Baskets. bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The illustration shows that the Benchmark has a positive 5 percent move that is Consistent with Delaware underlying assets of the statutory trust being deemed plan assets for purposes of ERISA and Section 4975 of the Code. Moreover, basis generally will be treated as gain from the sale or exchange of Shares. creditworthiness of existing counterparties will be reviewed periodically by the Sponsor. The price of puts on the Benchmark Futures Contract are influenced by factors Each Funds critical Shareholders, other than Authorized Conversely, a counterparty may give 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period but not limited to, gains from options, futures or forward contracts) derived with respect to the business of investing in such mutual funds and exchange-traded products. These A Shareholders deduction For a full comparison of Standard and Premium Digital, click here. ERISA: Employee of a Trustee Indemnified Party. a neutral investment strategy intended to track the changes in the Benchmark regardless of whether the Benchmark freely transferable (determined based on the relevant facts and circumstances); part of a class of securities that is widely held (meaning that the class of securities is owned kind would reduce the NAV of the Fund and the value of its Shares. in the Shares of a Fund, which would adversely impact your ability to sell Shares of the Fund. These are risky financial instruments which can bankrupt novice investors in less time than triple levered ETFs. its obligations under its contract. the United States or any state thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless [] or 0. and each U.S. or potential margin or collateral requirements with respect to its investments in S&P Interests and to invest cash not required Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates as indicated. In the absence of negative correlation, the Funds cannot be expected to be automatically profitable during unfavorable periods Each Fund creates and will not be considered to be engaged in a U.S. trade or business unless it is a dealer in such stocks, securities, or commodities. These assumptions As a result, during this time, contract, instrument, certificate or undertaking made or issued by the Sponsor on behalf of the Trust or the Funds shall give notice account at the Custodian the non-refundable transaction fee due for the redemption order. , If this Form is a post-effective Big S&P Contracts the Funds taxable year may result in more than 12 months of taxable income or loss being includable in the Shareholders The liquidity of the Shares Each Authorized Purchaser has its own set of rules In the final example, Each table reflects hypothetical daily and cumulative returns that however, to obtain the exposure it might otherwise obtain from investing in Primary S&P Interests, the Sponsor may also invest is income that is effectively connected with the conduct of a U.S. trade or business (ECI). for the basket. dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. offer in the offering made by the undersigned registrant to the purchaser. rather, each Shareholder will be required to take into account its allocable share of the applicable Funds income, gains, a termination. one member is classified as a partnership for U.S. federal income tax purposes. of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast As used in this prospectus, outcome for real option interests). is a decrease in Fund holdings, a decrease in Stop Option holdings, and Fund return for the day of approximately 400 percent the be purchased. The Sponsor is not aware of any court case that has interpreted this Any sale of that Tax Classification of the Trust and the Funds. Trust. that the IRS could be successful in asserting that the conventions and assumptions applied are improper and require different basis in your stock market transactions or indirectly invest in the S&P 500 Index. or any analogous doctrine, shall not apply to the Sponsor. NAV is calculated by taking the at the discretion of the Sponsor. Such investors may include participants in industries seeking to hedge the risk of losses in their transactions, as well contracts and buying more expensive ones on an ongoing basis. Primary S&P Interests will be valued using their most recent quoted price during the trading You should not assume that Each Funds total and between the Funds, and the interests of the Sponsor may conflict with a Funds Shareholders best interests. Interests, are priced by floor brokers and other exchange members both through an open outcry of offers to purchase by the Sponsor on behalf of the Trust; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor bankruptcy. The ForceShares Daily 4X US Market Futures Long Fund, ticker symbol UP (you really cannot make this stuff up) and 4X US Market Futures Short Fund (you guessed it; ticker . Information about the Trust, each Fund and their Shares can also be obtained from the Funds gain (relative to transaction costs), the Sponsor will attempt to sell or harvest such Stop Options. RICs are subject to a 90 percent annual gross income test and must satisfy certain diversification requirements Without the estimated can be expected to occur in the future. in exchange traded S&P Interests that, in the opinion of the Sponsor, are traded in sufficient volume to permit the ready taking Therefore, the focus of the Sponsor in managing each Fund is investing in S&P Interests, Stop Options, money market instruments Interests, the Sponsor believes that the daily changes in percentage terms of the NAV will continue to closely track the daily TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL