Principal Investment Strategies
The Fund, under normal circumstances, creates short positions by investing at least 80% of its assets in: futures contracts; options on
securities, indices and futures contracts; equity caps, floors and collars; swap agreements; forward contracts; short positions; reverse repurchase agreements; exchange-traded funds (ETFs); and other financial instruments that, in
combination, provide leveraged and unleveraged exposure to the MSCI EAFE
®
Index (Index). On a day-to-day
basis, the Fund invests the remainder of its assets in money market funds or short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase
agreements. The Fund does not invest in equity securities.
The Index is a free float-adjusted market capitalization index that is
designed to measure developed market equity performance, excluding the U.S. and Canada. As of December 31, 2013, the Index consisted of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France,
Germany, Hong Kong Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, United Kingdom. The Fund will concentrate its investment (
i.e.
, hold 25% or more of its total assets in
the stocks of a particular industry or group of industries) in a particular industry or group of industries to approximately the same extent as the Index is so concentrated.
The Fund may gain inverse leveraged exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure by
investing in a combination of financial instruments that, in combination, provide inverse leveraged exposure to the underlying securities of the Index. The Fund invests in derivatives, which are financial instruments that derive value from the
underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting securities in order to gain leveraged exposure to the Index or
its components. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets each trading day, Rafferty positions the Funds portfolio so that its exposure to the Index is consistent with the
Funds investment objective. The impact of the Indexs movements during the day will affect whether the Funds portfolio needs to be re-positioned. For example, if the Index has fallen on a given day, net assets of the Fund should
rise, meaning that the Funds exposure will need to be increased. Conversely, if the Index has risen on a given day, net assets of the Fund should fall, meaning the Funds exposure will need to be reduced. This re-positioning strategy
typically results in high portfolio turnover.
Because of daily rebalancing and the compounding of each days return over time, the
return of the Fund for periods longer than a single day will be the result of each days returns compounded over the period, which will very likely differ from 300% of the return of the Index over the same period. The Fund will lose money
if the Index performance is flat over time, and as a result of daily rebalancing, the Indexs volatility and the effects of compounding, it is even possible that the Fund will lose money over time while the Indexs performance decreases.
Additionally, because a significant portion of the assets of the Fund may come from investors using asset allocation and
market timing investment strategies, the Fund may further need to engage in frequent trading.
Principal Investment Risks
An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. The Adviser
cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds and ETFs. It is important that investors closely review all of the risks listed below and
understand how these risks interrelate before making an investment in the Fund. Turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets could negatively affect issuers worldwide, including the Fund. There is
the risk that you could lose all or a portion of your money invested in the Fund.
Adverse Market Conditions Risk
Because
the Fund magnifies the inverse performance of the Index, its performance will suffer during conditions in which the Index rises.
Advisers Investment Strategy Risk
The Adviser utilizes a quantitative methodology to select investments for the Fund. Although
this methodology is designed to correlate the Funds performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.
Aggressive Investment Techniques Risk
The Fund uses investment techniques that may be considered aggressive and may entail
significantly higher than normal risk. Risks associated with the use of futures contracts, credit default swaps and other swap agreements include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlations
between the price of the contract and the underlying security or index. These instruments may increase the volatility of the Fund and may involve a small investment of cash relative to the magnitude of the risk assumed.
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 such, investments in Shares may be less tax efficient than investments in conventional ETFs.
Counterparty Risk
The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure
to a particular group of securities or an asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements. The use of swap agreements and other counterparty
instruments involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the
default or bankruptcy of a swap agreement counterparty. Swap agreements and other counterparty instruments also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties,
which may increase the Funds exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. 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 investment objective.
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Currency Exchange Rate Risk
Changes in foreign currency exchange rates will affect the
value of what the Fund owns and the Funds share price. Generally, when the U.S. Dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. Dollars. Devaluation of
a currency by a countrys government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets.
