Important information about Thompson Capital Management, the indexes referenced throughout this website, and the principal risks associated with TCM strategies.

Disclosures

Thompson Capital Management, LLC (“TCM”) is an independently-owned Illinois limited liability company. Securities and other investments held in investment advisory accounts at TCM are not guaranteed, and are subject to investment risk, including possible loss of principal invested.

The information within this web site is for informational purposes only. It is intended to be accurate, but is of a general nature and should not be regarded as being applicable to any specific facts and/or circumstances, as numerous exceptions may apply. The information provided herein should not be considered a solicitation by TCM to transact business in any jurisdiction in which it is not excluded or exempted from registration as an investment adviser or in which TCM has not complied with any registration or filing requirements.

The information that is provided on this website has been compiled to the best of the firm’s capability and neither the author nor the publisher is rendering legal, accounting, or other professional advice on this web site. You should not act upon any information provided here without seeking professional advice.

Website Disclosure

Index & Fund Definitions

Indexes

S&P 500 Index

The S&P 500 Index is a widely recognized, market-capitalization-weighted index that measures the performance of 500 large-cap U.S. companies across a broad range of industries. It is commonly used as a benchmark for the overall U.S. equity market.

Cboe Volatility Index (VIX)

The Cboe Volatility Index (VIX) is a widely recognized measure of the market’s expectation of 30-day forward-looking volatility derived from S&P 500 Index option prices. The VIX is commonly referred to as a measure of expected U.S. equity market volatility and may rise or fall as investor expectations and market conditions change.

Nasdaq-100 Index

The Nasdaq-100 Index is a market-capitalization-weighted index composed of 100 of the largest non-financial companies listed on the Nasdaq Stock Market. The index has significant exposure to technology and growth-oriented companies and may be more concentrated by sector than broader equity market indexes.

MSCI EAFE Index

The MSCI EAFE Index is a widely recognized equity index that measures the performance of large- and mid-cap companies in developed markets outside of the U.S. and Canada, including markets in Europe, Australasia, and the Far East.

MSCI Emerging Markets Index

The MSCI Emerging Markets Index is a widely recognized equity index that measures the performance of large- and mid-cap companies across emerging market countries. The index is commonly used as a benchmark for emerging market equity performance.

60% S&P 500 / 40% Bloomberg U.S. Aggregate Bond

The 60/40 blended benchmark represents a hypothetical allocation of 60% to the S&P 500 Index and 40% to the Bloomberg U.S. Aggregate Bond Index. It is intended to represent a traditional balanced portfolio combining broad U.S. equity exposure with investment-grade U.S. fixed income exposure.

Bloomberg U.S. Corporate High Yield Bond Index

The Bloomberg U.S. Corporate High Yield Bond Index measures the U.S. dollar-denominated, fixed-rate high yield corporate bond market. Securities are generally classified as high yield when their applicable credit rating is Ba1/BB+/BB+ or below, and issuers classified by Bloomberg as emerging markets are excluded.

Funds

JHEQX — JPMorgan Hedged Equity Fund

The JPMorgan Hedged Equity Fund Class I (JHEQX) seeks capital appreciation through a diversified portfolio of U.S. large-cap stocks while hedging overall market exposure. The fund employs a disciplined options strategy designed to reduce downside risk in falling markets. Hedging may reduce losses in some environments but may also limit participation in rising equity markets.

SDRIX — Swan Defined Risk Fund

The Swan Defined Risk Fund Class I (SDRIX) seeks capital appreciation through exposure to the U.S. large-cap equity market while hedging overall market risk. The fund maintains equity exposure and uses long-term put options together with shorter-term options strategies as part of its hedging approach. Hedging may mitigate losses during market declines but does not eliminate the risk of loss.

GATEX — Gateway Fund

The Gateway Fund Class A (GATEX) seeks to capture the majority of the returns associated with equity market investments while exposing investors to less risk than other equity investments. The fund combines a diversified stock portfolio with an actively managed portfolio of S&P 500 Index call and put options designed to reduce volatility and downside risk. Options strategies may also limit participation in rising equity markets.

QAI — NYLI Hedge Multi-Strategy Tracker ETF

The NYLI Hedge Multi-Strategy Tracker ETF (QAI) seeks to track, before fees and expenses, the NYLI Hedge Multi-Strategy Index. The index uses a rules-based approach designed to replicate certain common return characteristics of a broad range of hedge fund strategies through exchange-traded products and other financial instruments.