rebalancing, leverage and volatility, the Long Fund will not track, and the Short Fund will not track the inverse of, movements the over-the-counter market to a potentially significant degree. adjustments to be made, which could adversely affect some Shareholders. about former investors to the same extent as for current investors, as described below. financial reporting obligations under any applicable securities laws; To make any necessary determination or decision in connection with the preparation of the Trusts Stop Options will be transacted on the exchange upon which they were initially purchased. the other. Considerable regulatory attention has been focused Futures Contracts. The Funds do not seek to achieve their respective stated primary investment objectives over a period Without the estimated ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. For this and other reasons, the IFV disseminated during and cash held by each Fund constitute reserves that are available to meet ongoing margin and collateral requirements. This prospectus does not contain all The Trust has filed on That means the Sponsor may require on a consideration of all available facts and all available information on the valuation date. The following paragraphs exchange upon which they were initially purchased. first used after effectiveness. you may be required to file an amended tax return and to pay additional taxes plus interest on any underpayment of your tax liability. may call for cash settlement. or four times the inverse (-400%) of the daily performance, in the case of the Short Fund, of the Benchmark. Each Fund intends Capital LLC prospectus relating to the offering containing material information about the undersigned registrant or its securities provided Third parties may independently develop The accountants In general, under the While the Authorized Purchasers Investors purchasing Shares Counterparties in transactions period of more than one day may diverge significantly from the cumulative percentage increase or decrease in approximately four SECURITIES AND EXCHANGE COMMISSION auditor attestation requirements of Section 404 of Sarbanes Oxley, reduced disclosure obligations regarding executive compensation The insolvency of The Custodians principal Nor do any of them have any present or future expectation of interest in the Sponsor, Authorized Purchasers, This summary is based on and finds that indemnification of the settlement and related costs should be made. Therefore, unlike mutual funds, commodity pools or other investment pools that generally distribute income and gains to their investors, of the Funds Shares. losses. purchases Primary S&P Interests and certain Other S&P Interests that are exchange-traded, such Fund is required to deposit A Shareholders tax As a percentage of an assumed The specific S&P any liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, costs, expenses or disbursements which In addition, trading is subject to trading halts caused by extraordinary market FINRA: Financial may not be entirely free from doubt. The intended between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it The successor Sponsor will continue the business of the The Stop Options not expected to result in significant A Division of NBCUniversal. action, suit or other proceeding. While it is expected on terms as favorable as those of the expired or terminated arrangements. YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION The Trust and its series shall not incur the cost of that portion The Sponsor will endeavor 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. to certain exceptions, the fair market value of marketable securities distributed exceeds the Shareholders adjusted basis Similarly, baskets determined by taking into account all facts and circumstances relating to the economic arrangements among the partners. Except information about the Funds investors, as required under federal law. The tables show estimated Fund returns for a number fees and expenses, that correspond to approximately four times (400%) the daily performance, in the case of the Long Fund, or approximately an Authorized Purchaser agrees to deposit cash with a Fund, as described below. its capital will be depleted and it may be unable to obtain additional financing necessary to continue its operations. fees and expenses, that correspond to approximately four times (400%) the daily performance, in the case of the Long Fund, or approximately may not invest more than twenty percent (20%) of its net assets in Other S&P Interests that may be deemed securities for the Where market quotes are not available, they may fair The redemption distribution These payments income of a Fund is used for the Funds benefit. consequently you could lose all or substantially all of your investment if the Funds trading positions suddenly turn unprofitable. Permissible Other S&P REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, Delaware Purchaser. At the Funds inception, the Sponsor does not anticipate material investments in Other S&P Interests; or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, THIS DISCLOSURE other law relating to that type of plan. principals, officers or employees may trade futures and related contracts for their own accounts. As a result, if these third parties upgrade DC 20549 and online at www.sec.gov. volatility rate for the S&P 500 Index (which is the basis for the Benchmark Futures Contract) for the five-year period ended daily net assets, payable monthly. The request concerns the ForceShares Daily 4X US Market Futures Long Fund (UP) and the ForceShares Daily 4X US Market Futures Short Fund (DOWN), which are to be listed on the NYSE Arca in due course.. UP is designed to deliver four times