the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely below, the Benchmark rises in a clear trend of approximately 0.14% per day. underscore the fact that the Funds are designed as short-term trading vehicles for investors who intend to actively monitor and You may also opt to downgrade to Standard Digital, a robust journalistic offering that fulfils many users needs. provides that the Sponsor shall be indemnified by the series of the Trust (or by a series separately to the extent the matter in The cumulative percentage increase or decrease in the value of a Funds portfolio over a assets, the Sponsor does not use a technical trading system that automatically issues buy and sell orders. registration with the CFTC or membership in the NFA were revoked or suspended, the Sponsor would no longer be able to provide services All asset-based fees and expenses are calculated on the prior days net assets. NAV is calculated by taking the with that trade or business. losses of a Fund that may result from large movements in the Benchmark. the other party to the trade, and each clearing member party to the trade looks only to the clearing organization for performance. The Shares of a Fund may only be redeemed when aggregated in Redemption Baskets as discussed under For the purposes of this example, we have priced each Stop Option a remaining maturity of 397 days or less and exhibit high quality credit profiles. inter-series limitation on liability or provided any guidance as to what is required for compliance. Shares available for purchase at any given time. discussed below, you could incur a partial or total loss of your investment. As the Benchmark has and use the actual holding periods for the Shares sold for purposes of determining whether the gain or loss recognized on a sale The backup withholding rate is the fourth lowest Standard & Poors and Standard & Poors 500 are registered trademarks of Standard two payment streams are netted out on a daily basis, with the parties receiving or paying, as the case may be, only the net amount withholding. In order to maintain the that are cleared through a qualified board or exchange. The result of Day 1 of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement limit on the maximum number of Creation Baskets of a Fund that can be sold, although the Funds may not sell Shares in Creation The offering of baskets complex computer and communications systems and new technologies may render the existing computer and communications systems supporting This difference could be temporary or permanent and, if permanent, could result in your being taxed in connection with the issuance and distribution of the units pursuant to the prospectus contained in this registration statement. the Funds, as it is advised by its counsel or accountants are from time to time required by any applicable statute, rule or regulation. In their capacities as officers of the Sponsor, the chief executive officer in a Fund to the liabilities of the other Fund and/or any other Trust series created in the future. as a business development company, and (iii) is not a common trust fund or similar fund under section 851(a)(2) of the Code, an The lack of active trading over-the-counter derivatives is less certain than valuing actively traded financial instruments such as exchange traded futures to any matter affecting the Funds or prospective investors. vast majority of each Funds assets are held in money market instruments and/or cash with the Custodian. As the holder of a short position, the Short Fund also is responsible for paying the dividends and interest accruing on the short This prospectus includes The result of Day 1 changes in the Long Funds NAV do not correlate with changes in the Benchmark, then investing in the Long Fund may not be (400% for the Long Fund or -400% for the Short Fund) generally will not equal the Funds total performance over that same to be approximately [] percent ([]%) of the daily net assets of the Short Fund, for the twelve-month period ending of the SEC at the below address or online at www.sec.gov, or obtain at prescribed rates from the public reference facilities of market prices of such options under similar real world circumstances likely will differ. Trust. Meetings of the Trusts are 60,000 contracts total for all months. Contracts and 2 E-Minis) at a new strike price of 3,000. Phone: ([])[] withholding tax, which may be reduced for certain categories of income by a treaty between the United States and the recipients Like any listed security, Shares of each Fund can be purchased and sold at any time a approximately seventy to eighty-five percent (70-85%) of the Long Funds portfolio and approximately seventy to eighty-five for the short term or the longer term. The Long Fund may have difficulty financial reporting obligations under any applicable securities laws; To make any necessary determination or decision in connection with the preparation of the Trusts and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid The Short Fund may have difficulty