AsTable filedof with the Securities and Exchange Commission on July 20, 2010Contents

~~UNITED~~As ~~STATES~~filed with the Securities and Exchange Commission on December 14, 2016

~~SECURITIES~~Registration ~~AND~~No. 333-[ ] ~~EXCHANGE COMMISSION~~

~~Washington,~~UNITED ~~D.C.~~STATES ~~20549~~

~~FORM~~SECURITIES ~~S-1~~AND EXCHANGE COMMISSION

~~REGISTRATION~~Washington, ~~STATEMENT~~D.C. ~~UNDER~~20549 ~~THE SECURITIES ACT OF 1933~~

~~(Exact~~FORM ~~name of registrant as specified in its charter)~~S-1

~~(State~~REGISTRATION orSTATEMENT ~~other jurisdiction of incorporation or organization)~~

~~(Primary~~UNDER ~~Standard Industrial Classification Code Number)~~

~~(I.R.S.~~THE SECURITIES ~~Employer~~ACT ~~Identification~~OF ~~Number)~~1933

33Direxion ~~Whitehall~~Shares ~~Street,~~ETF ~~10th~~Trust ~~Floor~~II

(~~Address,~~Exact ~~including~~name ~~zip~~of ~~code,~~registrant ~~and~~as ~~telephone~~specified ~~number,~~in its charter)

including area code, of registrant’s principal executive offices)

Delaware

6799

27-6710917

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

~~Daniel~~1301 D.Avenue ~~O’Neill~~of 33the ~~Whitehall~~Americas ~~Street~~(6th Avenue), ~~10th~~28th Floor ~~New York, New York 10004~~

~~Copies~~New ~~to:~~York, New York 10019

Adam R. Henkel	Francine J. Rosenberger
U.S. Bancorp Fund Services, LLC	K&L Gates LLP
615 East Michigan	1601 K Street, NW
Milwaukee, WI 53202	Washington, DC 20006

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~(Name,~~Daniel ~~address,~~D. ~~including~~O’Neill ~~zip code, and telephone number, including area code, of agent for service)~~

~~(Approximate~~1301 ~~date~~Avenue of ~~commencement~~the ofAmericas ~~proposed~~(6th ~~sale to the public~~Avenue),

As28th ~~soon~~Floor ~~as practicable after the effective date of this Registration Statement.~~

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:	þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	¨

New York, New York 10019

IfCopies ~~this Form is a post-effective amendment filed pursuant~~ to: Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. ¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer (Do not check if a smaller reporting company) þ Smaller reporting company ¨

Calculation of Registration Fee


		W. Thomas Conner
Angela Brickl		Reed Smith LLP
Direxion Asset Management, LLC		1301 K St., NW
1301 Avenue of the Americas (6th Avenue),		Suite 1100,
28th Floor		East Tower
New York, New York 10019		Washington, DC 20005

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Direxion Daily Gold Bull 3X Shares - Shares of Beneficial Interest	N/A	$40.00	$10,000,000	$7,843
Direxion Daily Gold Bear 3X Shares - Shares of Beneficial Interest	N/A	$40.00	$10,000,000	$7,843
Direxion Daily Silver Bull 3X Shares - Shares of Beneficial Interest	N/A	$40.00	$10,000,000	$7,843
Direxion Daily Silver Bear 3X Shares - Shares of Beneficial Interest	N/A	$40.00	$10,000,000	$7,843
Direxion Daily Euro Bull 3X Shares - Shares of Beneficial Interest	N/A	$40.00	$10,000,000	$7,843
Direxion Daily Euro Bear 3X Shares - Shares of Beneficial Interest	N/A	$40.00	$10,000,000	$7,843
Direxion Daily Japanese Yen Bull 3X Shares - Shares of Beneficial Interest	N/A	$40.00	$10,000,000	$7,843
Direxion Daily Japanese Yen Bear 3X Shares - Shares of Beneficial Interest	N/A	$40.00	$10,000,000	$7,843
Direxion Daily Dollar Bull 3X Shares - Shares of Beneficial Interest	N/A	$40.00	$10,000,000	$7,843
Direxion Daily Dollar Bear 3X Shares - Shares of Beneficial Interest	N/A	$40.00	$10,000,000	$7,843
Direxion S&P 500® Dynamic VEQTOR Shares - Shares of Beneficial Interest	N/A	$40.00	$10,000,000	$7,843

(Name, address, including zip code, and telephone number, including area code, of agent for service)

~~The~~(Approximate ~~registrant hereby amends this registration statement on such~~ date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of ~~the~~commencement ~~securities act~~ of ~~1933~~proposed orsale ~~until~~to the ~~registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a~~public),: ~~may determine.~~

~~The~~As ~~information~~soon inas ~~this~~practicable ~~Prospectus~~after ~~is not complete and may be changed. The Trust may not sell these securities until~~ the ~~registration statement filed with the Securities and Exchange Commission is~~ effective. ~~This~~date ~~Prospectus~~of isthis ~~not~~Registration ~~an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted~~Statement.

~~Subject~~If any of the securities being registered on this Form are to ~~completion,~~be ~~dated~~offered ~~July~~on ~~20,~~a ~~2010~~delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

~~DIREXION~~If ~~SHARES~~this ~~ETF~~Form ~~TRUST~~is IIfiled to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~_______________~~If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, ~~2010~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

	Proposed Maximum Aggregate Offering
Title of Securities to be Registered	Price Per Fund
Direxion Daily Gold Bull 3X Shares	$10,000,000
Direxion Daily Gold Bear 3X Shares	$10,000,000
Direxion Daily Silver Bull 3X Shares	$10,000,000
Direxion Daily Silver Bear 3X Shares	$10,000,000
Direxion Daily Japanese Yen Bull 3X Shares	$10,000,000
Direxion Daily Japanese Yen Bear 3X Shares	$10,000,000
Direxion Daily Dollar Bull 3X Shares	$10,000,000
Direxion Daily Dollar Bear 3X Shares	$10,000,000
Direxion Daily Euro Bull 3X Shares	$10,000,000
Direxion Daily Euro Bear 3X Shares	$10,000,000
Direxion S&P 500® Dynamic VEQTOR Shares	$10,000,000

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Direxion~~Indicate ~~Shares~~by ~~ETF~~check ~~Trust~~mark IIwhether (the ~~“Trust”)~~registrant is a ~~Delaware~~large ~~statutory~~accelerated ~~trust~~filer, ~~currently~~an ~~organized~~accelerated ~~into separate series. The series of the Trust listed above (each~~filer, a ~~“Fund”~~non-accelerated ~~and collectively~~filer, ~~the~~or ~~“Funds”)~~a ~~issue~~smaller ~~common~~reporting ~~units~~company. ofSee the ~~beneficial~~definitions ~~interest which represent units~~ of ~~fractional~~“large ~~undivided~~accelerated ~~beneficial~~filer,” ~~interest~~“accelerated infiler” and ~~ownership~~“smaller ofreporting ~~only that Fund (“Shares~~company”). ~~Each~~in ~~Fund’s~~Rule ~~Shares~~12b-2 ~~will~~of bethe ~~offered~~Exchange ~~separately~~Act. ☐

~~This~~Large ~~Prospectus~~accelerated ~~describes~~filer ~~the~~☐ ~~general~~Accelerated ~~terms~~filer ~~that~~☐ ~~apply~~Non-accelerated tofiler ~~these~~☐ ~~securities~~(Do ~~and~~not ~~the~~check ~~general~~if ~~manner~~a insmaller ~~which~~reporting ~~they~~company) ~~will~~Smaller bereporting ~~offered.~~company ~~The amounts of any securities to be offered, and any updates to the terms and manner of the offering, will be described in a supplement to this Prospectus.~~☒

~~The~~CALCULATION ~~Shares~~OF ofREGISTRATION ~~each~~FEE ~~Fund are listed on the New York Stock Exchange Archipelago (the “NYSE Arca”) as set forth in this Prospectus.~~

With the exception of the Direxion S&P 500® Dynamic VEQTOR Fund (the “Dynamic VEQTOR Fund”), the Funds with the word “3X” in their name seek daily leveraged investment results and are intended to be used as short-term trading vehicles. The 3X Funds are collectively referred to as the “Leveraged Funds.” The Leveraged Funds are not intended to be used by, and are not appropriate for, investors who do not intend to actively monitor and manage their portfolios. The Leveraged Funds are very different from most mutual funds and exchange-traded funds. Investors should note that:



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price⁽¹⁾	Amount of Registration Fee⁽²⁾
Direxion Daily Crude Oil Bull 3X Shares—Shares of Beneficial Interest	$20,000,000	$2,318
Direxion Daily Crude Oil Bear 3X Shares—Shares of Beneficial Interest	$20,000,000	$2,318

(1) The ~~Leveraged~~proposed ~~Funds~~maximum ~~pursue~~aggregate ~~daily~~offering ~~leveraged~~price ~~investment~~has ~~goals,~~been ~~which~~calculated ~~means~~assuming that ~~the~~Shares ~~Leveraged Funds~~ are ~~riskier~~sold ~~than~~at ~~alternatives~~a ~~that~~price ~~do not use leverage because the Leveraged Funds magnify the performance~~ of ~~the~~$25.00 ~~target~~per ~~benchmark~~Share.

(2) ~~Each~~ ~~Leveraged~~The ~~Bear~~amount ~~Fund~~of ~~pursues~~the ~~investment~~registration ~~goals~~fees ~~which~~for ~~are~~the ~~inverse~~indicated tosecurities have been calculated in reliance upon Rule 457(o) under the ~~performance~~Securities Act of ~~its~~1933, ~~target~~as ~~benchmark~~amended (the “1933 Act”). This amount is being paid contemporaneously with the filing of this Registration Statement.

~~(3)~~ The ~~Leveraged~~registrant ~~Funds~~hereby ~~seek~~amends this ~~daily~~registration ~~leveraged~~statement ~~investment~~on ~~results. The~~such ~~pursuit~~date ofor ~~these~~dates ~~investment~~as ~~goals~~may ~~means~~be ~~that~~necessary ~~the~~to ~~return~~delay ofits aeffective ~~Leveraged~~date ~~Fund~~until ~~for~~the aregistrant ~~period~~shall ~~longer~~file ~~than~~ a ~~full~~further ~~trading~~amendment ~~day~~which ~~will~~specifically bestates ~~the~~that ~~product~~this ofregistration ~~the~~statement ~~series~~shall ofthereafter ~~daily~~become ~~leveraged~~effective ~~returns~~in accordance ~~for~~with ~~each trading day during the relevant period. As~~ Section 8(a) ~~consequence, especially in periods~~ of ~~market volatility,~~ the ~~path~~Securities Act of ~~the~~1933 ~~target~~or ~~benchmark~~until ~~during~~ the ~~longer~~registration ~~period~~statement ~~may~~shall bebecome ateffective ~~least~~on assuch ~~important~~date ~~to a Leveraged Fund’s return for the longer period~~ as the ~~cumulative return of the target benchmark for the relevant longer period. Further~~Commission, ~~the~~acting ~~return~~pursuant ~~for~~to ~~investors~~said ~~that invest for periods less than~~ Section 8(a), ~~full~~may ~~trading day or for a period different than a trading day will not be the product of the return of the Fund’s stated goal and the performance of the target benchmark for the full trading day~~determine. ~~The~~ ~~Leveraged Funds are not suitable for all investors.~~

TheTable Funds with the word “Bull” in their name (collectively, the “Bull Funds”) attempt to provide investment results (before fees and expenses) that correlate positively to three times (300%) the daily return of a target benchmark, meaning a Bull Fund attempts to move in the same direction as the target benchmark. The Funds with the word “Bear” in their name (collectively, the “Bear Funds”) attempt to provide investment results (before fees and expenses) that correlate negatively to three times (300%) the inverse (opposite) return of a target benchmark, meaning that the Bear Funds attempt to move in the opposite or inverse direction of the target benchmark.Contents

The ~~Dynamic~~information ~~VEQTOR~~in ~~Fund~~this ~~attempts~~Prospectus tois ~~provide~~not ~~investment~~complete ~~results~~and ~~(before~~may ~~fees~~be changed. We may not sell these securities until the registration statement filed with the Securities and ~~expenses)~~Exchange ~~that~~Commission ~~correlate~~is ~~directly~~effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer ~~S&P~~or ~~500®~~sale ~~Dynamic~~is ~~VEQTOR~~not ~~Index~~permitted.

~~Each~~Subject Fund generally invests in commodity-based or currency-based instruments whose value is derived from the value of an underlying asset, rate or index (“Financial Instruments”) as a substitute for investing directly in a commodity or currency in order to ~~gain exposure to the commodity index~~completion, ~~commodity~~dated orDecember ~~currency. With the exception of the Dynamic VEQTOR Fund~~14, ~~which~~2016 is not a “Bull” or a “Bear” fund, Financial Instruments also are used to produce economically “leveraged” or “inverse” investment results and include futures contracts and options on futures contracts, swap agreements, forward contracts and other commodity-based or currency-based options contracts.

