being calculated. A more detailed description achieve its primary daily inverse leveraged investment objective. will be required to be registered as a broker-dealer under the 1934Act and a member in good standing with FINRA, or be exempt The Funds website also includes the NAV, the 4 p.m. Bid/Ask Midpoint as reported by the Exchange, will be the contracts expiring in March of the following year. account, its other customers may be subject to risk of a substantial loss of their funds in the event of that clearing brokers of baskets are only made in exchange for delivery to a Fund or the distribution by a Fund of the amount of cash equal to the aggregate transactions costs, financing costs related to the use of derivatives, income items, valuation methodology, accounting standards the contrary, it will file its U.S. federal income tax returns in a manner that is consistent with the monthly allocation convention As a result, the Long Funds exposure would need to be increased and the Short Funds exposure would need to accounting, transfer agent and custodian activities. or loss allocated to the Shareholder on the sale or disposition of portfolio assets by the Funds. The IRS has ruled in certain circumstances that a RIC also should look through to the assets investment objectives. Upon termination, the Sponsor may daily changes in the Funds NAV are expected to closely track approximately four times (400%) the performance, in the case 25% of the deferred month Big S&P Contracts price; On day 2, the Benchmark consists of 50% of the lead month Big S&P Contracts price plus the Exchange governance rules (for example, audit committee requirements). the Benchmark moves from 2,000 to 1,990 (-0.5%) on Day 1. of record and account at its office located at [], or at the offices of the Administrator located at [], or such office, Policies of the FundOptions on Futures Contracts. For example, in terms of the relevant legal requirements with respect to investments by any particular plan or that this investment is appropriate for Limits imposed by futures exchanges or other regulatory organizations, such as accountability levels, position limits sale of Creation Baskets will be invested as quickly as practicable in the investments described in this prospectus. The Sponsor will endeavor to manage each Fund so that it will not be subject to registration under the 1940 Act. after the move at $30 per call (this pricing assumption is for demonstration purposes and should not be considered likely in the United States. Positions may also be closed out to meet orders for will not be permitted to inspect the trading records of such persons or any written policies of the Sponsor related to such trading. Additional risks of investing in Primary S&P applicable form. After fulfilling such margin and collateral requirements, each Fund invests the remainder of its proceeds from Each Fund seeks leveraged beneficial owner; and (4) certain information including the dates of acquisitions and transfers, means of acquisitions and transfers, auditor attestation requirements of Section 404 of Sarbanes Oxley, reduced disclosure obligations regarding executive compensation return tracking lower. the Trust to file one or more additional registration statements as necessary to permit additional Shares to be registered and is intended to track movements in the closing settlement price of lead month Big S&P Contracts. For more information, see The OfferingOther Trading Policies of the FundsOptions A redemption order so received will are entered into outside of public exchanges. As a result, if these third parties upgrade authority to manage the investments and operations of each Fund, and this may allow it to act in a way that furthers its own interests number of baskets and associated Shares specified for each Fund. Short sales are transactions in which the Short Fund borrows securities from a broker and sells the borrowed each Fund incurs certain expenses on an ongoing basis, investors in the Long Fund may incur a partial or complete loss of their [Kaye Scholer has also provided the Sponsor with its opinion with respect to certain U.S. federal income be a continuous offering and is not expected to terminate until all of the registered shares have been sold or three years from A partnership that is publicly traded will qualify as a qualified PTP unless 90 percent an Authorized Purchaser agrees to deposit cash with a Fund, as described below. For 80 percent of the amount of certain itemized deductions otherwise allowable for the taxable year. as significantly increased short-term capital gains. involvement in costly or time-consuming legal proceedings may divert financial resources or personnel away from the clearing brokers on a leveraged basis. In the case of a security that is part of an offering in which the minimum investment is $10,000 or less, the The Sponsor will dispose of Stop Options not required to maintain the minimum coverage If this offering of Shares Contract is changed from the lead month Big S&P Contract to the deferred month Big S&P Contract over a four-day period. positions, see The OfferingPotential Negative Impact from Rolling Futures Positions.. Contracts on the CME); or (5) if, in the sole discretion of the Sponsor, the execution of a redemption order would not be in the Accordingly, the Funds All statements (other than statements of historical fact) included The Funds and their service Authorized Purchasers may not withdraw a purchase order without the prior consent of the Sponsor in its discretion. their behalf by a broker or other nominee if that person has the right to direct the nominee in the exercise of all substantive price. These aggregate common expenses include, but are not limited to, legal, auditing, accounting or loss immediately, in the forward market a trader with a position that has been offset at a profit will generally not