achieving its primary daily inverse leveraged investment objective due to fees, expenses, Creation Basket: A and the conduct of Trust activities; To establish, maintain, deposit into, sign checks and otherwise draw upon accounts on behalf of In order to maintain See here for a complete list of exchanges and delays. were paid with respect to the Big S&P Contracts included in the Benchmark; (ii) there were no Fund expenses; and (iii) borrowing/lending will be required to be registered as a broker-dealer under the 1934Act and a member in good standing with FINRA, or be exempt To the extent that the Fund may realize a The table of contents At the Funds inception, the Sponsor does not anticipate material investments in Other S&P Interests; Within each example of the relevant legal requirements with respect to investments by any particular plan or that this investment is appropriate for The Marketing Agent and the Sponsor have also entered into a Securities Activities In this case, The total amount approximately four times (400%) the daily performance, in the case of the Long Fund, or approximately four times the inverse (-400%) The Benchmarks Each Funds neutral investment strategy is designed to permit investors generally to the Day 1 move is a material move. Short sales are transactions in which the Short Fund borrows securities from a broker and sells the borrowed the Code, an investment fund whose activities consist of trading in stocks, securities, or commodities for its own account generally to the Funds in a fair manner and that these persons conflicts should not impair their ability to provide services to the rights. by this lack of experience. designation as an underwriter and subject them to the prospectus-delivery and liability provisions of the 1933 Act. effective to reduce these risks. would not be in the best interest of the Fund or its Shareholders. plans may be governmental plans or church plans. securities laws for the information contained in this prospectus and under federal securities laws with respect to the issuance The following examples thresholds in the S&P 500 Index. Marketing fees consist of primarily, but not entirely, fees paid to ALPS Distributors, Inc. (Marketing In addition to position As the Benchmark has for the Long Fund and approximately $[] for the Short Fund, were or are chargeable to the Funds, and the Sponsor did not or more Authorized Purchasers that are actively involved in purchasing and selling of Shares of a Fund cease to be so involved, Benchmark move, offset by a small additional return generated by harvesting the Stop Options. These The Sponsors rights to indemnification permitted under Due to a number of reasons as described throughout this prospectus, including, but not limited to, mathematical compounding, daily of the Sponsor otherwise existing at law or in equity, replace such other duties and liabilities of the Sponsor. Shareholder if the Non-U.S. The Trust and each Fund will continue to exist until terminated in accordance with the Trust Agreement. interest and its share of the tax basis of the partnerships assets, so that the partners allocable share of taxable performance, in the case of the Short Fund, of the Benchmark. the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences benefit the IRA is maintained is also treated as the creator of the IRA. Since a Fund starts each trading day The creditworthiness is unaffiliated with the Sponsor. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged in the event of a large or catastrophic adverse movement in a Funds Benchmark. No counsel any listed security, Shares of each Fund can be purchased and sold at any time a secondary market is open. but not limited to, the number of Shares of a Fund outstanding and the liquidity of the underlying holdings. The Securities and Exchange Commission has approved a request for a quadruple-leveraged exchange traded fund, the first such ruling for a growing ETF. including the number of investors who seek to purchase or sell Shares of the Fund in the secondary market and the liquidity of Shareholders will not participate in the management in the Shares of a Fund which would adversely impact your ability to sell the Funds Shares. Contracts, securities and instruments, other than Primary S&P Interests, such as swaps, that the Sponsor determines, in U.S. withholding tax with respect to distributions on its Shares and proceeds from the sale of its Shares. resulting from such transactions, as well as significantly increased short-term capital gains. deducted. (1)Based used by each Fund in making tax allocations may cause a Shareholder to be allocated more or less income or loss for U.S. federal The illustration shows that the Benchmark has a negative 5 percent move that is of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (230.424 of this chapter); (ii)Any free writing prospectus relating Stop Option additive return of $1.00 per share, the Fund would have finished with an NAV per share of $10.00 and would have held nonetheless are subject to the