LOGO

~~The~~DIREXION ~~Leveraged~~SHARES ~~Funds~~ETF ~~are~~TRUST ~~designed~~II to be utilized only by sophisticated investors, such as traders and active investors employing dynamic strategies. Such investors are expected to monitor and manage their portfolios frequently. Investors in the Leveraged Funds should:

~~(a)~~COMMON ~~understand~~UNITS ~~the~~OF ~~risks~~BENEFICIAL ~~associated~~INTEREST ~~with the use of leverage,~~

~~(b)~~* ~~understand~~Principal ~~the~~U.S. ~~consequences~~Listing Exchange: of[ ] ~~seeking daily leveraged investment results,~~

Title of Securities to be Registered

NYSE Arca
Ticker Symbol

Benchmark

Proposed Maximum Aggregate
Offering Price Per Fund

Direxion Daily Crude Oil Bull 3X Shares

Bloomberg WTI Crude Oil Subindex

^SM

20,000,000

Direxion Daily Crude Oil Bear 3X Shares

Bloomberg WTI Crude Oil Subindex

^SM

20,000,000

The Direxion Shares ETF Trust II (dthe “Trust”) ~~intend~~is a Delaware statutory trust organized into two separate series listed above (each a “Fund” and collectively the “Funds”). The Trust may from time to ~~actively~~time ~~monitor~~offer to sell common units of beneficial interest (“Shares”) of Funds listed above, which represent units of fractional undivided beneficial interest in and ~~manage~~ownership ~~their~~of ~~investments~~a series of the Trust. Each Fund’s Shares will be offered on a continuous basis from time to time. The Funds have not, prior to the date of this Prospectus, commenced trading and do not have any performance history. The Trust is an “emerging growth company” under the federal securities laws and, accordingly, is able to take advantage of certain reduced disclosure and reporting requirements.

~~Investors~~Each ~~who~~of dothe ~~not~~Funds ~~understand~~will be listed on the ~~Leveraged~~NYSE ~~Funds~~Arca, orInc. doexchange ~~not~~(the ~~intend~~“Exchange”) under a ticker symbol to ~~actively~~be ~~manage~~announced ~~their~~prior ~~funds~~to ~~and~~the commencement ~~monitor~~of ~~their~~trading. ~~investments~~Each ~~should~~of ~~not~~the ~~invest~~Fund is leveraged in the ~~Leveraged~~sense ~~Funds. There~~that iseach nohas ~~assurance~~a ~~that~~daily ~~any~~investment ofobjective ~~the~~to ~~Funds~~correspond ~~offered~~(before infees ~~this~~and ~~prospectus~~expenses) ~~will~~to ~~achieve~~a ~~their~~multiple ~~objectives~~(3X) ~~and~~or an ~~investment~~inverse inmultiple (-3X) of the performance of its benchmark for a ~~Fund~~single ~~could~~day, ~~lose~~not ~~money~~for any other period. No A “single ~~Fund~~day” is measured from the time a ~~complete~~Fund ~~investment~~calculates ~~program~~its respective net asset value (“NAV”) to the time of the Fund’s next NAV calculation. The NAV calculation time for the Funds is 2:30 p.m. (Eastern Time); please see the section “Summary—Creation and Redemption Transactions” on page 3 for additional details on the NAV calculation times for the Funds.

~~Each~~The Fund continuously offers and redeems its Shares in blocks of 50,000 Shares (“Creation Units”). Only authorized participants, an entity that has entered into an Authorized Participant Agreement with one or more of the Funds ~~(“Authorized~~do ~~Participant”),~~not ~~may~~currently ~~purchase~~intend ~~and redeem Shares from a Fund and then only in Creation Units. Shares of the Funds are offered~~ to ~~Authorized~~invest ~~Participants~~directly in ~~Creation~~crude ~~Units at each Fund’s respective net asset value per Share (“NAV”)~~oil. ~~Authorized Participants may then offer to the public~~Instead, ~~from~~under ~~time~~normal ~~to time, Shares from any Creation Unit they create at a per-Share~~ market ~~price that varies depending on~~conditions, ~~among other factors, the trading price of the Shares of~~ each Fund onwill ~~the~~attempt ~~NYSE~~to ~~Arca,~~gain exposure ~~the~~(or ~~NAV~~inverse ~~and~~exposure) ~~the~~to ~~supply~~its ofunderlying ~~and~~benchmark ~~demand~~by ~~for~~investing ~~the~~substantially ~~Shares~~all ~~at the time~~ of ~~the~~its ~~offer.~~assets ~~Shares~~in ~~from~~listed ~~the~~futures ~~same~~contracts ~~Creation Unit may be offered at different times~~ and ~~may~~listed ~~have~~options ~~different~~on ~~offering~~such ~~prices~~contracts based upon the above factors. The form of Authorized Participant Agreement and related Authorized Participant Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants do not receive from any Fund, Direxion Asset Management, LLC (~~the~~ “~~Sponsor~~Futures Contracts”)~~, or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public~~.

~~INVESTING~~The INsponsor ~~THE~~of ~~SHARES~~the ~~INVOLVES~~Funds ~~SIGNIFICANT~~is ~~RISKS.~~Direxion ~~PLEASE~~Asset ~~REFER~~Management, TOLLC ~~“RISK~~(the ~~FACTORS~~“Sponsor” ~~BEGINNING ON PAGE [__]~~).

·INVESTING ~~Financial~~IN ~~Instrument~~THE ~~trading~~SHARES ~~prices~~INVOLVES ~~are~~SIGNIFICANT ~~volatile~~RISKS. ~~and~~PLEASE ~~even~~REFER aTO ~~small~~“RISK ~~movement~~FACTORS” inBEGINNING ~~market~~ON ~~prices could cause large losses~~PAGE 8.

· The ~~success~~Funds ofwill ~~each~~distribute ~~Fund’s~~to ~~trading~~shareholders ~~program~~a ~~depends~~Schedule K-1 ~~upon~~that ~~the~~will ~~skill~~contain ofinformation regarding the ~~Sponsor~~income and ~~its~~expenses ~~trading~~of ~~principals~~the Fund.

·Table Investors could lose all or substantially all of their investment.Contents

·The ~~Investors~~Funds ~~pay~~are ~~fees~~not inappropriate ~~connection~~for ~~with~~all ~~their~~investors ~~investment~~and inpresent ~~Shares,~~different ~~including~~risks athan ~~fee~~other offunds. The ~~xx%~~Funds ~~per~~use ~~annum~~leverage ofand aare ~~Fund’s~~riskier ~~average~~than ~~daily~~similarly ~~NAV~~benchmarked exchange-traded funds that do not use leverage.

AnThe ~~Authorized~~Funds ~~Participant~~seek daily ~~may~~leveraged ~~receive~~investment ~~commissions~~results and are intended to be used as short-term trading vehicles. The Fund with “Bull” in its name attempts to provide daily investment results that correspond to three times the performance of a target benchmark and is referred to as the “Bull Fund.” The Fund with “Bear” in its name attempts to provide daily investment results that correspond to three times the inverse (or ~~fees~~opposite) ~~from~~of ~~investors~~the ~~who~~performance ~~purchase~~of ~~Shares~~a ~~through~~target ~~their~~benchmark ~~commission~~and is referred to as the “Bear Fund.” The Funds do not and should not be expected to return 300% or ~~fee~~-~~based~~300%, ~~brokerage~~as ~~accounts~~applicable, of the return of their target benchmark over any period of time other than from the close of markets on one trading day to the close of markets on the following trading day. As used in this Prospectus, the terms “daily,” “day,” and “trading day,” refer to the period from the close of the markets one trading day to the close of the markets on the next trading day.

~~These~~The securities have not been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”) or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. None of the Funds are adesigned ~~mutual fund or any other type of investment company within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), and none is subject~~ to ~~regulation~~provide ~~thereunder. The~~target ~~Funds~~benchmark ~~are~~exposure ~~subject~~ to ~~regulations~~sophisticated astraders ~~commodity~~who ~~pools~~actively monitor ~~under the Commodity Exchange Act~~ and manage their ~~sponsor~~portfolios ~~is subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator~~ and aunderstand: ~~commodity trading advisor.~~

~~THE~~(a) ~~COMMODITY~~understand ~~FUTURES~~the ~~TRADING~~risks ~~COMMISSION~~associated ~~HAS~~with ~~NOT~~the ~~PASSED~~use ~~UPON~~of ~~THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.~~leverage;

~~The Shares are neither interests in nor obligations of any of the Sponsor, Wilmington Trust Company~~ (~~the “Trustee”~~b), orunderstand ~~any of their respective affiliates. The Shares are not insured by~~ the ~~Federal~~consequences ~~Deposit~~of ~~Insurance~~seeking ~~Corporation~~daily orleveraged ~~any~~investment ~~other governmental agency.~~results;

~~COMMODITY~~(c) ~~FUTURES~~for ~~TRADING~~the ~~COMMISSION~~Bear Fund, understand the risk of shorting; and

~~RISK~~(d) ~~DISCLOSURE~~intend ~~STATEMENT~~to actively monitor and manage their investments.

~~YOU~~The ~~SHOULD~~Funds ~~CAREFULLY~~magnify ~~CONSIDER~~risk through ~~WHETHER~~the ~~YOUR~~pursuit ~~FINANCIAL~~of ~~CONDITION~~daily ~~PERMITS~~leveraged ~~YOU~~investment TOresults. ~~PARTICIPATE~~The INreturn Aof ~~COMMODITY~~a ~~POOL.~~Fund INfor SOa ~~DOING,~~period ~~YOU~~longer ~~SHOULD~~than BEa ~~AWARE~~single ~~THAT~~day ~~FUTURES~~is ~~AND~~the ~~OPTIONS~~result ~~TRADING~~of ~~CAN~~its ~~QUICKLY~~return ~~LEAD~~for TOeach ~~LARGE~~day ~~LOSSES~~compounded ASover ~~WELL~~the ASperiod ~~GAINS~~and usually will differ from the Fund’s multiple times the return of the Fund’s benchmark for the same period. ~~SUCH~~Daily ~~TRADING~~compounding ~~LOSSES~~of ~~CAN~~a ~~SHARPLY~~Fund’s ~~REDUCE~~investment ~~THE~~returns ~~NAV~~can OFdramatically ~~THE~~and ~~POOL~~adversely ~~AND~~affect ~~CONSEQUENTLY~~its ~~THE~~longer-term ~~VALUE~~performance OFduring ~~YOUR~~periods ~~INTEREST~~of INhigh ~~THE~~volatility. Volatility ~~POOL~~may be at least as important to a Fund’s return for a period as the return of the Fund’s underlying benchmark. INEach ~~ADDITION,~~Fund ~~RESTRICTIONS~~uses ONleverage ~~REDEMPTIONS~~and ~~MAY~~should ~~AFFECT~~produce ~~YOUR~~returns ~~ABILITY~~for TOa ~~WITHDRAW~~single ~~YOUR~~day ~~PARTICIPATION~~that INare ~~THE~~more ~~POOL~~volatile than that of its benchmark. If a Fund’s underlying target benchmark moves 33% or more in a given business day in a direction adverse to the Fund, the Fund’s investors would lose all of their money.

~~FURTHER,~~The ~~COMMODITY~~Bear ~~POOLS~~Fund ~~MAY~~pursues BEdaily ~~SUBJECT~~leveraged TOinvestment ~~SUBSTANTIAL~~goals ~~CHARGES~~that ~~FOR~~are ~~MANAGEMENT,~~inverse ~~AND~~to ~~ADVISORY~~the ~~AND~~performance ~~BROKERAGE~~of ~~FEES.~~its ITtarget MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED TO THIS POOLbenchmark, ATan investment ~~PAGE~~style ~~[__],~~known ~~AND~~as ~~A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAKEVEN~~“shorting”, ~~THAT~~which ~~IS,~~is TOan ~~RECOVER~~investment ~~THE~~strategy ~~AMOUNT~~opposite OFof ~~YOUR~~most ~~INITIAL~~mutual ~~INVESTMENT,~~funds ATand ~~PAGE~~exchange ~~[__]~~traded funds.

~~THIS~~Shareholders ~~BRIEF~~who ~~STATEMENT~~invest ~~CANNOT~~in ~~DISCLOSE~~the ~~ALL~~Funds ~~THE~~should ~~RISKS~~actively ~~AND~~manage ~~OTHER~~and ~~FACTORS~~monitor ~~NECESSARY~~their ~~TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE~~investments, ~~BEFORE~~as ~~YOU~~frequently ~~DECIDE~~as ~~TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES [__] THROUGH [__]~~daily.

~~YOU~~There ~~SHOULD~~is ~~ALSO~~no BEassurance ~~AWARE~~that ~~THAT~~the ~~THIS~~Funds ~~COMMODITY~~will ~~POOL~~achieve ~~MAY~~their ~~TRADE~~investment ~~FOREIGN~~objectives ~~FUTURES~~and ORan ~~OPTIONS~~investment ~~CONTRACTS.~~in ~~TRANSACTIONS~~the ONFunds ~~MARKETS~~could ~~LOCATED~~lose ~~OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS~~money. ~~FURTHER,~~No ~~UNITED~~single Fund ~~STATES~~is ~~REGULATORY~~a ~~AUTHORITIES~~complete ~~MAY~~investment ~~BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED~~program.

