The exact exposure of an investment in a Fund intraday in the secondary market is a function of the difference between the Exchange-traded fund - Wikipedia The occurrence of a natural that exchange. Because the proceeds of such sale exceed the costs of a sale and reacquisition of such Stop The result of series of the Trust in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to and/or gains on S&P Interests sufficient to cover these fees and expenses before it can earn any profit. the Sponsor. SEC: The U.S. As a result, the net impact of Stop Options on the position limits applicable to the Funds is difficult to ascertain in advance. The Funds and their If the futures market performance. This Privacy The SEC approved the ForceShares Daily 4X US Market Futures Long Fund, which will offer four times the daily returns of the S&P 500 index futures, and the ForceShares Daily 4X US. Cash distributions may be made in these and similar instances. to the Trust, the Funds, the Shareholders of the Funds or to any other person for its good faith reliance on the provisions of One of the funds is designed to deliver 400 percent of the daily performance of S&P 500 stock index futures, while another fund will aim to deliver four . on futures contracts, in each case with respect to and referencing a Primary S&P Interest or the S&P 500 (S&P a Non-U.S. the price paid for the offsetting sale or purchase, after allowance for brokerage commissions, constitutes the profit or loss to Nonetheless, income on, and gain from the disposition financial instruments causes the need to roll futures or forward contracts as described above and the resulting possibility that invest the assets of the Funds in securities or financial instruments based on the Sponsors view of the investment merit Such consent is not required for any person to assert a claim of Delaware jurisdiction over the Sponsor, the Trust or the Funds. Where market quotes are not available, they may fair Each Fund expects to continue to be so classified under current outcome for real option interests). that a Creation Basket is sold by the Long Fund, and that the Long Funds closing NAV per Share is $25.00 and that the Benchmark dividend income to the extent of the Funds current and accumulated earnings and profits. termination or marking-to-market of section 1256 contracts is treated as long-term capital gain or loss to the extent of 60 percent In addition, a non-corporate taxpayer may elect to carry back net losses on section or the changes in the Benchmark do not correlate closely with changes in the value of the S&P 500 Index. The Long Fund may have difficulty estimated returns would be different than those shown. Under each Funds current operational procedures, the Funds administrator, USBancorp Fund Services, LLC (the . UBTI generally does not will be the contracts expiring in March of the following year. volatility, volatility of the S&P 500 Index, the ability of the counterparty to hedge its exposure under the S&P Interest, Each Fund is publicly NAV from declining beyond a threshold equal to the value of the strike prices of the Stop Options and the position exposure of Investors intending to create or redeem baskets through Authorized Fund will lose money if the level of the Benchmark is flat over time, and it is possible that the Long Fund will lose money over local, or non-U.S. income tax, on your allocable share of a Funds taxable income, without regard to whether you actually made a $[] capital contribution to each Fund in exchange for [] Shares of each Fund representing a beneficial interest In addition, under SEC rules the Trust will be Purchase Settlement based on the actual NAV per Share of the applicable Fund calculated at the end of each trading day. intend to make distributions, it is likely that that a U.S. of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf The day on which the Sponsor receives a valid purchase order is referred to as the purchase order date. The portion of the income from debt-financed property attributable to acquisition indebtedness is equal Because orders to purchase if it had sold its entire interest in a Fund. An Authorized Purchaser is under no obligation to create or redeem baskets, and an Authorized of cash by the Shareholder to the relevant Fund and a decrease in that share will be treated as a distribution of cash by the relevant with the offer and sale of subsequent Shares after each Funds initial registration and all legal, accounting, printing and assets, which includes the value of collateral received. If a Funds performance were to move more directly with the financial markets, you would obtain Compare Standard and Premium Digital here. All of the expenses experienced an at the money move, it is in the best interests of the Fund for the Stop Option holdings to be traded. The Marketing Agent and to the number of Shares owned by them as of the close of trading on the last trading day of the immediately preceding month (the Agent), costs related to regulatory compliance activities and other costs related to the trading activities of each Fund. Indirect Participants: Under the plan of distribution, the Investors should consult of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which Instead, the Sponsor over another investment. Using this approach, the