShieldTM US Small Cap Enhanced Protection ETF, VistaShares ShieldTM Nasdaq 100 Enhanced Protection ETF, VistaShares
ShieldTM Diversified Growth Enhanced Protection ETF, VistaShares ShieldTM Diversified Commodities Enhanced Protection
ETF and VistaShares ShieldTM Diversified Income Enhanced Protection ETF), previously
filed with Post-Effective Amendment No. 197 on Form N-1A on July 10, 2026 and is incorporated herein by reference. |
| |
|
(xvi) |
Nineteenth Amendment to the Distribution Agreement between the Trust and Foreside Fund Services, LLC (adding Aura AI Photonics ETF and VistaShares AI Computing Power ETF), filed herewith. |
| |
|
(xvii) |
Twentieth Amendment to the Distribution Agreement between the Trust and Foreside
Fund Services, LLC (adding Wermers Quantitative U.S. Large Cap ETF) – to be filed by amendment. |
| |
|
(xviii) |
Twenty-First Amendment to the Distribution Agreement between the Trust and Foreside
Fund Services, LLC (adding NestYield Ultra-Short Enhanced Treasury Income ETF) – to be filed by amendment. |
| |
|
(xix) |
Twenty-Second Amendment to the Distribution
Agreement between the Trust and Foreside Fund Services, LLC, (adding Silvia Anti-Money Printer ETF, Silvia Best Ideas ETF, Silvia
Bitcoin + Treasury mNAV Discount ETF, Silvia World’s Richest
Man ETF, and Silvia NVDA CEO Interview ETF) – to be filed by amendment. |
| |
(ii) |
Distribution
Services Agreement between Tidal Investments LLC and Foreside Fund Services, LLC, previously
filed with Post-Effective Amendment No. 44 on Form N-1A on July 2, 2024 and is incorporated herein by reference. |
| |
(iiii) |
Form
of Authorized Participant Agreement between the Registrant and Foreside Fund Services, LLC, previously
filed with Post-Effective Amendment No. 44 on Form N-1A on July 2, 2024 and is incorporated herein by reference. |
| (f) |
|
Not applicable. |
| (g) |
(i) |
Custodian
Agreement between the Trust and U.S. Bank National Association, previously filed with Post-Effective
Amendment No. 45 on Form N-1A on July 16, 2024 and is incorporated herein by reference. |
| |
(ii) |
First
Amendment to the Custodian Agreement (adding Rockefeller Opportunistic Municipal Bond ETF, Rockefeller California Municipal Bond ETF,
Rockefeller New York Municipal Bond ETF, Rockefeller U.S. Small-Mid Cap ETF, Rockefeller Global Equity ETF, TradersAI Large Cap Equity
& Cash ETF, 4E Quality Growth ETF and GammaRoad Market Navigation ETF, previously filed
with Post-Effective Amendment No. 48 on Form N-1A on August 5, 2024 and is incorporated herein by reference. |
| |
(iii) |
Second
Amendment to the Custodian Agreement (adding Impact Shares Women’s Empowerment ETF, Impact Shares NAACP Minority Empowerment ETF,
VistaShares Artificial Intelligence Supercycle ETF and VistaShares Electrification Supercycle ETF),
previously filed with Post-Effective Amendment No. 59 on Form N-1A on September 6, 2024 and is incorporated herein by reference. |
| |
(iv) |
Fourth
Amendment to the Custodian Agreement (adding Fundstrat Granny Shots US Large Cap ETF, Ned Davis Research 360º Dynamic Allocation
ETF, Ned Davis Research 360º Core Equity ETF, Ninepoint North American Energy Independence ETF and Ninepoint Energy Income ETF), previously
filed with Post-Effective Amendment No. 64 on Form N-1A on October 15, 2024 and is incorporated herein by reference. |
| |
(v) |
Fifth
Amendment to the Custodian Agreement (adding The Beehive ETF,NestYield Total Return Guard ETF, NestYield Dynamic Income Shield ETF, NestYield
Visionary ETF andUSCF Daily Target 2X Copper Index ETF), previously filed with Post-Effective
Amendment No. 80 on Form N-1A on December 9, 2024 and is incorporated herein by reference. |
| |
(vi) |
Sixth
Amendment to the Custodian Agreement (adding Battleshares™ NVDA vs INTC ETF, Battleshares™ AMZN vs M ETF, Battleshares™
COIN vs WFC ETF, Battleshares™ MSTR vs JPM ETF, Battleshares™ NFLX vs CMCSA ETF, and Battleshares™ LLY vs YUM
ETF, Battleshares™ GOOGL vs NYT ETF), previously filed with Post-Effective Amendment No.
91 on Form N-1A on January 13, 2025, and is incorporated herein by reference. |
| |
(vii) |
Seventh
Amendment to the Custodian Agreement (adding World Dynamic Momentum Leaders ETF, VistaShares Target 15 Berkshire Select Income ETF, VistaShares
Target 15 USA Momentum Income ETF, VistaShares Target 15 USA Value Income ETF, VistaShares Target 15 USA Quality Income ETF and VistaShares
Target 15 USA Low Volatility Income ETF, previously filed with Post-Effective Amendment
No. 96 on Form N-1A on January 23, 2025 and is incorporated herein by reference. |
| |
(viii) |
Eighth
Amendment to the Custodian Agreement (adding Intech S&P Large Cap Diversified Alpha ETF, Intech S&P Small-Mid Cap Diversified
Alpha ETF and MRP SynthEquity ETF), previously filed with Post-Effective Amendment No. 113 on
Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
(ix) |
Ninth
Amendment to the Custodian Agreement (adding Alpha Brands™ Consumption Leaders ETF, VistaShares Animal Spirits Strategy ETF and
VistaShares Animal Spirits Daily 2X Strategy ETF), previously filed with Post-Effective Amendment
No. 113 on Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
(x) |
Eleventh
Amendment to the Custodian Agreement (adding Defiance Bitcoin vs Ether ETF, Defiance Ether vs Bitcoin ETF, Defiance Bitcoin vs Gold ETF,
Defiance Gold vs Bitcoin ETF, VistaShares ACKtivist Select ETF, VistaShares Target 15 ACKtivist Distribution ETF, VistaShares BigShort
Select ETF, VistaShares Target 15 BigShort Distribution ETF, VistaShares DRUKMacro Select ETF, VistaShares Target 15 DRUKMacro Distribution
ETF and VistaShares Berkshire Select ETF), previously filed with Post-Effective Amendment No.
128 on Form N-1A on August 18, 2025 and is incorporated herein by reference. |
| |
(xi) |
Twelfth
Amendment to the Custodian Agreement (adding Stoneport Advisors Commodity Long Short ETF and NovaTide Flexible Allocation ETF),
previously filed with Post-Effective Amendment No. 139 on Form N-1A on October 7, 2025 and is incorporated herein by reference. |
| |
(xii) |
Thirteenth
Amendment to the Custodian Agreement (adding Fundstrat Granny Shots US Small- & Mid-Cap ETF and Fundstrat Granny Shots US Large Cap
& Income ETF), previously filed with Post-Effective Amendment No. 146 on Form N-1A on November
11, 2025 and is incorporated herein by reference. |
| |
(xiii) |
Fourteenth
Amendment to the Custodian Agreement (adding VistaShares BitBonds 1-3 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares BitBonds
5 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares BitBonds 10 Yr Enhanced Weekly Distribution Option Income ETF and VistaShares
BitBonds 20 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares Bitcoin Treasury Income ETF, VistaShares Ethereum Treasury
Income ETF, VistaShares Ethereum Treasury ETF, VistaShares IPO and Income ETF, VistaShares Target 15™ International Innovators Distribution
ETF, VistaShares Target 15™ European High Dividend Payers Distribution ETF, VistaShares Target 15™ Global 100 Distribution
ETF, VistaShares Target 15™ S&P 100 Distribution ETF), previously filed with Post-Effective
Amendment No. 160 on Form N-1A on January 7, 2026 and is incorporated herein by reference. |
| |
(xiv) |
Fifteenth
Amendment to the Custodian Agreement (adding VistaShares DIVBoost Dividend Nobles Distribution ETF, VistaShares DIVBoost Dividend Kings
Distribution ETF, VistaShares DIVBoost Sector Distribution ETF, VistaShares DIVBoost Utilities Distribution ETF, VistaShares DIVBoost
High Yield Bond Distribution ETF, VistaShares DIVBoost REIT Distribution ETF, VistaShares DIVBoost Energy Distribution ETF, VistaShares
TEPRTantrum Contrarian Select ETF, VistaShares Target 15 TEPRTantrum Contrarian Distribution ETF, VistaShares TPLoeb Event Driven Select
ETF, VistaShares Target 15 TPLoeb Event Driven Distribution ETF, VistaShares TIGR Cub NextGen Select ETF, VistaShares Target 15 TIGR Cub
NextGen Distribution ETF, VistaShares LAFFTech Select ETF, and VistaShares Target 15 LAFFTech Distribution ETF, VistaShares HRVD Select
ETF, VistaShares Target 15 HRVD Distribution ETF, VistaShares GATE Endowment Select ETF, VistaShares Target 15 GATE Endowment Distribution
ETF, VistaShares Gulf Sovereign Select ETF, VistaShares Target 15 Gulf Sovereign Distribution ETF, VistaShares Nordic Wealth Select ETF
and VistaShares Target 15 Nordic Wealth Distribution ETF), previously filed with Post-Effective
Amendment No. 160 on Form N-1A on January 7, 2026 and is incorporated herein by reference. |
| |
(xv) |
Sixteenth
Amendment to the Custodian Agreement (adding RCN Pareto Strategic Allocation ETF and U.S. Defense ETF),
previously filed with Post-Effective Amendment No. 180 on Form N-1A on April 6, 2026, and is incorporated herein by reference. |
| |
(xvi) |
Seventeenth
Amendment to the Custodian Agreement (adding Worth Charting Options Income ETF)), previously
filed with Post-Effective Amendment No. 182 on Form N-1A on April 23, 2026 and is incorporated herein by reference. |
| |
(xvii) |
Eighteenth
Amendment to the Custodian Agreement (adding Alki Consolidated Income ETF, VistaShares Space Supercycle ETF, VistaShares Robotics
Supercycle ETF, VistaShares Defense Supercycle ETF, VistaShares ShieldTM S&P 500 Enhanced Protection ETF, VistaShares ShieldTM
Nasdaq 100 Enhanced Protection ETF, VistaShares Shield™ Diversified Commodity Enhanced Protection, VistaShares Shield™ Diversified
Equity Enhanced Protection ETF, VistaShares Shield™ MSCI EM Enhanced Protection ETF, VistaShares Shield™ MSCI EAFE Enhanced
Protection ETF, VistaShares Shield™ Russell 2000 Enhanced Protection ETF and VistaShares ShieldTM Diversified Income
Enhanced Protection ETF), previously filed with Post-Effective Amendment No. 197 on Form N-1A on July 10, 2026 and is incorporated
herein by reference. |
| |
(xviii) |
Nineteenth Amendment to the Custodian Agreement (adding Aura AI Photonics ETF and VistaShares AI Computing Power ETF), filed herewith. |
| |
(xix) |
