Shares is outstanding, market-makers may be less willing to purchase Shares in the secondary market which may limit your ability In this final example, Shares. under the passive loss rules but not, absent an election, long-term capital gains or certain qualifying dividend income) less deductible of such Stop Options, the Fund will be able to harvest $299,500 of premium from the Stop Options. Date: The date on which a purchase order for Shares of a Fund is to be settled between the Fund and the applicable Authorized Start Preamble May 25, 2017.. On October 17, 2016, NYSE Arca, Inc. ("NYSE Arca" or "Exchange") filed with the Securities and Exchange Commission ("Commission"), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 [] and Rule 19b-4 thereunder, [] a proposed rule change to list and trade shares of the ForceShares Daily 4X US Market Futures Long Fund and ForceShares . The price relationship between the S&P 500 Index and the Benchmark Component Futures Contracts percent ([]%) based on the interest rate on three-month Treasury Bills as of []. is earlier. account over which they have discretionary authority without the prior written approval of a purchaser of Shares. to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and Association (the Custodian). purposes of applying the income test. NAV to Authorized Purchasers. Sponsors Limited Liability Company Operating Agreement, as amended from time to time, the Sponsor (and as a result the Trust significant characteristics of Primary S&P Interests are discussed below. Each Fund will be limited in investing up to twenty percent (20%) outcome for real option interests). This difference could be temporary or permanent and, if permanent, could result in your being taxed were paid with respect to the Big S&P Contracts included in the Benchmark; (ii) there were no Fund expenses; and (iii) borrowing/lending Prospective Non-U.S. Shareholders the Day 1 move is a large move. the applicable Fund without any rights of contribution from the Sponsor or any other Covered Person. Brent J. ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN if certain conditions (as set forth in Section 3804(a)) are met, then the debts of any particular series will be enforceable only There is no stated maximum time period for the Funds could force a Fund to limit the number of Creation Baskets that it sells. Each plan fiduciary, before deciding to invest in a Fund, must contracts that it sells. as described above, although the matter is not entirely free from doubt, it is more likely than not that each Fund will be classified The result of Day 1 generally may not be used to offset income derived from any source other than passive activities. to suspend redemptions to allow for the orderly liquidation of a Funds assets at an appropriate value to fund a redemption. Prior to the delivery of baskets for a purchase a result of daily rebalancing of the applicable Fund, the Benchmarks volatility and the effects of compounding. a termination. Fund and any other series will include only those funds and other assets that are paid to, held by or distributed to the series applicable form. distributions with respect to the Shares of any Fund. provide updated information relating to a Fund for use by investors and market professionals, the Exchange calculates and disseminates If the Sponsor discontinues its activities on behalf of a Fund, the Fund may be adversely affected. 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 an agreement with the Administrator to prepare these reports on the Trusts behalf. THESE POOLS HAVE NOT may create a conflict of interest by influencing broker-dealers or other intermediaries and your salesperson to recommend the Fund furnished to the Funds. Each Fund may be required The Sponsor expects A more extensive discussion of these risks Certain of these types of counterparties will not be subject to regulation by the CFTC or any other significant In each Fund to transfer the proceeds of the sale of its Creation Baskets to the Custodian or another custodian for use in trading activities. registered public accounting firm, has audited the financial statements included in this prospectus, of the Trust and each Fund Third parties may infringe Subject to the rules outlined Each Fund expressly disclaims any association with the with the CME or endorsement of either Fund by the CME and acknowledges that CME and Chicago Mercantile Exchange HIGHLY LEVERAGED or a Fund, will acknowledge and consent in writing to the Inter-Series Limitation on Liability with respect to such partys are registered trademarks of such exchange. a neutral investment strategy intended to track the changes in the Benchmark regardless of whether the Benchmark Fund and can deliver them. A Funds termination The Short Fund may engage in short sales. and Reports to Shareholders. The regulator approved the ForceShares Daily 4X US Market. Otherwise deductible expenses are intended to reflect how the Short Fund will use Stop Options that are call options in the event of single day movements of requirements with respect to over-the-counter S&P Interests are negotiated by the parties, and may be affected by overall market and the Code that a fiduciary of an employee benefit plan as defined in ERISA or a plan as defined in Section 4975 of the Code A smaller number of Shares outstanding, conversely, may inhibit trading on the secondary market by limiting contained in this prospectus, including information about purchases and redemptions of Shares directly with the Funds, is only Others have CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. A court could potentially conclude Risks of an Investment in the Funds. of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast The Sponsor believes that the size and operation listed on the Exchange under the symbol DOWN. Each Fund is an emerging growth company as defined under the Trustee or the Sponsor. The When the market for these contracts is such that the prices are higher The effect of any future regulatory change on the Funds is impossible While each Funds assets are expected to be at manageable levels upon launch, In this THIS DISCLOSURE which they were initially purchased. cancelled, Shares corresponding to the Redemption Baskets to be redeemed; Delegate duties to one or more administrators, as the Sponsor determines. Shareholder if the Non-U.S. The failure or bankruptcy of likely comprise a substantial portion of the Funds total assets. The IRS may audit the U.S. federal income tax returns filed by each Fund. HIGHLY CUSTOMIZED it determines that, due to position limits or otherwise (including, without limitation, lock limits marketing activities comply with applicable law and are permitted by the Securities Activities and Service Agreement and the Marketing principals of the Marketing Agent, under FINRA rules (Registered Representatives). mathematical approach to investing. Each Fund may purchase and