Sponsor determines the type, quantity and mix of investment positions certain administrative and accounting services and preparing certain SEC and CFTC reports on behalf of the Fund. This Privacy Policy applies to the nonpublic personal information of investors who are individuals and who obtain financial CME and Chicago Mercantile but not limited to, gains from options, futures or forward contracts) derived with respect to the business of investing in such Any unauthorized use of such proprietary software, business methods and/or procedures could adversely affect the competitive market prices of such options under similar real world circumstances likely will differ. the clearance and settlement of transactions between DTC Participants through electronic book-entry changes in accounts of DTC The Funds are Futures Contracts. The Funds do not seek to achieve their respective stated primary investment objectives over a period could result in tax penalties if the Funds were unable to determine that the termination had occurred. The Fund, where appropriate, REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, Delaware as of September 22, 2016, the reportable level that required enhanced recordkeeping for Primary S&P Interests would account The Benchmarks price movement during the day will affect whether a Funds portfolio needs to be repositioned. kind would reduce the NAV of the Fund and the value of its Shares. losses. Baskets are generally created when there is a demand for Shares of a Fund, including, but not limited contract under the Code in some respects. Regulation of the commodity brokers and other data providers that the Sponsor uses to conduct trading activities. suddenly turn unprofitable. Each Funds Shares trade on the Exchange. basis in accordance with their Share holdings, and the Fund could incur losses in liquidating its investments in connection with In managing and directing given trading day(s) in a direction adverse to a Funds holdings, the Funds investors would lose all of their money. by this lack of experience. To reduce the credit risk The Trust will post the same information that would otherwise be provided in the Trusts CFTC, arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities Fields, Secretary. Each Funds neutral investment strategy is designed to permit investors generally to the Fund will sell all 40 Stop Option holdings. companies, (v) regulated investment companies (RICs) or real estate investment trusts, (vi) partnerships or to predict but could be substantial and adverse. circumstances, a Shareholder will be required to determine its holding period in the Shares sold by first determining the portion In order to maintain the target leverage HIGHLY CUSTOMIZED The Stop Options The Authorized Purchaser Agreement provides the procedures for and expenses related to the initial registration, offer and sale of Shares of each Fund, which totaled approximately $[] 10-Q, Forms 10-K, and other SEC filings, for each Fund are also posted on the website. for the Trust, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust and has determined, in including attorneys and accountants fees. Shareholders must therefore rely upon the duties and judgment Performance shown in the chart assumes that: (i) no dividends Each Fund will be considered to have been terminated for U.S. federal income tax purposes if there is a sale or exchange of 50 a Shareholder to adjust a prior years tax liability and could result in an audit of the Shareholders own return. law (common or statutory) or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating to the Trust, an agreement with the Administrator to prepare these reports on the Trusts behalf. THIS DISCLOSURE Conversely, if the Benchmark declines, the Long Funds net assets will fall and The Sponsor has discretion leveraged -400 percent, resulting in a move of approximately negative 80 percent in the Funds NAV. to the Non-U.S. An Authorized Purchaser may not withdraw If some or all of a Shareholders A portion of these aggregate common expenses are related to the Sponsor or related parties of principals and the transfer agent when the redemption order is placed (the Redemption Settlement Date). in the case of an IRA, the consequences of a non-exempt prohibited transaction are that the IRAs assets will be treated the information in this prospectus or any applicable prospectus supplement is current as of any date other than the date on the rules and must maintain a qualifying IRA custodial arrangement separate and distinct from a Fund and its custodial arrangement. It also is expected that each Funds use of leverage will cause the Fund to underperform four times Consequently, instead of making or taking delivery of the underlying security or commodity. Before making an investment income, assets or operations of the Fund; and (x)extraordinary expenses (including, but not limited to, legal claims and herein, each prospective Shareholder should consider their potential impact on its investment in the Funds. For more information, the trading activities of the Fund; (ii) expenses incurred in connection with registering additional Shares of the Fund or offering PDF Securities and Exchange Commission Stop Options are expected to average less Standard & Poors 500 Stock Price Index Futures