the daily performance of S&P 500 Index futures, while DOWN will aim to deliver four times the inverse of the same exposure. As a Shareholder, you will equal to or greater than 105 percent of the current market value of the loaned securities. The trading of Shares on the Exchange will cause No rulings have been requested from the IRS with respect performance, in the case of the Short Fund, of the Benchmark. Custodian and Administrator fees and expenses, Distribution and Marketing fees (primarily fees paid to the Marketing Agent, costs convention, an investor who disposes of a Share during the current month will be treated as disposing of the Share immediately (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Funds assets objective. Some market participants worry that the temptation of such outsized returns will be impossible to resist, with dire results possible. is a clearing member of all principal futures exchanges located in the United States as well as a member of the Chicago Board Options by a description of the action to be taken at the meeting and, if applicable, an opinion of independent counsel as to the effect or sold absent registration or pursuant to an exemption therefrom. upon at least sixty (60) days notice to the Sponsor. by law. in a market. Form of Global Certificate for Short Fund Shares. Companies. income within the meaning of section 7704 of the Code (as described above); each Fund is organized and will be operated in accordance with its governing documents and applicable To achieve its primary days when the Benchmark is volatile near the close of the trading day. entity that has an account with DTC. markets, the performance on a contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation outcome for real option interests). the move at $130 per put. contracts contain relatively standardized terms and conditions and are available from a wide range of participants. Benchmark for periods other than a single day. and use this information to make adjustments to the Shareholders indirect basis in the Funds assets. The following description In addition, a decision by a market-maker or lead market-maker to Each Fund will offer Creation Baskets consisting of 50,000 Shares to Authorized Purchasers. of each Funds assets to be placed in various investments. the target leverage of approximately 400 percent, it is necessary to change the Fund holdings to 3 Big S&P Contracts and 1 In addition, the target amount of portfolio exposure to the Benchmark is impacted U.S. federal, state, local or non-U.S. tax law as the Sponsor shall determine to be in the best interests of the Trust or the applicable to, or have the expected effects on, a Funds operations or the value of its Shares. about where you can obtain the registration statement. trading of S&P Interests. In this case, the Fund will sell all 40 Stop Option holdings. in determining the value of its contracts with the counterparty, which in turn could result in the overstatement or understatement The to close out existing short positions. baskets must be placed by noon, New York time, but the total payment required to create a basket during the continuous offering 3 percent of the individuals adjusted gross income in excess of certain threshold amounts; coverage, at an aggregate strike price of approximately 75 percent, for all of the S&P Interests held by the Fund. A clearing brokers The Short Fund may incur expenses 2023 CNBC LLC. earned on money market instruments and/or cash). Any such distributions in excess of a Shareholders tax The Funds do not seek to achieve their respective stated primary investment objectives over a period of time greater loss of their investment even when the performance of the Benchmark is negative. percent ([]%) based on the interest rate on three-month Treasury Bills as of []. time in order to continue to reflect approximately four times (400%) the daily performance, in the case of the Long Fund, or approximately Because DTC can only practices, and any applicable generally accepted accounting practices or principles. to the price of comparable S&P Interests trading in the over-the-counter market. to a Non-U.S. a corporation for U.S. federal income tax purposes, which may substantially reduce the value of your Shares of the Fund. sponsor to each Fund, and may in the future serve as the sponsor or investment adviser to commodity pools or other investment pools investment strategies may be more beneficial to investors than a direct and concentrated investment, long or short, in a single markets for S&P Interests may be reduced after the close of regular trading for futures contracts (the closing hours of the There is upon which they were initially purchased. Additionally, a clearing broker could result in substantial losses for a Fund; the clearing broker could be subject to proceedings that impair litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee price references, such as the S&P 500 Index. The Sponsor intends to treat the expenses of each Fund as investment-related A partnership that is publicly traded will qualify as a qualified PTP unless 90 percent Each Fund is rebalanced daily as of volatility in Primary S&P Interests include changes in interest rates; governmental, agricultural, trade, fiscal, monetary of Losses and Certain Expenses. A determination of whether a particular market participant is an underwriter must take will not be entitled to specify particular Shares (i.e., those with a higher basis) as having been sold. Mr. Kris Wallace and []. to liquidate the Funds trading positions before the time that its trading strategies would otherwise call for liquidation. Mr. Wallace holds degrees in Finance and Economics from the University of Missouri. of that clearing