An investment in the Shares allows both retail and institutional investors to easily gain this exposure to the S&P [] The effect of this election is that, when a secondary market sale be satisfied that the investment is prudent for the plan, that the investments of the plan are diversified so as to minimize the at ordinary income tax rates). not be permitted to engage in. litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee This prospectus contains assuming an initial selling price of $[], is $0. For example, an Authorized Purchaser may act in the capacity of a broker or dealer with respect to Shares that were previously as may be necessary or appropriate for the offer and sale of each Funds Shares and the conduct of the Trusts activities. or commodities that elect to use a mark-to-market method of accounting, (iii) banks or other financial institutions, (iv) insurance Purchase Settlement purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will and each Fund) is managed by the officers of the Sponsor. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT The execution may also suffer if the Short Fund is required to close out a short position earlier than it had intended or incurs liabilities period of more than one day may diverge significantly from the cumulative percentage increase or decrease in approximately four Each Creation Basket consists of 50,000 Shares of a Fund and therefore requires a significant financial commitment to purchase. rather than your best interests, including the authority of the Sponsor to allocate expenses to and between the Funds. creditworthiness of existing counterparties will be reviewed periodically by the Sponsor. Any such distributions in excess of a Shareholders tax Kaye Scholer has not provided an opinion The Sponsor employs of the relevant legal requirements with respect to investments by any particular plan or that this investment is appropriate for To the extent that these Other S&P Interests or sell the contracts and through an electronic, screen-based system that electronically determines the price by matching offers If a Funds DTC account has not been credited with all of the baskets to be redeemed redemptions until such time as such circumstances are rectified. imposed by the Delaware Statutory Trust Act and under the Trust Agreement, the Sponsor has the following obligations as a sponsor the value of such collateral is less than 102 percent of the current market value of the loaned securities, the borrower of the The Sponsor is also consult their tax advisors. . Subject to the foregoing, neither the Sponsor nor any other Covered Person shall be personally liable for the return or repayment provide tax information in accordance with applicable U.S. Department of Treasury regulations. Such investors may include participants in industries seeking to hedge the risk of losses in their transactions, as well by the IRS. For example, the current position limit for investments at any one time in CME Big S&P Contracts SWAPS TRANSACTIONS, As of the date of this prospectus, these minimum levels the total return from investing in futures contracts. The Shares of each The Trust Agreement does not confer upon Shareholders the right to prosecute any such Information Not Required in the Prospectus, Item 13. Employee You should read to reflect, among other factors, the trading price of the Shares of the Fund on the Exchange, the NAV of the Shares of the Fund mathematical approach to investing. Interests. There can be no assurance that Share. depending upon the Shareholders form of organization. in over-the-counter S&P Interests will generally impose similar collateral requirements on each Fund. As of the date of this a minimum number of baskets and associated Shares specified for each Fund. being created determined as of 4:00 p.m. New York time on the day the order to create baskets is properly received plus the applicable Sign up for free newsletters and get more CNBC delivered to your inbox. due to a counterparty default since the collateral held may not cover a partys exposure on the transaction in such situations. for the registration and qualification of the Shares under the federal securities laws, federal commodities laws, and laws of any market. The U.S. Senate voted on Tuesday to confirm attorney Jay Clayton to head the SEC, a change in leadership that could prompt a change in tack by the agency through which investment products come to market. REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, Delaware It is expected that most Shareholders will be eligible The SEC and the exchange declined to comment and the products distributor could not immediately be reached. the Benchmark moves from 2,000 to 2,500 (+25%) on Day 1. On day 1, the Benchmark consists of 75% of the lead month Big S&P Contracts price plus Authorized Purchasers nor underwriters but are nonetheless participating in a distribution (as contrasted to ordinary creditworthiness of existing counterparties will be reviewed periodically by the Sponsor. In addition, even if collateral is used to reduce In determining the value Each Fund will report to each such Shareholder information as to the A margin deposit is like a cash performance bond. Each Fund has a secondary (including the Funds) shall indemnify, to the full extent permitted by law and the Trust Agreement, each Shareholder (excluding be more volatile. any other purpose. parties related to a subpoena or other court, government, or self-regulatory organization order or process, as authorized by law. [[FCM] OF AN UNDERLYING OR RELATED MARKET FACTOR. the Trust to file one or more additional registration statements as necessary to permit additional Shares to be registered and For the purposes of this example, we have priced each Stop Option after The Trust and each Fund will continue to exist until terminated in accordance with the Trust Agreement. increasing to reflect the underlying holding moving closer to the strike price of 2,500. initial capital contribution). last business day of its most recently completed second fiscal quarter, or. In the first example, If a partnership holds our Shares, the tax treatment of a partner therein generally will depend upon the status Sponsors continued services, and discontinuance may be detrimental to the Funds. As the Benchmark has available through the SEC. The trading of Shares on the Exchange will cause In their capacities as officers of the Sponsor, the chief executive officer which may include swap agreements (cleared and over-the-counter), over-the-counter forward contracts, and short positions on futures the risks generally associated with investing in the stock market and/or the risks involved in hedging may exist. adverse move in the Benchmark. NAV is calculated by taking the The Trust has been formed and will be operated with the goal that each Fund and any other series of the Trust will be liable only for obligations of such series, and a series will not be responsible for or affected by any liabilities or losses of or claims against any other series. If a Fund recognizes income, including in the form of interest on money Professional fees consist of primarily, but not entirely, legal, auditing and tax-preparation related CME are adjusted periodically by that exchange and can be confirmed by accessing its websites). Each Fund is a series stop measures represented by options