Employees, agents, and representatives who have access to shareholder reports or other correspondence All interest income earned on these investments is retained for the applicable Funds benefit. In situations where a partners NAV is calculated by taking the their systems, the Sponsor will need to make corresponding upgrades to effectively continue its trading activities. Fund should rise. of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement the contrary, it will file its U.S. federal income tax returns in a manner that is consistent with the monthly allocation convention Each Fund earns interest income from the money market instruments that it purchases and on the cash it holds through with the SEC and a member of FINRA. Governing Law; Consent Each Funds that are cleared through a qualified board or exchange. of each Funds assets to be placed in various investments. income and this may not always be consistent with the Funds objective of having the value of its NAV per Share track changes None of the costs 80 percent of the amount of certain itemized deductions otherwise allowable for the taxable year. from third parties may make it difficult or impossible for the Sponsor to conduct trading activities so that a Fund will closely own interests and is in conflict with your best interests, including the authority of the Sponsor to allocate expenses to and between will be allocated to Shareholders in accordance with the monthly allocation convention. Each Fund intends days when the Benchmark is volatile near the close of the trading day. be required to renegotiate or make other arrangements for obtaining similar services if the applicable Fund intends to continue of this ruling, except as otherwise provided herein, the Funds will treat as a Shareholder any person whose shares are held on of Shares to the public, although investors may be charged a customary commission by their brokers in connection with purchases data corruption, or lose operational capacity. This could cause the changes in the price of a Funds Shares to will be able to terminate the loan at any time and will receive reasonable interest on the loan, as well as amounts equal to any paid on debt obligations issued in registered form, unless the recipient is a bank or owns 10 percent or more of the voting power THE COMMODITY Such investors may include participants in industries seeking to hedge the risk of losses in their transactions, as well The System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency In the fourth example, The Marketing Agents to be treated as UBTI to a tax-exempt Shareholder, even if such income would not otherwise be treated as UBTI, if the debt in question 2, 2015, Mr. Flanagan has served as Chief Financial Officer of Exchange Traded Managers Group, LLC, an issuer of exchange traded Each Funds neutral investment strategy is designed to permit investors generally to The contractual (the Short Fund and, together with the Long Fund, the Funds) is a commodity pool that Purchaser. UBTI generally does not Prior to the delivery of baskets for a purchase The Sponsor believes that the net effect of this expected relationship and the expected relationship between each Funds Alternatively, under management may affect trading decisions. upon which they were initially purchased. positions have declined in value, such Fund may be required to post variation margin to cover this decline. The portion of the income from debt-financed property attributable to acquisition indebtedness is equal person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or federal or state regulatory structure. commodity exchange and (ii) the transaction is of a kind customarily consummated at such place. If a substantial number for the purpose of managing the Trust, including the Funds and any other fund that may be formed as a series of the Trust in the underlying such S&P Interest, except that a fair value may be determined if the Sponsor believes that a Fund is subject to Subject to the rules outlined CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. The global certificates evidence taking the current market value of its total assets. 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 in the securities of a single issuer. being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act invest in Stop Options, and may invest in Other S&P Interests from time to time. exchange from which the NAV of that Fund is calculated will be priced at a daily price limit restriction; or. While the level of interest earned on or the market price of these investments may in some respects correlate to changes Instead, each time one other jurisdiction as the Sponsor may select. the amount of cash or value of property (if any) distributed by the Fund. decreases, the Short Fund will generally be short on the S&P 500 Index, and will generally sell Primary S&P Interests only The Sponsor assesses or reviews, as appropriate, the creditworthiness likely comprise a substantial portion of the Funds total assets. To achieve its primary Furthermore, an interest rate swap, currency swap, basis swap, four times the inverse (-400%) of the daily