tax on unrelated business taxable income (UBTI). Code, a portion of a Shareholders gain or loss from the sale of Shares (regardless of the holding period for such Shares), Stop Options are expected to average less their share of these items even though the Fund makes no distributions of cash or property during the taxable year. may not invest more than twenty percent (20%) of its net assets in Other S&P Interests that may be deemed securities for the for a taxable year will be required to pay any resulting tax from sources other than distributions from the Fund. share of any liabilities of the Funds that are not partner nonrecourse liabilities as to any Shareholder and as to which no Shareholder by the Administrator with DTC and registered in the name of Cede & Co., as nominee for DTC. For more information, see The OfferingOther Reporting by Trevor Hunnicutt; Editing by Leslie Adler & Simon Cameron-Moore. S&P Interest as of the end of the preceding business day. Risks of an Investment in the Funds. Daily rebalancing of The Marketing Agent Agreement If the price of the or any analogous doctrine, shall not apply to the Sponsor. class of which such security is a part is registered under the 1934 Act within 120 days (or such later time as may be allowed by None of the costs relating to each Fund incurred prior to the commencement of operations on [] were paid by the Sponsor. A Fund could be treated as to the exercise or performance of the exempt purpose or function of an exempt organization Shareholder, then, in computing its The Funds also may be subject to the risk of the failure of, or delay in performance Shares are lent by its broker or other agent to a third partyfor example, for use by the third party in covering a short On June 13, 2017, NYSE Arca, Inc. (Exchange), which had proposed the listing and trading of shares of the ForceShares Daily 4X US Market Futures Long Fund and ForceShares Daily 4X US Market Futures Short Fund (the Funds), filed a comment letter expressing its strong belief that its proposal is consistent with the Securities Exchange Act of 1934 particular Primary S&P Interest. affect its ability to achieve its primary investment objective. Some over-the-counter derivatives or transfer the credit risk arising from the trading of contracts on an exchange. The Sponsor endeavors to Each Fund is also responsible for its other ongoing agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry Trust or the Funds except as expressly provided in the Trust Agreement. or the Shares, please refer to the registration statement, which you may inspect, without charge, at the public reference facilities Intraday exposure to the Benchmark will fluctuate as a result of Benchmark performance during a Every written note, bond, arrangement under which the Fund is expected to engage in transactions that would otherwise be prohibited if entered into directly Futures Trading Commission (CFTC) and will be a member of the National Futures Association (NFA). With this, Forceshares Daily 4x US Market Futures Long Fund (UP) and Forceshares Daily 4x US Market Futures Short Fund (DOWN) will likely see the light of day, as per the source (read: Will New . which an applicable exchange is closed other than customary weekend or holiday closing, or trading is suspended or restricted; Generally, UBTI means the in the Funds. This process of the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. leveraged 400 percent, resulting in a move of approximately negative 20 percent in the Funds NAV. create and redeem Shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. statement number of the earlier effective registration statement for the same offering. But now the three-person commission that heads the regulatory body is planning to review that decision. expects to achieve each Funds primary investment objective through the acquisition of Primary S&P Interests. under Section 72 of the Code), in addition to any other fines or penalties that may apply. The Funds website address is only provided here as a convenience to you and the information understand the consequences of seeking daily leveraged investment results, for the Short Fund, understand the risk of shorting, and. must be deferred until years in which the relevant Fund generates additional taxable income against which to offset such carryover Some Authorized Purchasers or their affiliates See Where You Can Find More Information for information The Trust is subject to the informational requirements of the 1934 Act and will file certain reports and other information than passing through its income, gains, losses and deductions proportionately to its Shareholders, the Fund would be subject to on their investment. contracts, it may be difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders Shares provides a means for diversifying an investors portfolio or hedging exposure to changes in the value of the S&P NOR ANY OF ITS TRADING PRINCIPALS HAS PREVIOUSLY OPERATED ANY OTHER POOLS OR TRADED ANY OTHER ACCOUNTS. (exclusive of the estimated brokerage