decline, or perform differently from the
market as a whole, due to changes in the financial condition or credit rating of the issuer or
counterparty.
Large Shareholder and
Large-Scale Redemption Risk. Certain shareholders of the Fund, including an Authorized Participant, a
third-party investor, the Fund’s adviser, an affiliate of the Fund’s adviser, a market maker,
or another entity, may from time to time own or manage a substantial amount of Fund shares, or may hold
their investment in the Fund for a limited period of time. There can be no assurance that any large
shareholder or large group of shareholders would not redeem their investment. Redemptions of a large number
of Fund shares could require the Fund to dispose of assets to meet the redemption requests, which can accelerate the realization of taxable income and/or capital gains and cause
the Fund to make taxable distributions to its shareholders earlier than the Fund otherwise would have. In
addition, under certain circumstances, non-redeeming shareholders may be treated as receiving a
disproportionately large taxable distribution during or with respect to such year. In some circumstances, the Fund may hold a relatively large proportion of its assets in cash in anticipation of large redemptions, diluting its investment
returns. These large redemptions may also force the Fund to sell portfolio securities or other assets when
it might not otherwise do so, which may negatively impact the Fund’s NAV, increase the Fund’s
brokerage costs and/or have a material effect on the market price of Fund shares.
Management Risk. The Fund generally does not attempt to take defensive positions under any market conditions, including declining markets. As the Fund will not fully replicate the
Underlying Index and may hold securities or other assets not included in the Underlying Index, it is
subject to the risk that the investment strategy of BFA may not produce the intended results. There is no
guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective.
Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares (including through a trading halt), losses from trading in secondary markets, periods of high volatility, and
disruptions in the process of creating and redeeming Fund shares. Any of these factors, among others, may
lead to the Fund’s shares trading in the secondary market at a premium or discount to NAV or to the
intraday value of the Fund’s portfolio holdings. If you buy Fund shares at a time when the market
price is at a premium to NAV or sell Fund shares at a time when the market price is at a discount to NAV,
you may pay significantly more or receive significantly less than the underlying value of the Fund shares.
Operational and Technology Risks. The Fund is directly and
indirectly susceptible to operational and technology risks, including those related to human errors,
processing errors, communication errors, systems failures, cybersecurity incidents, and the use of
artificial intelligence and machine learning (“AI”), which may result in losses for the Fund
and its shareholders or may impair the Fund’s operations. While the Fund’s service providers
are required to have appropriate operational, information security and cybersecurity risk management policies
and procedures, their methods of risk management may differ from those of the Fund. Operational and
technology risks for the
issuers in which the Fund invests could also result in material
adverse consequences for such issuers and may cause the Fund’s investments in such issuers to lose
value.
Tax Risk. The tax rules and limitations that apply to the Fund will cause some or all of its income and gain to be taxable as ordinary income or at ordinary income rates, may accelerate
its recognition of income and gain, and may defer its use of losses, all of which are expected to have
negative tax consequences for the Fund and Fund investors. The Fund expects that its ownership of shares of
the Underlying Fund and sale of call options on the Option Index generally will constitute “straddles” (offsetting positions with respect to personal property) under section 1092 of the Internal Revenue Code (“IRC”). The straddle rules generally do not apply if all the straddle’s offsetting positions consist of “qualified covered call
options” (as defined under the IRC) and the stock to be purchased under the options, and the straddle is not part of a larger straddle. Unlike certain other funds that utilize covered call strategies, the Fund does not anticipate
that this exception will be available because, as a general matter, the call options it writes are not
expected to be treated as “qualified covered call options.” The straddle rules
usually will terminate the Fund’s holding periods for its shares of the Underlying Fund that become
part of a straddle before the long-term capital gain holding period (more than one year) has been reached, which is expected to eliminate the Fund’s ability to recognize long-term capital gains from a sale or other disposition of
such shares. The straddle rules also usually will defer recognition of realized losses and require the
capitalization of certain interest expenses and carrying charges. Similarly, “wash sale” rules may apply to defer the recognition of loss by the Fund from the disposition of stock or securities at a loss in a case in which identical
or substantially identical stock or securities (or an option to acquire such property) is or has been
acquired within a prescribed period. As a result of the foregoing, an investor may be subject to significantly greater amounts of tax as a result of the investment than would apply to an investment in a fund engaged in a different
investment strategy.
Technology Companies Risk. Technology companies and companies that rely heavily on technological advances may have limited product lines, markets, financial resources, supply chains and personnel. These companies typically face intense
competition, potentially rapid product obsolescence and changes in product cycles and customer preferences.
They may face unexpected risks and costs associated with technological developments, such as artificial
intelligence and machine learning. Technology companies also depend heavily on intellectual property rights
and may be adversely affected by the loss or impairment of those rights. Technology companies may face
increased government scrutiny and may be subject to adverse government or legal action.
Tracking Error Risk. The Fund may be subject to
“tracking error,” which is the divergence of the Fund’s performance from that of the Underlying Index. Tracking error may occur due to a number of factors, including differences between the securities
and other assets held in the Fund’s portfolio and those included in the Underlying Index; differences
in the timing and methodologies used to value securities and other assets; transaction costs and other
expenses incurred by the Fund that the Underlying Index does not incur; the Fund’s holding of uninvested cash; differences