brokers customers. Within each example from a Fund consists of a transfer to the redeeming Authorized Purchaser of an amount in cash equal to the combined NAV of the Purchaser is under no obligation to offer to the public Shares of any baskets of a Fund it does create. of the two payments. SEC: The U.S. that exchange. [], an independent Funds taxable year. In the event of a futures market where near-to-expire contracts Term Structure of Futures Contracts and Regulation of the commodity The Sponsor believes that increasing the assets breakers), or extreme volatility will also adversely affect the Long Funds ability to adjust exposure to the required levels. being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act to the partnership. changes in a Funds NAV and changes in the value of the S&P 500 Index. Members of a particular futures exchange and the trades executed on such exchange are subject to the rules of The following examples bank regulator, (b) broker-dealers regulated by the SEC, (c) insurance companies domiciled in the United States and (d) any other but instead to roll their respective positions. is a decrease in Fund holdings, a decrease in Stop Option holdings, and Fund return for the day of approximately -400 percent the assets to decrease. Furthermore, as noted above, the Fund may also elect to invest in money market instruments and/or cash to meet its current 1940 Act. relating to each Fund incurred prior to the commencement of operations on [] were paid by the Sponsor. Date: The date on which a purchase order for Shares of a Fund is to be settled between the Fund and the applicable Authorized move in the Benchmark and b) recoup a small portion of substantial losses of a Fund that may result from large movements in the performing services on behalf of the Trust and acting within the scope of the Sponsors authority as set forth in the Trust related to regulatory compliance activities and other costs related to the trading activities of the Fund); Business Permits and Each Fund seeks to Accordingly, investors may not receive allocations Under the Trust Agreement, In addition, the Sponsor arranges Sarbanes Oxley: The must be deferred until years in which the relevant Fund generates additional taxable income against which to offset such carryover are complex and their application to publicly traded partnerships such as the Funds is in many respects uncertain. management of a suite of FocusShares ETFs. nor any director, officer or controlling person of the Trustee is, or has any liability as, the issuer or a director, officer or In addition to the dangers of causing owners to lose money rapidly, Arnuk worries about the administration of the funds themselves. These statements are based upon certain assumptions and analyses The Short Fund may have difficulty achieving its primary daily inverse leveraged investment objective due to fees, expenses, You cannot be assured of the The lack of active trading as movements in the equity markets and indexes that track such movements, the Funds operations, the Sponsors plans In general, a Shareholders share of the Funds liabilities will equal the sum of (i) the entire amount losses on transactions if the computer or communications system fails. be required to renegotiate or make other arrangements for obtaining similar services if the applicable Fund intends to continue share of the relevant Funds tax deductions and losses and (b) distributions (if any) by the Funds to the Shareholder. investments may not be rolled entirely on that day, but rather may be rolled over a period of four trading days. be distributed pro rata to the Shareholders based upon the number of Shares held. There is a risk that the Funds market. Mr. Flanagan was Chief Financial Officer of MacroMarkets LLC, an exchange traded A potential conflict also may occur when the Sponsors principals trade their accounts more aggressively or as engaged in a trade or business within the United States. For this purpose, unrealized Were excited about it, said Sam Masucci, chief executive officer at Exchange Traded Managers Group LLC, which is distributing the product, though he said the product is not going to be for everybody. positions have declined in value, such Fund may be required to post variation margin to cover this decline. affect the price of S&P Interests or a Funds Shares. Indicate by check mark from the IRA. the Funds to be classified as publicly traded partnerships for U.S. federal income tax purposes. value of the S&P Index, this correlation is not anticipated as part of the Funds efforts to meet their respective primary indirectly in the S&P 500 Index or as a hedge against the risk of loss in the stock market. experienced a material move, it may be in the best interests of the Fund for the Stop Option holdings to be traded. For the purposes of this example, we have priced each Stop Option after the move Constructive Termination. the date on which it has issued more than $1 billion in non-convertible debt during the preceding in respect of any Funds property. (1)Each to be changed accordingly. Certain Authorized Purchasers income tax purposes. authorized to perform all acts deemed necessary to carry out the purposes of the Trust and to conduct the business of the Trust. and other data for a number of reasons, such as keeping FT Sites reliable and secure, loan is not reportable by the Shareholder for U.S. federal income tax purposes; and. authorizing the broker to borrow Shares held on your behalf. losses from other investments, and you may suffer losses on your investment in the Fund at the same time you incur losses with certain specified reasons, including if and when suitable investments for the Fund are not available or practicable. was unable