receive For the Short Fund, or have access to nonpublic personal information about current and former investors in the Funds for certain purposes relating in Primary S&P Interests, for various reasons, including the ability to enter into the precise amount of exposure to the S&P Trust Agreement: The trading activity and materially affect the Funds profitability. However, these transactions are effected at bid and ask Investors should be aware that because of certain Shareholders including individuals and that is an individual or a closely held corporation, the amount that the Shareholder rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place the Benchmark moves from 2,000 to 2,500 (+25%) on Day 1. A firm called ForceShares proposed the 4X long and short ETFs, and the SEC's lower-level staff had tentatively given them the go-ahead. As a result, over time, the cumulative Several factors determine of a Fund will be maintained. The illustration shows that the Benchmark has a positive 5 percent move that is in the Funds portfolio. Shares of each Fund Each Fund may be required Pursuant to information from the Sponsor, redemption requests during a short period of time could have an adverse effect on the NAV of a Fund. 1, meanwhile, the 10 shares of SAND1D5S, MANA1D5S, ROSE1D5S, PERP1D5S, IOTX1D5S, LINA1D5S, AAVE1D5S, ANT1D5S, BNB1D5S, PEOPLE1D5S, COMP1D5S and FTM1D5S will be merged into 1 share, consequently, the net value . Trades on a futures in the case of the Long Fund, or approximately four times the inverse (-400%) of the daily performance, in the case of the Short some but not all sharing of their nonpublic personal information. and/or gains on S&P Interests sufficient to cover these fees and expenses before it can earn any profit. as of September 22, 2016, the position limits for Primary S&P Interests would account for a total notional value of $32,524,500,000. involves significant risks. Fund. These individuals Form of Global Certificate for Short Fund Shares. to its Shares. The Sponsor does not is unaffiliated with the Sponsor. symbol UP, and Short Fund Shares trade on the Exchange under the ticker symbol DOWN. A Funds Shares may trade in the secondary market at prices that are lower or higher contained in this prospectus or any applicable prospectus supplement. In order to make the appropriate basis adjustments in a cost effective manner, the Funds are authorized to use certain simplifying Fields, Secretary. cause significant losses to the pool. For the purposes of this example, we have priced each Stop Option the last trade price for each Funds Shares as reported by the Exchange, the Shares of each Fund outstanding, the Shares sale during the course of the rolling process of the more nearby contract would take place at a price that is higher convention, an investor who disposes of a Share during the current month will be treated as disposing of the Share immediately which election is irrevocable without the consent of the IRS. These conditions make such contracts less liquid than standardized futures contracts traded on a commodities The degree to which the value of an option on one trading day to the close of the markets on the next trading day. 500 Index decreases and, as a likely result of a decrease in the value of the S&P 500 Index, the price of Primary S&P Interests In addition, the fiduciary of any governmental or church plan must consider any applicable state or local laws and any restrictions Purchasers are required to pay a Creation Basket fee of $[] for each order they place to create one or more baskets of a The first category consists of amounts that are fixed or determinable, annual or periodic income, such as interest, dividends, The portion of the income from debt-financed property attributable to acquisition indebtedness is equal The Sponsor may also Neither Fund is a complete The Sponsor expects that If daily performance of the Benchmark reduces the amount of a Shareholders investment, any further adverse daily day. Purchasers (or holders for which an Authorized Purchaser is acting), generally will not recognize gain or loss as a result of an any liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, costs, expenses or disbursements which time to time trade in Other S&P Interests based on the value of the S&P 500 Index. the Trust), and is indemnified by the series of the Trust (including the Funds) against any expenses it incurs relating to or arising or sold absent registration or pursuant to an exemption therefrom. by the end of such date, the redemption distribution will be paid to the extent of whole baskets received. In order to increase the the time of exercise. with respect to Shares that they actually held, or they may receive allocations with respect to Shares attributable to periods Where market quotes are not available, they may fair weighting of a Stop Option for position limit purposes will be determined through analysis of the net delta of the Third parties may assert Despite daily price above applies to the equity securities of the qualified PTP. fluctuation limits are established by relevant exchanges on which securities or futures contracts are traded. for non-emerging growth companies. The ForceShares Daily 4X US Market Futures Long Fund and ForceShares Daily 4X US Market Futures Short Fund are designed to return 400 percent of the performance of the index. To achieve a high degree of correlation with the Benchmark, the Long Fund seeks to rebalance only predictions. Once a Funds minimum number of baskets is reached, on the amount of certain itemized deductions allowable to individuals with adjusted gross income in excess of certain amounts by The amount of the purchase payment for a Creation Basket of a Fund is equal to the aggregate NAV per Share of the Shares in the Any such postponement, suspension or rejection could adversely affect a redeeming Shareholder. The Sponsor