Daily Inverse Index Correlation/Tracking Risk
Shareholders should lose money when the Index rises, which is a result that is the
opposite from traditional index tracking funds. There is no guarantee that the Fund will achieve a high degree of correlation to the Index and therefore achieve its daily leveraged investment objective. To achieve a high degree of correlation with
the Index, the Fund seeks to rebalance its portfolio daily to keep leverage consistent with its daily leveraged investment objective. The Fund may have difficulty achieving its daily leveraged investment objective due to fees, expenses, transactions
costs, financing costs related to the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or derivatives held by the Fund. Market disruptions, regulatory
restrictions or extreme volatility will also adversely affect the Funds ability to adjust exposure to the required levels. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment
exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into
and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. In addition, the target amount of portfolio exposure to the Index is impacted dynamically by the Indexs 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 its Index increases on days when the Index is volatile near the close of the trading day. Activities
surrounding periodic index reconstitutions and other index rebalancing or reconstitution events may hinder the Funds ability to meet its daily leveraged investment objective on that day.
Derivatives Risk
The Fund uses investment techniques, including investment in derivatives, such as swaps, futures and forward
contracts, and options, that may be considered aggressive. Investments in these derivatives may generally be subject to market risks that cause their prices to fluctuate more than an investment directly in a security and may increase the volatility
of the Fund. The use of derivatives may expose the Fund to additional risks such as counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the
underlying reference assets and the derivative, which may prevent the Fund from achieving its investment objective. The Fund may use a combination of swaps on the Index and swaps on an ETF whose investment objective is to track the performance of
the Index. The performance of this underlying ETF may not track the performance of the Index due to fees and other costs borne by the ETF and other factors. Thus, to the extent that the Fund invests in swaps that use an ETF as a reference or
underlying asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund used swaps that utilized the Index securities as a reference or as underlying assets.
Additionally, with respect to the use of swap agreements, if the Index has a dramatic intraday move in value that causes a material decline in the Funds net asset value (NAV), the terms of the swap agreement between the Fund and
its counterparty may allow the counterparty to immediately close out of the transaction with the Fund. In such circumstances, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve the desired exposure
consistent with the Funds daily leveraged investment objective. This may prevent the Fund from achieving its daily leveraged investment objective particularly if the Index reverses all or a portion of its intraday move by the end of the day.
Any financing, borrowing or other costs associated with using derivatives may also have the effect of lowering the Funds return. In addition, the Funds investments in derivatives, as of the date of this Prospectus, are subject to the
following risks:
Futures Contracts
.
There may be an imperfect correlation between the changes in market
value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts.
Forward Contracts.
Forward contracts are two-party contracts pursuant to which one party agrees to pay the counterparty a fixed price for an agreed upon amount of commodities, securities, or the cash value
of the commodities, securities or the securities index, at an agreed upon date. A forward currency contract is an obligation to buy or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract.
Options
.
There may be an imperfect
correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover, which may cause a given hedge not to achieve its objective.
Swap Agreements.
Swap agreements are entered into primarily with major global financial institutions for a specified period
which may range from one day to more than one year. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference or underlying securities or
instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a basket of securities representing a particular
index. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relates to credit risk of the counterparty and liquidity risk of the swaps themselves.
Early Close/Trading Halt Risk
An exchange or market may close or issue trading halts on specific securities, or the ability to buy or
sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may
be unable to accurately price its investments and/or may incur substantial trading losses.
Effects of Compounding and Market
Volatility Risk
The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a single day. The Fund rebalances its portfolio on a daily basis,
increasing exposure in response to that days gains or reducing exposure in response to that days losses. This means that for a period longer than one day, the pursuit of daily goals may result in daily leveraged compounding. It also
means that the return of an index over a period of time greater than one day multiplied by the Funds daily target
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(300%) generally will not equal the Funds performance over that same period. If adverse daily performance of a Funds underlying index reduces the amount of a shareholders
investment, any further adverse daily performance will lead to a smaller dollar loss because the shareholders investment had already been reduced by the prior adverse performance. Equally, however, if favorable daily performance of a
Funds underlying index increases the amount of a shareholders investment, the dollar amount lost due to future adverse performance will increase correspondingly.
As a result, over time, the cumulative percentage increase or decrease in the value of the Funds portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the
return of the Funds underlying index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Funds use of leverage will cause the Fund to underperform the return of three times its
underlying index in a trendless or flat market.
The effect of compounding becomes more pronounced on the Funds performance as the
Index experiences volatility. The Indexs volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. The table below provides examples of how Index volatility could affect the Funds performance.
The chart shows estimated Fund returns for a number of combinations of performance and volatility over a one-year period and is shown to illustrate how holding the Fund for a period longer than one day may negatively impact investment return.