Twentieth Amendment to the Custodian Agreement (to reflect name changes for VistaShares Shield™ Diversified Commodity Enhanced Protection to VistaShares Shield™ Diversified Commodities Enhanced Protection, VistaShares Shield™ Diversified Equity Enhanced Protection ETF to VistaShares Shield™ Diversified Growth Enhanced Protection ETF, VistaShares Shield™ MSCI EM Enhanced Protection ETF to VistaShares Shield™ Emerging Markets Enhanced Protection ETF, VistaShares Shield™ MSCI EAFE Enhanced Protection ETF to VistaShares Shield™ International Enhanced Protection ETF and VistaShares Shield™ Russell 2000 Enhanced Protection ETF to VistaShares Shield™ US Small Cap Enhanced Protection ETF- filed herewith. |
| |
(xx) |
Twentieth-First Amendment to
the Custodian Agreement (adding Wermers Quantitative U.S. Large Cap ETF) – to be filed by amendment. |
| |
(xxi) |
Twenty- Second Amendment to
the Custodian Agreement (adding NestYield Ultra-Short Enhanced Treasury Income ETF) – to be filed by amendment. |
| |
(xxii) |
Twenty-Third Amendment
to the Custodian Agreement (adding Silvia Anti-Money Printer ETF, Silvia Best Ideas ETF, Silvia Bitcoin +
Treasury mNAV Discount ETF, Silvia World’s Richest Man ETF, and Silvia NVDA CEO Interview ETF) – to be filed by
amendment. |
| (h) |
(i) |
Amended
and Restated Fund Administration Servicing Agreement between the Registrant, Tidal ETF Services, LLC and Tidal Investments LLC,
previously filed with Post-Effective Amendment No. 128 on Form N-1A on August 18, 2025 and is incorporated herein by reference. |
| |
|
(i) |
First
Amendment to the Amended and Restated Fund Administration Servicing Agreement (adding Stoneport Advisors Commodity Long Short ETF and
NovaTide Flexible Allocation ETF), previously filed with Post-Effective Amendment No. 142 on
Form N-1A on October 23, 2025 and is incorporated herein by reference. |
| |
|
(ii) |
Second
Amendment to the Amended and Restated Fund Administration Servicing Agreement (adding VistaShares BitBonds 1-3 Yr Enhanced Weekly Distribution
Option Income ETF, VistaShares BitBonds 5 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares BitBonds 10 Yr Enhanced Weekly
Distribution Option Income ETF and VistaShares BitBonds 20 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares Bitcoin Treasury
Income ETF, VistaShares Ethereum Treasury Income ETF, VistaShares Ethereum Treasury ETF, VistaShares IPO and Income ETF, VistaShares Target
15TM International Innovators Distribution ETF, VistaShares Target 15TM European High Dividend Payers
Distribution ETF, VistaShares Target 15TM Global 100 Distribution ETF, VistaShares Target 15TM S&P
100 Distribution ETF, Fundstrat Granny Shots US Small- & Mid-Cap ETF and Fundstrat Granny Shots US Large Cap & Income ETF),
previously filed with Post-Effective Amendment No. 146 on Form N-1A on November 11, 2025 and is incorporated herein by reference. |
| |
|
(iii) |
Third
Amendment to the Amended and Restated Fund Administration Servicing Agreement (adding VistaShares DIVBoost Dividend Nobles Distribution
ETF, VistaShares DIVBoost Dividend Kings Distribution ETF, VistaShares DIVBoost Sector Distribution ETF, VistaShares DIVBoost Utilities
Distribution ETF, VistaShares DIVBoost High Yield Bond Distribution ETF, VistaShares DIVBoost REIT Distribution ETF, VistaShares DIVBoost
Energy Distribution ETF, VistaShares TEPRTantrum Contrarian Select ETF, VistaShares Target 15 TEPRTantrum Contrarian Distribution ETF,
VistaShares TPLoeb Event Driven Select ETF, VistaShares Target 15 TPLoeb Event Driven Distribution ETF, VistaShares TIGR Cub NextGen
Select ETF, VistaShares Target 15 TIGR Cub NextGen Distribution ETF, VistaShares LAFFTech Select ETF, VistaShares Target 15
LAFFTech Distribution ETF, VistaShares HRVD Select ETF, VistaShares Target 15 HRVD Distribution ETF, VistaShares GATE Endowment Select
ETF, VistaShares Target 15 GATE Endowment Distribution ETF, VistaShares Gulf Sovereign Select ETF, VistaShares Target 15 Gulf Sovereign
Distribution ETF, VistaShares Nordic Wealth Select ETF and VistaShares Target 15 Nordic Wealth Distribution ETF),
previously filed with Post-Effective Amendment No. 160 on Form N-1A on January 7, 2026 and is incorporated herein by reference. |
| |
|
(iv) |
Fourth
Amendment to the Amended and Restated Fund Administration Servicing Agreement (adding RCN Pareto Strategic Allocation ETF and U.S. Defense
ETF), previously filed with Post-Effective Amendment No. 177 on Form N-1A on March 23, 2026,
and is incorporated herein by reference. |
| |
|
(v) |
Fifth
Amendment to the Amended and Restated Fund Administration Servicing Agreement (adding Worth Charting Options Income ETF and Alki Consolidated
Income ETF), previously filed with Post-Effective Amendment No. 182 on Form N-1A on April 23,
2026 and is incorporated herein by reference. |
| |
|
(vi) |
Sixth
Amendment to the Amended and Restated Fund Administration Servicing Agreement (adding VistaShares Space Supercycle ETF, VistaShares Robotics
Supercycle ETF, VistaShares Defense Supercycle ETF, VistaShares ShieldTM S&P 500 Enhanced Protection ETF, VistaShares ShieldTM
International Enhanced Protection ETF, VistaShares ShieldTM Emerging Markets Enhanced Protection ETF, VistaShares ShieldTM
US Small Cap Enhanced Protection ETF, VistaShares ShieldTM Nasdaq 100 Enhanced Protection ETF, VistaShares ShieldTM
Diversified Growth Enhanced Protection ETF, VistaShares ShieldTM Diversified Commodities Enhanced Protection ETF and VistaShares
ShieldTM Diversified Income Enhanced Protection ETF), previously filed with Post-Effective
Amendment No. 197 on Form N-1A on July 10, 2026 and is incorporated herein by reference. |
| |
|
(vii) |
Seventh Amendment to the Amended and Restated Fund Administration Servicing Agreement (adding Aura AI Photonics ETF and VistaShares AI Computing Power ETF), filed herewith. |
| |
|
(viii) |
Eighth Amendment to the Amended and Restated Fund Administration Servicing Agreement
(adding Wermers Quantitative U.S. Large Cap ETF) – to be filed by amendment. |
| |
|
(ix) |
Ninth Amendment to the Amended and Restated Fund Administration Servicing Agreement
(adding NestYield Ultra-Short Enhanced Treasury Income ETF) – to be filed by amendment. |
| |
|
(x) |
Tenth Amendment to the Amended and Restated
Fund Administration Servicing Agreement (adding Silvia Anti-Money Printer ETF, Silvia Best Ideas ETF, Silvia Bitcoin +
Treasury mNAV Discount ETF, Silvia World’s Richest Man ETF, and Silvia NVDA CEO Interview ETF) – to be filed
by amendment. |
| |
(ii) |
Transfer
Agent Agreement between Registrant and U.S. Bancorp Fund Services, LLC, previously filed with Post-Effective Amendment No. 45
on Form N-1A on July 16, 2024 and is incorporated herein by reference. |
| |
|
(i) |
First
Amendment to the Transfer Agency Agreement (adding Rockefeller Opportunistic Municipal Bond ETF, Rockefeller California Municipal Bond
ETF, Rockefeller New York Municipal Bond ETF, Rockefeller U.S. Small-Mid Cap ETF, Rockefeller Global Equity ETF, TradersAI Large Cap Equity
& Cash ETF, 4E Quality Growth ETF and GammaRoad Market Navigation ETF, previously filed
with Post-Effective Amendment No. 48 on Form N-1A on August 5, 2024 and is incorporated herein by reference. |
| |
|
(ii) |
Second
Amendment to the Transfer Agency Agreement (adding Impact Shares Women’s Empowerment ETF, Impact Shares NAACP Minority Empowerment
ETF, VistaShares Artificial Intelligence Supercycle ETF and VistaShares Electrification Supercycle ETF, previously
filed with Post-Effective Amendment No. 59 on Form N-1A on September 6, 2024 and is incorporated herein by reference. |
| |
|
(iii) |
Fourth
Amendment to the Transfer Agency Agreement (adding Fundstrat Granny Shots US Large Cap ETF, Ned Davis Research 360º Dynamic Allocation
ETF, Ned Davis Research 360º Core Equity ETF, Ninepoint North American Energy Independence ETF and Ninepoint Energy Income ETF),
previously filed with Post-Effective Amendment No. 64 on Form N-1A on October 15, 2024 and is incorporated herein by reference. |
| |
|
(iv) |
Fifth
Amendment to the Transfer Agency Agreement (adding The Beehive ETF,NestYield Total Return Guard ETF, NestYield Dynamic Income Shield ETF,
NestYield Visionary ETF andUSCF Daily Target 2X Copper Index ETF), previously filed with Post-Effective
Amendment No. 80 on Form N-1A on December 9, 2024 and is incorporated herein by reference. |
| |
|
(v) |
Sixth
Amendment to the Transfer Agency Agreement (adding Battleshares™ NVDA vs INTC ETF, Battleshares™ AMZN vs M ETF, Battleshares™
COIN vs WFC ETF, Battleshares™ MSTR vs JPM ETF, Battleshares™ NFLX vs CMCSA ETF, Battleshares™ LLY vs YUM ETF, and Battleshares™
GOOGL vs NYT ETF), previously filed with Post-Effective Amendment No. 91 on Form N-1A on January
13, 2025, and is incorporated herein by reference. |
| |
|
(vi) |
Seventh
Amendment to the Transfer Agency Agreement (adding World Dynamic Momentum Leaders ETF, VistaShares Target 15 Berkshire Select Income ETF,
VistaShares Target 15 USA Momentum Income ETF, VistaShares Target 15 USA Value Income ETF, VistaShares Target 15 USA Quality Income ETF
and VistaShares Target 15 USA Low Volatility Income ETF), previously filed with Post-Effective
Amendment No. 96 on Form N-1A on January 23, 2025 and is incorporated herein by reference. |
| |
|
(vii) |
Eighth
Amendment to the Transfer Agency Agreement (adding Intech S&P Large Cap Diversified Alpha ETF, Intech S&P Small-Mid Cap Diversified
Alpha ETF and MRP SynthEquity ETF), previously filed with Post-Effective Amendment No. 113 on
Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
|
(viii) |
Ninth
Amendment to the Transfer Agency Agreement (adding Alpha Brands™ Consumption Leaders ETF, VistaShares Animal Spirits Strategy ETF
and VistaShares Animal Spirits Daily 2X Strategy ETF), previously filed with Post-Effective Amendment
No. 113 on Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
|
(ix) |
Eleventh
Amendment to the Transfer Agency Agreement (adding Defiance Bitcoin vs Ether ETF, Defiance Ether vs Bitcoin ETF, Defiance Bitcoin vs Gold
ETF, Defiance Gold vs Bitcoin ETF, VistaShares ACKtivist Select ETF, VistaShares Target 15 ACKtivist Distribution ETF, VistaShares BigShort
Select ETF, VistaShares Target 15 BigShort Distribution ETF, VistaShares DRUKMacro Select ETF, VistaShares Target 15 DRUKMacro Distribution
ETF and VistaShares Berkshire Select ETF), previously filed with Post-Effective Amendment No.