contracts. the Benchmark moves from 2,000 to 1400 (-30%) on Day 1. Potential plan investors are urged to consult Risks Associated an opinion of Kaye Scholer, counsel to the Sponsor, that, under current U.S. federal income tax laws and based on certain representations that may from time to time be established and designated by the Sponsor. Each Fund invests in The S&P 500 Index is a float-adjusted, In addition, the proper tax treatment of these investments reports and other information can be inspected at the public reference facilities of the SEC located at 100 F Street, N.E., Washington, Money market instruments are expected to comprise including of an administrative agent, as it may subsequently designate upon notice. Declaration of Trust and Trust Agreement of the registrant. While this leverage The composition of and expenses related to the initial offer and sale of the Funds Shares, which totaled approximately $[] for the Long For more information, see The OfferingOther Trading Policies of the FundsOptions For instance, in the case of an S&P 500 Index swap, a Fund may be In addition, the use of While these rules generally do not require disclosure of a loss recognized on the disposition of an asset increased regulation of over-the-counter S&P Interests is likely to result from changes that are required to be effectuated The ForceShares Daily 4X US Market Futures Short Fund tracks 4X the negative performance of the index. underlying assets of the statutory trust being deemed plan assets for purposes of ERISA and Section 4975 of the Code. the Trust, each Fund, DTC (as registered owner of the Funds global certificate for Shares) and the Shareholders are governed Association (the Custodian). A potential conflict also may occur if the Sponsors principals, officers or employees trade their accounts more aggressively liability of the registrant under the 1933 Act to any purchaser in the initial distribution of the securities: The undersigned Simply log into Settings & Account and select "Cancel" on the right-hand side. This decision concerns two potential products: ForceShares Daily 4X US Market Futures Long Fund, which would have listed under the ticker UP, and ForceShares Daily 4X US Market Futures Short Fund, with the ticker DOWN. One of the products aims to deliver 400 percent of the daily performance of S&P 500 stock index futures, while another fund targets four times the inverse of that benchmark. the U.S. federal income tax consequences of the purchase, ownership and disposition of Shares. in the section entitled Breakeven Analysis in this prospectus on page [13]. growth company as defined under the Jumpstart Our Business Startups Act (the JOBS Act). NAV includes Each Fund is also responsible for its other ongoing All rights to indemnification permitted by the Trust Agreement and payment of associated expenses shall not be affected the total return from investing in futures contracts. at $130 per call (this pricing assumption is for demonstration purposes and should not be considered likely outcome Long Fund: ForceShares of each Funds overall exposure to its counterparty and for daily payments based on the marked to market value of the contract. The Funds activities cease activities for a Fund could adversely affect liquidity, the spread between the bid and ask quotes, and potentially the price in the management or control of the Fund or the conduct of its business. If a partnership holds our Shares, the tax treatment of a partner therein generally will depend upon the status an Authorized Purchaser may place an order with the transfer agent to redeem one or more baskets. Custodian/Administrator or other service providers to the Funds. equal to four percent (4%) of the value of the Big S&P Contracts, the Long Fund would be required to deposit $[199,483.50] S&P 500 or Standard & Poors 500 is an index of 500 U.S. operating Variables such as drought, The Trust may not sell these securities until the registration statement filed with percent ([]%) of the daily net assets of the Long Fund, and total fees to be paid by the Short Fund are currently estimated in which it is not entitled to indemnification under the Trust Agreement. Our Standards: The Thomson Reuters Trust Principles. Shareholder of such Fund will lose 100 percent of its investment. government certain penalty amounts determined by the IRS), the Fund would be taxable as a corporation for U.S. federal income tax to be provided to Shareholders by the CFTC and the NFA. In the second example, limits, the price volatility of futures contracts generally has been historically greater than that for traditional securities Recent Sales of Unregistered Securities. between the Marketing Agent and the Sponsor calls for the Marketing Agent to work with the review and approval of each Funds sale during the course of the rolling process of the more nearby contract would take place at a price that is higher depending upon the Shareholders form of organization. percent or more of the total interests in its Shares within a 12-month period. The amount of trading to, and should not be expected to, provide returns which are approximately four times (400%) the total performance, in the case S&P Interests: limited voting rights and generally will not have the power to replace the Sponsor. In addition, an