ARKK — ARK Innovation ETF

The ARK Innovation ETF (ARKK) is an actively managed exchange-traded fund that seeks long-term growth of capital by investing primarily in domestic and foreign companies that ARK believes are relevant to disruptive innovation. Its investments may span areas such as artificial intelligence, robotics, energy storage, public blockchains, and multiomic sequencing.

QQQH — NEOS Nasdaq-100 Hedged Equity Income ETF

The NEOS Nasdaq-100 Hedged Equity Income ETF (QQQH) is an actively managed ETF that seeks high monthly income in a tax-efficient manner with a measure of downside protection. The fund combines exposure to the Nasdaq-100 Index with a systematic options strategy that includes a fully financed market hedge. The hedge may reduce downside risk but may also limit participation in rising equity markets.

EEMV — iShares MSCI Emerging Markets Min Vol Factor ETF

The iShares MSCI Emerging Markets Min Vol Factor ETF (EEMV) seeks to track an index of emerging market equities with lower volatility characteristics. Its minimum-volatility approach may result in holdings, sector exposures, and performance that differ from those of the broader emerging markets equity market.

NEWFX — American Funds New World Fund

American Funds New World Fund (NEWFX) is an actively managed mutual fund that seeks long-term capital appreciation through broad exposure to developing-market opportunities. The fund may invest in emerging market companies, multinational companies with meaningful emerging market exposure, debt securities, and cash equivalents.

CLPFX — Catalyst Nasdaq-100 Hedged Equity Fund

The Catalyst Nasdaq-100 Hedged Equity Fund Class I (CLPFX) seeks long-term capital appreciation and invests primarily in securities tied to the Nasdaq-100 Index. The fund also uses VIX futures and other volatility-related instruments as a hedging overlay. Hedging may reduce losses in some environments but may also limit participation in rising equity markets.

CEMVX — Causeway Emerging Markets Fund

The Causeway Emerging Markets Fund Investor Class (CEMVX) seeks long-term growth of capital and normally invests primarily in equities and other investments tied economically to emerging markets. Causeway uses a quantitative investment process that considers company-specific and macroeconomic factors. Emerging market investments may involve additional currency, political, liquidity, and market risks.

Index Disclosure

Indexes are unmanaged and do not reflect the deduction of advisory fees, trading costs, transaction expenses, taxes, or other investment-related expenses. Investors cannot invest directly in an index. Index performance is shown for illustrative and comparative purposes only and does not represent the performance of any specific investment product, strategy, or client account.

References to the S&P 500 Index, Nasdaq-100 Index, MSCI EAFE Index, or MSCI Emerging Markets Index are not intended to imply that any investment strategy will achieve performance, volatility, risk characteristics, or holdings similar to any such index. Differences in investment objectives, portfolio construction, fees, expenses, liquidity, concentration, geographic exposure, currency exposure, sector exposure, and market capitalization may cause actual results to differ materially from the indexes shown.

Past performance is not indicative of future results. Investment strategies involve risk, including the possible loss of principal.

The principal risks of investing in TCM Strategies are summarized below and are presented in alphabetical order to facilitate finding and comparing particular risks with other strategies. Regardless of the order in which it appears, each risk summarized below is considered a “principal risk” of investing in TCM Strategies, any of which may adversely affect a Strategy’s yield, total return and/or ability to meet its objectives.

As with any investment, there is a risk that you could lose all or a portion of your investment in the Strategies.

Active Management Risk

TCM Strategies are actively managed and may not meet their investment objective if the statistical analyses fail to identify the direction or strength of market movements or based on the Adviser’s success or failure to implement investment strategies for portfolios. TCM Strategies may invest in complex instruments (each described below), including options and leveraged, inverse or inverse-leveraged ETFs. Such instruments may create enhanced risks for TCM Strategies, and the Adviser’s ability to control TCM Strategies’ level of risk will depend on the Adviser’s skill in managing such instruments.

Cash and Cash Equivalents Risk

Holding cash or cash equivalents rather than securities or other instruments in which TCM Strategies primarily invest, even strategically, may cause TCM Strategies to risk losing opportunities to participate in market appreciation, and may cause TCM Strategies to experience potentially lower returns than TCM Strategies’ benchmark or other strategies that remain fully invested. In rising markets, holding cash or cash equivalents may negatively affect TCM Strategies’ performance relative to their benchmark.