128 on Form N-1A on August 18, 2025 and is incorporated herein by reference. |
| |
|
(x) |
Twelfth
Amendment to the Transfer Agency Agreement (adding Stoneport Advisors Commodity Long Short ETF and NovaTide Flexible Allocation ETF),
previously filed with Post-Effective Amendment No. 139 on Form N-1A on October 7, 2025 and is incorporated herein by reference. |
| |
|
(xi) |
Thirteenth
Amendment to the Transfer Agency Agreement (adding Fundstrat Granny Shots US Small- & Mid-Cap ETF and Fundstrat Granny Shots US Large
Cap & Income ETF), previously filed with Post-Effective Amendment No. 146 on Form N-1A on
November 11, 2025 and is incorporated herein by reference. |
| |
|
(xii) |
Fourteenth
Amendment to the Transfer Agency Agreement (adding VistaShares BitBonds 1-3 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares
BitBonds 5 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares BitBonds 10 Yr Enhanced Weekly Distribution Option Income ETF
and VistaShares BitBonds 20 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares Bitcoin Treasury Income ETF, VistaShares Ethereum
Treasury Income ETF, VistaShares Ethereum Treasury ETF, VistaShares IPO and Income ETF, VistaShares Target 15™ International Innovators
Distribution ETF, VistaShares Target 15™ European High Dividend Payers Distribution ETF, VistaShares Target 15™ Global 100
Distribution ETF and VistaShares Target 15™ S&P 100 Distribution ETF), previously filed
with Post-Effective Amendment No. 160 on Form N-1A on January 7, 2026 and is incorporated herein by reference. |
| |
|
(xiii) |
Fifteenth
Amendment to the Transfer Agency Agreement (adding VistaShares DIVBoost Dividend Nobles Distribution ETF, VistaShares DIVBoost Dividend
Kings Distribution ETF, VistaShares DIVBoost Sector Distribution ETF, VistaShares DIVBoost Utilities Distribution ETF, VistaShares DIVBoost
High Yield Bond Distribution ETF, VistaShares DIVBoost REIT Distribution ETF, VistaShares DIVBoost Energy Distribution ETF, VistaShares
TEPRTantrum Contrarian Select ETF, VistaShares Target 15 TEPRTantrum Contrarian Distribution ETF, VistaShares TPLoeb Event Driven Select
ETF, VistaShares Target 15 TPLoeb Event Driven Distribution ETF, VistaShares TIGR Cub NextGen Select ETF, VistaShares Target 15 TIGR Cub
NextGen Distribution ETF, VistaShares LAFFTech Select ETF, VistaShares Target 15 LAFFTech Distribution ETF, VistaShares HRVD Select ETF,
VistaShares Target 15 HRVD Distribution ETF, VistaShares GATE Endowment Select ETF, VistaShares Target 15 GATE Endowment Distribution
ETF, VistaShares Gulf Sovereign Select ETF, VistaShares Target 15 Gulf Sovereign Distribution ETF, VistaShares Nordic Wealth Select ETF
and VistaShares Target 15 Nordic Wealth Distribution ETF), previously filed with Post-Effective
Amendment No. 160 on Form N-1A on January 7, 2026 and is incorporated herein by reference. |
| |
|
(xiv) |
Sixteenth
Amendment to the Transfer Agency Agreement (adding RCN Pareto Strategic Allocation ETF and U.S. Defense ETF),
previously filed with Post-Effective Amendment No. 180 on Form N-1A on April 6, 2026, and is incorporated herein by reference. |
| |
|
(xv) |
Seventeenth
Amendment to the Transfer Agency Agreement (adding Worth Charting Options Income ETF and Alki Consolidated Income ETF),
previously filed with Post-Effective Amendment No. 182 on Form N-1A on April 23, 2026 and is incorporated herein by reference. |
| |
|
(xvi) |
Eighteenth
Amendment to the Transfer Agency Agreement (adding Alki Consolidated Income ETF, VistaShares Space Supercycle ETF, VistaShares Robotics
Supercycle ETF, VistaShares Defense Supercycle ETF, VistaShares ShieldTM S&P 500 Enhanced Protection ETF, VistaShares ShieldTM
International Enhanced Protection ETF, VistaShares ShieldTM Emerging Markets Enhanced Protection ETF, VistaShares ShieldTM
US Small Cap Enhanced Protection ETF, VistaShares ShieldTM Nasdaq 100 Enhanced Protection ETF, VistaShares ShieldTM
Diversified Growth Enhanced Protection ETF, VistaShares ShieldTM Diversified Commodities Enhanced Protection ETF and VistaShares
ShieldTM Diversified Income Enhanced Protection ETF), previously filed with Post-Effective
Amendment No. 197 on Form N-1A on July 10, 2026 and is incorporated herein by reference. |
| |
|
(xvii) |
Nineteenth Amendment to the Transfer Agency Agreement (adding Aura AI Photonics ETF and VistaShares AI Computing Power ETF), - filed herewith. |
| |
|
(xviii) |
Twentieth Amendment to the Transfer Agency Agreement (to reflect name changes for VistaShares Shield™ Diversified Commodity Enhanced Protection to VistaShares Shield™ Diversified Commodities Enhanced Protection, VistaShares Shield™ Diversified Equity Enhanced Protection ETF to VistaShares Shield™ Diversified Growth Enhanced Protection ETF, VistaShares Shield™ MSCI EM Enhanced Protection ETF to VistaShares Shield™ Emerging Markets Enhanced Protection ETF, VistaShares Shield™ MSCI EAFE Enhanced Protection ETF to VistaShares Shield™ International Enhanced Protection ETF and VistaShares Shield™ Russell 2000 Enhanced Protection ETF to VistaShares Shield™ US Small Cap Enhanced Protection ETF- filed herewith. |
| |
|
(xix) |
Twenty-First Amendment to the Transfer Agency
Agreement (adding Wermers Quantitative U.S. Large Cap ETF) – to be filed by amendment. |
| |
|
(xx) |
Twenty- Second Amendment to the Transfer
Agency Agreement (adding NestYield Ultra-Short Enhanced Treasury Income ETF) – to be filed by amendment. |
| |
|
(xxi) |
Twenty-Third Amendment to the Transfer Agency
Agreement (adding Silvia Anti-Money Printer ETF, Silvia Best Ideas ETF, Silvia Bitcoin + Treasury mNAV Discount ETF, Silvia World’s
Richest Man ETF, and Silvia NVDA CEO Interview ETF) – to be filed by amendment. |
| |
(iii) |
Fund
Accounting Agreement between Registrant and U.S. Bancorp Fund Services, LLC, previously filed with Post-Effective Amendment No.