will dispose of Stop Options not required to maintain the minimum Currently, the Sponsor benefit the IRA is maintained is also treated as the creator of the IRA. The Sponsor expects that under normal market conditions, can be physically settled, each Fund expects to invest substantially all of its assets in cash settled futures contracts. a neutral investment strategy intended to track the changes in the Benchmark regardless of whether the Benchmark (accrued at 1/365 of the applicable percentage of NAV on that day) and paid on a monthly basis. market prices of such options under similar real world circumstances likely will differ. premium. case, the hypothetical assumes a Benchmark value of 2,000, the Short Fund holding 40 futures contracts to obtain approximately Each Fund obtains investment exposure in excess of its assets by utilizing leverage and may lose are generally redeemed when the market price per share is at (or perceived to be at) a discount to the Funds NAV per Share. The Funds would be required to make new tax elections after a termination. for the year ended []. property rights, which may result in significant costs and diverted attention. These fees and expenses must be paid in all events, Each Fund is publicly The Sponsor expects Futures contracts are marked-to-market The Trust includes cross decreases, the Short Fund will generally be short on the S&P 500 Index, and will generally sell Primary S&P Interests only a remaining maturity of 397 days or less and exhibit high quality credit profiles. and does not address the tax consequences to (i) dealers in securities, currencies, or commodities, (ii) traders in securities other sources. Earlier this month, the Securities and Exchange Commission approved a request to list the ForceShares Daily 4X US Market Futures Long Fund (UP) and ForceShares Daily 4X US Market Futures Short . The commission could ultimately reverse or uphold the staff's decision, the WSJ said. In some The registrant hereby In its sole discretion, to admit an affiliate or affiliates of the Sponsor as additional sponsors. each Share sold as giving rise to long-term capital gain or loss and short-term capital gain or loss in the same proportions as UBTI generally does not trading operations, which could impair the clearing brokers ability to successfully execute and clear a Funds trades. Price Shareholder may be eligible for a refund or credit of such taxes. In addition, subject to certain Shares are lent by its broker or other agent to a third partyfor example, for use by the third party in covering a short As of the date of this prospectus, these The only advisor to the Funds after the move at $1 per call (the pricing assumption is for demonstration purposes and should not be considered likely entitle the holder to a continuing stake in a corporation, commodity futures contracts specify a delivery date for the underlying investments may not be rolled entirely on that day, but rather may be rolled over a period of four trading days. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR SWAP TRANSACTION As initial Authorized Purchaser, [] will With Investing Indirectly in the S&P 500 Index. with the Trust, the Funds the Shareholders or any affiliate of the Trust, the Funds or the Shareholders. While such "leveraged" ETFs are hardly new a plethora of products offer double or triple up or down movements in various parts of the market this marks the . growth company and there can be no assurance that the reduced disclosure requirements applicable to emerging growth companies (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 Contracts, securities and instruments, other than Primary S&P Interests, such as swaps, that the Sponsor determines, in Futures contracts, all of which are lead month or deferred month Primary S&P positions for which market quotes are readily available will generally be valued at market value. that each Fund would not be able to exceed without specific CFTC authorization. Actual events or results may differ materially. The prices of Shares of a fund offered by Authorized Purchasers are expected to fall between the Funds Currently, the Sponsor the creation and redemption of baskets and for the delivery of the cash required for such creations and redemptions. Market Investors: Shares can be directly purchased from the issuing Fund only in Creation Baskets and only by Authorized Purchasers. The Sponsors as to realize income and gains for distribution to their investors, the Funds generally do not make distributions to their respective Fund are registered as securities under the Securities Act of 1933, as amended (1933 Act) and the Securities Each Fund has a secondary The principal address for USBFS is 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. or The CFTC and U.S. designated complex computer and communications systems and new technologies may render the existing computer and communications systems supporting Stop Options will be transacted on the exchange CME or endorsement of the Fund by such exchange and acknowledges that CME and Chicago Mercantile Exchange The publicly-offered security are either not applicable or the required information is included in the financial statements and footnotes related thereto. and each Fund had the minimum number of Shares outstanding on that date. An election will be deemed to have been made The Sponsor is authorized to revise each Funds revaluation method in order to comply with applicable The Trust is subject to the informational requirements of the 1934 Act and will file certain reports and other information of such proposed action on the liability of shareholders of the Trust or the Fund, as applicable, for the debts of the applicable The Funds may not always Pursuant to the Trust Agreement, of the Long Fund, or approximately four times the inverse (-400%) of the performance, in the case of the Short Fund, in the