Data Risk

TCM Strategies’ investments are heavily dependent on proprietary statistical analyses that include the use of information and data supplied by third parties (“Data”). When Data proves to be incorrect or incomplete, any decisions made in reliance thereon may lead to the inclusion or exclusion of investments that would have been excluded or included had the Data been correct and complete.

Derivatives Risk

TCM Strategies’ derivative investments have risks, including the imperfect correlation between the value of such instruments and the underlying assets or index; the loss of principal, including the potential loss of amounts greater than the initial amount invested in the derivative instrument; and illiquidity of the derivative investments. The derivatives used by TCM Strategies may give rise to a form of leverage. Leverage magnifies the potential for gain and may result in greater losses. To the extent TCM Strategies invest in such derivative instruments, the value of TCM Strategies’ portfolios is likely to experience greater volatility over short-term periods.

Equity Market Risk

TCM Strategies have exposure to common stocks through their investments in equity index-linked instruments. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. Equity securities may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific industries, sectors, or companies in which TCM Strategies directly or indirectly invest. In addition, local, regional, or global events such as war, acts of terrorism, spread of infectious diseases or other public health issues (such as the global pandemic caused by the COVID-19 virus), recessions, rising inflation, or other events could have a significant negative impact on TCM Strategies and their investments. Such events could adversely affect the prices and liquidity of TCM Strategies’ portfolio securities or other instruments and could result in disruptions in the trading markets.

ETF Risk

An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed "electronic shares" not physical metal) specifically are negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, and (3) a significant change in the attitude of speculators and investors.

ETN Risk

ETNs may be riskier than ordinary debt securities and may have no principal protection. TCM Strategies’ investment in an ETN may be influenced by many unpredictable factors, including highly volatile commodities prices, changes in interest rates, and monetary and other governmental policies, action, and inaction. Investing in ETNs is not equivalent to investing directly in index components or the relevant index itself. Because ETNs are debt securities, they possess credit risk; if the issuer has financial difficulties or goes bankrupt, the investor may not receive the return it was promised.

Fixed Income Risk

The value of TCM Strategies’ investments in fixed income securities will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned indirectly by TCM Strategies. On the other hand, if rates fall, the value of the fixed income securities generally increases. TCM Strategies may be subject to a greater risk of rising interest rates due to the current period of historically low rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities.

Force Majeure Risk

TCM Strategies may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a party to perform its obligations until it is able to remedy the force majeure event. These risks could cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost to TCM of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure can have a permanently adverse effect on TCM. Certain force majeure events (such as war or an outbreak of an infectious disease) could also have a broader negative impact on the world economy and international business activity.

Geopolitical Risk

Risks outside of the financial markets, affect the markets and investments, often at times significantly. The occurrence of geopolitical events in recent years such as (but not limited to): Middle East instability; military conflict in Ukraine and surrounding areas, alleged cyber-attacks by Russia, China, and North Korea; ongoing epidemics of infectious diseases that can be spread within a country, region or globally; terrorist attacks in the U.S. and around the world; social and political discord; governmental debt crises, and strains on international relations between the U.S. and a number of foreign countries, including traditional allies; new and continued political unrest in various countries; changes in the U.S. Presidency and federal administration; can result in market volatility, have long-term effects on the U.S. and worldwide financial markets, and cause further economic uncertainties in the U.S. and worldwide.

Government Obligations Risk

TCM Strategies may invest in securities issued by the U.S. government or its agencies or instrumentalities. There can be no guarantee that the United States will be able to meet its payment obligations with respect to such securities. Additionally, market prices and yields of securities supported by the full faith and credit of the U.S. government or other countries may decline or be negative for short or long periods of time.

High Portfolio Turnover Risk

Because TCM Strategies may “turn over” some or all of their positions as frequently as daily, TCM Strategies may incur high levels of transaction costs from commissions or the bid/offer spread. Higher portfolio turnover may result in TCM Strategies paying higher levels of transaction costs and generating greater tax liabilities for investors. Portfolio turnover risk may cause TCM Strategies’ performance to be less than expected.

