equal to (a) the 35% implied volatility target divided by (b) the one-week implied volatility of the SPY Fund, subject to a maximum
exposure of 500%. The Index uses the implied volatility of the SPY Fund as a proxy for the volatility of the Futures Contracts.
However, there is no guarantee that the methodology used by the Index to determine the implied volatility of the SPY Fund will be
representative of the implied or realized volatility of the Futures Contracts. The performance of the SPY Fund may not correlate
with the performance of the Futures Contracts, particularly during periods of market volatility. In addition, the volatility of the
Futures Contracts on any day may change quickly and unexpectedly and realized volatility may differ significantly from implied
volatility. In general, over time, the realized volatilities of the SPY Fund and the Futures Contracts have tended to be lower than
their respective implied volatilities; however, at any time those realized volatilities may exceed their respective implied volatilities,
particularly during periods of market volatility. Accordingly, the actual annualized realized volatility of the Index may be greater
than or less than the target volatility, which may adversely affect the level of the Index and the value of the notes.
• THE INDEX IS SUBJECT TO RISKS ASSOCIATED WITH THE USE OF SIGNIFICANT LEVERAGE —
On a weekly Index rebalance day, the Index will employ leverage to increase the exposure of the Index to the Futures Contracts if
the implied volatility of the SPY Fund is below 35%, subject to a maximum exposure of 500%. Under normal market conditions in
the past, the SPY Fund has tended to exhibit an implied volatility below 35%. Accordingly, the Index has generally employed
leverage in the past, except during periods of elevated volatility. When leverage is employed, any movements in the prices of the
Futures Contracts will result in greater changes in the level of the Index than if leverage were not used. In particular, the use of
leverage will magnify any negative performance of the Futures Contracts, which, in turn, would negatively affect the performance of
the Index. Because the Index’s leverage is adjusted only on a weekly basis, in situations where a significant increase in volatility is
accompanied by a significant decline in the value of the Futures Contracts, the level of the Index may decline significantly before
the following Index rebalance day when the Index’s exposure to the Futures Contracts would be reduced.
• THE INDEX MAY BE ADVERSELY AFFECTED BY A “VOLATILITY DRAG” EFFECT —
If the Index is not consistently successful in increasing exposure to the Futures Contracts in advance of increases in the value of
the Futures Contracts and reducing exposure to the Futures Contracts in advance of declines in the value of the Futures Contracts,
then the Index is also expected to be subject to a “volatility drag” effect, which will exacerbate the decline that results from having
highly leveraged exposure to the declines in the value of the Futures Contracts. The decay effect would result from the fact that
the Index resets the leveraged exposure to the Futures Contracts on a weekly basis and would manifest any time the value of the
Futures Contracts moves in one direction prior to a reset and another direction following the reset. The decay effect would result
because resetting leverage after an increase but in advance of a decline would cause the Index to have increased exposure to that
decline, and resetting leverage following a decline but in advance of an increase would cause the Index to have decreased
exposure to that increase. The more this fact pattern repeats, the lower the performance of the Index would be relative to the
performance of the Futures Contracts. As a consequence of this effect, if the value of the Futures Contracts falls but later returns
to its original value, the Index may not fully recover from the loss at the same time. Under these circumstances, the Futures
Contracts may need to appreciate, perhaps significantly, above its original value in order for the Index to fully recover from the loss.
• THE INDEX MAY BE SIGNIFICANTLY UNINVESTED —
On a weekly Index rebalance day, the Index’s exposure to the Futures Contracts will be less than 100% when the implied volatility
of the SPY Fund is above 35%. If the Index’s exposure to the Futures Contracts is less than 100%, the Index will not be fully
invested, and any uninvested portion will earn no return. The Index may be significantly uninvested on any given day, and will
realize only a portion of any gains due to appreciation of the Futures Contracts on any such day. The 6.0% per annum deduction
is deducted daily, even when the Index is not fully invested.
• THE INDEX MAY BE ADVERSELY AFFECTED IF LATER FUTURES CONTRACTS HAVE HIGHER PRICES THAN AN
EXPIRING FUTURES CONTRACT INCLUDED IN THE INDEX —
As the Futures Contracts included in the Index come to expiration, they are replaced by Futures Contracts that expire three months
later. This is accomplished by synthetically selling the expiring Futures Contract and synthetically purchasing the Futures Contract
that expires three months from that time. This process is referred to as “rolling.” Excluding other considerations, if the market for
the Futures Contracts is in “contango,” where the prices are higher in the distant delivery months than in the nearer delivery
months, the purchase of the later Futures Contract would take place at a price that is higher than the price of the expiring Futures
Contract, thereby creating a negative “roll yield.” In addition, excluding other considerations, if the market for the Futures Contracts
is in “backwardation,” where the prices are lower in the distant delivery months than in the nearer delivery months, the purchase of
the later Futures Contract would take place at a price that is lower than the price of the expiring Futures Contract, thereby creating
a positive “roll yield.” The presence of contango in the market for the Futures Contracts could adversely affect the level of the
Index and, accordingly, any payment on the notes.