45 on Form N-1A on July 16, 2024 and is incorporated herein by reference. |
| |
|
(i) |
First
Amendment to the Fund Accounting Agreement (adding Rockefeller Opportunistic Municipal Bond ETF, Rockefeller California Municipal Bond
ETF, Rockefeller New York Municipal Bond ETF, Rockefeller U.S. Small-Mid Cap ETF, Rockefeller Global Equity ETF, TradersAI Large Cap Equity
& Cash ETF, 4E Quality Growth ETF and GammaRoad Market Navigation ETF, previously filed with
Post-Effective Amendment No. 48 on Form N-1A on August 5, 2024 and is incorporated herein by reference. |
| |
|
(ii) |
Second
Amendment to the Fund Accounting Agreement (adding Impact Shares Women’s Empowerment ETF, Impact Shares NAACP Minority Empowerment
ETF, VistaShares Artificial Intelligence Supercycle ETF and VistaShares Electrification Supercycle ETF,
previously filed with Post-Effective Amendment No. 59 on Form N-1A on September 6, 2024 and is incorporated herein by reference. |
| |
|
(iii) |
Fourth
Amendment to the Fund Accounting Agreement (adding Fundstrat Granny Shots US Large Cap ETF, Ned Davis Research 360º Dynamic Allocation
ETF, Ned Davis Research 360º Core Equity ETF, Ninepoint North American Energy Independence ETF and Ninepoint Energy Income ETF),
previously filed with Post-Effective Amendment No. 64 on Form N-1A on October 15, 2024 and is incorporated herein by reference. |
| |
|
(iv) |
Fifth
Amendment to the Fund Accounting Agreement (adding The BeeHive ETF,NestYield Total Return Guard ETF, NestYield Dynamic Income Shield ETF,
NestYield Visionary ETF andUSCF Daily Target 2X Copper Index ETF), previously filed with Post-Effective
Amendment No. 80 on Form N-1A on December 9, 2024 and is incorporated herein by reference. |
| |
|
(v) |
Sixth
Amendment to the Fund Accounting Agreement (adding Battleshares™ NVDA vs INTC ETF, Battleshares™ AMZN vs M ETF, Battleshares™
COIN vs WFC ETF, Battleshares™ MSTR vs JPM ETF, Battleshares™ NFLX vs CMCSA ETF, Battleshares™ LLY vs YUM ETF, and Battleshares™
GOOGL vs NYT ETF), previously filed with Post-Effective Amendment No. 91 on Form N-1A on January
13, 2025, and is incorporated herein by reference. |
| |
|
(vi) |
Seventh
Amendment to the Fund Accounting Agreement (adding World Dynamic Momentum Leaders ETF, VistaShares Target 15 Berkshire Select Income ETF,
VistaShares Target 15 USA Momentum Income ETF, VistaShares Target 15 USA Value Income ETF, VistaShares Target 15 USA Quality Income ETF
and VistaShares Target 15 USA Low Volatility Income ETF), previously filed with Post-Effective
Amendment No. 96 on Form N-1A on January 23, 2025 and is incorporated herein by reference. |
| |
|
(vii) |
Eighth
Amendment to the Fund Accounting Agreement (adding Intech S&P Large Cap Diversified Alpha ETF, Intech S&P Small-Mid Cap Diversified
Alpha ETF and MRP SynthEquity ETF), previously filed with Post-Effective Amendment No. 113 on
Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
|
(viii) |
Ninth
Amendment to the Fund Accounting Agreement (adding Alpha Brands™ Consumption Leaders ETF, VistaShares Animal Spirits Strategy ETF
and VistaShares Animal Spirits Daily 2X Strategy ETF), previously filed with Post-Effective Amendment
No. 113 on Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
|
(ix) |
Eleventh
Amendment to the Fund Accounting Agreement (adding Defiance Bitcoin vs Ether ETF, Defiance Ether vs Bitcoin ETF, Defiance Bitcoin vs Gold
ETF, Defiance Gold vs Bitcoin ETF, VistaShares ACKtivist Select ETF, VistaShares Target 15 ACKtivist Distribution ETF, VistaShares BigShort
Select ETF, VistaShares Target 15 BigShort Distribution ETF, VistaShares DRUKMacro Select ETF, VistaShares Target 15 DRUKMacro Distribution
ETF and VistaShares Berkshire Select ETF), previously filed with Post-Effective Amendment No.
128 on Form N-1A on August 18, 2025 and is incorporated herein by reference. |
| |
|
(x) |
Twelfth
Amendment to the Fund Accounting Agreement (adding Stoneport Advisors Commodity Long Short ETF and NovaTide Flexible Allocation ETF),
previously filed with Post-Effective Amendment No. 139 on Form N-1A on October 7, 2025 and is incorporated herein by reference. |
| |
|
(xi) |
Thirteenth
Amendment to the Fund Accounting Agreement (adding Fundstrat Granny Shots US Small- & Mid-Cap ETF and Fundstrat Granny Shots US Large
Cap & Income ETF), previously filed with Post-Effective Amendment No. 146 on Form N-1A on
November 11, 2025 and is incorporated herein by reference. |
| |
|
(xii) |
Fourteenth
Amendment to the Fund Accounting Agreement (adding VistaShares BitBonds 1-3 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares
BitBonds 5 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares BitBonds 10 Yr Enhanced Weekly Distribution Option Income ETF
and VistaShares BitBonds 20 Yr Enhanced Weekly Distribution Option Income ETF, VistaShares Bitcoin Treasury Income ETF, VistaShares Ethereum
Treasury Income ETF, VistaShares Ethereum Treasury ETF, VistaShares IPO and Income ETF, VistaShares Target 15™ International Innovators
Distribution ETF, VistaShares Target 15™ European High Dividend Payers Distribution ETF, VistaShares Target 15™ Global 100
Distribution ETF and VistaShares Target 15™ S&P 100 Distribution ETF), previously filed
with Post-Effective Amendment No. 161 on Form N-1A on January 8, 2026 and is incorporated herein by reference. |
| |
|
(xiii) |
Fifteenth
Amendment to the Fund Accounting Agreement (adding VistaShares DIVBoost Dividend Nobles Distribution ETF, VistaShares DIVBoost Dividend
Kings Distribution ETF, VistaShares DIVBoost Sector Distribution ETF, VistaShares DIVBoost Utilities Distribution ETF, VistaShares DIVBoost
High Yield Bond Distribution ETF, VistaShares DIVBoost REIT Distribution ETF, VistaShares DIVBoost Energy Distribution ETF, VistaShares
TEPRTantrum Contrarian Select ETF, VistaShares Target 15 TEPRTantrum Contrarian Distribution ETF, VistaShares TPLoeb Event Driven Select
ETF, VistaShares Target 15 TPLoeb Event Driven Distribution ETF, VistaShares TIGR Cub NextGen Select ETF, VistaShares Target 15 TIGR Cub
NextGen Distribution ETF, VistaShares LAFFTech Select ETF, VistaShares Target 15 LAFFTech Distribution ETF, VistaShares HRVD Select ETF,
VistaShares Target 15 HRVD Distribution ETF, VistaShares GATE Endowment Select ETF, VistaShares Target 15 GATE Endowment Distribution
ETF, VistaShares Gulf Sovereign Select ETF, VistaShares Target 15 Gulf Sovereign Distribution ETF, VistaShares Nordic Wealth Select ETF
and VistaShares Target 15 Nordic Wealth Distribution ETF), previously filed with Post-Effective
Amendment No. 160 on Form N-1A on January 7, 2026 and is incorporated herein by reference. |
| |
|
(xiv) |
Sixteenth
Amendment to the Fund Accounting Agreement (adding RCN Pareto Strategic Allocation ETF and U.S. Defense ETF),
previously filed with Post-Effective Amendment No. 180 on Form N-1A on April 6, 2026, and is incorporated herein by reference. |
| |
|
(xv) |
Seventeenth
Amendment to the Fund Accounting Agreement (adding Worth Charting Options Income ETF and Alki Consolidated Income ETF),
previously filed with Post-Effective Amendment No. 182 on Form N-1A on April 23, 2026 and is incorporated herein by reference. |
| |
|
(xvi) |
Eighteenth
Amendment to the Fund Accounting Agreement (adding Alki Consolidated Income ETF, VistaShares Space Supercycle ETF, VistaShares Robotics
Supercycle ETF, VistaShares Defense Supercycle ETF, VistaShares ShieldTM S&P 500 Enhanced Protection ETF, VistaShares ShieldTM
Nasdaq 100 Enhanced Protection ETF, VistaShares Shield™ Diversified Commodity Enhanced Protection, VistaShares Shield™ Diversified
Equity Enhanced Protection ETF, VistaShares Shield™ MSCI EM Enhanced Protection ETF, VistaShares Shield™ MSCI EAFE Enhanced
Protection ETF, VistaShares Shield™ Russell 2000 Enhanced Protection ETF and VistaShares ShieldTM Diversified Income
Enhanced Protection ETF), previously filed with Post-Effective Amendment No. 197 on Form N-1A on July 10, 2026 and is incorporated
herein by reference. |
| |
|
(xvii) |
Nineteenth Amendment to the Fund Accounting Agreement (adding Aura AI Photonics ETF and VistaShares AI Computing Power ETF), filed herewith. |
| |
|
(xviii) |
Twentieth Amendment to the Fund Accounting Agreement (to reflect name changes for VistaShares Shield™ Diversified Commodity Enhanced Protection to VistaShares Shield™ Diversified Commodities Enhanced Protection, VistaShares Shield™ Diversified Equity Enhanced Protection ETF to VistaShares Shield™ Diversified Growth Enhanced Protection ETF, VistaShares Shield™ MSCI EM Enhanced Protection ETF to VistaShares Shield™ Emerging Markets Enhanced Protection ETF, VistaShares Shield™ MSCI EAFE Enhanced Protection ETF to VistaShares Shield™ International Enhanced Protection ETF and VistaShares Shield™ Russell 2000 Enhanced Protection ETF to VistaShares Shield™ US Small Cap Enhanced Protection ETF- filed herewith. |
| |
|
(xix) |
Twentieth-First Amendment to the Fund Accounting
Agreement (adding Wermers Quantitative U.S. Large Cap ETF) – to be filed by amendment. |
| |
|
(xx) |
Twenty- Second Amendment to the Fund Accounting
Agreement (adding NestYield Ultra-Short Enhanced Treasury Income ETF) – to be filed by amendment. |
| |
|
(xxi) |
Twenty-Third Amendment to the Fund Accounting
Agreement (adding Silvia Anti-Money Printer ETF, Silvia Best Ideas ETF, Silvia Bitcoin + Treasury mNAV Discount ETF, Silvia World’s
Richest Man ETF, and Silvia NVDA CEO Interview ETF) – to be filed by amendment. |
| |
|
(xxii) |
Sub-License
Agreement with Impact Shares, Corp dated July 17, 2018, as amended, is incorporated herein by reference to Post-Effective Amendment No.