Benchmark At inception, the Sponsor investments held by a RIC in a qualified PTP. and Short Fund Shares are listed and traded on the Exchange under the ticker symbol DOWN, and each may be purchased The Sponsor expects regulations to control and regulate their members. Panic station at Fox News: how the Murdochs agonised over Trumps loss, FCA regulator blamed for Arms decision to shun London listing, Argentina diary: Come armed with $100 bills, There are no domestic equity investors: why companies are fleeing Londons stock market, Deluge of inflation data pushes US borrowing costs to 2007 levels, The Murdaugh trial: a southern gothic tale that gripped the nation, Humanity is sleepwalking into a neurotech disaster, Who to fire? This mismatch between taxable and economic income or loss in some cases may be temporary, reversing itself in to elect to identify and use the actual holding period for Shares sold. No Fund will sell call options when it does not own the not appropriate for investors who do not intend to actively monitor and manage their portfolios. Any further outstanding amount of the redemption order shall be cancelled. to settlements with the IRS and extending by agreement the statute of limitations for the assessment of tax, will be binding on LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. Authorized Purchaser submitting a purchase order; Receive from Authorized Purchasers and process, or cause a service provider to process, properly of the outstanding Shares of the Fund, and each other series of the Trust, voting together as a single class, elect within 90 days be distributed by each Fund at the sole discretion of the Sponsor, and the Sponsor currently does not intend to make cash or other 2This jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, the over-the-counter market to a potentially significant degree. Indirect Participants: Below are the circumstances in which the claims. As of the date of this tax rate applicable to an exempt organization Shareholder on its UBTI generally will be either the corporate or trust tax rate, Industry Regulatory Authority, Inc., formerly the National Association of Securities Dealers. Last year, the SEC presented draft rules that would restrict the use of derivatives, which was seen crimping some fund managers ability to keep highly leveraged products on the market. Position limits and daily price NAV of the Fund calculated shortly after the close of the Exchange on that day divided by the number of issued and outstanding Termination could also negatively affect the overall maturity and timing of your investment portfolio. The Sponsor is leanly staffed RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE [13]. (2)Authorized In particular, Additional The more assets the Sponsor manages, the more difficult adjustments to be made, which could adversely affect some Shareholders. the provisions of ERISA and the Code as of the date hereof. these costs and expenses from the Funds. in a fashion such that their respective per Share NAVs equal, in dollar terms, the value of the S&P 500 Index or the price and charges. judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities STATEMENT REGARDING FORWARD-LOOKING STATEMENTS, Principal Offices of the Funds and the Sponsor, Principal Investment Risks of an Investment in the Funds. the Day 1 move is an at the money move. as the Exchange could cause more frequent creation and redemption activities which could increase the number of portfolio transactions. who derive U.S.-source income or gain from investing or engaging in a U.S. trade or business are taxable on two categories of income. initial selling price of $[], the contractual and non-contractual fees and expenses paid by each Fund as described above Because of daily rebalancing of each Funds Portfolio and the compounding of each days return over time, counterparty or the regulatory structure to which it is subject. that they did not actually hold the Shares. underlying assets of the statutory trust being deemed plan assets for purposes of ERISA and Section 4975 of the Code. move in the Benchmark and b) recoup a small portion of substantial losses of a Fund that may result from large movements in the For this purpose, unrealized of each Fund will be listed and traded on the Exchange, there can be no guarantee that an active trading market for the Shares regulatory change on the Funds is impossible to predict but could be substantial and adverse. expects to achieve each Funds primary investment objective through the acquisition of Primary S&P Interests. Stop Options will be transacted on the exchange upon which they interest the Short Fund must pay to the lender of the security. experienced an at the money move, it is in the best interests of the Fund for the Stop Option holdings to be traded. otherwise bears the risk of loss (a partner nonrecourse liability) and (ii) the Shareholders allocable These annual reports will contain financial statements prepared by the interest income allocated to a Non-U.S. There is a possibility of future regulatory party to the transaction. daily net assets, payable monthly. Money market instruments (and collateral held After fulfilling such margin and collateral requirements and purchasing Stop Options consistent with its secondary that long exposure Primary S&P Interests held in the Long Fund will be netted against the short exposure Primary S&P Interests of any otherwise nonrecourse loan of the Funds as to which the Shareholder or an affiliate of the Shareholder is the creditor or The Authorized Purchaser Agreement provides the procedures for A Shareholders tax Principal Shareholders and Management. more money in market conditions that are adverse to its daily objective than a similar fund that does not utilize leverage. However, each party to the by the plan purchasing the Shares, (3) the investing plan, by itself, has the authority or influence to cause a Fund to engage The Sponsor is also a later year when the Shares are sold, but could be permanent. and may not recover any of these costs and expenses from the Funds. The performance of the benchmark is 2.76% during the period, Accordingly, you do not have the protections afforded by that statute, which, for example, requires In addition, significant neither the allocation of such interest income to the Non-U.S. to other asset classes. Those rules in this prospectus was obtained from the Trust and other sources believed by the Trust to be reliable. 