Performance shown in the chart assumes that: (i) no dividends were paid with respect to the securities included in the Index; (ii) there were no Fund expenses; and (iii) borrowing/lending rates (to obtain inverse leveraged exposure)
of 0%. If Fund expenses and/or actual borrowing/lending rates were reflected, the estimated returns would be different than those shown. As shown below, this Fund, or any other Bear Fund, would be expected to lose 31.3% (as shown in Table 1 below)
if its Index provided no return over a one year period during which the Index experienced annualized volatility of 25%. If the Indexs annualized volatility were to rise to 75%, the hypothetical loss for a one year period for the Fund widens to
approximately 96.6%.
At higher ranges of volatility, there is a chance of a near complete loss of value even if the Index is flat. For
instance, if the Indexs annualized volatility is 100%, the Fund would be expected to lose approximately 100% of its value, even if the cumulative Index return for the year was only 0%.
Table 1
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One
Year
Index
Return
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300%
One Year
Index
Return
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Volatility Rate
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10%
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25%
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50%
|
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75%
|
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100%
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60%
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180%
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1371.5%
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973.9%
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248.6%
|
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|
46.5%
|
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96.1%
|
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50%
|
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150%
|
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653.4%
|
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449.8%
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78.5%
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72.6%
|
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98.0%
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40%
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120%
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336.0%
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218.2%
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3.3%
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84.2%
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98.9%
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30%
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90%
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174.6%
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100.4%
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34.9%
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90.0%
|
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99.3%
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20%
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60%
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83.9%
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34.2%
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56.4%
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93.3%
|
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99.5%
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10%
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30%
|
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29.2%
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5.7%
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69.4%
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95.3%
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99.7%
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0%
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0%
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5.8%
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|
31.3%
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77.7%
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96.6%
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99.8%
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10%
|
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|
30%
|
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|
29.2%
|
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|
48.4%
|
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|
83.2%
|
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|
97.4%
|
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|
99.8%
|
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20%
|
|
|
|
60%
|
|
|
|
45.5%
|
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|
60.2%
|
|
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|
87.1%
|
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|
98.0%
|
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|
99.9%
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30%
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90%
|
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57.1%
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68.7%
|
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89.8%
|
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98.4%
|
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99.9%
|
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40%
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120%
|
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|
65.7%
|
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|
75.0%
|
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|
91.9%
|
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|
98.8%
|
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|
99.9%
|
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50%
|
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|
150%
|
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|
72.1%
|
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|
79.6%
|
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|
93.4%
|
|
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|
99.0%
|
|
|
|
99.9%
|
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|
60%
|
|
|
|
180%
|
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|
77.0%
|
|
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|
83.2%
|
|
|
|
94.6%
|
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99.2%
|
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99.9%
|
|
The Indexs annualized historical volatility rate for the five-year period ended December 31, 2013 is 19.37%. The
Indexs highest volatility rate for any one calendar year during the five-year period is 24.68% and volatility for a shorter period of time may have been substantially higher. The Indexs annualized performance for the five-year period
ended December 31, 2013 is 12.44%. Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange traded funds or instruments that reflect the
value of the underlying Index such as swaps, may differ from the volatility of the Index.
For additional information and examples
demonstrating the effects of volatility and index performance on the long-term performance of the Fund, see Additional Information Regarding Investment Techniques and Policies in the Funds statutory prospectus, and Special
Note Regarding the Correlation Risks of the Funds in the Funds Statement of Additional Information.
Holding an unmanaged
position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended
to underscore the fact that the Fund is designed as a short-term trading vehicle for investors who intend to actively monitor and manage their portfolios.
Foreign Securities Risk
Indirectly investing in foreign instruments may involve greater risks than investing in domestic instruments. As a result, the Funds returns and NAVs may be affected to a
large degree by fluctuations in currency exchange rates, interest rates, political, diplomatic or economic conditions and regulatory requirements in other countries. The laws and accounting, auditing, and financial reporting standards in foreign
countries typically are not as strict as they are in the U.S., and there may be less public information available about foreign companies.