~~THIS~~Each ~~PROSPECTUS~~Fund ~~DOES~~will ~~NOT~~continuously ~~INCLUDE~~offer ~~ALL~~and OFredeem ~~THE~~its ~~INFORMATION~~Shares ORin ~~EXHIBITS~~blocks INof ~~THE~~50,000 ~~REGISTRATION~~Shares, ~~STATEMENT~~(each OFsuch block, ~~THE~~a ~~TRUST~~“Creation Unit”). ~~INVESTORS~~Only ~~CAN~~Authorized ~~READ~~Participants ~~AND~~may ~~COPY~~purchase ~~THE~~and ~~ENTIRE~~redeem ~~REGISTRATION~~Shares ~~STATEMENT~~from ATa ~~THE~~Fund ~~PUBLIC~~and ~~REFERENCE~~then ~~FACILITIES~~only ~~MAINTAINED~~in BYCreation ~~THE~~Units. ~~SEC~~An INAuthorized ~~WASHINGTON~~Participant is an entity that has entered into an Authorized Participant Agreement with the Trust and Direxion Asset Management LLC (the “Sponsor”). The initial Authorized Participant with respect to the Funds is expected to be [Name of Initial Authorized Participant]. It is expected that after the date of this Prospectus, Dthe initial Authorized Participant will, subject to certain terms and conditions, make minimum initial purchases of [at least two initial Creation Units] of 50,000 Shares for each Fund at an initial price per Share of $25.C00, equal to [$1,250,000] per Creation Unit. The Funds will not commence trading unless and until its initial Authorized Participant effects the minimum initial purchase with respect to each Fund. Following the initial purchase by the initial Authorized Participant, Shares of the Funds will be offered to Authorized

THETable BOOKSof AND RECORDS OF EACH FUND ARE MAINTAINED AS FOLLOWS:Contents

· Participants ~~All~~in ~~marketing~~Creation ~~materials~~Units ~~are~~at ~~maintained~~each atFund’s ~~the~~respective ~~offices~~NAV. ~~of:~~Authorized ~~Foreside~~Participants ~~Fund~~may ~~Services~~then offer to the public, ~~LLC~~from time to time, ~~located~~Shares from any Creation Unit they create at 3a per-Share ~~Canal~~market ~~Plaza~~price. The form of Authorized Participant Agreement and the related Authorized Participant Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants will not receive from any Fund, ~~Suite~~the ~~100~~Sponsor, ~~Portland~~or any of their affiliates, ~~Maine~~any ~~04101~~fee or other compensation in connection with their sale of Shares to the public. An Authorized Participant may receive commissions or fees from investors who purchase Shares through their commission or fee-based brokerage accounts.

·These ~~Creation~~securities ~~Unit~~have ~~creation~~not ~~and~~been ~~redemption~~approved ~~books~~or ~~and~~disapproved ~~records,~~by the ~~accounting~~United States Securities and ~~certain~~Exchange ~~other~~Commission ~~financial~~(the ~~books~~“SEC”) ~~and~~or ~~records~~any ~~(including~~state ~~Fund~~securities ~~accounting~~commission ~~records,~~nor ~~ledgers~~has ~~with~~the ~~respect~~SEC toor ~~assets,~~any ~~liabilities,~~state ~~capital,~~securities ~~income~~commission ~~and~~passed ~~expenses,~~upon the ~~register,~~accuracy ~~transfer~~or ~~journals~~adequacy ~~and~~of ~~related~~this ~~details)~~Prospectus. ~~and~~Any ~~certain~~representation ~~trading~~to ~~and~~the contrary ~~related~~is ~~documents~~a ~~received~~criminal ~~from~~offense. ~~Futures~~The ~~Commission~~Funds ~~Merchants~~are ~~(“FCMs”)~~subject ~~are~~to ~~maintained~~regulations atas commodity pools under the ~~offices~~Commodity ~~of:~~Exchange ~~The~~Act ~~Bank~~and oftheir ~~New~~sponsor ~~York~~is ~~Mellon,~~subject ~~One~~to ~~Wall~~regulation ~~Street,~~by ~~New~~the ~~York,~~Commodity ~~New~~Futures ~~York~~Trading ~~10286~~Commission as a commodity pool operator.

·NEITHER ~~All~~THE ~~other~~TRUST ~~books~~NOR ~~and~~THE ~~records~~FUNDS ofARE ~~each~~A ~~Fund~~MUTUAL ~~(including~~FUND ~~minute~~OR ~~books~~ANY ~~and~~OTHER ~~other~~TYPE ~~general~~OF ~~corporate~~INVESTMENT ~~records,~~COMPANY ~~trading~~AS ~~records~~DEFINED ~~and~~IN ~~related~~THE ~~reports)~~INVESTMENT ~~are~~COMPANY ~~maintained~~ACT atOF ~~each~~1940, AS ~~Fund’s~~AMENDED ~~principal~~(THE ~~office~~“1940 Act”), ~~c/o~~AND ~~Direxion~~NEITHER ~~Asset~~THE ~~Management,~~TRUST ~~LLC,~~NOR 33THE ~~Whitehall~~FUND ~~Street,~~IS ~~10th~~SUBJECT ~~Floor,~~TO ~~New~~REGULATION ~~York,~~THEREUNDER ~~NY 10004.~~

~~SHAREHOLDERS HAVE~~ THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR AGENT. MONTHLY ACCOUNT STATEMENTS CONFORMING TO THE UNITED STATES COMMODITY FUTURES TRADING COMMISSION ~~(“CFTC”)~~HAS AND THE NATIONAL FUTURES ASSOCIATION (THE “NFA”) REQUIREMENTS ARE POSTED ON THE SPONSOR’S WEBSITE AT WWW.DIREXIONSHARES.COM. ADDITIONAL REPORTS MAY BE POSTED ON THE SPONSOR’S WEBSITE IN THE DISCRETION OF THE SPONSOR OR AS REQUIRED BY REGULATORY AUTHORITIES. THERE WILL SIMILARLY BE DISTRIBUTED TO SHAREHOLDERS, NOT ~~MORE~~PASSED ~~THAN~~UPON ~~90 DAYS AFTER~~ THE ~~CLOSE~~MERITS OF ~~THE~~PARTICIPATING ~~FUNDS’ FISCAL YEAR, CERTIFIED AUDITED FINANCIAL STATEMENTS AND (~~IN NOTHIS ~~EVENT~~POOL ~~LATER~~NOR ~~THAN~~HAS ~~MARCH 15 OF~~ THE ~~IMMEDIATELY~~COMMISSION ~~FOLLOWING~~PASSED ~~YEAR)~~ON THE ~~TAX~~ADEQUACY ~~INFORMATION~~OR ~~RELATING~~ACCURACY ~~TO SHARES~~ OF ~~EACH~~THIS ~~FUND~~DISCLOSURE ~~NECESSARY FOR THE PREPARATION OF SHAREHOLDERS’ ANNUAL FEDERAL INCOME TAX RETURNS~~DOCUMENT.

~~THE FUNDS WILL FILE QUARTERLY AND ANNUAL REPORTS WITH THE SEC. INVESTORS CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON~~[ ], ~~D.C.~~2017 ~~PLEASE CALL THE SEC AT 1–800–SEC–0330 FOR FURTHER INFORMATION.~~

~~THE~~This ~~FILINGS~~Prospectus OFhas ~~THE~~two ~~TRUST~~parts: ~~ARE~~a ~~POSTED~~disclosure ATdocument ~~THE~~and ~~SEC~~a ~~WEBSITE~~statement ATof ~~WWW~~additional information.~~SEC~~ These parts are bound together, and both contain important information.~~GOV.~~

~~REGULATORY~~The ~~NOTICES~~Shares are neither interests in nor obligations of any of the Sponsor, Wilmington Trust Company (the “Trustee”), or any of their respective affiliates. The Shares are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

NOTable DEALER,of SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST, ANY OF THE FUNDS, THE SPONSOR, THE AUTHORIZED PARTICIPANTS OR ANY OTHER PERSON.Contents

~~THIS~~COMMODITY ~~PROSPECTUS~~FUTURES ~~DOES~~TRADING ~~NOT~~COMMISSION CONSTITUTE AN OFFER OR SOLICITATION TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER, SOLICITATION, OR SALE OF THE SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION, OR SALE.

~~THE~~RISK ~~DIVISION~~DISCLOSURE ~~OF INVESTMENT MANAGEMENT OF THE SEC REQUIRES THAT THE FOLLOWING~~ STATEMENT BE PROMINENTLY SET FORTH HEREIN: “NEITHER DIREXION SHARES ETF TRUST II NOR ANY SERIES THEREOF IS A MUTUAL FUND OR ANY OTHER TYPE OF INVESTMENT COMPANY WITHIN THE MEANING OF THE 1940 ACT AND IS NOT SUBJECT TO REGULATION THEREUNDER.”

~~AUTHORIZED~~YOU ~~PARTICIPANTS~~SHOULD ~~MAY~~CAREFULLY BECONSIDER ~~REQUIRED~~WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO ~~DELIVER~~PARTICIPATE IN A ~~PROSPECTUS~~COMMODITY ~~WHEN~~POOL. ~~TRANSACTING~~ IN ~~SHARES~~SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. ~~SEE~~SUCH ~~“PLAN~~TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF ~~DISTRIBUTION~~THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL.” IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

~~DIREXION~~FURTHER, ~~SHARES~~COMMODITY ~~ETF~~POOLS ~~TRUST~~MAY IIBE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED BY THIS POOL, AT PAGES 42 THROUGH 44 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGES 42 TO 43.

~~TABLE~~THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF ~~CONTENTS~~THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 8 TO 29.

		Page
SUMMARY		1
	Overview	1
	Purchases and Sales in the Secondary Market on the NYSE Arca	2
	Creation and Redemption Transactions	2
	Breakeven Table	3
	Breakeven Amounts	3
	Risk Factors	3
	Risks Related to the Funds’ Operations and Management	3
	Risks Related to the Funds’ Shares	5
	Risks Related to Regulatory Requirements and Potential Legislative Changes	5
	Investment Objectives	6
	Principal Investment Strategies	7
	Conflicts of Interest	9
	The Sponsor	9
	The Administrator, Custodian and Transfer Agent	10
	The Distributor	10
	The Trustee	10
	Futures Commission Merchant	10
	Margin Levels	10
	Limitation of Liabilities	11
	Creation and Redemption of Shares	11
	The Offering	11
	Authorized Participants	11
	Net Asset Value	12
	Clearance and Settlement	12
	Use of Proceeds	12
	Fees and Expenses	12
	Distributions	13
	Fiscal Year	13
	Financial Information	13
	U.S. Federal Income Tax Considerations	14
	Reports to Shareholders	14
	Cautionary Note Regarding Forward-Looking Statements	14
RISK FACTORS		15
	Risks Related to the Funds’ Operations and Management	15
	Risks Related to the Funds’ Shares	32
	Risks Related to the Regulatory Requirements and Potential Legislative Changes	34
	INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES	36
	Investment Objectives	36
	Principal Investment Strategies	37
CERTAIN PERFORMANCE DATA		44
DESCRIPTION OF THE COMMODITY BENCHMARKS		44
	Gold	44
	Silver	44
DESCRIPTION OF THE CURRENCY BENCHMARKS		45

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.

iSWAPS TRANSACTIONS, LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR SWAP TRANSACTION NECESSARILY DEPEND UPON THE TERMS OF THE TRANSACTION AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL SWAPS TRANSACTIONS INVOLVE SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL RISK.