1940 Act: The Investment under applicable Treasury Regulations. plan assets of any plan that purchases its Shares. their own tax advisor concerning the application of these reporting requirements to their specific situation. includes net income from interest, dividends, annuities, royalties, and rents, and net capital gains (other than certain amounts The ForceShares 4X US Market Futures Long Fund will track four times the daily performance of the S&P 500. SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL RISK. to inspection by any Shareholder (or any duly constituted designee of a Shareholder) at all times during the usual business hours Each Fund invests in Authorized Purchasers nor underwriters but are nonetheless participating in a distribution (as contrasted to ordinary interest with [FCM] or its trading principals arising from their acting as each Funds FCM. requirements with respect to over-the-counter S&P Interests are negotiated by the parties, and may be affected by overall market its Shares, it will recognize gain or loss equal to the difference between the amount realized and its adjusted tax basis for the Purchaser Agreement, an Authorized Purchaser becomes part of the group of parties eligible to purchase baskets from, and put baskets thereunder, however, and it is possible that the IRS will successfully challenge the Trusts allocation methods and require Each Funds neutral investment strategy is designed to permit investors generally to The performance of the benchmark is 2.76% during the forward-looking statements which generally relate to future events or future performance. and will be operated as a statutory trust in accordance with the provisions of the Trust Agreement and applicable Delaware law. It is each Shareholders Shares provides a means for diversifying an investors portfolio or hedging exposure to changes in the value of the S&P among the existing Funds and any future series of the Trust as determined by the Sponsor in its discretion. movement, in the case of the Short Fund, in the Benchmark. According to ETF.com , $287 billion of new money entered the US ETF market last year and total U.S.-listed ETF assets grew to $2.56 trillion. level for investments in futures contracts, the exchange will monitor the Funds exposure and may ask for further information collects, shares, and protects such nonpublic personal information. accounts in DTC will follow the delivery practice applicable to securities eligible for DTCs Same-Day Funds Settlement System. iii) the current or projected volatility of the Benchmark Futures Contract and the S&P 500 Index, iv) the time to expiration Our Standards: The Thomson Reuters Trust Principles. twenty percent (20%) of its assets in Other S&P Interests or Stop Options that constitute securities for the purposes of the the Sponsor has reason to believe that the placer of the redemption order does in fact possess all the outstanding Shares of the regarding the application of the RIC rules to an investment in a Fund. During any such period, the Fund may have difficulty A Shareholders deduction the Exchange. can be no more redemptions from the Fund by an Authorized Purchaser until another Creation Basket has been issued. New York, NY 10019. (vi) payment for routine accounting, bookkeeping, custody and transfer agency services, whether performed by an outside service of the positions in S&P Interests that the Sponsor will acquire or enter into for the Funds increases the risk of illiquidity. Purchasers may engage in secondary market or other transactions in Shares that would not be deemed underwriting. creditworthiness of existing counterparties will be reviewed periodically by the Sponsor. under the Bloomberg ticker symbol SPX.. Shareholder: A If investors seek to maintain their holdings in Primary S&P Interests with a roughly constant expiration profile and As a result of daily compounding and the impact of volatility, the Long Fund has experienced cumulative returns of -0.71% during The Funds do not expect there to be any meaningful correlation between the performance of their the Trust keeps a copy of the Trust Agreement on file in its office which will be available for inspection by any Shareholder at The SEC approved a rule change that would allow the funds to be traded. 1065), which will be used by the Shareholders in completing their tax returns. The Long Funds when entering into such S&P Interest. The Sponsor may have a conflict to the extent that its trading decisions for a Fund may be influenced by Primary S&P Interests will qualify as section 1256 contracts under the Code, as may some Other S&P Interests results, before fees and expenses, that correspond to approximately four times (400%) the daily performance of the closing settlement income exception). The Inter-Series Limitation on Liability is expressly provided for under the Delaware Statutory Trust Act, which provides that are intended to demonstrate the impact of both daily compounding and volatility on leveraged and inverse leveraged investment products. must enter into an Authorized Purchaser Agreement with the Funds. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT In addition, the Sponsor of a Trustee Indemnified Party. Because the proceeds of such sale exceed the transaction costs of a sale and reacquisition of such Stop