Gain Limitation Risk
If the Funds underlying index moves more than 33% on a given trading day in a direction adverse to the
Fund, you would lose all of your money. Rafferty will attempt to position the Funds portfolio to ensure that the Fund does not lose more than 90% of its NAV on a given day. The cost of such downside protection will be limitations on the
Funds gains. As a consequence, the Funds portfolio may not be responsive to Index losses beyond 30% in a given day. For example, if the Index were to lose 35%, the Fund might be limited to a daily gain of 90% rather than 105%, which is
300% of the Index loss of 35%.
High Portfolio Turnover Risk
Daily rebalancing of the Funds holdings pursuant
to its daily investment objective causes a much greater number of portfolio transactions when compared to most ETFs. Such frequent and active trading leads to significantly higher transaction costs because of increased broker commissions resulting
from such transactions. In addition, there is the possibility of significantly increased short-term capital gains (which will be taxable to shareholders as ordinary income when distributed to them) and/or long-term capital gains. The Fund calculates
portfolio turnover without including the short-term cash instruments or derivative transactions that comprise the majority of the Funds trading. As such, if the Funds extensive use of derivative instruments were reflected, the calculated
portfolio turnover rate would be significantly higher.
Intra-Day Investment Risk
The Fund seeks leveraged investment
results from the close of the market on a given trading day until the close of the market on the subsequent trading day. The exact exposure of an investment in the Fund
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intraday in the secondary market is a function of the difference between the value of the Index at the market close on the first trading day and the value of the Index at the time of purchase.
The Funds gains occur as its market exposure declines and its losses are accompanied by increases in market exposure. If the Index declines, the Funds net assets will rise by an amount equal to the decline in the Funds exposure.
Conversely, if the Index rises the Funds net assets will decline by the same amount as the increase in the Funds exposure. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close, it would seek
$300 of exposure to the next trading days Index performance. If the Index declined by 1% by noon the following trading day, the exposure of the Fund will fall by 1% to $297 and the net assets will rise by $3 to $103. With net
assets of $103 and exposure of $297, a purchaser at that point would be receiving 288% exposure of her investment instead of 300%
Leverage Risk
To achieve its daily investment objective, the Fund obtains investment exposure in excess of its assets by utilizing leverage and may lose more money in market conditions that are
adverse to its daily objective than a similar fund that does not utilize leverage. If you invest in the Fund, you are exposed to the risk that an increase in the daily performance of the Index will be leveraged. This means that your investment in
the Fund will be reduced by an amount equal to 3% for every 1% daily increase, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an
amount greater than its net assets in the event of an Index increase of more than 33%. Further, purchasing shares during a day may result in greater than 300% exposure to the performance of the Index if the Index rises between the close of the
markets on one trading day and before the close of the markets on the next trading day.
To fully understand the risks of using leverage
in the Fund, see Effects of Compounding and Market Volatility Risk above.
Liquidity Risk
Some securities held
by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or
at a price that is lower than Raffertys judgment of the securitys true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high
correlation with the Index.
Market Risk
The Fund is subject to market risks that can affect the value of its shares. These
risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.
Market Timing Risk
Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Funds as part of asset allocation and
market timing investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased short-term capital gains (which will be
taxable to shareholders as ordinary income when distributed to them) and/or long-term capital gains.
Non-Diversification Risk
The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified funds NAV and total return may fluctuate more or fall greater in times of weaker markets than a
conventional diversified fund.
Other Investment Companies (including Exchange Traded Funds) Risk
Investments in the
securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. Fund shareholders indirectly bear the Funds proportionate share of the fees and expenses indirectly paid by
shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders bear in connection with the Funds own operations. The Funds performance may be magnified positively or negatively by virtue of
its investment in other investment companies. If the investment company or ETF fails to achieve its investment objective, the value of the Funds investment will decline, adversely affecting the Funds performance. In addition, closed end
investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to the Fund. Finally, because the value of ETF shares depends on the
demand in the market, the Adviser may not be able to liquidate the Funds holdings in those shares at the most optimal time, adversely affecting the Funds performance.
Regulatory Risk
The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund
operates, increase the particular costs of the Funds operations and/or change the competitive landscape.