8 to Registrant’s Registration Statement on Form N-1A, File No. 333-221764, previously filed on August 23, 2019. |
| |
|
(xxiii) |
Powers
of Attorney, previously filed with Post-Effective Amendment No. 39 on Form N-1A on May 22, 2024 and is incorporated herein by
reference. |
| |
|
(xxiv) |
Form
of ETF Support Agreement by and among Tidal Investments LLC, Tidal ETF Services, LLC, and one or more fund sponsor(s), previously
filed with Post-Effective Amendment No. 118 on Form N-1A on May 30, 2025 and is incorporated herein by reference. |
| |
|
(xxv) |
Fee
Waiver Agreement between the Adviser and the Trust (on behalf of the GammaRoad Market Navigation ETF), previously filed with Post-Effective
Amendment No. 55 on Form N-1A on August 20, 2024 and is incorporated herein by reference. |
| |
|
(xxvi) |
Fee
Waiver Agreement between the Adviser and the Trust (on behalf of the Ned Davis Research 360º Dynamic Allocation ETF), previously
filed with Post-Effective Amendment No. 64 on Form N-1A on October 15, 2024 and is incorporated herein by reference. |
| |
|
(xxvii) |
Fee
Waiver Agreement between the Adviser and the Trust (on behalf of the NestYield Total Return Guard ETF, NestYield Dynamic Income ETF and
NestYield Visionary ETF), previously filed with Post-Effective Amendment No. 85 on Form N-1A on December 20, 2024 and
is incorporated herein by reference. |
| |
|
(xxviii) |
Rule
12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of certain series of the Trust) and between Northern Lights Fund
Trust III (on behalf of certain series), previously filed with Post-Effective Amendment No. 171 on Form N-1A on February 13, 2026
and is incorporated herein by reference. |
| (i) |
(i) |
Opinion
of legal counsel relating to Impact Shares NAACP Minority Empowerment ETF, dated July 9, 2018, is
incorporated herein by reference to Pre-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-1A, File No.
333-221764, filed on July 10, 2018. |
| |
(ii) |
Opinion
of legal counsel relating to Impact Shares Women’s Empowerment ETF, dated August 22, 2018, is
incorporated herein by reference to Post-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-1A, File No.
333-221764, filed on August 22, 2018. |
| |
(iii) |
Opinion
and Consent of Counsel (for the Rockefeller Opportunistic Municipal Bond ETF, Rockefeller California Municipal Bond ETF and Rockefeller
New York Municipal Bond ETF), previously filed with Post-Effective Amendment No. 49 on Form N-1A
on August 5, 2024 and is incorporated herein by reference. |
| |
(iv) |
Opinion
and Consent of Counsel (for Rockefeller U.S. Small-Mid Cap ETF and Rockefeller Global Equity ETF),
previously filed with Post-Effective Amendment No. 57 on Form N-1A on August 23, 2024 and is incorporated herein by reference. |
| |
(v) |
Opinion
and Consent of Counsel (for the VistaShares Artificial Intelligence Supercycle ETF and VistaShares Electrification Supercycle ETF),
previously filed with Post-Effective Amendment No. 61 on Form N-1A on September 13, 2024 and is incorporated herein by reference. |
| |
(vi) |
Opinion
and Consent of Counsel (for the Fundstrat Granny Shots US Large Cap ETF), previously filed with
Post-Effective Amendment No. 67 on Form N-1A on October 21, 2024 and is incorporated herein by reference. |
| |
(vii) |
Opinion
and Consent of Counsel (for Ned Davis Research 360º Dynamic Allocation ETF and Ned Davis Research 360º Core Equity ETF),
previously filed with Post-Effective Amendment No. 64 on Form N-1A on October 15, 2024 and is incorporated herein by reference. |
| |
(viii) |
Opinion
and Consent of Counsel (for Ninepoint North American Energy Independence ETF and Ninepoint Energy Income ETF),
previously filed with Post-Effective Amendment No. 66 on Form N-1A on October 18, 2024 and is incorporated herein by reference. |
| |
(ix) |
Opinion
and Consent of Counsel (for The Beehive ETF), previously filed with Post-Effective Amendment
No. 80 on Form N-1A on December 9, 2024 and is incorporated herein by reference. |
| |
(x) |
Opinion
and Consent of Counsel (for NestYield Total Return Guard ETF, NestYield Dynamic Income ETF and NestYield Visionary ETF), previously
filed with Post-Effective Amendment No. 85 on Form N-1A on December 20, 2024 and is incorporated herein by reference. |
| |
(xi) |
Opinion
and Consent of Counsel (for USCF Daily Target 2X Copper Index ETF), previously filed with Post-Effective
Amendment No. 94 on Form N-1A on January 17, 2025 and is incorporated herein by reference. |
| |
(xii) |
Opinion
and Consent of Counsel (for Battleshares™ NVDA vs INTC ETF, Battleshares™ AMZN vs M ETF, Battleshares™ COIN vs WFC ETF,
Battleshares™ MSTR vs JPM ETF, Battleshares™ NFLX vs CMCSA ETF, Battleshares™ LLY vs YUM ETF and Battleshares™
GOOGL vs NYT ETF), previously filed with Post-Effective Amendment No. 96 on Form
N-1A on January 23, 2025 and is incorporated herein by reference. |
| |
(xiii) |
Opinion
and Consent of Counsel (for Intech S&P Large Cap Diversified Alpha ETF and Intech S&P Small-Mid Cap Diversified Alpha ETF),
previously filed with Post-Effective Amendment No. 101 on Form N-1A on February 26, 2025 and is incorporated herein by reference. |
| |
(xiv) |
Opinion
and Consent of Counsel (for World Dynamic Momentum Leaders ETF), previously filed with Post-Effective
Amendment No. 98 on Form N-1A on January 27, 2025 and is incorporated herein by reference. |
| |
(xv) |
Opinion
and Consent of Counsel (for MRP SynthEquity ETF), previously filed with Post-Effective Amendment
No. 102 on Form N-1A on February 26, 2025 and is incorporated herein by reference. |
| |
(xvi) |
Opinion
and Consent of Counsel (for VistaShares Target 15 Berkshire Select Income ETF, VistaShares Target 15 USA Momentum Income ETF, VistaShares
Target 15 USA Value Income ETF, VistaShares Target 15 USA Quality Income ETF and VistaShares Target 15 USA Low Volatility Income ETF),
previously filed with Post-Effective Amendment No. 103 on Form N-1A on February 28, 2025 and is incorporated herein by reference. |
| |
(xvii) |
Opinion
and Consent of Counsel (for Alpha Brands™ Consumption Leaders ETF), previously filed with
Post-Effective Amendment No. 113 on Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
(xviii) |
Opinion
and Consent of Counsel (for VistaShares Animal Spirits Strategy ETF and VistaShares Animal Spirits Daily 2X Strategy ETF),
previously filed with Post-Effective Amendment No. 118 on Form N-1A on May 30, 2025 and is incorporated herein by reference. |
| |
(xix) |
Opinion
and Consent of Counsel (for Defiance Bitcoin vs Ether ETF, Defiance Ether vs Bitcoin ETF, Defiance Bitcoin vs Gold ETF and Defiance Gold
vs Bitcoin ETF), previously filed with Post-Effective Amendment No. 176 on Form N-1A on March
16, 2026, and is incorporated herein by reference. |
| |
(xx) |
Opinion
and Consent of Counsel (for VistaShares ACKtivist Select ETF, VistaShares Target 15 ACKtivist Distribution ETF, VistaShares BigShort Select
ETF, VistaShares Target 15 BigShort Distribution ETF, VistaShares DRUKMacro Select ETF, VistaShares Target 15 DRUKMacro Distribution ETF
and VistaShares Berkshire Select ETF), previously filed with Post-Effective Amendment No. 128
on Form N-1A on August 18, 2025 and is incorporated herein by reference. |
| |
(xxi) |
Opinion
and Consent of Counsel (for Stoneport Advisors Commodity Long Short ETF), previously filed with
Post-Effective Amendment No. 134 on Form N-1A on September 12, 2025 and is incorporated herein by reference. |
| |
(xxii) |
Opinion
and Consent of Counsel (for NovaTide Flexible Allocation ETF), previously filed with Post-Effective
Amendment No. 135 on Form N-1A on September 12, 2025 and is incorporated herein by reference. |
| |
(xxiii) |
Opinion
and Consent of Counsel (for VistaShares BitBonds 1-3 Yr Enhanced Weekly Distribution ETF, VistaShares BitBonds 5 Yr Enhanced Weekly Distribution
ETF, VistaShares BitBonds 10 Yr Enhanced Weekly Distribution ETF and VistaShares BitBonds 20 Yr Enhanced Weekly Distribution ETF),
previously filed with Post-Effective Amendment No. 153 on Form N-1A on November 26, 2025 and is incorporated herein by reference. |
| |
(xxiv) |
Opinion
and Consent of Counsel (for Fundstrat Granny Shots US Small- & Mid-Cap ETF and Fundstrat Granny Shots US Large Cap & Income ETF),
previously filed with Post-Effective Amendment No. 146 on Form N-1A on November 11, 2025 and is incorporated herein by reference. |
| |
(xxv) |
Opinion
and Consent of Counsel (VistaShares Bitcoin Treasury Income ETF, VistaShares Ethereum Treasury Income ETF, VistaShares Ethereum Treasury
ETF and VistaShares IPO and Income ETF), previously filed with Post-Effective Amendment No. 154
on Form N-1A on December 1, 2025 and is incorporated herein by reference. |
| |
(xxvi) |
Opinion
and Consent of Counsel (for VistaShares Target 15TM International Innovators Distribution ETF, VistaShares Target 15TM European
High Dividend Payers Distribution ETF, VistaShares Target 15TM Global 100 Distribution ETF, and VistaShares Target 15TM S&P
100 Distribution ETF), previously filed with Post-Effective Amendment No. 152 on Form N-1A on