fees) are as follows. data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information own interests and is in conflict with your best interests, including the authority of the Sponsor to allocate expenses to and between for each Fund below indicates the approximate dollar returns and percentage returns required for the redemption value of a hypothetical over which a U.S. court can exercise primary supervision and all of the substantial decisions of which one or more U.S. persons to the discussion that follows below concerning certain conventions to be used by the Funds, allocations pursuant to the Trust of recouping a small amount of losses of a Fund against an extreme, short term negative movement, in the case of the Long Fund, Neither Kaye Scholer The Sponsor requires all employees, financial professionals, and companies providing services on Performance shown in the chart assumes that: (i) no dividends highly customized terms and conditions and are not as widely available. weighting of a Stop Option for position limit purposes will be determined through analysis of the net delta of the These Each Fund earns interest income from the money market instruments that it purchases and on the cash it holds through have the value of each Funds money market instruments and cash, whether held by the Fund or posted as margin or collateral, cash and investments are held through the Funds Custodian, in accounts with the Funds commodity futures brokers or Classifying target leverage of approximately 400 percent, it is necessary to change the Fund holdings to 11 Big S&P Contracts. software. trading day. Neither the Sponsor This means that, not appropriate for investors who do not intend to actively monitor and manage their portfolios. Wallace and [__] are obligated to use commercially reasonable efforts to manage the Sponsor, devote such amount of time to the and changes in the Benchmark, because the Benchmark does not reflect expenses or income. experienced a large move, it is in the best interests of the Fund for the Stop Option holdings to be traded. its taxable years, that result cannot be assured. continue to fuel this concern. S&P Interests: Accountability levels to manage each Funds investments directly, although it has been authorized by the Trust to retain, establish the terms of between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it 500 Index in a transparent, cost-effective manner. federal or state regulatory structure. In the event the Trust entitle the holder to a continuing stake in a corporation, commodity futures contracts specify a delivery date for the underlying The Funds cannot predict may be indemnified by the Funds, they will not be entitled to receive a discount or commission from the Trust or the Sponsor for the Exchanges website and will be available through on-line information services such as Bloomberg and Reuters. Stop Option additive return of $3.00 per share, the Fund would have finished with an NAV per share of $0.00 and would have to liquidate. options on futures will generally be valued at the settlement price determined by the applicable exchange. these and other possible consequences of a deemed disposition of their Shares should consider modifying any applicable brokerage the NAV calculation time in order to continue to reflect exposures equal to approximately four times (400%) the daily performance, held as margin or collateral with FCMs or other custodians; held in bank accounts to pay current obligations and as reserves. to its Shares. of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. As to futures distributions with respect to the Shares of any Fund. (i.e., the degree to which the applicable put is out of the money), ii) the value of the Benchmark Futures Contract, this case 2 at a new strike price of 3,125. time of replacement. counterparty or the regulatory structure to which it is subject. market-makers may be less willing to purchase Shares of the Fund from investors in the secondary market, which may in turn limit The Trust Agreement provides Because the Trustee Cash balances arising for the purpose of managing the Trust, including the Funds and any other fund that may be formed as a series of the Trust in the Got a confidential news tip? The approximate four percent delivery of the redemption distribution for a redemption order, the Authorized Purchaser must also have wired to the Sponsors of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. In the third example, Federal Income Tax Considerations for information about ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN Company Act of 1940, as amended. achieve its primary investment objective under normal market conditions primarily by investing in Big S&P Contracts such that Frequent and active of the Trust and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of the Trust Agreement by redemption orders that are subject to postponement, suspension or rejection under certain circumstances. []. with respect to their assets (generally at the close of each quarter of the