	Yen
	Euro	45
DESCRIPTION OF THE U.S. DOLLAR INDEX		45
DESCRIPTION OF THE S&p500® DYNAMIC VEQTOR BENCHMARK		46
USE OF PROCEEDS		47
CHARGES		48
	Breakeven Table	48
	Organization and Offering Stage	48
	Operational Stage	49
WHO MAY SUBSCRIBE		50
CREATION AND REDEMPTION OF SHARES		50
	Creation Procedures	51
	Redemption Procedures	52
	Suspension or Rejection of Redemption Orders	53
	Creation and Redemption Transaction Fee	53
	Special Settlement	53
LITIGATION		53
DESCRIPTION OF THE SHARES; THE FUNDS; CERTAIN MATERIAL		54
TERMS OF THE TRUST AGREEMENT		54
	Description of the Shares	54
	Principal Office; Location of Records	54
	The Funds	55
	The Trustee	55
	The Sponsor	56
	Fiduciary and Regulatory Duties of the Sponsor	57
	Ownership or Beneficial Interest in the Funds	58
	Management; Voting by Shareholders	58
	Recognition of the Trust and the Funds in Certain States	58
	Possible Repayment of Distributions Received by Shareholders	59
	Shares Freely Transferable	59
	Book-Entry Form	59
	Reports to Shareholders	59
	Net Asset Value	59
	Intraday Indicative Value (“IIV”)	60
	Termination Events	61
DISTRIBUTIONS		61
THE ADMINISTRATOR		61
THE CUSTODIAN		61
THE TRANSFER AGENT		61
DISTRIBUTOR		62
FUTURES COMMISSION MERCHANGE		62

HIGHLY CUSTOMIZED SWAPS TRANSACTIONS IN PARTICULAR MAY INCREASE LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. HIGHLY LEVERAGED TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL OF AN UNDERLYING OR RELATED MARKET FACTOR. IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION MAY BE MODIFIED OR TERMINATED ONLY BY MUTUAL CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOL’S OBLIGATIONS OR THE POOL’S EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE.

iiTable of Contents

	Margin Levels Expected to be Held at the FCM	62
THE SECURITIES DEPOSITORY; BOOK-ENTRY ONLY SYSTEM; GLOBAL SECURITY		63
SHARE SPLITS		63
CONFLICTS OF INTEREST		64
MATERIAL CONTRACTS		64
	Administrative Agency Agreement	64
	Custodian Agreement	64
	Distribution Agreement	65
	Futures Account Agreement	65
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		65
	Status of the Funds	67
	U.S. Shareholders	68
PURCHASES BY EMPLOYEE BENEFIT PLANS		76
	General	77
	“Plan Assets”	77
	Ineligible Purchasers	77
PLAN OF DISTRIBUTION		78
LEGAL MATTERS		79
EXPERTS		79
WHERE INVESTORS CAN FIND MORE INFORMATION		80
RECENT FINANCIAL INFORMATION AND ANNUAL REPORTS		80
PRIVACY POLICY		79

THESE POOLS HAVE NOT COMMENCED TRADING AND DO NOT HAVE ANY PERFORMANCE HISTORY.

~~iii~~THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE REGISTRATION STATEMENT OF THE TRUST. INVESTORS CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN WASHINGTON, D.C.

~~SUMMARY~~THE BOOKS AND RECORDS OF EACH FUND ARE MAINTAINED AS FOLLOWS:

~~Investors~~• ~~should~~All ~~read~~marketing ~~the~~materials ~~following~~are ~~summary~~maintained ~~together~~by ~~with~~Foreside ~~the~~Fund ~~more detailed information~~Services, ~~including~~LLC ~~under the caption~~ (“~~Risk Factors,~~Foreside”) ~~and~~at ~~all~~Foreside’s ~~exhibits~~offices tolocated ~~this~~at ~~Prospectus~~3 ~~before~~Canal ~~deciding~~Plaza, toSuite ~~invest~~100, ~~in any Shares. For ease of reference~~Portland, ~~any~~Maine ~~references throughout this Prospectus to various actions taken by each of the Funds are actually actions that the Trust has taken on behalf of such Funds~~04101.

~~NEITHER~~• ~~THIS~~Creation ~~POOL~~Unit ~~OPERATOR~~creation ~~NOR~~and ~~ANY~~redemption OFbooks ~~ITS~~and ~~TRADING~~records, ~~PRINCIPALS~~accounting ~~HAS~~and ~~PREVIOUSLY~~certain ~~OPERATED~~other ~~ANY~~financial ~~OTHER~~books ~~POOLS~~and ORrecords ~~TRADED~~(including ~~ANY~~Fund ~~OTHER~~accounting ~~ACCOUNTS~~records, ledgers with respect to assets, liabilities, capital, income and expenses, the register, transfer journals and related details) and certain trading and related documents received from Futures Commission Merchants (“FCMs”) are maintained at the offices of: Bank of New York Mellon, One Wall Street, New York, NY 10286.

~~THE~~• ~~ABOVE~~All ~~DISCLOSURE~~other ISbooks ~~LIMITED~~and TOrecords ~~INVESTMENT~~of ~~POOLS~~each ~~AND~~Fund ~~ACCOUNTS~~(including ~~THAT~~minute ~~TRADE~~books INand ~~COMMODITY~~other ~~FUTURES~~general corporate records, trading records and related reports) are maintained at each Fund’s principal office, c/o Direxion Asset Management, LLC, 1301 Avenue of the Americas (6th Avenue), 28th Floor, New York, New York, 10019.

~~Overview~~SHAREHOLDERS HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR AGENT. MONTHLY ACCOUNT STATEMENTS CONFORMING TO THE COMMODITY FUTURES TRADING COMMISSION (“CFTC”) AND THE NATIONAL FUTURES ASSOCIATION (THE “NFA”) REQUIREMENTS ARE POSTED ON THE SPONSOR’S WEBSITE AT WWW.DIREXIONINVESTMENTS.COM. ADDITIONAL REPORTS MAY BE POSTED ON THE SPONSOR’S WEBSITE AT THE DISCRETION OF THE SPONSOR OR AS REQUIRED BY REGULATORY AUTHORITIES. THERE WILL SIMILARLY BE DISTRIBUTED TO SHAREHOLDERS, NOT MORE THAN 90 DAYS AFTER THE CLOSE OF THE FUNDS’ FISCAL YEAR, CERTIFIED AUDITED FINANCIAL STATEMENTS. THE TAX INFORMATION RELATING TO SHARES OF EACH FUND NECESSARY FOR THE PREPARATION OF SHAREHOLDERS’ ANNUAL FEDERAL INCOME TAX RETURNS WILL ALSO BE DISTRIBUTED.

~~The~~THE ~~Funds~~TRUST WILL ~~offer~~FILE ~~investors~~QUARTERLY ~~the~~AND ~~opportunity~~ANNUAL toREPORTS ~~obtain~~WITH ~~leveraged~~THE orSEC. ~~long~~INVESTORS ~~exposure~~CAN toREAD ~~commodities~~AND ~~indices~~COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON, ~~particular~~D.C. ~~commodities~~PLEASE orCALL ~~particular~~THE ~~currencies~~SEC AT 1–800–SEC–0330 FOR FURTHER INFORMATION.

~~Each~~THE ~~Leveraged~~FILINGS ~~Fund~~OF ~~seeks~~THE aTRUST ~~multiple~~ARE ofPOSTED ~~300%~~AT ofTHE ~~the~~SEC ~~return~~WEBSITE ~~(before~~AT ~~fees and expenses) of its target benchmark, particular commodity or currency on a given day~~WWW. ~~The Leveraged Funds seek to provide daily leveraged investment results, before fees and expenses, which correspond to the performance of a particular index, commodity or currency~~SEC.GOV.

~~The~~REGULATORY ~~Direxion~~NOTICES S&P 500® Dynamic VEQTOR Shares (the “Dynamic VEQTOR Fund” or the “Non-leveraged Fund”) seeks 100% of the return (before fees and expenses) of its benchmark index on a given day. The Non-leveraged Fund seeks to provide daily investment results, before fees and expenses, which correspond to the performance of the S&P Dynamic VEQTOR Index.

~~Important~~NO DEALER, ~~Information~~SALESMAN ~~Regarding~~OR ~~the~~ANY ~~Leveraged~~OTHER ~~Funds: Each~~PERSON ~~Leveraged~~HAS ~~Fund~~BEEN ~~seeks~~AUTHORIZED ~~daily~~TO ~~leveraged~~GIVE ~~investment~~ANY ~~results. The~~INFORMATION ~~pursuit~~OR ofTO ~~daily~~MAKE ~~leveraged~~ANY ~~goals~~REPRESENTATION ~~means~~NOT ~~that~~CONTAINED ~~the~~IN ~~Leveraged~~THIS ~~Fund~~PROSPECTUS, isAND, ~~riskier~~IF ~~than~~GIVEN ~~alternatives~~OR ~~that~~MADE, doSUCH ~~not~~OTHER ~~use~~INFORMATION ~~leverage~~OR ~~because~~REPRESENTATION ~~the~~MUST ~~Leveraged~~NOT ~~Fund’s~~BE ~~objective~~RELIED isUPON toAS ~~magnify~~HAVING ~~the~~BEEN AUTHORIZED ~~performance~~BY ofTHE ~~its~~TRUST, ~~benchmark. The~~ANY ~~pursuit~~OF ofTHE daily leveraged investment goals means that the return of the Leveraged Fund for a period longer than a full trading day may bear no resemblance to 300% of the return of the benchmark for such longer period because the aggregate return of the Leveraged Fund is the product of the series of daily leveraged returns for each trading day. The path of the benchmark during the longer period may be at least as important to the Leveraged Fund’s return for the longer period as the cumulative return of the benchmark for the relevant longer periodFUNDS, ~~especially~~THE ~~in periods of market volatility. Further~~SPONSOR, ~~the~~THE ~~return~~AUTHORIZED ~~for~~PARTICIPANTS ~~investors~~OR ~~that~~ANY ~~invest~~OTHER for periods less than a full trading day or for a period different than a trading day will not be the product of the return of the Leveraged Fund’s stated goal and the performance of the target benchmark for the full trading dayPERSON.

TheTable Leveraged Funds are designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking daily leveraged investment results, understand the risks associated with the use of leverage and are willing to monitor their portfolios frequently. The Leveraged Funds are not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.Contents

AsTHIS ~~used~~PROSPECTUS inDOES ~~this~~NOT ~~prospectus,~~CONSTITUTE ~~the~~AN ~~terms~~OFFER ~~“daily,”~~OR ~~“day,”~~SOLICITATION ~~and~~TO ~~“trading~~SELL ~~day,”~~OR ~~refer~~A toSOLICITATION ~~the~~OF ~~period~~AN OFFER ~~from~~TO ~~the~~BUY, ~~close~~NOR ofSHALL ~~the~~THERE ~~markets~~BE ~~one~~ANY ~~trading~~OFFER, ~~day~~SOLICITATION, toOR ~~the~~SALE ~~close~~OF ofTHE ~~the~~SHARES ~~markets~~IN onANY ~~the~~JURISDICTION ~~next~~IN ~~trading~~WHICH ~~day. The~~SUCH ~~Funds~~OFFER, ~~with the word “Bull” in their name (collectively~~SOLICITATION, ~~the~~OR ~~“Bull~~SALE ~~Funds”)~~IS ~~attempt~~NOT toAUTHORIZED ~~provide~~OR ~~investment~~TO ~~results~~ANY ~~(before~~PERSON ~~fees~~TO ~~and~~WHOM ~~expenses)~~IT ~~that~~IS ~~correlate~~UNLAWFUL ~~positively~~TO toMAKE ~~three~~ANY ~~times~~SUCH ~~(300%)~~OFFER, ~~the daily return of a target benchmark~~SOLICITATION, ~~meaning~~OR ~~the Bull Funds attempt to move in the same direction as the target benchmark~~SALE.

1AUTHORIZED PARTICIPANTS MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN TRANSACTING IN SHARES. SEE “PLAN OF DISTRIBUTION” IN PART TWO OF THIS PROSPECTUS

Bull Fund Name	Benchmark
Direxion Daily Gold Bull 3X Shares	Daily performance of COMEX gold futures
Direxion Daily Silver Bull 3X Shares	Daily performance of COMEX silver futures
Direxion Daily Japanese Yen Bull 3X Shares	U.S. Dollar price of the Japanese Yen
Direxion Daily U.S. Dollar Bull 3X Shares	U.S. Dollar Index
Direxion Daily Euro Bull 3X Shares	U.S. Dollar price of the Euro

~~The~~DIREXION ~~Funds~~SHARES ~~with~~ETF ~~the~~TRUST ~~word~~II “Bear” in their name (collectively, the “Bear Funds”) attempt to provide investment results (before fees and expenses) that correlate negatively to three times (300%) the inverse (opposite) return of a target benchmark, meaning that the Bear Funds attempt to move in the opposite or inverse direction of the target benchmark.

Bear Fund Name	Benchmark
Direxion Daily Gold Bear 3X Shares	Daily performance of COMEX gold futures
Direxion Daily Silver Bear 3X Shares	Daily performance of COMEX silver futures
Direxion Daily Japanese Yen Bear 3X Shares	U.S. Dollar price of the Japanese Yen
Direxion Daily U.S. Dollar Bear 3X Shares	U.S. Dollar Index
Direxion Daily Euro Bear 3X Shares	U.S. Dollar price of the Euro

TABLE OF CONTENTS

~~The~~DISCLOSURE ~~correlations~~DOCUMENT sought by the Bull Funds and the Bear Funds are generally a multiple of the returns of the target investment. For example, the target investment for the Direxion Daily Gold Bull 3X Shares is 300% of the daily price performance of COMEX gold futures, while the target investment for the Direxion Daily Gold Bear 3X Shares is 300% of the inverse, or opposite, of the daily price performance of COMEX gold futures. If, on a given day, the COMEX gold futures gains 1%, the Direxion Daily Gold Bull 3X Shares is designed to gain approximately 3% (which is equal to 300% of 1%), while the Direxion Daily Gold Bear 3X Shares is designed to lose approximately 3%. Conversely, if COMEX gold futures loses 1% on a given day, the Direxion Daily Gold Bull 3X Shares is designed to lose approximately 3%, while the Direxion Daily Gold Bear 3X Shares is designed to gain approximately 3%.