Shorting Risk
In order to achieve its daily investment objective, the Fund may engage in short sales which are designed to provide the Fund gains when the price of a particular security, basket of securities or indices declines. The Fund may also seek
inverse or short exposure through the use of derivatives such as swap agreements or futures contracts, which may expose the Fund to certain risks such an increase in volatility or decrease in the liquidity of the securities of the
underlying short position. If the Fund were to experience this volatility or decreased liquidity, the Funds return may be lower, the Funds ability to obtain inverse exposure through the use of derivatives may be limited or the Fund may
be required to obtain inverse exposure through alternative investments strategies that may be less desirable or more costly to implement. If the securities underlying the short positions are thinly traded or have a limited market due to various
factors, including regulatory action, the Fund may be unable to meet its investment objective due to lack of available securities or counterparties. During such periods, the Funds ability to issue additional Creation Units may be adversely
affected. Obtaining inverse exposure through the use of derivatives or other financial instruments may be considered an aggressive investment technique.
Tax and Distribution Risk
The Fund has extremely high portfolio turnover which causes the Fund to generate significant amounts of taxable income. This income is typically short-term capital gain,
which is generally treated as ordinary income when distributed to shareholders, or short-term capital loss. The Fund rarely generates long-term capital gain or loss. The Fund will generally need to distribute net short-term capital gain to satisfy
certain tax requirements. As a result of the Funds high portfolio turnover, the Fund could make larger and/or more frequent distributions than traditional unleveraged ETFs. Because the Funds asset level changes frequently, these
distributions could comprise a substantial portion or even all of the Funds net assets if the Fund distributes this income after a decline in its net assets. In addition, the Fund may be held by short-term investors and these investors may
exit the Fund prior to the record date of a distribution. As a result, shareholders in the Fund on the day of a distribution may receive substantial
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Direxion Daily Developed Markets Bear 3X Shares
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distributions, which could lead to negative tax implications for such shareholders. Potential investors are urged to consult their own tax advisers for more detailed information.
Rules governing the federal income tax aspects of certain derivatives, including total return equity swaps, real estate-related swaps, credit
default swaps and other credit derivatives are not entirely clear. Because the Funds status as a regulated investment company might be affected if the Internal Revenue Service did not accept the Funds treatment of certain transactions
involving derivatives, the Funds ability to engage in these transactions may be limited.
Valuation Time Risk
The
Fund values its portfolio as of the close of regular trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time). In some cases, foreign markets may close before the NYSE opens or may not be open for business on the
same calendar days as the Fund. As a result, the daily performance of a fund that tracks a foreign market index or an index that includes foreign securities can vary from the performance of that index.
Special Risks of Exchange-Traded Funds
Not Individually Redeemable.
Shares are not individually redeemable and may be redeemed by the Fund at NAV only in large blocks known
as Creation Units. You may incur brokerage costs purchasing enough Shares to constitute a Creation Unit.
Trading Issues.
Trading in Shares on an exchange may be halted due to market conditions or for reasons that, in the view of that exchange, make trading in Shares inadvisable, such as extraordinary market volatility or other reasons. There can be no assurance that
Shares will continue to meet the listing requirements of the exchange on which it trades, and the listing requirements may be amended from time to time.
Market Price Variance Risk.
Individual Shares of the Fund that are listed for trading on an exchange can be bought and sold in the secondary market at market prices. The market prices of Shares will
fluctuate in response to changes in NAV and supply and demand for Shares. The Adviser cannot predict whether Shares will trade above, below or at their NAV. Differences between secondary market prices and NAV for Shares may be due largely to supply
and demand forces in the secondary market, which forces may not be the same as those influencing prices for securities or instruments held by the Fund at a particular time. Given the fact that Shares can be created and redeemed in Creation Units,
the Adviser believes that large discounts or premiums to the NAV of Shares should not be sustained. There may, however, be times when the market price and the NAV vary significantly and you may pay more than NAV when buying Shares on the secondary
market, and you may receive less than NAV when you sell those Shares. The market price of Shares, like the price of any exchange-traded security, includes a bid-ask spread charged by the exchange specialists, market makers or other
participants that trade the particular security. In times of severe market disruption, the bid-ask spread often increases significantly. This means that Shares may trade at a discount to NAV and the discount is likely to be greatest when the price
of Shares is falling fastest, which may be the time that you most want to sell your Shares. The Funds investment results are measured based upon the daily NAV of the Fund over a period of time. Investors purchasing and selling Shares in the
secondary market may not experience investment results consistent with those experienced by those creating and redeeming directly with the Fund. There is no guarantee that an active secondary market will develop for Shares of the Fund.