BTCI — NEOS Bitcoin High Income ETF

The Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve its investment objective by: (i)investing in exchange-traded spot Bitcoin ETPs (the “Spot Bitcoin ETPs”) primarily through a controlled foreign corporation and in some cases by directly investing in Bitcoin ETPs, (ii) obtaining indirect exposure to Bitcoin through by employing an options strategy that consists of selling (writing) put options and buying call options at the same strike price on one or more Bitcoin-related instruments (defined below), and (iii)utilizing a call options strategy to provide high monthly income, which primarily consists of selling (writing) call options on one or more Bitcoin-related instruments.

Spot Bitcoin ETPs Spot Bitcoin ETPs are funds that track the price of Bitcoin by directly holding actual Bitcoin (called “spot”) as their underlying asset. Bitcoin Spot ETPs seek to provide the performance of the price of Bitcoin before the payment of fees and expenses.The price of the Spot Bitcoin ETP fluctuates with the price of Bitcoin in crypto asset markets. The Fund will hold shares of the Spot Bitcoin ETPs in a wholly owned and controlled foreign subsidiary of the Fund organized under the laws of the Cayman Islands(the NEOS Bitcoin High Income Portfolio CFC (the “Cayman Subsidiary” or “Subsidiary”).

The Fund may also hold shares of the Spot Bitcoin ETPs directly, consistent with the limits of the U.S. federal tax law requirements applicable to registered investment companies. Cayman Subsidiary The Fund expects to gain indirect exposure to the Spot Bitcoin ETPs by investing up to 25% of its total assets (measured at the time of investment) in the Subsidiary, consistent with the limits of the U.S. federal tax law requirements applicable to registered investment companies. The Subsidiary is advised by the Adviser.

Unlike the Fund, the Subsidiary may directly invest without limitation in Spot Bitcoin ETPs; however, the Subsidiary will comply with the same derivatives rule requirements under the Investment Company Act of 1940, as amended (“1940 Act”), when viewed on a consolidated basis with the Fund, with respect to its investments in derivatives and leverage; and also complies with the provisions of Section 15 of the 1940 Act (regarding investment advisory contract approvals).

Options on Bitcoin-Related Instruments There are two parts to the Bitcoin options strategy: (1) utilizing a “synthetic strategy” to gain exposure to Bitcoin, and(2) writing (selling) call options on one or more Bitcoin-related instruments to generate high monthly income for the Fund. A“Bitcoin-related instrument” is defined as Bitcoin, an ETF that principally invests in Bitcoin futures contracts (a“Bitcoin Futures ETF”), Spot Bitcoin ETPs, or an index that uses Bitcoin, Bitcoin Futures ETFs, and/or Spot Bitcoin ETPs as the reference asset.

When the Fund sells (writes) a call option, it creates a contract between the option writer (the Fund) and the option buyer (counter party).The writer of the call option receives an amount (premium) for writing the option. The contract provides the counter party with the right to buy the reference asset for a pre-specified price (strike price) by a pre-specified date (expiration date). However,no obligation is created for the counter party, who is not forced to buy the reference asset (exercising the option) by the expiration date.

If the price of the reference asset is greater than the strike price at the expiration date, the counter party will exercise their option. This obligates the writer to sell the reference asset to the counter party (buyer) at the pre-specified price, which will be at a price below the market price, resulting in a loss for the writer and an equivalent profit for the holder. If the price of the reference asset is lower than or equal to the strike price at the expiration date, the counter party (buyer) will not exercise its option.

It will expire as worthless, which results in a profit for the writer and an equivalent loss for the holder. To implement the Bitcoin options strategy, the Fund invests in traditional exchange-traded options and/or FLexible EXchange®options (“FLEX Options”), and/or over-the-counter options that utilize a Bitcoin-related instrument as the reference asset. The Fund will only invest in options contracts including FLEX Options that are listed, traded and cleared on regulated U.S. exchanges.

Traditional exchange-traded options have standardized terms, such as the type (call or put), the reference asset,the strike price and expiration date. Exchange-listed options contracts are guaranteed for settlement by the Options Clearing Corporation (“OCC”). FLEX Options are a type of exchange-listed options contract with uniquely customizable terms that allow investors to customize key terms like type, strike price and expiration date that are standardized in a typical options contract. FLEX Options are also guaranteed for settlement by the OCC.