November 26, 2025 and is incorporated herein by reference. |
| |
(xxvii) |
Opinion
and Consent of Counsel (for VistaShares DIVBoost Dividend Nobles Distribution ETF, VistaShares
DIVBoost Dividend Kings Distribution ETF, VistaShares DIVBoost Sector Distribution ETF, VistaShares DIVBoost Utilities Distribution ETF,
VistaShares DIVBoost High Yield Bond Distribution ETF, VistaShares DIVBoost REIT Distribution ETF and VistaShares DIVBoost Energy Distribution
ETF), previously filed with Post-Effective Amendment No. 161 on Form N-1A on January 8,
2026 and is incorporated herein by reference. |
| |
(xxviii) |
Opinion
and Consent of Counsel (for VistaShares TEPRTantrum Contrarian Select ETF, VistaShares Target 15 TEPRTantrum Contrarian Distribution ETF,
VistaShares TPLoeb Event Driven Select ETF, VistaShares Target 15 TPLoeb Event Driven Distribution ETF, VistaShares TIGR Cub NextGen
Select ETF, VistaShares Target 15 TIGR Cub NextGen Distribution ETF, VistaShares LAFFTech Select ETF, and VistaShares Target 15 LAFFTech
Distribution ETF), previously filed with Post-Effective Amendment No. 164 on Form N-1A on January
16, 2026 and is incorporated herein by reference. |
| |
(xxix) |
Opinion
and Consent of Counsel (for VistaShares HRVD Select ETF, VistaShares Target 15 HRVD Distribution ETF, VistaShares GATE Endowment Select
ETF, VistaShares Target 15 GATE Endowment Distribution ETF, VistaShares Gulf Sovereign Select ETF, VistaShares Target 15 Gulf Sovereign
Distribution ETF, VistaShares Nordic Wealth Select ETF and VistaShares Target 15 Nordic Wealth Distribution ETF),
previously filed with Post-Effective Amendment No. 168 on Form N-1A on January 26, 2026 and is incorporated herein by reference. |
| |
(xxx) |
Opinion
and Consent of Counsel (for RCN Pareto Strategic Allocation ETF), previously filed with Post-Effective
Amendment No. 177 on Form N-1A on March 23, 2026, and is incorporated herein by reference. |
| |
(xxxi) |
Opinion
and Consent of Counsel (for U.S. Defense ETF), previously filed with Post-Effective Amendment
No. 180 on Form N-1A on April 6, 2026, and is incorporated herein by reference. |
| |
(xxxii) |
Opinion
and Consent of Counsel (for Worth Charting Options Income ETF), previously filed with Post-Effective
Amendment No. 182 on Form N-1A on April 23, 2026 and is incorporated herein by reference. |
| |
(xxxiii) |
Opinion
and Consent of Counsel (for Alki Consolidated Income ETF), previously filed with Post-Effective
Amendment No. 194 on Form N-1A on June 16, 2026 and is incorporated herein by reference. |
| |
(xxxiv) |
Opinion
and Consent of Counsel (for VistaShares Space Supercycle ETF, VistaShares Robotics Supercycle ETF, and VistaShares Defense Supercycle
ETF), previously filed with Post-Effective Amendment No. 197 on Form N-1A on July 10, 2026 and
is incorporated herein by reference. |
| |
(xxxv) |
Opinion
and Consent of Counsel (for VistaShares ShieldTM S&P 500 Enhanced Protection ETF, VistaShares ShieldTM International
Enhanced Protection ETF, VistaShares ShieldTM Emerging Markets Enhanced Protection ETF, VistaShares ShieldTM US
Small Cap Enhanced Protection ETF, VistaShares ShieldTM Nasdaq 100 Enhanced Protection ETF, VistaShares ShieldTM
Diversified Growth Enhanced Protection ETF, VistaShares ShieldTM Diversified Commodities Enhanced Protection ETF and VistaShares
ShieldTM Diversified Income Enhanced Protection ETF), previously filed with Post-Effective
Amendment No. 203 on Form N-1A on September 9, 2026 and is incorporated herein by reference. |
| |
(xxxvi) |
Opinion
and Consent of Counsel (for Aura AI Photonics ETF), previously filed with Post-Effective Amendment
No. 199 on Form N-1A on July 29, 2026, and is incorporated herein by reference. |
| |
(xxxvii) |
Opinion and Consent of Counsel (adding VistaShares AI Computing
Power ETF) – to be filed by amendment. |
| |
(xxxviii) |
Opinion and Consent of Counsel (for Wermers Quantitative
U.S. Large Cap ETF) – to be filed by amendment. |
| |
(xxxix) |
Opinion and Consent of Counsel (for NestYield Ultra-Short
Enhanced Treasury Income ETF) – to be filed by amendment. |
| |
(xl) |
Opinion and Consent of
Counsel (for Silvia Anti-Money Printer ETF, Silvia Best Ideas ETF, Silvia Bitcoin +
Treasury mNAV Discount ETF, Silvia World’s Richest Man ETF, and Silvia NVDA CEO Interview ETF) – to be filed
by amendment. |
| |
(xli) |
Consent of Counsel - filed herewith. |
| (j) |
Consent of Independent Registered Public Accounting Firm – filed herewith. |
| (k) |
Not applicable. |
| (l) |
Not applicable. |
| (m) |
Amended and Restated Rule 12b-1 Distribution Plan- filed herewith |
| (n) |
Not applicable. |
| (o) |
Reserved. |
| (p) |
(i) |
Code
of Ethics for Tidal Trust III, previously filed with Post-Effective Amendment No. 159 on Form
N-1A on December 23, 2025 and is incorporated herein by reference. |
| |
(ii) |
Code
of Ethics for Tidal Investments LLC, previously filed with Post-Effective Amendment No. 152 on
Form N-1A on November 26, 2025 and is incorporated herein by reference. |
| |
(iii) |
Code of Ethics for Foreside Fund Services, LLC – not applicable per Rule
17j-1(c)(3). |
| |
(iv) |
Code
of Ethics for Rockefeller Capital Management, previously filed with Post-Effective Amendment No. 195 on Form N-1A on June 25,
2026 and is incorporated herein by reference. |
| |
(v) |
Code
of Ethics for Traders A.I., Inc., previously filed with Post-Effective Amendment No. 48 on Form
N-1A on August 5, 2024 and is incorporated herein by reference. |
| |
(vi) |
Code
of Ethics for Route 20 Private Wealth Inc., previously filed with Post-Effective Amendment
No. 59 on Form N-1A on September 6, 2024 and is incorporated herein by reference. |
| |
(vii) |
Code
of Ethics for VistaShares Advisors LLC, previously filed with Post-Effective Amendment No. 177
on Form N-1A on March 23, 2026, and is incorporated herein by reference. |
| |
(viii) |
Code
of Ethics for Ned Davis Research Inc., previously filed with Post-Effective Amendment No. 64
on Form N-1A on October 15, 2024 and is incorporated herein by reference. |
| |
(ix) |
Code
of Ethics for Ninepoint Partners LP, previously filed with Post-Effective Amendment No. 64 on
Form N-1A on October 15, 2024 and is incorporated herein by reference. |
| |
(x) |
Code
of Ethics for Fundstrat Capital, LLC, previously filed with Post-Effective Amendment No. 146
on Form N-1A on November 11, 2025 and is incorporated herein by reference. |
| |
(xi) |
Code
of Ethics for Cannell & Spears LLC, previously filed with Post-Effective Amendment No. 110
on Form N-1A on April 28, 2025 and is incorporated herein by reference. |
| |
(xii) |
Code
of Ethics for Harmonic Capital, LLC, previously filed with Post-Effective Amendment No. 135 on
Form N-1A on September 12, 2025 and is incorporated herein by reference. |
| |
(xiii) |
Code
of Ethics for Nest Egg ETFs, LLC, previously filed with Post-Effective Amendment No. 119 on Form
N-1A on May 30, 2025 and is incorporated herein by reference. |
| |
(xiv) |
Code
of Ethics for USCF Advisers LLC, previously filed with Post-Effective Amendment No. 94 on
Form N-1A on January 17, 2025 and is incorporated herein by reference. |
| |
(xv) |
Code
of Ethics for AlphaQuest LLC, previously filed with Post-Effective Amendment No. 95 on Form N-1A
on January 17, 2025 and is incorporated herein by reference. |
| |
(xvi) |
Code
of Ethics for Intech Investment Management LLC, previously filed with Post-Effective Amendment No. 195 on Form N-1A on June 25,
2026 and is incorporated herein by reference. |
| |
(xvii) |
Code
of Ethics for Measured Risk Portfolios, Inc., previously filed with Post-Effective Amendment
No. 102 on Form N-1A on February 26, 2025 and is incorporated herein by reference. |
| |
(xviii) |
Code
of Ethics for Accuvest Global Advisors Inc., previously filed with Post-Effective Amendment No.
113 on Form N-1A on May 21, 2025 and is incorporated herein by reference. |
| |
(xix) |
Code
of Ethics for RCN Wealth Advisors, Inc., previously filed with Post-Effective Amendment No. 177
on Form N-1A on March 23, 2026, and is incorporated herein by reference. |
| |
(xx) |
Code
of Ethics for Worth Charting Group LLC, previously filed with Post-Effective Amendment No. 182
on Form N-1A on April 23, 2026 and is incorporated herein by reference. |
| |
(xxi) |
Code
of Ethics for Hohimer Wealth Management, LLC, previously filed with Post-Effective Amendment
No. 194 on Form N-1A on June 16, 2026 and is incorporated herein by reference. |
| |
(xxii) |
Code of Ethics for Wermers Quantitative Partners, LLC – to be filed by amendment. |
| |
(xxiii) |
Code of Ethics for ProCap Investment Advisers, LLC – to be filed by amendment. |
| |
|
|
| Item 29. |
Persons Controlled by or under Common Control with Registrant. |
| |
|
| |
Not Applicable. |
Item 30. Indemnification
Reference is made to Article IV of the Registrant’s
Third Amended and Restated Agreement and Declaration of Trust. The general effect of this provision is to indemnify the Trustees, officers,
employees and other agents of the Trust who are parties pursuant to any proceeding by reason of their actions performed in their scope
of service on behalf of the Trust.