Direxion Asset Management, LLC serves as the Trust’s Sponsor, commodity pool operator and commodity trading advisor. The principal office of the Sponsor and each of the Funds is located at 33 Whitehall Street, 10th Floor, New York, New York, 10004. The telephone number of the Sponsor and each of the Funds is 866-476-7523.


	Page
PART ONE		1

OFFERED SERIES DISCLOSURE		1

SUMMARY		1

Overview		2
Purchases and Sales in the Secondary Market on the NYSE Arca		3
Creation and Redemption Transactions		3
Breakeven Amounts		4
Important Tax Information		4
Summary of Certain Risks		4

ORGANIZATIONAL CHART		7

RISK FACTORS		8

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		30

DESCRIPTION OF THE BENCHMARK		31

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES		33

Principal Investment Strategies		33

CERTAIN PERFORMANCE DATA		38

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		39

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS		42

CHARGES		42

Breakeven Table		42

FUTURES COMMISSION MERCHANT		45

Margin Levels Expected to be Held at the FCM		45

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		46

Status of the Funds		47
U.S. Shareholders		48

GENERAL POOL DISCLOSURE		59

PERFORMANCE OF RELATED PUBLIC POOLS		59

USE OF PROCEEDS		62

WHO MAY SUBSCRIBE		63

CREATION AND REDEMPTION OF SHARES		63

Creation Procedures		64
Redemption Procedures		65
Suspension or Rejection of Redemption Orders		66
Creation and Redemption Cut-Off Times		67
Creation and Redemption Transaction Fee		67
Special Settlement		67

~~Purchases~~i ~~and Sales in the Secondary Market on the NYSE Arca~~

TheTable Shares of each Fund are listed on the NYSE Arca under the following symbols:Contents

Fund	Ticker Symbol
		Page
Direxion Daily Gold Bull 3X Shares	[ ]
LITIGATION			68
Direxion Daily Gold Bear 3X Shares	[ ]
DESCRIPTION OF THE SHARES; THE FUNDS; CERTAIN MATERIAL TERMS OF THE TRUST AGREEMENT			68
Direxion Daily Silver Bull 3X Shares	[ ]
Description of the Shares			68
Direxion Daily Silver Bear 3X Shares	[ ]
Principal Office; Location of Records; Fiscal Year			69
Direxion Daily Japanese Yen Bull 3X Shares	[ ]
The Funds			69
Direxion Daily Japanese Yen Bear 3X Shares	[ ]
The Trustee			69
Direxion Daily U.S. Dollar Bull 3X Shares	[ ]
The Sponsor			70
Direxion Daily U.S. Dollar Bear 3X Shares	[ ]
Fiduciary and Regulatory Duties of the Sponsor			72
Direxion Daily Euro Bull 3X Shares	[ ]
Ownership or Beneficial Interest in the Funds			73
Direxion Daily Euro Bear 3X Shares	[ ]
Management; Voting by Shareholders			73
Direxion S&P 500® Dynamic VEQTOR Shares	[ ]
Recognition of the Trust and the Funds in Certain States			74
Possible Repayment of Distributions Received by Shareholders			74
Shares Freely Transferable			74
Book-Entry Form			74
Reports to Shareholders			74
Net Asset Value			74
Termination Events			75
DISTRIBUTIONS			76
THE ADMINISTRATOR			76
THE CUSTODIAN			76
THE TRANSFER AGENT			76
DISTRIBUTOR			76
THE SECURITIES DEPOSITORY; BOOK-ENTRY ONLY SYSTEM; GLOBAL SECURITY			77
SHARE SPLITS OR REVERSE SHARE SPLITS			78
CONFLICT OF INTEREST			78
PLAN OF DISTRIBUTION			79
Buying and Selling Shares			79
Authorized Participants			79
Likelihood of Becoming a Statutory Underwriter			79
General			79
LEGAL MATTERS			81
EXPERTS			81
WHERE INVESTORS CAN FIND MORE INFORMATION			81
RECENT FINANCIAL INFORMATION AND ANNUAL REPORTS			81
STATEMENT OF ADDITIONAL INFORMATION			82
PRIVACY POLICY			PP-1

~~Secondary~~ii ~~market purchases and sales of Shares are subject to ordinary brokerage commissions and charges. The Shares of each Fund trade on the NYSE Arca, like any other exchange-listed security.~~

CreationTable andof Redemption TransactionsContents

~~Only~~PART ~~Authorized~~ONE Participants may purchase (i.e., create) or redeem Creation Units of Shares in each Fund. Creation Units in a Fund are expected to be created when there is sufficient demand for Shares in such Fund that the market price per Share is at a premium to the NAV per Share. Authorized Participants will likely sell such Shares to the public at prices that are expected to reflect, among other factors, the trading price of the Shares of such Fund and the supply of and demand for the Shares at the time of sale and are expected to fall between NAV and the trading price of the Shares at the time of sale. Similarly, it is expected that Creation Units in a Fund will be redeemed when the market price per Share of such Fund is at a discount to the NAV per Share. The Sponsor expects that the exploitation of such arbitrage opportunities by Authorized Participants and their clients and customers will tend to cause the public trading price of the Shares to track the NAV per Share of a Fund closely over time. Retail investors seeking to purchase or sell Shares on any day are expected to effect such transactions in the secondary market at the market price per Share, rather than in connection with the creation or redemption of Creation Units.

2OFFERED SERIES DISCLOSURE

~~Breakeven~~SUMMARY ~~Table~~

~~See~~Investors ~~“Charges—Breakeven~~should ~~Table~~read the following summary together with the more detailed information, including under the caption “Risk Factors,” onand ~~page~~all ~~[__]~~exhibits to the Registration Statement of which this Prospectus ~~for~~is ~~detailed~~a ~~Breakeven~~part, ~~Tables~~and the information incorporated by reference in the Prospectus, before deciding to invest in any Shares. For ease of reference, any references throughout this Prospectus to various actions taken by each Fund are actually actions that the Trust has taken on behalf of the Funds.

~~Breakeven~~Important Information ~~Amounts~~About the Funds

The Funds ~~will~~are benot ~~profitable~~appropriate ~~only~~for ifall ~~the~~investors ~~daily~~and ~~returns~~present ~~from~~different arisks ~~Fund’s~~than ~~investments~~other ~~plus~~funds. ~~any~~The ~~income~~Funds use ~~received~~leverage onand ~~those~~are ~~investments~~riskier ~~exceed~~than asimilarly ~~Fund’s~~benchmarked ~~fees,~~exchange-traded ~~costs~~funds ~~and~~that ~~expenses.~~do ~~It is~~ not ~~possible~~use ~~to predict whether a Fund will breakeven at the end of the first twelve months of an investment~~leverage.

Each Fund seeks to provide daily leveraged investment results and is intended to be used as short-term trading vehicles. The ~~estimated~~Fund ~~amount~~with “Bull” in its name attempts to provide daily investment results that correspond to three times the performance of ~~all~~its ~~fees~~target benchmark and ~~expenses~~is ~~which~~referred ~~are~~to ~~anticipated~~as the “Bull Fund.” The Fund with “Bear” in its name attempts to beprovide ~~incurred~~daily byinvestment aresults ~~new~~that ~~investor~~correspond ~~during~~to three times the ~~first~~inverse ~~twelve~~(or ~~months~~opposite) of anthe ~~investment~~performance of a target benchmark and is xxreferred to as the “Bear Fund.” The Funds do not and should not be expected to return 300% (or ~~$[xx]~~-300%, ~~for~~as applicable, of the ~~initial~~return ~~offering~~of ~~price~~their ~~per~~target ~~Share~~benchmark over any period of ~~$40~~time other than from the close of markets on one trading day to the close of markets on the following trading day.~~00)~~ ~~for~~As ~~each~~used in this Prospectus, the terms “daily,” “day,” and “trading day,” refer to the period from the close of the ~~Funds~~markets one trading day to the close of the markets on the next trading day.

~~See~~The ~~“Charges—Breakeven~~Funds ~~Table,”~~are ondesigned ~~page~~to ~~[__],~~provide ~~for~~target ~~detailed~~benchmark ~~Breakeven~~exposure ~~Amounts~~to sophisticated traders who actively monitor and ~~Tables.~~manage their portfolios and:

~~Risk~~(a) ~~Factors~~understand the risks associated with the use of leverage;

An(b) ~~investment~~understand in the ~~Shares~~consequences ~~has risks. The “Risk Factors” section~~ of ~~this~~seeking ~~Prospectus~~daily ~~contains~~leveraged ~~a detailed discussion of the most important risks. Please refer to the “Risk Factors” section for a more detailed discussion of the risks summarized below and other risks of~~ investment ~~in the Shares.~~results;

~~Risks~~(c) ~~Related~~for tothe Bear Fund, understand the ~~Funds’~~risk ~~Operations~~of ~~and~~shorting; ~~Management~~and

·(d) ~~There~~intend isto ~~risk~~actively ~~that~~monitor ~~the~~and ~~objectives~~manage oftheir ~~the Funds will not be met~~investments.

· The Funds ~~have~~magnify norisk through ~~operating~~the ~~history,~~pursuit ~~and,~~of asdaily leveraged investment results. The return of a Fund for a period longer than a single day is the result, ~~investors~~of ~~have~~its ~~only~~return nofor each day compounded over the period and usually will differ from the Fund’s multiple times the return of the Fund’s benchmark for the same period. Daily compounding of a Fund’s investment returns can dramatically and adversely affect its longer-term performance ~~history~~during toperiods ~~serve~~of high volatility. Volatility may be at least as important to a ~~factor~~Fund’s return for ~~evaluating~~a anperiod ~~investment~~as the return of the Fund’s underlying benchmark. Each Fund uses leverage and should produce returns for a single day that are more volatile than that of its benchmark. If a Fund’s underlying target benchmark moves 33% or more in ~~any~~a given business day in a direction adverse to the Fund, the Fund’s investors would lose all of their money.

·The ~~While~~Bear ~~close~~Fund ~~tracking~~pursues ofdaily ~~any~~leveraged ~~Fund~~investment goals that are inverse to the performance of its target benchmark, ~~may~~an investment bestyle ~~achieved~~known onas ~~any~~“shorting”, ~~single~~which ~~trading~~is ~~day,~~an ~~several~~investment ~~factors~~strategy ~~may~~opposite ~~affect~~of ~~their~~most ~~ability~~mutual tofunds ~~consistently~~and ~~achieve~~exchange ~~this~~traded ~~correlation~~funds.

·Shareholders ~~Over~~who ainvest ~~period of time~~ in ~~excess of one day,~~ the ~~cumulative~~Funds ~~percentage~~should ~~increase~~actively ormanage ~~decrease~~and inmonitor ~~the~~their NAV of the Shares of a Leveraged Fund may diverge significantly from a multiple or inverse multiple of cumulative percentage decrease or increase in the relevant benchmark due to a compounding effect. Price volatilityinvestments, ~~which~~as isfrequently ~~exacerbated~~as ~~by the use of leverage, may possibly cause the total loss of an investor’s investment and may adversely impact performance over periods longer than one day~~daily.

·1 ~~Investors cannot be assured of the Sponsor’s continued services, which discontinuance may be detrimental to the Funds.~~

·Table Investorsof may be adversely affected by redemption or creation orders that are subject to postponement, suspension or rejection under certain circumstances.Contents

·There Anis ~~investor~~no ~~may~~assurance bethat ~~adversely~~the ~~affected~~Funds bywill ~~lack~~achieve oftheir ~~independent~~investment ~~advisers~~objectives ~~representing~~and ~~investors~~an investment in the Funds could lose money. No single Fund is a complete investment program.

·A ~~Possibility~~more extensive discussion of ~~termination~~the additional risks of investing in the Funds ~~may~~appears ~~adversely~~under ~~affect~~“Risk anFactors” ~~investor’s~~beginning ~~portfolio~~on page 8.

·Overview The value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares.

3The Direxion Daily Crude Oil Bull 3X Shares (the “Crude Oil Bull Fund”) and the Direxion Daily Crude Oil Bear 3X Shares (the “Crude Oil Bear Fund”) offer investors the opportunity to obtain leveraged long or inverse leveraged short exposure to a particular commodity by tracking a target benchmark; the Bloomberg WTI Crude Oil SubindexSM. The Funds seek daily correlation to three times, or three times the inverse, respectively, of its target benchmark. Neither Fund should be expected to track the performance of its target benchmark for any period longer than one business day. Additionally, while each Fund seeks daily correlation to its target benchmark, it should not be expected to track dollar for dollar the spot price of the underlying commodity. As used in this Prospectus, the terms “daily,” “day,” and “trading day,” refer to the period from the time the Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation.