It is anticipated that the Fund will invest primarily in FLEX Options. Synthetic Options Strategy The Fund primarily derives its long exposure to Bitcoin by trading options that use a Bitcoin-related instrument as the reference asset; however, the Fund may hold some shares of the Bitcoin Futures ETF or reference asset of a Bitcoin-related instrument directly.Because the Fund’s long exposure to Bitcoin is primarily obtained via options instead of owning the reference asset, the Fund’s exposure is considered to be “synthetic.” The synthetic exposure is created through the combination of purchasing call options and selling put options generally at the same strike price with the same expiration.

This combination synthetically creates the upside and downside participation in the price returns of Bitcoin. The Fund will primarily gain exposure to increases in value experienced by Bitcoin through the purchase of call options. As a buyer of these options, the Fund pays a premium to the seller of the options. The Fund will primarily gain exposure to decreases in value experienced by Bitcoin through the sale of put options. As the seller of these options, the Fund receives a premium from the buyer of the options.

In combination,the purchased call and sold put options generally provide exposure to price returns of Bitcoin both on the upside and downside. Option Income Strategy Ina traditional covered call strategy, an investor (such as the Fund) writes a call option on a security it owns. However, the Fund will primarily derive its exposure to Bitcoin through the use of options contracts that use a Bitcoin-related instrument as the reference asset.

This distinction causes the Fund’s strategy to be commonly referred to as a “synthetic covered call strategy” as opposed to a traditional covered call strategy, because the Fund primarily has synthetic exposure to the Bitcoin.The Fund’s writing (selling) of call options on a Bitcoin-related instrument will limit the Fund’s ability to participate in increases in value of Bitcoin beyond a certain point. If the share price of the a Bitcoin-related instrument increases, the above-referenced synthetic long exposure and Spot Bitcoin ETPs would allow the Fund to experience similar percentage gains.

However,if the a Bitcoin-related instrument share price appreciates in value beyond the strike price of one or more of the call option contracts that the Fund has written to generate income, the Fund will lose money on those written call positions, and the losses will, in turn, limit the upside return of the synthetic long exposure and Spot Bitcoin ETPs. As a result, the Fund’s overall strategy (i.e., the combination of the synthetic long exposure, Spot Bitcoin ETPs and the call options written on a Bitcoin-related instrument ) will limit the Fund’s participation in gains of Bitcoin beyond a certain point.

This strategy effectively converts a portion of the potential upside of the price return growth of Bitcoin into current income. It is expected that the call options written by the Fund will generally have expirations of approximately one month and will be held to or close to expiration. The options that are not held to expiration will be replaced by similar options that have a later expiration. The Adviser utilizes a proprietary, rules-based, systematic model to manage the Fund’s options positions.

The Adviser may actively manage the written and purchased call options prior to expiration to potentially capture gains and minimize losses due to the movement of a Bitcoin-related instrument. The Fund will only hold shares of a Bitcoin Futures ETF in limited circumstances. The Fund will need to buy shares of the reference Bitcoin Futures ETF if the written Bitcoin Futures ETF call options are exercised by the holder and called away. Shares of the Bitcoin Futures ETF would be purchased to deliver the exercised portion of the call options.

When writing options, the Fund is required to post collateral to assure its performance to the option buyer. The Fund will hold U.S.Government securities, such as bills, notes and bonds issued by the U.S. Treasury, as collateral. To the extent that the Fund directly invests in Spot Bitcoin ETPs (i.e., not through the Subsidiary), the Spot Bitcoin ETPs may also be eligible to be used as collateral. The Fund’s options income strategy may also consist of a bear call spread strategy when the Adviser believes Bitcoin’sprice will decrease, remain unchanged, or only increase slightly.

In a bear call option spread, the Fund writes an out of the money call option on a Bitcoin-related instrument while also purchasing a call option on the Bitcoin-related instrument that is further out-of-the-money. A call option is “out-of-the money” if the underlying price of the Bitcoin-related instrument is less than the strike price of the option. The bear call options spread strategy seeks to generate a net-credit. A bear call spread is a two-part options strategy.

It involves selling a call option, and collecting an upfront option premium, while simultaneously purchasing or owning a second call option with the same expiration date but a higher strike price. In times when a long call is owned the Fund seeks to generate a net-credit,meaning that the premium received from the sale of the call options will be greater than the cost of buying the long, out-of-the-moneycall options. The Bitcoin Futures ETFs seek to provide investment results that correspond to the performance of Bitcoin through investments in Bitcoin futures contracts.