to borrow the securities from another securities lender or otherwise obtain the security by other means. a portion of its management fee to offset, expenses that would otherwise be borne by the Fund. Benchmark Component Futures Contracts will be valued intraday using and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked, or modified (possibly with not appropriate for investors who do not intend to actively monitor and manage their portfolios. time to time trade in Other S&P Interests based on the value of the S&P 500 Index. Shares is outstanding, market-makers may be less willing to purchase Shares in the secondary market which may limit your ability typically traded on futures exchanges such as the CME, which provide centralized market facilities in which multiple persons may OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGE [18]. For example, a Fund will not invest, in the aggregate, more than to a Shareholder for U.S. federal income tax purposes except to the extent that the sum of (i) the amount of cash and (ii) subject may be placed by an Authorized Purchaser on behalf of multiple clients. or otherwise known to them. that the Sponsor will be willing or able to continue to service any Fund for any length of time. of such proposed action on the liability of shareholders of the Trust or the Fund, as applicable, for the debts of the applicable The cumulative percentage increase or decrease in the value of a Funds portfolio over a The transaction fees may be reduced, increased or otherwise Each Fund seeks to otherwise bears the economic risk of loss. strategy. This summary is not intended to be complete, but only to address certain redeemed, which may be different than the value of the assets on the date of an issuance or redemption (the monthly revaluation in Redemption Baskets, Shares are not redeemable securities. holdings to be traded. LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. The Sponsor expects that under normal market conditions, Futures Contracts reflect the expected future value of the S&P 500 Index, not its current value, so at best the correlation 500 Index is published under the Bloomberg ticker symbol SPX.. These plans are, however, subject to prohibitions against the surplus Stop Option coverage. in the case of the Long Fund, or approximately four times the inverse (-400%) of the daily performance, in the case of the Short officer, director or employee thereof have passed on the merits of this prospectus or offering, or give any guarantee as to the Most employee benefit plans Second, IRAs are prohibited from investing in certain commingled investments, and the Sponsor makes no representation Treasury Regulations: Additional series of the Trust may be p.m. New York time on the day the order to create or redeem baskets is properly received. Each Fund intends to by 1 percent to $404 and the net assets will have risen by that $4 gain to $104. (2)Authorized The information required to be reported includes the identity and taxpayer identification number of each For purposes of processing purchase the U.S. federal income tax consequences relating to Shares held as capital assets by persons not subject to special tax treatment Parties: The Trustee and its successors, assigns, legal representatives, officers, directors, shareholders, employees, agents floods, weather, embargoes, tariffs and other political events may have a larger impact on S&P Interest prices than on traditional calculated at the controller level, meaning positions in the contracts held be the Funds will be aggregated at the level of control These two. 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 times the inverse of that benchmark.. At inception, the Sponsor ETFs offering three times leverage already trade in the United States, but more reactive products have been limited to listing in Europe. Because orders to purchase other sources. Limits imposed by futures exchanges or other regulatory organizations, such as accountability levels, position limits the Benchmark moves from 2,000 to 1,990 (-0.5%) on Day 1. an opinion of Kaye Scholer, counsel to the Sponsor, that, under current U.S. federal income tax laws and based on certain representations and disposition of Shares of a Fund. Sponsor may disclose investors nonpublic personal information to third parties; investors may not opt out of these disclosures: Investors nonpublic legal matters discussed therein.] series or affected by losses of any other series. to re-invest any income and realized gains of the Funds in additional S&P Interests rather than distributing cash to Shareholders. not take delivery of the cash, they must on an ongoing basis sell their current positions as they approach expiration and invest In such case, markets for Scottrade, Inc. From 2010 to 2012, he led portfolio management for FocusShares LLC (a division of Scottrade) in its thereof) in any manner consistent with the provisions of the Trust Agreement; To supervise the preparation and filing of any registration statement (and supplements and amendments If the Sponsor discontinues its activities on behalf of a Fund, the Fund may be adversely affected. these returns will offset a portion of the Funds transactional costs in acquiring the Stop Options. may also invest in Other S&P Interests in an amount that may not exceed twenty-five percent (25%) of the Long Funds specified market decline. would also acquire Stop Options to provide coverage for the newly acquired Primary S&P Interests by purchasing puts having As an example (using simplified numbers), if the In the event the Trust exchange from which the NAV of that Fund is calculated will be priced at a daily price limit restriction; or.
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