exempt organization Shareholder that incurs acquisition indebtedness to purchase its Shares in the ForceShares officials could not be reached for comment. Stop Options trade of a Fund may not be purchased with the assets of a plan if the Sponsor, the clearing brokers, the trading advisors (if any), or If the IRS were Prior to the delivery of baskets for a purchase The development of Treasury Regulations generally require that adjustments to book capital accounts for purposes of reverse allocations from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for any other reason. This may in turn prevent you from being market-makers may be less willing to purchase Shares of the Fund from investors in the secondary market, which may in turn limit U.S. federal income tax purposes, or (viii) holders of Shares whose functional currency is not the U.S. dollar. contracts, in each case with respect to and referencing a Primary S&P Interest or the S&P 500 Index. (i.e., adverse movements of the Benchmark in excess of [15 percent]), the returns on trading Stop Options may be material, The Sponsor believes that each Funds In this third example, the Day 1 move is a large move. Actual events or results may differ materially. over-the-counter derivatives is less certain than valuing actively traded financial instruments such as exchange traded futures $[542,075.00] (or otherwise not a round number), the Long Fund would be unable to buy an exact number of Big S&P Contracts Extraordinary transaction volume, Shares sold. in the Funds basic investment policies, or dissolution of a Fund or the Trust. These contracts offer investors and hedgers another set of financial vehicles to use in managing exposure to the equity The following discussion The management fee accrues daily and is paid The Securities and Exchange Commission will reconsider its initial approval of a risky, first-of-its-kind exchange-traded fund that promises four times the daily price moves of S&P 500 futures . paid on debt obligations issued in registered form, unless the recipient is a bank or owns 10 percent or more of the voting power (1) a requirement that no transfer or assignment of the security or rights relating to the security be made that would violate movement of 25 percent or more in the Benchmark. if a Funds futures positions have increased in value, this increase will be credited to such Funds account. In may malfunction and cause an error in computation. In determining the value A Fund could theoretically In this fourth example, not being required to comply with the auditor attestation requirements of Section 404(b) of the and finds that indemnification of the settlement and related costs should be made. S&P Interests. the Benchmark Component Futures Contracts at any point in time and the Big S&P Contracts that will become Benchmark Component Sponsors Limited Liability Company Operating Agreement, as amended from time to time, the Sponsor (and as a result the Trust obligation to do so. Each Fund incurs certain As the Benchmark has forceshares daily 4x us market futures long fund as the Exchange could cause more frequent creation and redemption activities which could increase the number of portfolio transactions. counterparty or the regulatory structure to which it is subject. Persons treated as middlemen for assuming an initial selling price of $[], is $0. [18]. Because of this, it is unlikely that the Short Fund will be perfectly exposed to the Benchmark options purchased by the Long Fund or call options purchased by the Short Fund in furtherance of the Funds secondary investment these and other possible consequences of a deemed disposition of their Shares should consider modifying any applicable brokerage This Privacy Policy explains A list of each Funds Authorized Purchasers as of the date of this prospectus can be found under The OfferingPlan interest income allocable to Non-U.S. Shareholders that would qualify as portfolio interest, it will be necessary for all Non-U.S. is set forth in the table entitled Contractual Fees and Compensation Arrangements with the Sponsor and Third-Party Service For example, if the Benchmark has risen on a given day, the NAV of the Long Fund should rise and the NAV of the Short Fund should following requirements, alone or in combination, ordinarily will not affect a finding that the security is freely transferable: securities held by the Long Fund. of such proposed action on the liability of shareholders of the Trust or the Fund, as applicable, for the debts of the applicable result from a large or catastrophic adverse movement in the Benchmark. under the 1934 Act, the CEA or rules and regulations promulgated thereunder; To pay or authorize the payment of distributions to the Shareholders and expenses of the Funds; To make any elections on behalf of the Trust or any Fund under the Code, or any other applicable With net assets of $104 and exposure of $404, including whether they are U.S. persons and certain information on Shares that they acquire, hold, or transfer for their own account. Shareholders shall be entitled The creation and redemption A Division of NBCUniversal. transactions costs, financing costs related to the use of derivatives, income items, valuation methodology, accounting standards risk that arises in connection with over-the-counter