ETFs has not exceeded its Spread at the time you invest in the Fund, you may derive no benefit from the Fund's investment in that Underlying ETF unless and until such Underlying ETF exceeds its Spread. Likewise, if one or more of the Underlying ETFs has decreased in value below its Buffer at the time that you invest in the Fund, you may derive no protection against losses from the Fund's investment in that Underlying ETF. The Fund, as a shareholder of the Underlying ETFs, indirectly bears its proportionate share of each Underlying ETF's expenses.
Management Risk. The Fund is subject to management risk because it is an actively managed portfolio. The Adviser will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that the Fund will meet its investment objective. Further, because the Manager has limited discretion to change the investments in the Underlying ETFs pursuant to the Fund's laddered approach under normal market conditions, the Fund may underperform comparable funds of funds for which the fund's manager has such discretion to adjust allocation to underlying ETFs.
Underlying ETF Risk. While the Underlying ETFs seek to provide certain investment outcomes, there is no guarantee that they will successfully do so. Because the Underlying ETFs' value is based on the value of the SPY ETF, the Underlying ETFs' investment performance largely depends on the investment performance and associated risks of the SPY ETF, subject to the Spread and Buffer. The Underlying ETFs are subject to many of the same structural risks as the Fund that are described in more detail herein, such as Non-Diversification Risk, Market Risk, Premium/Discount Risk, Management Risk, Large Shareholder Risk, Active Markets Risk, Operational Risk, Authorized Participant Concentration Risk, Trading Issues Risk, and Market Maker Risk. However, the risks of investing in an Underlying ETF also include the risks associated with the underlying investments held by the Underlying ETFs. Any risks impacting the value of an Underlying ETF will also impact the Fund and an investor's investment in the Fund.
Non-Diversification Risk. The Fund is classified as "non-diversified" under the 1940 Act. As a result, the Fund is only limited as to the percentage of its assets which may be invested in the securities of any one issuer by the diversification requirements imposed by the Internal Revenue Code of 1986, as amended (the "Code"). The Fund may invest a relatively high percentage of its assets in a limited number of issuers. As a result, the Fund may be more susceptible to a single adverse economic or regulatory occurrence affecting one or more of these issuers, experience increased volatility and be highly invested in certain issuers.
Tax Risk from Investment in Underlying ETFs. The Fund has based its analysis of its qualification as a regulated investment company ("RIC") as defined by the Code on the belief that the Underlying ETFs are themselves RICs. If an Underlying ETF were to lose its status as a RIC for purposes of the Code, the Fund may fail its requirement to have a diversified portfolio, and, thus, lose its own RIC status. If the Fund did not qualify as a RIC for any taxable year and certain relief provisions were not available, the Fund's taxable income would be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. In such event, in order to requalify for taxation as a RIC, the Fund might be required to recognize unrealized gains, pay substantial taxes and interest and make certain distributions. This would cause investors to incur higher tax liabilities than they otherwise would have incurred and would have a negative impact on Fund returns. In such event, the Fund's Board of Trustees may determine to reorganize or close the Fund or materially change the Fund's investment objective and strategies. In the event that the Fund fails to qualify as a RIC, the Fund will promptly notify shareholders of the implications of that failure.
Market Risk. The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. Assets may decline in value due to factors affecting financial markets generally or particular asset classes or industries represented in the markets. The value of the Underlying ETFs, a FLEX Option held by such Underlying ETFs, or other asset may also decline due to general market conditions, inflation, recessions, changes in interest rates, economic trends or events that are not specifically related to the issuer of the security or other asset, or due to factors that affect a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class. Additionally, certain changes in the U.S. economy, such as a decrease in imports or exports, or changes in trade regulations, may have an adverse effect on the value of the Fund's securities. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates will not have the same impact on all types of securities. In addition, unexpected events and their aftermaths, such as pandemics, epidemics or other public health issues; natural, environmental or man-made disasters; financial, political or social disruptions; military conflict; terrorism and war; and other tragedies or catastrophes, can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen. Any such circumstances could have a materially negative impact on the value of the Shares and could result in increased market volatility. During any such events, the Shares may trade at increased premiums or discounts to their NAV.