Investment Company Risk

The risks of investing in other investment companies typically reflect the risks of the types of instruments in which the investment companies invest. By investing in another investment company, TCM Strategies become a shareholder of that investment company and bear its proportionate share of the investment company’s fees and expenses. Investments in ETFs are subject to the “ETF Risk” described above.

Key Manager Risk

Client portfolios are dependent on the continued service and active trading efforts of its key managers and employees, Matt and Mike Thompson. If the services of any such key managers or employees with the Advisor were to discontinue or lapse, client portfolios could be affected.

Leveraged, Inverse, and Inverse-Leveraged ETFs Risk

Leveraged, inverse, and inverse-leveraged ETFs (collectively, “Leveraged ETFs”) expose TCM Strategies to all of the risks that traditional ETFs present (see “ETF Risks” above). All Leveraged ETFs rely to some degree, often extensively, on derivatives to achieve their objectives and, thus, TCM Strategies are indirectly exposed to derivatives risk through its investments in Leveraged ETFs. Further, investments in Leveraged ETFs are subject to the risk that the performance of such ETF will not correlate with the underlying index as intended. Leveraged ETFs often “reset” daily, meaning that they are designed to achieve their stated objectives on a daily basis. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period of time. This effect can be magnified in volatile markets. Consequently, these investment vehicles may be extremely volatile and can potentially expose a Fund to complete loss of its investment.

Leverage Risk

TCM Strategies may obtain investment exposure in excess of portfolio net assets by utilizing leverage and may lose more money in market conditions that are adverse to its investment objective than a strategy that does not utilize leverage.

Non-US Securities Risk

Non-US securities present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available.

Option Risk

TCM employs the use of options as part of its strategies. An option is a contract to buy or sell a specific financial product known as the option's underlying instrument or underlying interest. For equity options, the underlying instrument is a stock, ETF, or similar product. The contract establishes a specific price, called the strike price, at which the contract may be exercised, or acted on. It also has an expiration date. When an option expires, it no longer has value and no longer exists.

Options come in two varieties, calls and puts. Call contracts will expire worthless if the underlying security closes below the strike price on expiration. Put contracts will expire worthless if the underlying security closes above the strike price on expiration.

Special tax rules may apply, depending on the outcome. Prior to buying or selling an option, Clients should read Characteristics and Risks of Standardized Options. Copies of this document may be obtained from TCM, from any exchange on which options are traded, on the web at www.optionsclearing.com/components/docs/riskstoc.pdf or by contacting The Options Clearing Corporation, One North Wacker Dr., Suite 500, Chicago, IL 60606 (l-888-678-4667).

Buying options is a speculative activity and entails greater than ordinary investment risks. Options enable TCM Strategies to purchase exposure that is significantly greater than the premium paid. Consequently, the value of such options can be volatile, and a small investment in options can have a large impact on the performance of TCM Strategies. TCM Strategies risk losing all or part of the cash paid (premium) for purchasing options. Even a small decline in the value of a reference asset underlying call options or a small increase in the value of a reference asset underlying put options can result in the entire investment in such options being lost. Additionally, the value of the option may be lost if TCM fails to exercise such option at or prior to its expiration.

TCM Strategies may sell options in order to obtain additional income from premiums paid by the option buyer. Option writing is often associated with the investment strategy known as covered call writing. Selling a covered call may limit the upside if the underlying security closes above the strike price on expiration.

Short Position Risk

TCM Strategies may engage in short position derivative activities which are significantly different from the investment activities commonly associated with conservative stock or bond strategies. Short positions in derivatives are speculative and more risky than “long” positions (purchases) because the upside of the underlying index is, in theory, unlimited. Therefore, the potential loss on an uncovered short derivative, such as a call option, is, in theory, unlimited; whereas the potential loss on long positions is limited to the original purchase price. You should be aware that any strategy that includes short positions could suffer significant losses.

VIX Correlation and Volatility Risk

TCM Strategies’ derivative investments that are linked to equity market volatility levels can be highly volatile and may experience large gains and losses. Trading in VIX Index futures contracts or VIX Index options, particularly contracts that are close to expiration, can be very volatile and can be expected to be very volatile in the future. The volatile nature of these instruments may have an adverse impact on TCM Strategies beyond the impact of any changes in the VIX Index. Additionally, the correlation between the VIX Index and equities is variable and may not be sufficiently negative to act as an effective hedge against equity market declines.

Principal Risks Disclosure