Pursuant to Rule 484 under the Securities Act
of 1933, as amended (the Securities Act), the Registrant furnishes the following undertaking: Insofar as indemnification for liability
arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections
of Investment Adviser
Each of the investment advisers and investment
sub-advisers to one or more of the Funds is registered as an investment adviser under the Investment Advisers Act of 1940, as amended
(the “Advisers Act”). The list required by this Item 31 of officers and directors of each adviser/sub-adviser together with
information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to the respective Schedules A and D of Form ADV filed by each such firm pursuant
to the Advisers Act. Each adviser’s/sub-adviser’s state of organization and SEC Advisers Act file number is noted below.
| Investment Adviser |
SEC File No. |
| Tidal Investments LLC (f/k/a Toroso Investments, LLC) |
801-76857 |
| Investment
Sub-Advisers |
|
| Unity Wealth Partners LLC |
801-130370 |
| Rockefeller Global Investment Management, a division of Rockefeller
& Co. LLC |
801-113009 |
| Traders A.I., Inc. |
801-130642 |
| Route 20 Private Wealth Inc. |
801-130981 |
| VistaShares Advisors LLC |
801-130962 |
| Fundstrat Capital, LLC |
801-131012 |
| Ned Davis Research Inc. |
801-60241 |
| Ninepoint Partners LP |
801-111715 |
| Cannell & Spears LLC |
801-67401 |
| Harmonic Capital, LLC |
801-132705 |
| Nest Egg ETFs, LLC |
801-131316 |
| USCF Advisers LLC |
801-79985 |
| AlphaQuest LLC |
801-108500 |
| Intech Investment Management LLC |
801-60987 |
| Measured Risk Portfolios, Inc. |
801-80124 |
| Accuvest Global Advisors Inc. |
801-68887 |
| RCN Wealth Advisors, Inc. |
801-135338 |
| Worth Charting Group LLC |
801-135744 |
| Hohimer Wealth Management, LLC |
801-114746 |
| ProCap Investment Advisers, LLC |
[ ] |
Item 32. Foreside Fund Services, LLC
|
Item 32(a) |
Foreside Fund Services, LLC (the “Distributor”) serves as
principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended: |
|
2. |
ABS Long/Short Strategies Fund |
|
3. |
ActivePassive Core Bond ETF, Series of Trust for Professional Managers |
|
4. |
ActivePassive Intermediate Municipal Bond ETF, Series of Trust for Professional Managers |
|
5. |
ActivePassive International Equity ETF, Series of Trust for Professional Managers |
|
6. |
ActivePassive U.S. Equity ETF, Series of Trust for Professional Managers |
|
8. |
AFA Private Credit Fund |
|
10. |
AIM ETF Products Trust |
|
11. |
Alexis Practical Tactical ETF, Series of Listed Funds Trust |
|
12. |
AlphaCentric Prime Meridian Income Fund |
|
13. |
Alternative Strategies Income Fund |
|
14. |
American Century ETF Trust |
|
17. |
Applied Finance Dividend Fund, Series of World Funds Trust |
|
18. |
Applied Finance Explorer Fund, Series of World Funds Trust |
|
19. |
Applied Finance Select Fund, Series of World Funds Trust |
|
25. |
Bramshill Multi-Strategy Income Fund, Series of Investment Managers Series Trust |
|
26. |
Bridgeway Funds, Inc. |
|
27. |
Brinker Capital Destinations Trust |
|
28. |
Brookfield Real Assets Income Fund Inc. |
|
30. |
Calamos Convertible and High Income Fund |
|
31. |
Calamos Convertible Opportunities and Income Fund |
|
32. |
Calamos Dynamic Convertible and Income Fund |
|
33. |
Calamos Global Dynamic Income Fund |
|
34. |
Calamos Global Total Return Fund |
|
35. |
Calamos Strategic Total Return Fund |
|
36. |
Carlyle Tactical Private Credit Fund |
|
37. |
Cascade Private Capital Fund |
|
38. |
Catalyst/Perini Strategic Income Fund |
|
39. |
CBRE Global Real Estate Income Fund |
|
40. |
Center Coast Brookfield MLP & Energy Infrastructure Fund |
|
41. |
Cliffwater Corporate Lending Fund |
|
42. |
Cliffwater Enhanced Lending Fund |
|
43. |
Coatue Innovative Strategies Fund |
|
44. |
Cohen & Steers ETF Trust |
|
45. |
Convergence Long/Short Equity ETF, Series of Trust for Professional Managers |
|
46. |
CornerCap Small-Cap Value Fund, Series of Managed Portfolio Series |
|
47. |
CrossingBridge Ultra-Short Duration ETF, Series of Trust for Professional Managers |
|
48. |
Curasset Capital Management Core Bond Fund, Series of World Funds Trust |
|
49. |
Curasset Capital Management Limited Term Income Fund, Series of World Funds Trust |
|
50. |
CYBER HORNET S&P 500® and Bitcoin 75/25 Strategy ETF, Series of CYBER HORNET Trust |
|
51. |
Davis Fundamental ETF Trust |
|
52. |
Defiance BMNR Option Income ETF, Series of ETF Series Solutions |
|
53. |
Defiance Connective Technologies ETF, Series of ETF Series Solutions |
|
54. |
Defiance Drone and Modern Warfare ETF, Series of ETF Series Solutions |
|
55. |
Defiance Quantum ETF, Series of ETF Series Solutions |
|
56. |
Defiance Retail Kings ETF, Series of ETF Series Solutions |
|
57. |
Denali Structured Return Strategy Fund |
|
60. |
DoubleLine Income Solutions Fund |
|
61. |
DoubleLine Opportunistic Credit Fund |
|
62. |
DoubleLine Yield Opportunities Fund |
|
63. |
DriveWealth ETF Trust |
|
65. |
Ellington Income Opportunities Fund |
|
66. |
ETF Opportunities Trust |
|
67. |
Exchange Listed Funds Trust |
|
68. |
Exchange Place Advisors Trust |
|
71. |
Fortuna Hedged Bitcoin ETF, Series of Listed Funds Trust |
|
74. |
Forum Real Estate Income Fund |
|
76. |
GoldenTree Opportunistic Credit Fund |
|
77. |
Gramercy Emerging Markets Debt Fund, Series of Investment Managers Series Trust |
|
78. |
Grayscale Funds Trust |
|
79. |
Guinness Atkinson Funds |
|
81. |
Harris Oakmark ETF Trust |
|
82. |
Hawaiian Tax-Free Trust |
|
83. |
Horizon Kinetics Blockchain Development ETF, Series of Listed Funds Trust |
|
84. |
Horizon Kinetics Energy and Remediation ETF, Series of Listed Funds Trust |
|
85. |
Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust |
|
86. |
Horizon Kinetics Japan Owner Operator ETF, Series of Listed Funds Trust |
|
87. |
Horizon Kinetics Medical ETF, Series of Listed Funds Trust |
|
88. |
Horizon Kinetics SPAC Active ETF, Series of Listed Funds Trust |
|
89. |
Horizon Kinetics Texas ETF, Series of Listed Funds Trust |
|
91. |
Ironwood Institutional Multi-Strategy Fund LLC |
|
92. |
Ironwood Multi-Strategy Fund LLC |
|
93. |
Jensen Quality Growth ETF, Series of Trust for Professional Managers |
|
94. |
John Hancock Exchange-Traded Fund Trust |
|
96. |
Lazard Active ETF Trust |
|
97. |
LDR Real Estate Value-Opportunity Fund, Series of World Funds Trust |
|
98. |
Lone Peak Value Fund, Series of World Funds Trust |
|
99. |
Mairs & Power Balanced Fund, Series of Trust for Professional Managers |
|
100. |
Mairs & Power Growth Fund, Series of Trust for Professional Managers |
|
101. |
Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers |
|
102. |
Mairs & Power Small Cap Fund, Series of Trust for Professional Managers |
|
103. |
Manor Investment Funds |
|
104. |
MoA Funds Corporation |
|
105. |
Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV |
|
106. |
Morgan Stanley ETF Trust |
|
107. |
Morgan Stanley Pathway Large Cap Equity ETF, Series of Morgan Stanley Pathway Funds |
|
108. |
Morgan Stanley Pathway Small-Mid Cap Equity ETF, Series of Morgan Stanley Pathway Funds |
|
109. |
Morningstar Funds Trust |
|
111. |
Niagara Income Opportunities Fund |
|
112. |
NXG Cushing® Midstream Energy Fund |
|
113. |
NXG NextGen Infrastructure Income Fund |
|
114. |
OTG Latin American Fund, Series of World Funds Trust |
|
115. |
Overlay Shares Core Bond ETF, Series of Listed Funds Trust |
|
116. |
Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust |
|
117. |
Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust |
|
118. |
Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust |
|
119. |
Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust |
|
120. |
Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust |
|
121. |
Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust |
|
122. |
Palmer Square Funds Trust |
|
123. |
Palmer Square Opportunistic Income Fund |
|
124. |
Partners Group Private Income Opportunities, LLC |
|
125. |
Perkins Discovery Fund, Series of World Funds Trust |
|
126. |
Philotimo Focused Growth and Income Fund, Series of World Funds Trust |
|
127. |
Plan Investment Fund, Inc. |
|
128. |
Point Bridge America First ETF, Series of ETF Series Solutions |
|
129. |
Precidian ETFs Trust |
|
130. |
Rareview 2x Bull Cryptocurrency & Precious Metals ETF, Series of Collaborative Investment Series
Trust |
|
131. |
Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust |
|
132. |
Rareview Systematic Equity ETF, Series of Collaborative Investment Series Trust |
|
133. |
Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust |
|
134. |
Rareview Total Return Bond ETF, Series of Collaborative Investment Series Trust |
|
135. |
Renaissance Capital Greenwich Funds |
