The Fund’s
investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other investments, including risk related to the market, leverage, imperfect correlations with
underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of
availability, counterparty, liquidity, valuation and legal restrictions. The performance of a derivative
may not track the performance of its reference asset for various reasons, including due to fees and other
costs associated with it.
Because derivatives often require only a limited initial investment, the use of derivatives may expose the Fund to losses in excess of the amount initially invested. As a
result, the value of an investment in the Fund may change quickly and without warning. A swap on an ETF
may not closely track the performance of the Index due to costs associated with trading ETFs, such as an
ETF’s premium or discount and the difference between its market price and its net asset value. If
the Index has a dramatic intraday increase or decrease that causes a material change in the Fund’s net assets, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close the swap agreement with the Fund. In that event, the Fund may not be able to enter into another swap agreement or invest in other derivatives to achieve its investment objective. This may occur even if the Index
reverses all or a portion of its intraday movement by the end of the day.
Upon entering into certain derivatives contracts, such as swap agreements, and to maintain open
positions in such agreements, the Fund may be required to post collateral, the amount of which may vary.
As such, the Fund may maintain cash balances, which may be significant, with service providers such as
the Fund’s custodian or its affiliates in segregated accounts. Maintaining larger cash and cash
equivalent positions may also subject the Fund to additional risks, such as increased credit risk with
respect to the custodian bank holding the assets and the risk that a counterparty may be unable or
unwilling to honor its obligations.
Counterparty Risk — If a counterparty is unwilling or unable
to make timely payments to meet its contractual obligations or fails to return holdings that are subject
to the agreement with the counterparty resulting in the Fund losing money or not being able to meet its
daily inverse investment objective.
In addition, because the Fund may enter into swap agreements with a limited number of counterparties, this increases the Fund’s exposure to counterparty credit
risk. Further, there is a risk that no suitable counterparties will be willing to enter into, or continue
to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its
inverse investment objective or rebalance properly, which may result in significant losses to the Fund,
or the Fund may decide to change its inverse investment objective. The risk that no suitable
counterparties will enter into or continue to provide swap exposure to the Fund may be increased when
there is significant market volatility.
Rebalancing Risk — If for any reason the Fund is unable
to rebalance all or a part of its portfolio, or if all or a portion
of the portfolio is
rebalanced incorrectly, the Fund’s investment exposure may not be consistent with its investment
objective which may lead to greater losses or reduced gains. In these instances, the Fund may have
investment exposure to the Index that is significantly greater or significantly less than its stated
investment objective. Additionally, the Fund may close to purchases and sales of Shares prior to the close
of trading on the NYSE Arca or other national securities listing exchanges where Shares are listed and
incur significant losses.
Cash Transaction Risk— Unlike most ETFs, the Fund currently
intends to effect creations and redemptions principally for cash, rather than principally for in-kind
securities, because of the nature of the financial instruments held by the Fund. As a result, the Fund is
not expected to be tax efficient and will incur brokerage and financing costs related to buying and
selling securities and/or obtaining short derivative exposure to achieve its investment objective thus incurring additional expenses than other funds that primarily effect creations and redemptions in kind. To the extent that such
costs are not offset by transaction fees paid by an authorized participant, the Fund may bear such costs,
which will decrease the Fund’s net asset value.
Intra-Day Investment Risk— The intra-day performance of Fund shares traded in the secondary market will be different from the performance of the Fund when measured from the close of the market on a given trading day until the close of the market on the subsequent trading day. An investor that purchases shares intra-day may experience
performance that is greater than, or less than, the Fund’s stated investment objective.
If there is a significant intra-day market event and/or the securities of the Index experience a
significant change in value, the Fund may not meet its investment objective, be unable to rebalance its
portfolio appropriately, or may experience significant premiums or discounts, or widened bid-ask
spreads.
Daily Inverse Index Correlation Risk— A number of factors may affect the Fund’s ability to achieve a high degree of inverse correlation with the Index and therefore
achieve its daily inverse investment objective. The Fund’s exposure to the Index is impacted by the
Index’s movement. Because of this, it is unlikely that the Fund will be perfectly exposed to the
Index at the end of each day. The possibility of the Fund being materially over- or under-exposed to the Index increases on days when the Index is volatile near the close of the trading day.
Market disruptions, regulatory restrictions, fees, expenses, transaction costs, financing costs related
to the use of derivatives, investments in ETFs, directly or indirectly, the Fund’s valuation
methodology differing from the Index’s valuation methodology, accounting standards and their
application to income items, disruptions, illiquidity or high volatility in the markets for the
securities or derivatives held by the Fund and regulatory and tax considerations, among other factors,
will also adversely affect the Fund’s ability to adjust exposure to meet its daily inverse investment
objective.