·Each Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to its benchmark is consistent with such Fund’s daily investment objective. The ~~NAV~~impact ~~may~~of ~~not~~the ~~always~~benchmark’s ~~correspond~~movements during the day will affect whether a particular Fund’s portfolio needs to ~~market~~be ~~price~~repositioned. ~~and~~For example, asif the Crude Oil Bear 3X Fund’s benchmark has risen on a given day, net assets of the Fund should fall. As a result, ~~investors~~inverse ~~may~~exposure will need to be ~~adversely~~decreased. ~~affected~~Conversely, byif the ~~creation~~Crude orOil ~~redemption~~Bear 3X Fund’s benchmark has fallen on a given day, net assets of ~~Creation~~the ~~Units~~Fund atshould rise. As a ~~value~~result, inverse exposure will need to be increased. For the Crude Oil Bull 3X Shares, the Fund’s long exposure will need to be increased on days when the Fund’s benchmark rises and decreased on days when the Fund’s benchmark falls. Daily rebalancing and the compounding of each day’s return over time means that ~~differs~~the return of each Fund for a period longer than a single day will be the result of each day’s returns compounded over the period, which will very likely differ from three times (3x) or three times the inverse (-3x), as applicable, of the return of the Fund’s benchmark for the same period. A Fund will lose money if its benchmark’s performance is flat over time, and it is possible for a Fund to lose money over time regardless of the performance of an underlying benchmark, as a result of daily rebalancing, the benchmark’s volatility and compounding. Under normal market ~~price~~conditions, each Fund intends to obtain exposure to its target benchmark by investing substantially all its assets in crude oil futures contracts listed and traded in the United States and listed options on such futures contracts (“Futures Contracts”). (The value of a futures contract is derived from the ~~Shares~~value of an underlying asset, rate or benchmark (such asset, rate or benchmark, a “Reference Asset”)).

· The ~~Leveraged~~ Funds’ investments ~~use~~in ofFutures ~~leverage~~Contracts ~~and/~~are used to produce economically “leveraged” or ~~short~~“inverse ~~positions~~leveraged” ~~could~~investment beresults ~~considered~~for tothe beFunds. ~~speculative~~Under ~~and~~limited ~~could~~circumstances, ~~result~~each Fund also may invest in ~~the~~swap ~~total~~contracts ~~loss~~and offorward ancontracts that ~~investor~~reference a Fund’s ~~investment~~benchmark. As used herein, the term “Financial Instruments” refers to Futures Contracts, swaps and forward contracts.

·In ~~Fewer~~seeking ~~representative~~to ~~commodities~~achieve ~~may~~each ~~result~~Fund’s indaily ~~greater~~leveraged ~~benchmark~~investment ~~volatility~~objective, ~~which~~the ~~could~~Sponsor ~~adversely~~uses ~~affect~~a anmathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions that the Sponsor believes, in combination, should produce daily returns consistent with each Fund’s investment objective. The Sponsor relies upon a pre-determined model to generate orders that result in repositioning the ~~Shares~~Funds’ investments in accordance with its respective investment objective. The mathematical model is engineered during the product development phase prior to a Fund’s launch and is adjusted when necessary in order to help each Fund achieve its investment objective.

·The ~~Failure~~Sponsor ofdoes ~~the~~not ~~commodity~~invest or the ~~currency~~assets of ~~markets,~~the asFunds ~~the~~based ~~case~~on ~~may~~its ~~be,~~view toof ~~exhibit~~the ~~low~~investment tomerit ~~negative~~of ~~correlation~~a toparticular ~~general~~investment, ~~financial~~other ~~markets~~than ~~will~~for ~~reduce~~cash ~~benefits~~management ofpurposes, ~~diversification~~nor ~~and~~does ~~may~~it ~~exacerbate~~conduct ~~losses~~conventional tocommodity anresearch ~~investor’s~~or ~~portfolio.~~

·2 ~~Trading on commodity exchanges outside the United States is not subject to U.S. regulation and may result in different or diminished investor protections.~~

·Table An investment in the Shares may be adversely affected by competition from other methods of investing in commodities or currencies.Contents

· analysis, ~~The~~or ~~presence~~forecast ofmarket ~~“contango”~~movement or trends in managing the ~~market~~assets ~~prices~~ of ~~benchmark~~the ~~commodity~~Funds. ~~futures~~Each ~~contracts~~Fund ~~will~~ generally ~~adversely~~seeks ~~affect~~to ~~the~~remain ~~value~~fully ofexposed ~~the~~at ~~related~~all ~~Bull~~times ~~Funds,~~to ~~and~~its ~~the~~target ~~presence~~benchmark ofwithout ~~“backwardation”~~regard ~~in the~~ to market ~~prices~~conditions, oftrends ~~benchmark~~or ~~commodity~~direction ~~futures~~and ~~contracts will~~ generally ~~adversely~~does ~~affect~~not ~~the~~take ~~value~~defensive ~~of the related Bear Funds~~positions.

·Direxion ~~Leveraged~~Asset ~~Funds~~Management, ~~that~~LLC, ~~are designed to track~~ a ~~multiple~~Delaware limited orliability ~~inverse~~company, ~~multiple~~serves ofas the ~~daily~~Trust’s ~~performance~~Sponsor ofand ~~precious~~is ~~metals~~a ~~(the~~registered ~~“Commodity~~commodity ~~Funds”)~~pool dooperator ~~not~~with ~~invest~~the inCommodity ~~precious~~Futures ~~metals~~Trading asCommission ~~certain~~(the ~~other~~“CFTC”) ~~exchange~~and ~~traded~~is ~~products~~a ~~do.~~member ~~Rather~~of the ~~Commodity~~National ~~Funds~~Futures ~~use~~Association ~~Financial~~(“NFA”). ~~Instruments~~The principal tooffice ~~gain~~of ~~exposure~~the toSponsor ~~these~~and ~~precious~~the ~~metals.~~Funds ~~Not~~is ~~investing~~located ~~directly~~at in1301 ~~precious~~Avenue ~~metals~~of ~~may~~the ~~introduce~~Americas ~~additional~~(6th ~~tracking~~Avenue), ~~error~~28th ~~and~~Floor, ~~the~~New ~~Commodity~~York, ~~Funds~~New ~~are~~York, ~~subject~~10019. toThe ~~the~~telephone ~~effects~~number of ~~contango~~the Sponsor and ~~backwardation~~the ~~described~~Funds ~~above~~is 866-476-7523.

·The ~~Funds~~Direxion ~~are~~Daily ~~subject~~Crude toOil ~~counterparty~~Bull ~~risks,~~3X ~~credit~~Shares ~~risks~~ and ~~other~~the ~~risks~~Direxion ~~associated~~Daily ~~with~~Crude ~~swap~~Oil ~~agreements~~Bear 3X Shares attempt to provide daily investment results (before fees and ~~forward~~expenses) ~~contracts~~that correlate to 300% or -300% respectively, ~~which~~of ~~could~~the ~~result~~daily inperformance ~~significant~~of ~~losses~~their totarget benchmark. Specifically, the target benchmark for the Funds is the Bloomberg WTI Crude Oil SubindexSM.

·Purchases ~~Each Fund seeks to track its respective benchmark,~~ and Sales in the ~~case~~Secondary ofMarket ~~Bull Funds and Bear Funds, a multiple or inverse multiple thereof,~~ on ~~an daily basis at all times even during periods in which~~ the ~~applicable~~NYSE ~~benchmark~~Arca ~~is flat as well as when a benchmark is moving in a manner which causes a Leveraged Fund’s NAV to decline, thereby causing losses to such Fund.~~

·The ~~Investors~~shares ~~who~~of ~~only~~the ~~invest~~Funds in(“Shares”) ~~any~~will ~~one~~be oflisted on the ~~Leveraged~~NYSE ~~Funds~~Arca ~~may~~Equities, ~~not~~Inc. be(the ~~able~~“Exchange”) under the ticker symbols to ~~profit~~be ifannounced prior to the commencement of trading. Secondary market ~~value~~purchases and sales of ~~the~~Shares ~~underlying~~are ~~benchmark~~subject ~~moves~~to ~~against~~ordinary ~~such~~brokerage ~~investment~~commissions and charges.

·Creation Aand ~~Fund’s~~Redemption ~~exposure~~Transactions ~~to the commodities or currencies markets may subject the Fund to greater volatility than investments in traditional securities, which may adversely affect an investor’s investment in that Fund.~~

·Only ~~Fees~~an Authorized Participant may purchase (i.e., create) or redeem Creation Units in the Funds. Creation Units in a Fund are ~~charged~~expected to ~~regardless~~be created when there is sufficient demand for Shares in such Fund that the market price per Share is at a premium to the NAV per Share. Authorized Participants will likely sell such Shares to the public at prices that are expected to reflect, among other factors, the trading price of ~~profitability~~the Shares of such Fund and ~~may~~the ~~result~~supply of and demand for the Shares at the time of sale and are expected to fall between the NAV and the trading price of the Shares at the time of sale. Similarly, it is expected that Creation Units in ~~depletion~~a Fund will be redeemed when the market price per Share of ~~assets~~such Fund is at a discount to the NAV per Share. The Sponsor expects that the exploitation of such arbitrage opportunities by Authorized Participants and their clients and customers will tend to cause the public trading price of the Shares to track the NAV per Share of a Fund closely over time. Retail investors seeking to purchase or sell Shares on any day are expected to effect such transactions in the secondary market at the market price per Share, rather than in connection with the creation or redemption of Creation Units.

·A creation ~~Possible~~transaction, ~~illiquid~~which ~~markets~~is ~~may~~subject ~~exacerbate~~to ~~losses~~acceptance by Foreside Fund Services, LLC (the “Distributor”), generally takes place when an Authorized Participant deposits a specified amount of cash (unless as provided otherwise in this Prospectus) in exchange for a specified number of Creation Units. Similarly, Shares can be redeemed only in Creation Units, generally for cash (unless as provided otherwise in this Prospectus). Except when aggregated in Creation Units, Shares are not redeemable. The prices at which creations and redemptions occur are based on the next calculation of the NAV after an order is received in a form described in the Authorized Participant Agreement and the related Authorized Participant Handbook. The manner by which Creation Units are purchased and redeemed is dictated by the terms of the Authorized Participant Agreement and Authorized Participant Handbook. By placing a purchase order, an Authorized Participant agrees to deposit cash (unless as provided otherwise in this Prospectus) with Bank of New York Mellon., the custodian of the Funds.

·Creation ~~Competing~~and ~~claims~~redemption transactions must be placed each day with Foreside by the create/redeem cut-off time (stated below), or earlier if the Exchange or other exchange material to the valuation or operation of ~~intellectual~~such ~~property~~Fund ~~rights~~closes ~~may~~before ~~adversely~~such ~~affect~~cut-off time, to receive that day’s NAV. Because the ~~Funds~~primary trading session for the commodities and/or anfutures ~~investment~~contracts inunderlying the ~~Shares~~Funds have different closing (or fixing) times than U.S. Equity markets, the NAV calculation times for the Funds generally shall be 2:30 p.m. Eastern Time.

·The ~~Investors~~Funds’ daily NAVs may be ~~adversely~~found ~~affected~~at ~~by an overstatement or understatement of the NAV calculation of a Fund due to the valuation method employed when a settlement price is not available on the date of NAV calculation~~www.direxioninvestments.com.

·3 Changes in currency exchange rates and the relative value of the Japanese Yen and the Euro will affect the value of your investment in the Direxion Daily Japanese Yen Bull 3X Shares, Direxion Daily Japanese Yen Bear 3X Share, Direxion Daily Euro Bull 3X Shares and Direxion Daily Euro Bear 3X Shares (“Currency Funds”).

4Table of Contents

·Breakeven ~~With~~Amounts ~~respect to the Currency Funds, substantial purchases or sales of a foreign currency by the official sector of the relevant foreign country could adversely affect an investment in the Currency Funds.~~

·The ~~Geographic~~Funds ~~concentration~~will ofbe profitable only if returns from a Fund’s investments exceed its “breakeven amount.” Estimated breakeven amounts are set forth in the ~~currencies~~table below. The estimated breakeven amounts represent the estimated amount of ~~any~~trading income that each Fund would need to achieve during one ~~country~~year ~~may~~to ~~subject~~offset athe ~~Currency~~Fund’s estimated fees, costs and expenses, net of any interest income earned by the Fund on its investments. It is not possible to ~~greater~~predict ~~volatility~~whether ~~than~~a ~~geographically~~Fund ~~diversified~~will ~~funds~~breakeven at the end of the first twelve months of an investment or any other period. See “Charges—Breakeven Table,” beginning on page 42, for more detailed tables showing breakeven amounts.

· The market price of gold and silver is highly unpredictable which creates a potential for losses.