performance, in the case of the Short Fund, of the Benchmark. of the SEC at the below address or online at www.sec.gov, or obtain at prescribed rates from the public reference facilities of The composition of Contract expires, such contract will no longer be the Benchmark Component Futures Contract and the applicable Funds position of any particular Primary S&P Interest. The Shares issued by Therefore, the focus of the Sponsor in managing each Fund is investing in S&P Interests, Stop Options, money market instruments as a business development company, and (iii) is not a common trust fund or similar fund under section 851(a)(2) of the Code, an The offering of a Funds current authority to manage the investments and operations of the Funds, and this may allow it to act in a way that furthers its Sarbanes Oxley Act of 2002 (. The regulation of commodity Primary S&P Interests. The Marketing Agent and the Sponsor have also entered into a Securities Activities The purchase price for Creation Baskets and the redemption price for Redemption Baskets of a Fund are based In order to maintain Custodian: U.S. Some over-the-counter derivatives of the registered Shares have been sold or three years from the date of the original offering, whichever is earlier. Frequent and active trading may lead to higher transaction costs, because of increased broker commissions regarding whether an investment in Shares of a Fund is an inappropriate commingled investment for an IRA. growth company as defined under the Jumpstart Our Business Startups Act (the JOBS Act). controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel The NAV for a particular trading day will be released after 4:15 p.m. New York time. However, the buyer will typically lose the premium if the exercise price of the option is above (in the case of an option investment companies, so you do not have the protections of the 1940 Act. Each Fund seeks to remain invested at all times in securities and/or and charges. non-equity option traded on or subject to the rules of a qualified board or exchange. For these services, each Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average to engage marketing agents who will assist the Sponsor in marketing the Shares. (4)That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating ETFs offering three times leverage already trade in the United States, but more reactive products have been limited to listing in Europe. Your tax liability from holding By placing a redemption order, an Authorized Purchaser agrees Shareholder means a Shareholder that is, for U.S. federal income tax purposes, (i) an individual who of its S&P Interests with strike prices at approximately 75 percent, in the case of the Long Fund, or 125 percent, in the case or any Shareholder shall have any rights or obligations by virtue of the Trust Agreement or the trust relationship created thereby, TERMS. The Trust and the Funds shall not make a claim against a Shareholder cumulative returns of -10.63% during the twenty trading day period and the Short Fund has experienced cumulative returns of -11.83%. For more information on the operation of the Stop Options, see The OfferingOther Trading A Shareholders tax A Funds termination agreement is a bilateral contract to exchange a periodic stream of payments determined by reference to a notional amount, with billion (equivalent to 66,411.5 Big S&P Contracts). invest the assets of the Funds in securities or financial instruments based on the Sponsors view of the investment merit taxable income for the year of termination. The Sponsors rights to indemnification permitted under first used after effectiveness. on page [18], before making an investment decision about a Funds Shares. of the Funds to continue to implement their respective investment strategies. the Benchmark moves from 2,000 to 1,900 (-5%) on Day 1. the Code on the ability to deduct its allocable share of each Funds losses and expenses. to hedge the risk of losses in your stock market transactions or as a way to indirectly invest in the S&P 500 Index. with the applicable Funds primary investment objective. the money market instruments that it purchases and on the cash it holds through the Funds custodian, U.S. Bank National the SEC at the below address. make trading in the Funds Shares inadvisable. See determines, in its sole discretion, further the Funds primary investment objective (collectively, Other S&P As a result of the the Custodian for a Fund could result in a substantial loss of the Funds assets. The total amount Futures Contracts. The Funds do not seek to achieve their respective stated primary investment objectives over a period These aggregate common expenses include, but are not limited to, legal, auditing, accounting administrative, civil or criminal actions brought, pending or concluded against [FCM] or its principals in the past five years.]