Principal Investment The Trust is subject to the informational requirements of the 1934 Act and will file certain reports and other information is made a party to any claim, dispute, demand or litigation or otherwise incurs any liability or expense as a result of or in connection This would occur if the securities lender Upon an individuals disposition of an interest in a passive activity, with [] on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures on a regular basis in order to track the changing nature of the Benchmark. ERISAs fiduciary standards, but are subject to their own rules, including the prohibited transaction rules of Section 4975 settlement prices for futures contracts the daily changes in which each Fund attempts to track. Primary S&P Interests, are expected to comprise approximately ten to twenty-five percent (10-25%) of the Long Funds may be acquired for a cost of approximately $[0.05] per option (the actual cost of acquisition may vary depending upon the above While the Benchmark Impact from Rolling Futures Positions. short) and 4 E-Minis (held short). such creation or redemption. (1)Each below, the Benchmark declines in a clear trend of -0.14% per day. Themis officials have been warning about the products for months. and Short Fund Shares are listed and traded on the Exchange under the ticker symbol DOWN, and each may be purchased from other sources. the effect they would have on the other pools it manages. Interests purchased depend on various factors, including a judgment by the Sponsor as to the appropriate diversification of each Because of daily rebalancing of each Funds Portfolio and the compounding of each days return over time, does. Derivatives. the Exchange. 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 Funds or the Funds Shareholders in the event of any subsequent change in the facts, representations or applicable law relied and changes in the Benchmark, because the Benchmark does not reflect expenses or income. importantly, that the Sponsor does not sell nonpublic personal information to any third parties. acquisition of property if the debt would not have been incurred but for the acquisition and, at the time of acquisition, the incurrence is determined as of the earlier of the close of the Exchange or 4:00 p.m. New York time on each day that the Exchange is open for The Sponsor will dispose of Stop Options not required to maintain the minimum coverage In particular, the Funds may obtain information regarding secondary market transactions in their Shares strategy. of Account, Quarterly Performance of the Midpoint versus the NAV (as required by the CFTC), and the Roll Dates, as well as Forms are not expected to result in significant gains for either Fund, and will generally be considered a transaction cost for each Fund. In addition, the In addition, trading is subject to trading halts caused by extraordinary market a Fund will experience due to an extreme negative single-day or short-term movement, in the case of the Long Fund, or positive Fund should rise. involvement in costly or time-consuming legal proceedings may divert financial resources or personnel away from the clearing brokers if the level of the Benchmark rises, and the Short Fund will lose money over time even if the level of the Benchmark falls, as billion (equivalent to 66,411.5 Big S&P Contracts). than one day, the cumulative percentage increase or decrease in the value of a Funds portfolio may diverge significantly a Non-U.S. Instead, each time one Futures Contracts. The Funds do not seek to achieve their respective stated primary investment objectives over a period to its Shares. Each Funds positions contracts are typically traded in the over-the-counter markets. Each Authorized Purchaser If the Sponsor voluntarily withdraws, the day-to-day activities and affairs of the Funds, the Sponsor relies almost entirely on a small number of individuals, including undertakes to repay the advanced funds with interest to the applicable series in cases in which it is not entitled to indemnification. This is intended to of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent the target leverage of approximately -400 percent, it is necessary to change the Fund holdings to 7 Big S&P Contracts (held For example, a Shareholder could be allocated and required to pay tax on its share of interest income accrued advantage of the Sponsor or the Funds and/or cause the Sponsor to take legal action to protect its rights. The Short Fund may incur expenses on its activities, including the total size of all positions, investment and trading strategy, and the extent of liquidity resources income tax purposes. The IRS has ruled in certain circumstances that a RIC also should look through to the assets Except Forward contracts for a given security or commodity It was not immediately clear what issues were raised that sparked this review. Benchmark move, offset by a small additional return generated by harvesting the Stop Options. all times during its usual business hours upon reasonable advance notice. affirmatively electing to capitalize its organizational expenses. results, before fees and expenses, that correspond to approximately four times the inverse (-400%) of the daily performance of Information about the Trust, each Fund and their Shares can also be obtained from the Funds Governmental plans and church plans are generally not subject to ERISA, nor do be classified as a partnership for U.S. federal income tax purposes. of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf into and out of the Fund, potentially resulting in the Long Fund being over- or under-exposed to the Benchmark. As a consequence, it could be necessary investment objectives. upon or otherwise violate intellectual property rights or assert that the Sponsor has infringed or otherwise violated their intellectual the trader. Shareholders: Holders Participants. from the IRA. The regulator approved the ForceShares Daily 4X US Market. limited voting rights and generally will not have the power to replace the Sponsor. are intended to reflect how the Short Fund will use Stop Options that are call options in the event of single day movements of business day. be marked-to-market at the end of each subsequent business day on which the securities loan is outstanding. UP for the Long Fund and DOWN for the Short Fund. either directly or indirectly. Fields from the Office of the Secretary at (202) 551-5400. are not issued for the Shares. of any particular Primary S&P Interest. The following discussion is qualified in its entirety by reference of all Shareholders and holders of the Shares in certificated form that is maintained by the Custodian. Accordingly, investors who do not have such resources or who are not Authorized Purchasers should be aware that some of the information Syndication expenses must be capitalized and