on futures contracts obtained by the Fund, if the Benchmark moves 25 percent or more on a their own tax advisor concerning the application of these reporting requirements to their specific situation. from the use of derivatives will typically be held in money market instruments and/or cash, which are short-term cash instruments into and out of the Fund, potentially resulting in the Long Fund being over- or under-exposed to the Benchmark. The Primary S&P Interests for a taxable year will be required to pay any resulting tax from sources other than distributions from the Fund. make distributions with respect to Shares of either Fund, any distributions would be taxable to the Funds Shareholders as Pursuant to the requirements of the Securities as to realize income and gains for distribution to their investors, the Funds generally do not make distributions to their respective To the extent that investors use a Fund as a means of investing indirectly in the S&P 500 Index, In addition, trading is subject to trading halts caused by extraordinary market Consequently, you could lose all or substantially all of your investment if the Funds trading positions However, each Fund will of shares in a series. may be extended beyond such date as permitted under rules promulgated by the SEC under the 1933 Act, though in any case the offering is considered to be engaged in a U.S. trade or business, the Fund would be required to withhold at the highest rate specified in to appoint one or more of its affiliates as additional Sponsors. may have terms that make them less marketable than futures contracts or cleared swaps. interests that any person or group of persons under common trading control (other than as a hedge, which an investment by the Funds cumulative returns of 11.50% during the twenty trading day period and the Short Fund has experienced cumulative returns of -10.37%. performance of the computer and communications systems of third parties, such as brokers and futures exchanges, and may experience obligated to pay a fixed price per unit multiplied by a notional number of units and be entitled to receive an amount per unit Although the matter is not free certain related-party transactions under Section 503 of the Code, which are similar to the prohibited transaction rules described None of the costs It calculates NAV as of the earlier of the close of the Exchange or 4:00 p.m. New York Your return on an investment offers or sales are being made, a post-effective amendment to this registration statement: (i)To include any prospectus required by of the Trust and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of the Trust Agreement Fields, Secretary. the target leverage of approximately -400 percent, it is necessary to change the Fund holdings to 1 Big S&P Contract (held Authorized Purchasers Stop Options held by a Fund will be netted against the Primary S&P Interests held by such Fund; provided, however, that the 50%) of the outstanding shares of the Funds voting together as a single class (not including shares acquired by the Sponsor through The Sponsor currently does not anticipate that either Fund If a Shareholder fails to make the election or is not able Additionally, each Fund will roll its Primary S&P of each Fund will be listed and traded on the Exchange, there can be no guarantee that an active trading market for the Shares For example, if market Shares initially comprising the same basket but offered personal information, particularly information about investors holdings and transactions in Shares of the Funds, may be interests that have not been admitted to a partnership as partners but who have the capacity to exercise substantial dominion and a Funds Stop Options positions may or may not be changed during a roll period. A special election is available under the Treasury Regulations that allows Shareholders to identify In all circumstances, including during the roll period and at the end of the roll period, the Stop Option positions will provide any kind from either the Trust or the Sponsor, and no such person will have any obligation or responsibility to the Trust or the & Poors Financial Services LLC. in part to Shareholders. Benchmark Component Futures Contracts will be valued intraday using there are no sinking funds. neither the allocation of such interest income to the Non-U.S. to be used as margin or collateral. actual U.S. federal income tax liability. or expenses allocated to Shareholders by each Fund, including but not limited to those described below. for its expenses in connection with the creation of baskets, an Authorized Purchaser is required to pay a transaction fee to the is a decrease in Fund holdings, no change in Stop Option holdings, and Fund return for the day of approximately -400 percent the one day, the pursuit of a Funds primary daily investment objective may result in daily leveraged compounding. an offer to buy these securities in any state where the offer or sale is not permitted. or more Authorized Purchasers that are actively involved in purchasing and selling of Shares of a Fund cease to be so involved, have very limited voting rights, which will limit the ability to influence matters such as amendment of the Trust Agreement, change The Trust and each Fund shall continue in existence from the date of their formation in perpetuity, unless the Trust or the Fund, as the case may be, is sooner terminated upon the occurrence of certain events specified in the Trust Agreement, including the following: (1) the filing of a certificate of dissolution or cancellation of the Sponsor or revocation of the Sponsors charter or the withdrawal of the Sponsor, unless shareholders holding a majority of the outstanding shares of the Trust, voting together as a single class, elect within ninety (90) days after such event to continue the business of the Trust and appoint a successor Sponsor; (2) the occurrence of any event which would make the existence of the Trust or the Fund unlawful; (3) the suspension, revocation, or termination of the Sponsors registration as a commodity pool operator with the CFTC or membership with the NFA; (4) the insolvency or bankruptcy of the Trust or the Fund; (5) a vote by the Shareholders holding at least seventy-five percent (75%) of the outstanding shares of the Trust to dissolve the Trust, voting together as a single class, subject to certain conditions; (6) the determination by the Sponsor to dissolve the Trust or the Fund, subject to certain conditions; (7) the Trust is required to be registered as an investment company under the 1940 Act; and (8) DTC is unable or unwilling to continue to perform its functions and a comparable replacement is unavailable. OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. experienced an at the money move, it is in the best interests of the Fund for the Stop Option holdings to be traded. The income listed under section 851(b)(2)(A) of the Code includes gains future success may depend on the Sponsors ability to respond to changing technologies on a timely and cost-effective basis. WASHINGTON, D.C. 20549, FORM S-1 day. 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 . The Trust Agreement provides If this offering of Shares Shares are lent by its broker or other agent to a third partyfor example, for use by the third party in covering a short
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