Unlike the Bitcoin Spot ETPs, the Bitcoin Futures ETFs do not invest directly in Bitcoin. In addition, the Fund may seek to take advantage of tax loss harvesting opportunities by taking investment losses from the Spot Bitcoin ETPs and/or Bitcoin Futures ETF positions to offset realized taxable gains of the Spot Bitcoin ETPs and/or Bitcoin Futures ETFs. The Fund does not invest in Bitcoin directly. The Fund may engage in active and frequent trading of portfolio securities in implementing its principal investment strategies, resulting in high portfolio turnover. The Fund is considered to be non-diversified.

Under normal circumstances, the Fund will invest at least 80% of its net assets in Spot Bitcoin ETPs and/or options on a Bitcoin-related instrument. For purposes of the fund’s name policy, the value of such derivative instruments shall be valued at their notional value. Description of Bitcoin Bitcoin is a digital asset that operates on a decentralized network using blockchain technology to facilitate secure and anonymous transactions.Bitcoin represents a digital asset that functions as a medium of exchange utilizing crypto graphic protocols to secure transactionalprocesses, control the creation of additional units, and verify the transfer of assets.

Its operation on a decentralized blockchain network ensures both transparency and immutability of records, without the need for a central authority. This innovative technology underpinning Bitcoin allows for peer-to-peer transactions and provides a framework for digital scarcity, making Bitcoin a unique investment commodity within the digital currency landscape. Description of the Bitcoin Blockchain The Bitcoin blockchain constitutes a decentralized, digital ledger technology that chronologically and publicly records all Bitcoin transactions.

This technology is characterized by its use of blocks, which are structurally linked in a chain through cryptographichashes. Each block contains a list of transactions that, once verified and added to the blockchain through a consensus process known as proof of work, become extremely difficult to reverse and tamper with. The integrity, transparency, and security of thetransactional data are maintained autonomously within the Bitcoin network, eliminating the necessity for central oversight and facilitating trust in a peer-to-peer system.

The Relationship between Bitcoin and Bitcoin Blockchain Bitcoin is a digital currency that operates on the Bitcoin blockchain, a decentralized and crypto graphic ledger system. The Bitcoin blockchain underpins the entire Bitcoin network, providing a secure and transparent mechanism for recording Bitcoin transactions. Each Bitcoin transaction is verified by network participants and permanently recorded on the Bitcoin blockchain, ensuring the integrity and trace ability of the digital currency.

Thus, while Bitcoin serves as a medium of exchange or store of value, the Bitcoin blockchain acts as the immutable record-keeping system that facilitates and authenticates the circulation and ownership of Bitcoin. This symbiotic relationship ensures that Bitcoin operates in a trustless and decentralized manner, with the Bitcoin blockchain maintaining the currency’s history and scarcity.

Bitcoin and Bitcoin Blockchain Use Cases Although the Bitcoin blockchain and its native crypto asset, Bitcoin, were specifically designed to be used as a general-purpose alternative payment system, both Bitcoin and the Bitcoin blockchain serve as innovative financial instruments within the digital economy,offering multiple use cases. However, their adoption has been limited. Key applications include: ●Decentralized Transactions: Bitcoin facilitates peer-to-peer financial transactions globally without the need for intermediaries, reducing transaction costs and times.

This feature makes it an attractive option for cross-border transfers and remittances, although Bitcoin is not widely used in this manner at present. ●Store of Value: Due to its limited supply and decentralized nature, Bitcoin is perceived as a digital alternative to traditional stores of value like gold, potentially serving as a hedge against inflation and currency devaluation. ●Smart Contracts: While primarily associated with other blockchain platforms, the Bitcoin blockchain can execute smart contracts—self-executing contractual agreements with the terms directly written into code—thereby enabling automated and conditional transactions.

However, unlike the scripting language of blockchain platforms such as Ethereum, the scripting language of the Bitcoin blockchain is not Turing-complete and therefore is much more limited in the types of smart contracts and potential applications it can support. Please see “Bitcoin Risk” for additional information about the Ethereum network compared to the Bitcoin blockchain. ●Asset Tokenization: The Bitcoin blockchain provides a platform for tokenizing assets, converting rights to an asset into a digital token on the blockchain.

This can include real estate, stocks, or other forms of assets, enhancing liquidity and market efficiency. Currently, these applications are extremely limited and/or speculative. ●Digital Identity Verification: Leveraging the security and immutability of the Bitcoin blockchain, companies can develop digital identity verification systems, enhancing privacy and reducing identity theft.