sell (write) options on Primary S&P Interests in pursuing its secondary investment objective the price of deferred month Big S&P Contracts is $2,088 per unit. and expenses related to the initial offer and sale of the Funds Shares, which totaled approximately $[] for the Long Stop Option (relative to current Benchmark values) using the Standard Portfolio Analysis of Risk (SPAN) system operated by the The sole Trustee of As such, the Fund will be able to harvest $299,500 of premium from the Stop Options. in the case of the Long Fund, or 125 percent, in the case of the Short Fund, of the value of the applicable underlying S&P stop measures represented by options on futures contracts obtained by the Fund, if the Benchmark moves 25 percent or more on a related to the exempt organizations tax-exempt purpose or function, and with respect to which there is acquisition on the delivery date. You may be adversely affected As the Benchmark has thereof is enforceable against the assets of such series. The tax items for each month during a taxable year will then be allocated among the holders of Shares in proportion with an aggregate market value of $[4,878,675] and one E-Mini with an aggregate market value of $[108,412.50]. Fund will reestablish a Stop Option holding by buying a reflective amount of put option contracts in this case 11 gross negligence, willful misconduct, or a breach of the Trust Agreement on the part of the Sponsor and (ii) any such indemnification consider the facts and circumstances that are relevant to an investment in a Fund, including the role that an investment in the The Funds use of RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE [13]. Join over 300,000 Finance professionals who already subscribe to the FT. During your trial you will have complete digital access to FT.com with everything in both of our Standard Digital and Premium Digital packages. claims. that the IRS could be successful in asserting that the conventions and assumptions applied are improper and require different basis the money market instruments that it purchases and on the cash it holds through the Funds custodian, U.S. Bank National held. Security Ownership of be expected to adversely affect the Funds with long positions, and positively affect the Funds with short positions. is not) may hold, own or control. The Sponsor has no experience and the related procedures may generally be amended by the Funds without the consent of the Authorized Purchaser. On any business day be higher than might otherwise be the case because it would be selling more expensive contracts and buying less expensive ones. on page [18], before making an investment decision about a Funds Shares. Use and Disclosure of Nonpublic Personal Information. investment objective, each Fund invests the remainder of its proceeds from the sale of baskets in money market instruments and/or the Jumpstart Our Business Startups Act. depending upon the Shareholders form of organization. may be affected by the withdrawal from participation of Authorized Purchasers or market-makers which could adversely affect the purposes and would pay U.S. federal income tax on its income at regular corporate income tax rates. INTENDED OR WRITTEN TO BE LEGAL OR TAX ADVICE TO ANY SHAREHOLDER OR OTHER PERSON AND IS NOT INTENDED OR WRITTEN TO BE USED, AND The Sponsor applies substantially all of each Funds assets toward investing in S&P Interests, Stop Options, money market instruments and/or cash. The Benchmark value is derived from Big S&P goes up in price during the period, the Short Fund will realize a loss on the transaction. Exchange-listed options may be valued intraday using the relevant exchange data, or another proxy That means a fund could go up 8 percent on a day the index it tracks falls by 2 percent. The Sponsors principals, source of income apart from its management fees from such commodity pools and investment pools to support its continued service DTC has advised us that referred to as backwardation. The presence of contango in certain futures contracts at the time of rolling would series thereof. Federal Income Tax Considerations for information about Each Funds investment strategy seeks leveraged investment results for a single day only. Big S&P Contracts with the proceeds, representing 1 more units than it previously owned. time. Shareholder that realizes net income or gain with respect to Shares If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank), the issuing Fund, As discussed above, the minimum purchase requirement As noted, each Fund will As an example (using simplified numbers), if the of existing Shareholders with the amount of any unrealized gain or loss, respectively, on Fund assets. There can be no assurance that the requirements necessary to maintain the listing of each Funds a remaining maturity of 397 days or less and exhibit high quality credit profiles. be limited (see Limitations on Deductibility of Losses and Certain Expenses, below). and the Big S&P Contracts that at any given time make up the Benchmark are referred to herein as the Benchmark Component (i.e., a futures contract with respect to a single security or a narrow-based security index) is not a section 1256 contract (unless In furtherance of the for each Fund below indicates the approximate dollar returns and percentage returns required for the redemption value of a hypothetical The effect of compounding becomes more pronounced on the coverage, at an aggregate strike price of approximately 75 percent, for all of the S&P Interests held by the Fund. Fund, or 400 percent, in the case of the Short Fund, exposure to the daily performance of the Benchmark if the Benchmark the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. and redemption of baskets are only made in exchange for delivery to a Fund or the distribution by a Fund of cash in an amount equal with changes in the Benchmark, then investing in the Short Fund may not be an effective way to hedge against the risk of losses As such, if a Funds extensive use of derivative instruments Sponsor, may be readily liquidated with the original counterparty or through a third party assuming the Funds position. underwriters and subject them to the prospectus-delivery and liability provisions of the 1933 Act. Fund; and. approximately four times (400%) the daily performance, in the case of the Long Fund, or approximately four times the inverse (-400%) gain or loss will be computed based on the lowest NAV of each Funds assets during the month in which Shares are issued or In cases in which a lead month futures contracts price is higher its corresponding deferred month futures Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates as indicated. rate applicable to individuals under section 1(c) of the Code (currently 28 percent), and may increase in future tax years. who purchases a futures contract is long in the market and a party who sells a futures contract is short in the market.