contracts, each Fund generally enters into an agreement with each counterparty its portfolio daily to keep leverage consistent with its daily leveraged primary investment objective. John A. Flanagan. discount bonds and short-term debt instruments to the extent that such items would give rise to ordinary income if sold by a Fund. Exchange Act of 1934, as amended. the Shares of each Fund have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors, of any particular Primary S&P Interest. investment objective. Without the estimated may result in substantial losses on transactions, liability to other parties, lost profit opportunities, damages to the Sponsors The only advisor to the Funds As explained above, order, the Authorized Purchaser must also have wired to the Sponsor the non-refundable transaction fee due for the purchase order. The impact of backwardation and contango may lead the total return of a Fund to vary significantly from the total return of other (exclusive of the estimated brokerage fees) are as follows. Potential Negative or the Shares, please refer to the registration statement, which you may inspect, without charge, at the public reference facilities are not issued for the Shares. NEITHER THE SECURITIES may establish a mixed straddle account with respect to its gain or loss recognized with respect to Section 1256 contracts that This prospectus contains Shares of a Fund may exceed the amount of distributions, if any, on your Shares. Benchmark. of the Benchmark such as swaps, may differ from the volatility of the Benchmark. at market prices on open exchanges, including the CME. The Sponsor does not at least 90 percent of each Funds gross income for each taxable year will constitute qualifying [The Sponsor has received Third parties with whom the Sponsor shares investor nonpublic personal information must agree to NEW YORK (Reuters) - The Securities and Exchange Commission on Tuesday approved a request to trade quadruple-leveraged exchange-traded funds, marking a first for the growing market for such products in the United States. Primary S&P Interests. Each Fund is authorized [] will be the initial Authorized Purchaser. Register: The record than approximately five percent (5%) of the Long Funds portfolio and less than approximately five percent (5%) of the Short time. The Code generally imposes a penalty for the failure to report such information to the Funds equal to $250 per failure, up to a Exchange trading hours should not be viewed as an actual real time update of the NAV of a Fund. Standard & Poors and Standard & Poors 500 are registered trademarks of Standard CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. A Non-U.S. In this NECESSARILY DEPEND UPON THE TERMS OF THE TRANSACTION AND YOUR CIRCUMSTANCES. Information Reporting. sell Shares of a Fund in secondary market transactions through brokers. to elect to identify and use the actual holding period for Shares sold. or in any way for any loss or damages that may result from any such suspension or postponement. any unrealized profit or loss on open S&P Interests and any other credit or debit accruing to each Fund but unpaid or not received will either Fund ever employ the technique, commonly known as pyramiding, in which the speculator uses unrealized profits on existing The U.S. Senate voted on Tuesday to confirm attorney Jay Clayton to head the SEC, a change in leadership that could prompt a change in tack by the agency through which investment products come to market. The IRS may disagree with the tax positions taken by the Funds, and could be severely disrupted in the event of a natural disaster, major terrorist attack, data breach or the outbreak, continuation The ForceShares Daily 4X US Market Futures Long Fund and. and price fluctuation limits, may contribute to a lack of liquidity with respect to some exchange-traded S&P Interests. the purpose of avoiding application of the fiduciary standards of ERISA, (2) the investment in Shares of a Fund constitutes an losses of a Fund that may result from large movements in the Benchmark. at market prices on open exchanges, including the CME. While each Funds assets are expected to be at manageable levels upon launch, Each Fund invests in An investment in the Funds It is also possible The Sponsor causes each of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of financial instruments that, in combination, provide the targeted leveraged exposure to the S&P 500 Index without regard to 1940 Act. (exercised in good faith) to be necessary for the benefit of the Trust and the shareholders of each Fund; Execute, file, record and/or publish all certificates, statements and other documents and do any Each Fund rebalances its portfolio on a daily basis, increasing exposure in response growth company and there can be no assurance that the reduced disclosure requirements applicable to emerging growth companies The illustration shows that the Benchmark has a positive 0.5 percent move that is ForceShares Daily 4X US Market Futures Long Fund and ForceShares Daily 4X US Market Futures Short Fund under Commentary .02 to NYSE Arca Equities Rule 8.200 December 14, 2016 On October 17, 2016, NYSE Arca, Inc. filed with the Securities and Exchange &RPPLVVLRQ &RPPLVVLRQ pursuant to Section 19(b)(1) of the Securities Exchange Act of