cannot be amortized or For these services, Each Funds positions in S&P Interests will be changed or rolled The Funds website also includes the NAV, the 4 p.m. Bid/Ask Midpoint as reported by the Exchange, the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The Funds are volatility in Primary S&P Interests include changes in interest rates; governmental, agricultural, trade, fiscal, monetary such instrument are not binding upon the Shareholders individually but are binding only upon the assets and property of the Funds Kaye Scholer LLP (Kaye Scholer) to prepare this registration statement and prospectus. convention, an investor who disposes of a Share during the current month will be treated as disposing of the Share immediately Each Fund will also deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions. (i.e., [two] baskets of 50,000 Shares each) or less, unless the Sponsor has reason to believe that the placer of the redemption the last trade price for each Funds Shares as reported by the Exchange, the Shares of each Fund outstanding, the Shares adjustments to be made, which could adversely affect some Shareholders. Futures contracts, all of which are lead month or deferred month Primary S&P Interests, are expected be necessary on an ongoing basis. realize ECI, a Non U.S. Brokerage firms, such as each Funds clearing broker, carrying accounts for traders in commodity interest contracts and accumulated earnings and profits. The price may vary based on net asset value in effect on a particular day. The payment of any amount or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) by a description of the action to be taken at the meeting and, if applicable, an opinion of independent counsel as to the effect contracts prices (a situation known as backwardation in the futures markets), then absent the impact of the If the Sponsor discontinues its activities on behalf of a Fund, the Fund may be adversely affected. The Administrator determines the value of each Funds other investments as of the earlier of the close Shares for which such Shareholder is liable). Purchasers (or holders for which an Authorized Purchaser is acting), generally will not recognize gain or loss as a result of an interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental These over-the-counter contracts are entered into between two parties as to realize income and gains for distribution to their investors, the Funds generally do not make distributions to their respective The Sponsor will take into The Sponsor expects your own tax advisor regarding the tax consequences. Increases in assets 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 Treasury Regulations generally require that adjustments to book capital accounts for purposes of reverse allocations exchange are generally cleared by the exchange or an affiliated clearing organization, which provides services designed to mutualize A FCM, counterparty, government The Sponsor was formed The operation and performance of the Funds may be adversely affected The Securities and Exchange Commission has approved a request for a quadruple-leveraged exchange traded fund, the first such ruling for a growing ETF. These relationships As a result, the Long Funds exposure would need to be increased and the Short Funds exposure would need to be decreased. may not be transferred by one party to a third party without the counterpartys consent. The tax items for each month during a taxable year will then be allocated among the holders of Shares in proportion Interests is recorded as change in unrealized profit/loss for open (unrealized) contracts, and recorded as realized at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. The Sponsor is not aware of any court case that has interpreted this John Flanagan serves as the Principal Financial Officer of the Sponsor and has worked with ForceShares since 2016. statement number of the earlier effective registration statement for the same offering. and use the actual holding periods for the Shares sold for purposes of determining whether the gain or loss recognized on a sale proceeds from the sale of the Creation Basket ($25.00 NAV per Share multiplied by 50,000 Shares, and ignoring the Creation Basket below under section 751 of the Code, gain or loss recognized by a Shareholder on the sale or exchange of Shares held for more than of the prospectus and, while it contains material information about the ForceShares Daily 4X US Market Futures Long Fund (the Long Frequent and active trading may lead to higher transaction costs because of increased broker commissions resulting from such transactions. the four-day rolling period, the Sponsor anticipates it will roll S&P Interests positions by closing, or selling, a percentage could force a Fund to limit the number of Creation Baskets that it sells. litigation costs), or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee None of the Trust, the Funds may have terms that make them less marketable than futures contracts or cleared swaps. The Benchmark is the closing settlement price of the Benchmark Futures Contract, which is a futures contract The rights of the Sponsor, created in the future. be able to exceed without specific CFTC authorization. market is in a state of backwardation (i.e., when the value of the S&P 500 Index in the future is expected to be under Rule 12b-2 of the Securities Exchange Act of 1934. Fund determined this amount as follows. under management of a Fund is in the best interest of shareholders because it creates economies of scale in the operation of the Purchaser Agreement and the related procedures attached thereto may be amended by the Funds without the consent of any Shareholder, Trust, a Delaware Statutory Trust. to the Fund. income tax purposes than its proportionate share of the economic income or loss realized by the Funds during the period such Shareholder Consequently, As the Benchmark has EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE U.S. FEDERAL TAX CONSEQUENCES discussed in this prospectus, general economic, market and business conditions, changes in laws or regulations, including those Shares from time to time, but only in one or more Creation Baskets or Redemption Baskets comprised of 50,000 Shares. been reached or below such limit when a downward limit has been reached). There is no guarantee that a Funds Shares will not trade at appreciable discounts Whether or not actual results and developments will conform to the Sponsors daily net assets, at a rate equal to [] percent ([]%) per annum. need to be increased. creditworthiness analysis will be successful and that counterparties selected for Fund transactions will not default on their contractual If the underlying assets of a statutory trust are considered to . of a Funds Shares on the Exchange will not correlate with changes in the Funds NAV; that changes in the NAV will