FUND	Breakeven Amount (% Per Annum of Average Daily NAV)			Assumed Selling Price Per Share		Breakeven Amount ($ for the Assumed Selling Price Per Share)
Direxion Daily Crude Oil Bull 3X Shares		0.90	%	$	25.00	$
Direxion Daily Crude Oil Bear 3X Shares		0.90	%	$	25.00	$

~~Risks~~The ~~Related~~breakeven analysis set forth in the table above assumes that the Shares have a constant month-end NAV, and assumes that the selling price per Share will equal the NAV. The analysis is based on an assumed NAV per Share of each Fund as listed in the table above under Assumed Selling Price Per Share. The actual NAV of each Fund will differ after the initial purchase by initial Authorized Participants and is likely to change on a daily basis. The initial price per Share is to be paid by the initial Authorized Participants is expected to be $25.00 per Share for each of the Funds’. ~~Shares~~

·Important ~~The~~Tax ~~lack~~Information ~~of active trading markets for the Shares of a Fund may result in losses on investors’ investments at the time of disposition of his, her, or its Shares.~~

·Please ~~The~~note ~~Shares~~that each Fund will distribute to shareholders a Schedule K-1 that will contain information regarding the income and expense items of ~~each~~the Fund. ~~are~~The ~~new~~Schedule ~~securities~~K-1 ~~products~~is a complex form and ~~their~~shareholders ~~value~~may ~~could~~find ~~decrease~~that ifpreparing ~~unanticipated~~tax ~~operational~~returns may require additional time or ~~trading~~may ~~problems~~require ~~arise~~assistance of an accountant or other tax preparer, at additional expense to the shareholder.

·Summary ~~The liquidity~~ of ~~the~~Certain ~~Shares~~Risks ~~may also be affected by the withdrawal from participation of Authorized Participants, which could adversely affect the market price of the Shares.~~

·Before ~~Shareholders~~investors invest in the Shares, they should be aware that there are ~~not~~various ~~Authorized~~risks. ~~Participants~~Investors ~~may~~should ~~only~~consider ~~purchase~~carefully orthe ~~sell~~risks described ~~their~~below ~~Shares~~together inwith ~~secondary~~all ~~trading~~of ~~markets~~the other information included in this Prospectus, ~~and~~as ~~the~~well ~~conditions~~as ~~associated~~information ~~with~~found ~~trading~~in documents incorporated by reference in ~~secondary~~this ~~markets~~Prospectus, before they decide to purchase any Shares. These risk factors may ~~adversely~~be amended, ~~affect~~supplemented ~~investors’~~or ~~investment~~superseded from time to time by risk factors contained in any periodic report, prospectus supplement, post-effective amendment or in other reports filed with the ~~Shares~~SEC in the future.

·An ~~NYSE~~investment ~~Arca~~in ~~may~~any ~~halt~~Fund ~~trading~~entails inrisk. ~~the~~Each ~~Shares~~Fund could lose money or its performance could trail that of aother investment alternatives. The Sponsor cannot guarantee that the Fund ~~which~~will ~~would~~achieve ~~adversely~~its ~~impact~~daily ~~investors’~~investment ~~ability~~objective. The summary risk factors set forth below are intended merely to ~~sell~~highlight ~~Shares~~certain risks that apply to some or all of the Funds. For a more detailed explanation of risks, please see the section titled “Risk Factors.”

·• ~~Shareholders~~Intra-Day doInvestment Risk: The Funds seek daily investment results, which should not be equated with seeking an investment objective for shorter than a day. Thus, an investor who purchases Fund shares after the close of the markets on one trading day and before the close of the markets on the next trading day will likely have more, or less, than the ~~protections~~target ~~associated~~investment ~~with~~exposure ~~ownership~~to the target benchmark, depending upon the movement of ~~shares~~the target benchmark from the end of one trading day until the time of purchase. If the target benchmark moves in ana ~~investment~~direction ~~company~~favorable ~~registered~~to ~~under~~a Fund, the ~~1940~~Fund’s ~~Act~~net assets will rise by the same amount as the Fund’s exposure. Conversely, if the target benchmark moves in a direction adverse to the Fund, the Fund’s net assets will decline by the same amount as the Fund’s exposure. Since each Fund starts each trading day with exposure to the target benchmark equal to its target (i.e. 300% or -300% as applicable), a change in both exposure and the net assets of a Fund by the

·4 ~~Shareholders do not have the rights enjoyed by investors in certain other vehicles and may be adversely affected by a lack of statutory rights and by limited voting and distribution rights.~~

·Table The value of the Shares will be adversely affected if the Funds are required to indemnify the Trustee or the Sponsor.Contents

·same ~~Although~~amount results in a change in the ~~Shares~~comparative relationship of ~~each~~the ~~Fund~~two. ~~are~~As ~~limited~~an ~~liability~~example ~~investments~~(using simplified numbers), ~~certain~~if ~~circumstances~~the ~~such~~Bull asFund ~~bankruptcy~~had $100 in net assets at the market close on Day 1, it would seek $300 of aexposure ~~Fund~~to orthe ~~indemnification~~next-trading-day’s target benchmark performance. If the target benchmark rose by 1% by noon on the following trading day, the exposure of athe Fund will have risen by 1% to $303 and the ~~shareholder~~net assets will ~~increase~~have arisen ~~shareholder’s~~by ~~liability~~that $3 gain to $103. With net assets of $103 and exposure of $303, an investor at that point (noon) would be receiving 294% exposure of her investment instead of 300%.

·• ACompounding ~~court~~and ~~could~~Market ~~potentially~~Volatility ~~conclude~~Risk: There can be no guarantee that ~~the~~a ~~assets~~Fund ~~and~~will ~~liabilities~~achieve a high degree of ~~one~~correlation ~~Fund~~with ~~are~~its ~~not~~daily ~~segregated~~leveraged investment objective relative to its target benchmark. A failure to achieve a high degree of correlation may prevent a Fund from ~~those~~achieving its daily leveraged investment objective. A number of ~~another~~factors may adversely affect a Fund’s correlation with its target benchmark, including fees, expenses, transaction costs, costs associated with the Funds’ use of leveraged investment techniques, income items and ~~thereby~~accounting ~~potentially~~standards. ~~exposing~~A Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in ~~one~~the Fund being over- or under-exposed to ~~the~~its ~~liabilities~~target ofbenchmark. ~~another~~Each Fund seeks to rebalance its portfolio daily to keep leverage consistent with each Fund’s daily investment objective.

·Each ~~Shareholders~~Fund ofdoes ~~each~~not ~~Fund~~attempt ~~will~~to, and should not be ~~subject~~expected to, ~~taxation~~provide onreturns ~~their~~which ~~share~~are 300% or -300% of the return of its target benchmark for periods other than a single day. Each Fund rebalances its portfolio on a daily basis, increasing exposure in response to that day’s ~~taxable~~gains ~~income~~or reducing exposure in response to that day’s losses. This means that for a period longer than one day, ~~whether~~the orpursuit of daily goals may result in daily leveraged compounding for the Funds. It also means that the return of a target benchmark over a period of time greater than one day multiplied by the Fund’s daily leveraged investment objective generally will not ~~they~~equal ~~receive~~the ~~cash~~Fund’s ~~distributions~~performance over that same period.

·As ~~Investors~~a ~~could~~result, beover ~~adversely~~time, ~~affected~~the ifcumulative ~~items~~percentage increase or decrease in the value of ~~income,~~the ~~gain,~~Fund’s ~~deduction,~~portfolio ~~loss~~may ~~and~~diverge ~~credit~~significantly ~~with~~from ~~respect~~the cumulative percentage increase or decrease in the 300% or -300% of the return of the Fund’s target benchmark due to ~~Shares~~the compounding effect of losses and gains on the returns of the Fund. It also is expected that a Fund’s ~~are~~use ~~reallocated~~of inleverage will cause the ~~event~~Fund ~~that~~to underperform the ~~Internal~~return ~~Revenue~~of ~~Service~~300% ~~(“IRS”)~~of ~~does~~its ~~not~~underlying ~~accept~~index ~~the~~in ~~assumptions~~a trendless or ~~conventions~~flat ~~used~~market. byThe effect of compounding becomes more pronounced on the Fund’s inperformance ~~allocating~~as ~~Fund~~the ~~tax~~target ~~items~~benchmark experiences volatility.

·Shareholders ~~Investors~~who ~~could~~invest bein ~~adversely~~the ~~affected~~Funds ifshould actively ~~the~~manage ~~current~~and ~~treatment~~monitor oftheir ~~long-term~~investments, ~~capital~~as ~~gains~~frequently ~~under~~as ~~current U~~daily.S. ~~federal~~The ~~income~~Funds ~~tax~~are ~~law~~not isintended ~~changed~~to orbe ~~repealed~~used by, and are not appropriate for, investors who intend to hold positions without engaging in ~~the~~such ~~future~~daily reevaluation.

~~Risks~~• ~~Related~~Counterparty Risk: The Funds may invest in financial instruments involving counterparties for the purpose of attempting to ~~Regulatory~~gain ~~Requirements~~exposure to a particular commodity. The Funds will use counterparty agreements to exchange the returns (or differentials in rates of return) earned or realized in particular predetermined investments or instruments. The Funds will not enter into any agreement involving a counterparty unless the Sponsor believes that the other party to the transaction is creditworthy. The use of swap agreements involves risks that are different from those associated with ordinary futures transactions. For example, the Funds bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. In addition, the Funds may enter into swap agreements with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit risk. Swap agreements and ~~Potential~~other ~~Legislative~~counterparty ~~Changes~~instruments also may be considered to be illiquid. Further, there is a risk that no suitable counterparties will be willing to enter into, or continue to enter into, transactions with the Funds and, as a result, the Funds may not be able to achieve their investment objectives.

·5 ~~The Funds are subject to regulatory risk associated with futures contracts that could adversely affect the Funds’ operations and profitability and cause conflicts of interest.~~

·Table Failure of FCMs to segregate assets may increase losses in the Funds.Contents

·• ~~Regulatory~~Correlation ~~changes~~Risk: As with any derivative instrument, effectiveness of the trading strategy or ~~actions~~the ~~may~~investment ~~alter~~will depend on how closely the ~~operations~~derivative product correlates with the underlying asset or the reference value. For example, this can happen if the price of shares traded on the NYSE does not correlate closely with the value of the Funds NAV, and ~~profitability~~if the changes in the Funds’ NAV do not correlate closely with the changes in price in the reference Futures Contract, and if the settlement price of the Futures Contracts does not correlate closely with the spot price of the underlying commodity. This is a risk because if these correlations do not exist or are not statistically significant, then the investors may not be able to use the Funds as a cost effective tool to indirectly invest in the underlying commodity, use the Funds to hedge their exposure in a commodity, or to speculate on the volatility associated with the referenced commodity.

·• ~~Legislative~~Leverage ~~changes~~Risk: ~~are~~The ~~being~~Funds ~~proposed~~use ~~that~~leveraged ~~could~~investment ~~make~~techniques itin seeking to achieve their respective investment objectives. Leverage should cause a Fund to lose more ~~difficult,~~money ifin market environments adverse to its daily investment objectives than a Fund that does not ~~impossible~~employ leverage, ~~for~~which ~~the~~could ~~Funds,~~result ~~particularly~~in the ~~Leveraged~~total ~~Funds,~~loss toof ~~operate~~an investor’s investment.

5• Commodity Risk: An investment in a Fund is subject to risks associated with its applicable benchmark commodity. Changes in the commodity markets due to new commodity-linked instruments being available, large purchases or sales of commodities by world governments, supply and demand for a commodity or other market or political factors may affect the price of a commodity. Such price movement may, in turn, negatively affect the performance of a Fund.

~~Investment~~• ~~Objectives~~New Fund Risk: The Funds have no prior operating history. There can be no assurance that a Fund will grow to or maintain an economically viable size, in which case the Sponsor may recommend that a Fund be liquidated.

~~Investment~~• ~~objectives~~Position ofLimits Risk: Under the ~~Bull~~U.S. ~~Funds~~Commodity Exchange Act (“CEA”) as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the U.S. Commodity Futures Trading Commission (“CFTC”) must promulgate the rulemaking on position limits. This rule will: (i) impose federal position limits on swaps and futures on selected physical commodities; and (ii) apply aggregation requirements to affiliated parties positions in these commodities. The CFTC has proposed the new position limits rule in December 2016 and has finalized its rule on aggregation. In addition, commodity exchanges have their own position limits rules that must be followed by traders with exposure to commodities. There is a significant risk that the final CFTC rule on position limits together with the aggregation rule may significantly inhibit Fund’s ability to enter into transactions in commodities that are subject to position limits.