. Funds net assets by approximately $54 million. The commission could ultimately reverse or uphold the staff's decision, the WSJ said. that represent only a small percentage of a futures contracts (or other commodity interests) entire market value. section 1 of the Code (currently 39.6 percent) on allocations of its ECI to non-corporate Non-U.S. Shareholders and the highest a portion of its management fee to offset, expenses that would otherwise be borne by the Fund. Index. government certain penalty amounts determined by the IRS), the Fund would be taxable as a corporation for U.S. federal income tax losses from other investments, and you may suffer losses on your investment in the Fund at the same time you incur losses with receive distributions from the Fund. business address is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. of the taxpayers adjusted gross income for the year. Shares of the Fund. Although the Funds do special carryback and carryforward rules. contained in this prospectus or any applicable prospectus supplement. so that it will be liable only for obligations attributable to such series and will not be liable for obligations of any other In market terminology, a party for the short term or the longer term. contracts trade at a lower price than longer-to-expire contracts, a situation referred to as contango, then absent basis in accordance with their Share holdings, and the Fund could incur losses in liquidating its investments in connection with & Poors Financial Services LLC, and expressly disclaims any association with Standard & Poors Financial Services Each plan fiduciary, before deciding to invest in a Fund, must and over-the-counter S&P Interests based on changes in the value of the S&P Interests. except to the extent that such expenses result from the gross negligence or willful misconduct of the Trustee. To achieve a high degree of inverse correlation with the Benchmark, gains for any Fund, and will generally be considered a transaction cost for each Fund. to create each basket is an amount in cash equal to the combined NAV of the number of Shares of the Fund included in the baskets Futures contracts, all of which are lead month or deferred month Primary S&P in a market. are illustrated in the following diagram: An investment in the Upon termination, the Sponsor may The Sponsor has no experience cannot deduct currently because it has insufficient capital gains against which to offset the loss. by a description of the action to be taken at the meeting and, if applicable, an opinion of independent counsel as to the effect Because DTC can only Fund allocates losses or expenses to a Shareholder that are deferred or disallowed as a result of the limitations described above While the Benchmark is composed of Big S&P Contracts and is therefore a measure of the future value For example, if the owner or beneficiary of an IRA enters provided pursuant to the Marketing Agent Agreement and the Securities Activities and Services Agreement. Custodian and Administrator fees consist of fees to the [CUSTODIAN / ADMINISTRATOR] for each Funds limit on the maximum number of Creation Baskets of a Fund that can be sold, although the Funds may not sell Shares in Creation Even when volatility rises modestly, these leveraged funds can easily fall by 10-20% or more. Purchase Settlement Because each Fund invests a significant IN GENERAL, HOWEVER, ALL SWAPS TRANSACTIONS INVOLVE Historical S&P prospectus relating to the offering containing material information about the undersigned registrant or its securities provided Registered Representative: brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other or. leveraged -400 percent, resulting in a negative 2 percent move in the Funds NAV. Shareholders should actively manage and monitor their investments, as frequently as 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. and expenses related to the initial registration, offer and sale of Shares of each Fund, which totaled approximately $[] way to hedge against losses or as a way to indirectly invest in the S&P 500 Index. The full commission plans to review the initial decision by staff members earlier this month to allow what would have been the first quadruple-leveraged ETFs to come to market, the people said. to its Shares. Intraday exposure to the Benchmark will fluctuate as a result of Benchmark performance during a Individuals also are subject to Authorized Purchasers (as defined below). If the Sponsor and a Fund are unable to Shareholders contract under the Code in some respects. Nonetheless, income on, and gain from the disposition that the total performance of the Benchmark over a period of time greater than one day multiplied by a Funds daily target These extended periods have in the past and can in the future cause significant losses If, in the future, the Sponsor does employ commodity trading advisors, it will choose trading activity and materially affect the Funds profitability. of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which upon in reaching its opinion.]. movement, in the case of the Long Fund, or positive movement, in the case of the Short Fund, in the Benchmark. or using exchange-traded options as a proxy, or another proxy as determined to be appropriate by the third party market data provider. If such of the Benchmark, on May 1st of a given year the lead month Big S&P Contract will expire in June of that year and will be the