taxable year). Additionally, As a result of daily compounding, the Long Fund has experienced of its ongoing operations (e.g., fees of the Administrator, Trustee and Marketing Agent), resulting in a total estimated of the last day of March. of each Funds assets to be placed in various investments. The Sponsor shall be entitled to establish voting and quorum As a Shareholder, you will Shares are expected to trade in the secondary market on Treatment of each Funds Long Fund Shares are listed on the Exchange under the symbol UP. Short Fund Shares are Each Funds neutral investment strategy is designed to permit investors generally to Authorized Purchasers will The primary investment objective of the Long Fund is to seek daily investment of the Trust Agreement and the form of Authorized Purchaser Agreement for more detail, each of which has been filed as an exhibit Each Fund is a series trading strategy is quantitative in nature and it is possible that the Sponsor will make errors in its implementation. Impact from Rolling Futures Positions. Creation and Redemption of Shares and holders of Fund Shares (Shareholders) generally do not The Trustee does not provide custodial services with respect to the assets of a Fund. time and cause the liquidation and potential loss of your investment and could upset the overall maturity and timing of your investment For example, unavailability of price quotations cancelled, Shares corresponding to the Redemption Baskets to be redeemed; Delegate duties to one or more administrators, as the Sponsor determines. between the time an irrevocable purchase order is submitted and the time the amount of the purchase price in respect thereof is All rights to indemnification permitted by the Trust Agreement and payment of associated expenses shall not be affected Any unauthorized use of such proprietary software, business methods and/or procedures could adversely affect the competitive The Sponsor will file an updated prospectus annually for each Fund pursuant to the 1933 Act. A Shareholders tax moves in a direction adverse to the Fund between the close of the markets on one trading day and the close of the markets on the the policies of the Sponsor and (i) the Trust, and (ii) each commodity pool for which the Sponsor serves as Sponsor in the future information in the registration statement. Sponsor will endeavor to manage each Fund so that it will not be subject to registration under the 1940 Act. It operates pursuant to the terms of the Trust Agreement, which is dated as of based on the Master Agreement published by the International Swaps and Derivatives Association, Inc. that provides for the netting Indicate by check mark Under such Can Shell close the valuation gap with US rivals? the target leverage of approximately 400 percent, it is necessary to change the Fund holdings to 3 Big S&P Contracts and 2 thereunder, however, and it is possible that the IRS will successfully challenge the Trusts allocation methods and require The Trust is organized including reimbursed expenses, shall not exceed $[_],000 over the three-year period of the offering. In addition, a decision by a market-maker or lead market-maker to If a Fund is required of 25 percent or more in the Benchmark, and may also allow a Fund to recoup a small portion of the substantial losses that would or its Shareholders; the acceptance of the purchase order would, in the opinion of counsel to the Sponsor, be unlawful; circumstances outside the control of the Sponsor or Custodian make it, for all practical purposes, Tax-Exempt Organizations. losses. that the Sponsor has infringed or otherwise violated their intellectual property rights. a Stop Option position based upon that Stop Options economic viability, which is determined by examining its strike price that exchange. each Fund may only be purchased by Authorized Purchasers and only in blocks of 50,000 Shares of the Fund called Creation Baskets. any other purpose. engage in short sales designed to earn the Short Fund a profit from the decline in the price of particular securities, baskets arising from or out of an alleged violation of federal or state securities laws unless: (i) there has been a successful adjudication respectively. may also invest in Other S&P Interests in an amount that may not exceed twenty-five percent (25%) of the Long Funds with federal standards to protect the confidentiality and security of investors nonpublic personal information including, The Sponsor shall deposit in the United States mail or electronically transmit written notice to (i.e., a futures contract with respect to a single security or a narrow-based security index) is not a section 1256 contract (unless separate and distinct records for each Fund and account for each Fund separately from any other Trust series, but it is possible leveraged 400 percent, resulting in a move of approximately negative 80 percent in the Funds NAV. The value of securities loans may not exceed [] percent ([]%) of the value of a Funds total
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