option contract the right, but not the obligation, to buy, and the seller of the call option contract (or
the “writer”) the obligation to sell, a particular asset at a specified future date at an agreed upon price (commonly known as the “strike price”). A put option contract gives the purchaser of the put option contract the right, but not the obligation, to sell, and the writer of the put option contract the obligation to buy, a particular asset at a specified future date at the strike price.
Unlike other investment products, the potential positive returns an investor can receive from an investment in the Fund are subject to the Participation Rate. The Participation Rate is the rate at which the Fund will seek to track the positive share price returns of the Underlying ETF. This means that if the
Underlying ETF experiences gains over an Outcome Period, an investor in the Fund will experience only a percentage of the gains
experienced by the Underlying ETF (equal to the Underlying ETF’s gains multiplied by the Participation Rate). For example, if the Participation Rate is 25% and the Underlying ETF’s share price increases
by 10%, the Fund will experience an increase of 2.50%.
The Participation Rate is set at or near the close of the market on the business day prior to the first day of the Outcome Period, based on market conditions. Specifically, the Participation Rate is based on the market costs associated with a series of FLEX Options that are purchased and sold in order to seek to obtain the relevant market exposure and to provide downside protection via the Buffer. Generally, when options prices are relatively low, the Participation Rate is expected to be relatively higher, and when options prices are relatively higher, the Participation Rate is expected to be relatively lower. The market conditions and other factors that influence the market costs of the FLEX Options, and therefore, the Participation Rate, can include market volatility, risk free rates, and time to expiration of the FLEX Options. The Participation Rate for the current Outcome Period is 16.63% and takes into account the Fund’s unitary management fee, but does not account for brokerage commissions, trading fees, taxes and non-routine or extraordinary expenses not included in the Fund’s unitary management fee. The Participation Rate will be less than
100% for each Outcome Period.
The Buffer is 100% and takes into account the Fund’s annualized management fee, but does not account for brokerage commissions, trading fees, taxes and non-routine or extraordinary expenses not included in the Fund’s unitary management fee. In down markets, the Fund will seek to maintain approximately a 0% return (i.e., not experience a decrease in NAV if and to the extent the Underlying ETF’s share price decreases) at the end of each Outcome Period.
The Fund’s return will be reduced by brokerage commissions, trading fees, taxes and non-routine or extraordinary expenses not included in the Fund’s unitary management fee. For the purpose of this prospectus, “non-routine or extraordinary expenses” are non-recurring expenses that may be incurred by the Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceedings, indemnification expenses and expenses in connection with holding or soliciting proxies for a meeting of Fund shareholders. The returns that the Fund seeks to provide also do not include the costs associated with purchasing Shares of the Fund. The Fund will not receive or benefit from any dividend payments made by the Underlying ETF. It is expected that the Participation Rate will change from one Outcome Period to the next. There is no guarantee, and it is unlikely, that the Participation Rate will remain the same after the end of the Outcome Period. The Participation Rate may increase or decrease, and it may change significantly, depending upon the market conditions at that time.
The Fund is classified as “non-diversified” under the Investment Company Act of 1940, as amended (the “1940 Act”), which means it generally may invest a greater proportion of its assets in the securities of one or more issuers and may invest overall in a smaller number of issuers than a diversified fund.
The Underlying ETF is an exchange-traded unit investment trust that seeks to provide investment results that, before expenses, correspond generally to the price and yield performance of the S&P 500® Index (the “Underlying Index”). The Underlying Index is a large-cap, market-weighted, U.S. equities index. The Underlying ETF seeks to achieve its investment objective by holding a portfolio of the common stocks that are included in the Underlying Index, with the weight of each stock in the Underlying ETF’s portfolio substantially corresponding to the weight of such stock in the Underlying Index. Although the Underlying ETF seeks to track the performance of the Underlying Index, the Underlying ETF’s return may not match or achieve a high degree of correlation with the return of the Underlying Index due to fees, expenses and transaction costs incurred by the Underlying ETF, among other factors. In addition, it is possible that the Underlying ETF may not always fully replicate the Underlying Index, including due to the unavailability of certain Underlying Index securities in the secondary market or due to other extraordinary circumstances (e.g., if trading in a security has been halted). As of January 31, 2026, the Underlying Index was comprised of 503 constituent securities, representing 500 companies, with a market capitalization range of between $5.8 billion and $4.6 trillion, and had significant exposure to the information technology sector. Accordingly, through its investments in FLEX Options that reference the Underlying ETF, the Fund had significant
exposure to the information technology sector as of January 31, 2026.