|
137. |
Reynolds Funds, Inc. |
|
139. |
Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust |
|
140. |
Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust |
|
141. |
Roundhill Ball Metaverse ETF, Series of Listed Funds Trust |
|
142. |
Roundhill Cannabis ETF, Series of Listed Funds Trust |
|
144. |
Roundhill Magnificent Seven ETF, Series of Listed Funds Trust |
|
145. |
Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust |
|
146. |
Roundhill Video Games ETF, Series of Listed Funds Trust |
|
147. |
Rule One Fund, Series of World Funds Trust |
|
148. |
Russell Investments Exchange Traded Funds |
|
149. |
Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust |
|
151. |
Sound Shore Fund, Inc. |
|
154. |
Spear Alpha ETF, Series of Listed Funds Trust |
|
155. |
STF Tactical Growth & Income ETF, Series of Listed Funds Trust |
|
156. |
STF Tactical Growth ETF, Series of Listed Funds Trust |
|
159. |
Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust |
|
160. |
Tekla World Healthcare Fund |
|
162. |
The 2023 ETF Series Trust |
|
163. |
The Community Development Fund |
|
164. |
The Cook & Bynum Fund, Series of World Funds Trust |
|
165. |
The Private Shares Fund |
|
166. |
The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust |
|
168. |
Third Avenue Variable Series Trust |
|
173. |
TIFF Investment Program |
|
174. |
Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan |
|
175. |
Timothy Plan International ETF, Series of The Timothy Plan |
|
176. |
Timothy Plan Market Neutral ETF, Series of The Timothy Plan |
|
177. |
Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan |
|
178. |
Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan |
|
180. |
Touchstone ETF Trust |
|
181. |
Trailmark Series Trust |
|
182. |
T-Rex 2X Inverse Bitcoin Daily Target ETF, Series of World Funds Trust |
|
183. |
T-Rex 2x Inverse Ether Daily Target ETF, Series of World Funds Trust |
|
184. |
T-Rex 2X Long Bitcoin Daily Target ETF, Series of World Funds Trust |
|
185. |
T-Rex 2x Long Ether Daily Target ETF |
|
186. |
U.S. Global Investors Funds |
|
187. |
Union Street Partners Value Fund, Series of World Funds Trust |
|
188. |
Vest Bitcoin Strategy Managed Volatility Fund, Series of World Funds Trust |
|
189. |
Vest S&P 500® Dividend Aristocrats Target Income Fund, Series of World Funds Trust |
|
190. |
Vest US Large Cap 10% Buffer Strategies Fund, Series of World Funds Trust |
|
191. |
Vest US Large Cap 20% Buffer Strategies Fund, Series of World Funds Trust |
|
192. |
Virtus Stone Harbor Emerging Markets Income Fund |
|
193. |
Volatility Shares Trust |
|
195. |
Wedbush Series Trust |
|
196. |
Wellington Global Multi-Strategy Fund |
|
197. |
Wilshire Mutual Funds, Inc. |
|
198. |
Wilshire Variable Insurance Trust |
|
200. |
XAI Octagon Floating Rate & Alternative Income Term Trust |
|
Item 32(b) |
The following are the Officers and Manager of the Distributor, the Registrant’s
underwriter. The Distributor’s main business address is 190 Middle Street, Suite 301, Portland, Maine 04101. |
| Name
|
Address |
Position
with Underwriter |
Position
with Registrant |
| |
|
|
|
| Teresa
Cowan |
190
Middle Street, Suite 301, Portland, ME 04101 |
President/Manager |
None |
|
Chris Lanza
Kate Macchia |
190 Middle Street, Suite 301, Portland,
ME 04101
190 Middle Street, Suite 301, Portland,
ME 04101 |
Vice President
Vice President |
None
None |
| Alicia
Strout |
190
Middle Street, Suite 301, Portland, ME 04101 |
Vice
President and Chief Compliance Officer |
None |
|
Gabriel E. Edelman
Susan L. LaFond |
190 Middle Street, Suite 301, Portland,
ME 04101
190 Middle Street, Suite 301, Portland,
ME 04101 |
Secretary
Treasurer |
None
None |
| Weston Sommers |
190 Middle Street,
Suite 301, Portland, ME 04101 |
Financial and Operations
Principal and Chief Financial Officer |
None |
|
Item 32(c) |
Not applicable. |
Item 33. Location of Accounts
and Records
The books and records required to be maintained
by Section 31(a) of the Investment Company Act of 1940 are maintained at the following locations:
Records Relating to: |
Are located at: |
| (1) |
Impact Shares, Corp, 5950 Berkshire Lane, Suite 1420, Dallas, Texas 75225 |
| (2) |
Tidal Investments LLC (formerly Toroso Investments, LLC), 234 West Florida Street,
Suite 700, Milwaukee, Wisconsin 53204 |
| (3) |
Tidal ETF Services LLC, 234 West Florida Street, Suite 700, Milwaukee, Wisconsin 53204 |
| (4) |
U.S. Bancorp Fund Services, LLC, 615 E. Michigan Street, Milwaukee, Wisconsin 53202 |
| (5) |
U.S. Bank, National Association, 1555 N. Rivercenter Drive, Milwaukee, Wisconsin
53212 |
| (6) |
Foreside Fund Services, LLC, 190 Middle Street, Suite 301, Portland, Maine
04101 |
| (7) |
Unity Wealth Partners LLC, 4050 W. Metropolitan Dr., Suite 150, Orange, CA 92868 |
| (8) |
Rockefeller Global Investment Management (a division of Rockefeller & Co.
LLC), 510 Madison Avenue, 21st Floor, New York, NY 10022 |
| (9) |
Traders A.I., Inc., 10300 Eaton Pl, Suite 440/448, Fairfax, VA 22030 |
| (10) |
Route 20 Private Wealth Inc., 401 East Las Olas Boulevard, Suite 1400, Fort Lauderdale, Florida 33301 |
| (11) |
VistaShares Advisors LLC, 1111B S Governors Avenue, Suite 20096, Dover, Delaware 19904 |
| (12) |
Fundstrat Capital, LLC, 150 East 52nd Street, New York, NY 10022 |
| (13) |
Ned Davis Research Inc., 3665 Bee Ridge Road, Suite 306 Sarasota, Florida 34233 |
| (14) |
Ninepoint Partners LP, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1 |
| (15) |
Cannell & Spears LLC, 545 Madison Avenue, 11th Floor, New York, New York 10022 |
| (16) |
Harmonic Capital, LLC, 444 North Wabash Ave, Chicago, IL 60611 |
| (17) |
Nest Egg ETFs, LLC., 8141 2nd Street, Suite 330, Downey, California 90241 |
| (18) |
USCF Advisers LLC, 1850 Mt. Diablo Blvd. Suite 640, Walnut Creek, CA 94596 |
| (19) |
AlphaQuest LLC, 126 East 56th Street, 25th Floor, New York, New York 10022 |
| (20) |
Intech Investment Management LLC, 250 S. Australian Avenue, Suite 1700, West Palm Beach, Florida 33401 |
| (21) |
Measured Risk Portfolios, Inc., 5230 Carroll Canyon Road, Suite 224, San Diego, CA 92121 |
| (22) |
Accuvest Global Advisors Inc., 3575 N. 100 E. Suite 350, Provo, UT 84604 |
| (23) |
RCN Wealth Advisors, Inc., 116 Terrapin Ln. Stevensville, MD 21666 |
| (24) |
Worth Charting Group LLC, located at 445 Park Avenue, 9th Floor, New York, New York 10022 |
| (25) |
Hohimer Wealth Management, LLC, One Union Square 600 University Street, Suite 2401, Seattle, WA 98101 |
| (26) |
Wermers Quantitative Partners, LLC, [ ] |
| (27) |
ProCap Investment Advisers, LLC, 600 Lexington Avenue, New York, New York 10022 |
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all requirements for effectiveness of this Post-Effective Amendment No. 209 to its Registration Statement on Form N-1A under
Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 209 to its Registration Statement on Form N-1A
to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee, State of Wisconsin, on October 26, 2026.
| |
Tidal Trust III |
| |
|
| |
/s/ Eric W. Falkeis |
| |
Eric W. Falkeis President |
Pursuant to
the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons
in the capacities indicated on October 26, 2026.
| Signature |
|
Title |
| |
|
|
| /s/ Eric W. Falkeis |
|
President, Principal Executive Officer and Trustee |
| Eric W. Falkeis |
|
|
| |
|
|
| /s/ Monica H. Byrd* |
|
Trustee |
| Monica H. Byrd |
|
|
| |
|
|
| /s/ Pamela Cytron* |
|
Trustee |
| Pamela Cytron |
|
|
| |
|
|
| /s/ Lawrence Jules* |
|
Trustee |
| Lawrence Jules |
|
|
| |
|
|
| /s/ Ethan Powell* |
|
Trustee |
| Ethan Powell |
|
|
| |
|
|
| /s/ Aaron Perkovich |
|
Treasurer, Principal Financial Officer and Principal Accounting Officer |
| Aaron Perkovich |
|
|
| |
|
|
| *By: |
/s/ Eric W. Falkeis |
|
|
| |
Eric W. Falkeis, Attorney in Fact |
|
|
| |
By Power of Attorney |
|
|
ATTACHMENTS / EXHIBITS
FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
EIGHTH AMENDMENT TO THE INVESTMENT SUB-ADVISORY AGREEMENT
NINETEENTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
NINETEENTH AMENDMENT TO THE CUSTODIAN AGREEMENT
TWENTIETH AMENDMENT TO THE CUSTODIAN AGREEMENT
SEVENTH AMENDMENT TO THE AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
NINETEENTH AMENDMENT TO THE TRANSFER AGENCY AGREEMENT
TWENTIETH AMENDMENT TO THE TRANSFER AGENCY AGREEMENT
NINETEENTH AMENDMENT TO THE FUND ACCOUNTING AGREEMENT
TWENTIETH AMENDMENT TO THE FUND ACCOUNTING AGREEMENT,
OPINION AND CONSENT OF COUNSEL
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AMENDED AND RESTATED RULE 12B-1 DISTRIBUTION PLAN
XBRL SCHEMA FILE
XBRL DEFINITION FILE
XBRL LABEL FILE
XBRL PRESENTATION FILE
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