~~Each~~• ~~Bull~~Regulatory ~~Fund~~Risk: ~~seeks~~The ~~daily~~Dodd-Frank ~~leveraged~~Act ~~investment~~has ~~results~~significantly ~~(before~~altered ~~fees~~CFTC’s ~~and~~regulatory ~~expenses)~~regime ~~that~~applicable ~~correlate positively~~ to ~~three~~commodities. ~~times~~Although ~~(300%)~~almost ~~the~~all ~~daily return~~ of ~~its~~the ~~target~~rulemaking ~~benchmark. If~~under athe ~~Bull~~Dodd-Frank ~~Fund~~Act ishave ~~successful~~been incompleted ~~meeting~~by ~~its~~the ~~objective~~CFTC, ~~its~~there ~~value~~is in a ~~given~~significant ~~day~~risk ~~(before~~that ~~fees~~with ~~and~~the ~~expenses)~~change ~~should~~of ~~gain approximately three times as much on a percentage basis as its corresponding benchmark when~~ the ~~benchmark~~administration ~~rises~~in ~~during a given day. Conversely~~2017, ~~its~~many ~~value~~of inthe arule ~~given~~promulgated ~~day~~subsequent ~~(before~~to ~~fees~~the ~~and~~enactment ~~expenses)~~of ~~should~~the ~~lose~~Dodd-Frank ~~approximately~~Act ~~three~~may ~~times~~be assubject ~~much~~to on a ~~percentage~~review ~~basis~~under as the ~~corresponding~~Republican ~~benchmark~~Administration. ~~when~~Accordingly, ~~the~~there ~~benchmark~~is ~~declines during~~ a ~~given~~significant ~~day.~~risk ~~Each~~that ~~Bull~~some ~~Fund acquires long exposure in any one~~ of ~~or combinations of Financial Instruments, including Financial Instruments with respect to~~ the regulations applicable ~~Bull Fund’s benchmark, such that each Bull Fund has approximately 300% exposure~~ to the ~~corresponding~~Funds ~~benchmark~~may atmaterially ~~the time of the NAV calculation~~change.

~~Each~~• ~~Bull~~Over-The-Counter ~~Fund~~(“OTC”) ~~seeks~~Markets toRisk: ~~remain~~The ~~fully~~Funds ~~invested~~may atalso ~~all~~invest ~~times~~in ~~consistent~~negotiated ~~with~~“OTC” ~~its stated goal. At the close of the markets each trading day~~contracts, ~~the~~which ~~Sponsor~~are ~~positions~~not ~~each~~as ~~Bull~~liquid ~~Fund’s~~as ~~portfolio~~exchange-traded sofutures ~~that its target benchmark is consistent with the Fund’s investment objective~~contracts. ~~The~~ ~~impact~~OTC ofcontracts ~~the~~expose ~~relevant benchmark’s movements during~~ the ~~day~~Funds ~~will affect whether a Fund’s portfolio needs~~ to ~~be re-positioned. For example, if a Bull Fund’s benchmark has risen on a given day, net assets of~~ the ~~Fund~~risk ~~should rise, meaning~~ that ~~the~~a Fund’s ~~exposure~~counterparty ~~will~~may ~~need~~not to be ~~increased. Conversely,~~able ifto asatisfy ~~Bull~~their ~~Fund’s~~obligations ~~benchmark~~to ~~has fallen on a given day, net assets of~~ the Fund ~~should fall, meaning the Fund’s exposure will need to be reduced~~.

~~Investment~~6 ~~objectives of the Bear Funds:~~

EachTable “Bear” Fund seeks daily leveraged investment results (before fees and expenses) that correlate negatively to three times (300%) the inverse (opposite) return of its target benchmark. If a “Bear” Fund is successful in meeting its objective, its value in a given day (before fees and expenses) should gain approximately three times as much on a percentage basis as its corresponding benchmark when the benchmark falls in a given day. Conversely, its value in a given day (before fees and expenses) should lose approximately three times as much on a percentage basis as the corresponding benchmark when the benchmark rises in a given day. Each Bear Fund acquires short exposure in any one of or combinations of Financial Instruments, including Financial Instruments with respect to the applicable Bear Fund’s benchmark, such that each Bear Fund has approximately 300% exposure to the corresponding benchmark at the time of the NAV calculation.Contents

~~Each~~ORGANIZATIONAL ~~Bear~~CHART Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets each trading day, the Sponsor positions each Bear Fund’s portfolio so that its exposure to its target benchmark is consistent with the Fund’s investment objective. The impact of the relevant benchmark’s movements during the day will affect whether a Fund’s portfolio needs to be re-positioned. For example, if a Bear Fund’s benchmark has fallen on a given day, net assets of the Fund should rise, meaning that the Fund’s exposure will need to be increased. Conversely, if a Bear Fund’s benchmark has risen on a given day, net assets of the Fund should fall, meaning the Fund’s exposure will need to be reduced.

~~Investment~~DIREXION ~~objective~~SHARES ofETF ~~the~~TRUST ~~Dynamic~~II ~~VEQTOR Fund:~~

LOGO

~~The~~7 Dynamic VEQTOR Fund seeks investment results (before fees and expenses) that generally correspond to the performance of the S&P 500® Dynamic VEQTOR Index (the “Dynamic VEQTOR Index”). The Dynamic VEQTOR Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets each trading day, the Sponsor positions the Fund’s portfolio so that its exposure to the Dynamic VEQTOR Index is consistent with the Fund’s investment objective. The impact of the Dynamic VEQTOR Index’s movements during the day will affect whether the Fund’s portfolio needs to be re-positioned. For example, if the Dynamic VEQTOR Index has risen on a given day, net assets of the Fund should rise, meaning that the Fund’s exposure will need to be increased. Conversely, if the Dynamic VEQTOR Index has fallen on a given day, net assets of the Fund should fall, meaning the Fund’s exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated.

6Table of Contents

~~Principal~~RISK ~~Investment~~FACTORS ~~Strategies~~

InBefore ~~seeking~~investors toinvest ~~achieve~~in ~~each~~the ~~Fund’s daily investment objective~~Funds, ~~the~~they ~~Sponsor~~should ~~uses~~be ~~statistical~~aware ~~and~~that ~~quantitative~~there ~~analysis~~are tovarious ~~determine the investments each Fund makes and the techniques it employs~~risks. ~~Using~~ ~~this~~Investors ~~approach,~~should ~~the~~consider ~~Sponsor~~carefully ~~determines~~ the ~~type,~~risks described ~~quantity~~below ~~and~~together ~~mix~~with all of ~~investment positions that~~ the ~~Sponsor~~other ~~believes~~information included in ~~combination~~this ~~should~~Prospectus ~~produce~~before ~~daily~~they ~~returns~~decide ~~consistent~~to ~~with~~purchase aany ~~Fund’s objective~~Shares. ~~The~~These ~~Sponsor~~risk ~~relies~~factors ~~upon~~may abe ~~pre-determined~~amended, ~~model~~supplemented toor ~~generate~~superseded ~~orders~~from ~~that~~time ~~result~~to intime ~~repositioning~~by ~~each~~risk ~~Fund’s~~factors ~~investments~~contained in ~~accordance~~any Prospectus ~~with its daily investment objective. As a consequence~~supplement, ifpost-effective aamendment ~~Fund~~or isin ~~performing~~other asreports ~~designed,~~we ~~the~~file ~~return~~with of the ~~index~~SEC orin ~~benchmark will dictate~~ the ~~return for that Fund~~future. ~~Each~~ ~~Fund pursues its investment objective regardless of the market conditions and does not take defensive positions.~~

~~Each~~The ~~Fund~~Funds ~~invests~~have ~~principally~~no operating inhistory, any one of or combinations of the Financial Instruments described below with respect to the applicable Fund’s benchmark to the extent determined appropriate by the Sponsor. Assets of each Fund not invested in Financial Instruments are held in cash or invested in cash equivalents and~~/or~~, ~~U.S. Treasury Securities or other high credit quality short- term fixed-income or similar securities (such~~ as ~~shares~~a ~~of money market funds~~result, ~~bank~~investors ~~deposits,~~have ~~bank~~no ~~money~~performance ~~market~~history ~~accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. or the applicable foreign currency with respect~~ to ~~a Currency Fund) that~~ serve as ~~collateral~~a factor for ~~the~~evaluating ~~Financial~~an ~~Instruments.~~investment ~~The types of commodity interests~~ in ~~which~~the ~~each Fund invests may vary daily. The~~ Funds ~~do not currently intend to invest directly in any commodity or currency but may invest directly in U~~.S. ~~Treasury securities.~~

~~Swap~~The ~~Agreements~~Funds have no performance history upon which to evaluate an investor’s investment in the Funds. Although past performance is not necessarily indicative of future results, if the Funds had any performance history, such performance history might (or might not) provide investors with more information on which to evaluate an investment in the Funds.

~~Swap~~There ~~agreements~~is ~~are~~risk ~~bilateral derivative contracts~~ that ~~are entered into primarily by institutional investors for a specified period ranging from a day to more than a year. In a standard swap,~~ the ~~parties agree to exchange the returns on an “underlier,” which could be an asset, an~~ investment, ~~loans~~objectives ~~or a basket~~ of ~~equity investments, an instrument or an index in exchange for a fixed or floating rate of return based on an interest rate (commonly referred to as~~ the ~~interest~~Funds ~~rate~~will ~~leg~~not ~~of the swap) in respect of a predetermined (notional) amount. Swap agreements may~~ be ~~entered into over-the-counter or, if they are standardized, on an exchange~~met. In the case of futures contracts based on indices, the reference interest rate is zero. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap may be linked. Swaps are usually entered into on a net basis, that is, the two payment streams are netted out in a cash settlement on the payment date or dates specified in the agreement with the parties receiving or paying, as the case may be, only the net amount of the two payments. In a typical swap agreement entered into by a Bull Fund, absent fees, transaction costs and interest, the Bull Fund would be entitled to settlement payments in the event the benchmark increases and would be required to make payments to the swap counterparty in the event the benchmark decreases. In a typical swap agreement entered into by an Bear Fund, absent fees, transaction costs and interest, the Bear Fund would be required to make payments to the swap counterparty in the event the benchmark increases and would be entitled to settlement payments in the event the benchmark decreases.

~~Forward~~The ~~Contracts~~success of the Funds depends on a number of conditions that are beyond the control of the Funds. There is risk that the investment objectives of the Funds will not be met. The Sponsor began operating publicly offered commodity pools in April 2014. If the experience of the Sponsor and its principals is not adequate or suitable to manage investment vehicles such as the Funds, the operations of the Funds may be adversely affected.

ADue ~~forward contract is a contractual obligation~~ to ~~purchase or sell a specified quantity of a commodity, currency or other asset at or before a specified date in~~ the ~~future~~compounding at a specified price and, therefore, is economically similar to a futures contract. A forward contact may arrange for an upfront payment or a payment upon an exchange that is forward in time. Forward contracts are, in general, not cleared or guaranteed by a third party if they are traded over-the-counter. A forward contract that is standardized in terms of ~~price,~~daily ~~quantity and other features~~returns, and is margined and traded on an exchange is a futures contract. Forward contracts for a given commodity or currency are generally available for various amounts and maturities and are subject to individual negotiation between the ~~parties~~Funds’ ~~involved~~returns ~~if they trade the forward~~ over~~-the-counter.~~ ~~Moreover,~~periods longer ~~there~~than ~~is generally no direct means of offsetting or closing out an OTC forward contract by taking an offsetting position as one would~~ a ~~futures~~single ~~contract~~day ~~on a U.S. exchange. If a trader desires to close out an OTC forward contract position, he generally~~ will ~~establish~~likely andiffer ~~opposite position~~ in ~~the~~amount ~~contract but will settle~~ and ~~recognize~~possibly ~~the~~even ~~profit~~direction orfrom ~~loss on both positions simultaneously on~~ the ~~delivery~~Funds ~~date.~~multiple ~~Thus,~~times ~~unlike in~~ the ~~futures~~benchmark ~~contract~~return ~~market~~for ~~where a trader who has offset positions will recognize profit or loss immediately, in~~ the forward market a trader with a position that has been offset at a profit will generally not receive such profit until the delivery date, and likewise a trader with a position that has been offset at a loss will generally not have to pay money until the delivery dateperiod. In recent years, however, the terms of forward contracts have become more standardized, and in some instances such contracts now provide a right of offset or cash settlement as an alternative to making or taking delivery of the underlying commodity or currency.

7The return of a target benchmark over a period of time greater than one day multiplied by s Fund’s daily target (e.g., 300% or -300%) generally will not equal the Fund’s performance over that same period. (See, “Understanding Compounding” below for further information). Each Fund seeks investment results for a single day only, as measured from NAV calculation time to NAV calculation time, and not for any other period (see “Summary—Creation and Redemption Transactions” for the typical NAV calculation time of each Fund). The Funds do not seek to achieve their stated investment objective over a period of time greater than one day because mathematical compounding prevents the Funds from achieving such results. The return of a Fund for a period longer than a single day is the result of its return for each day compounded over the period, and usually will differ from three times (3x) or three times the inverse (-3x) of the return of the Fund’s benchmark for the same period. A Fund will lose money if its benchmark’s performance is flat over time, and it is possible for a Fund to lose money over time regardless of the performance of an underlying benchmark, as a result of daily rebalancing, the benchmark’s volatility and compounding. Longer holding periods, higher benchmark volatility, inverse exposure and greater leverage each affect the impact of compounding on a Fund’s returns. Daily compounding of a Fund’s investment returns can dramatically and adversely affect its longer-term performance during periods of high volatility. Volatility may be at least as important to a Fund’s return for a period as the return of the Fund’s underlying benchmark.

~~The~~Each Fund ~~forward~~uses ~~markets~~leverage ~~provide~~and ~~what~~should ~~has~~produce ~~typically~~daily ~~been~~returns athat ~~highly~~are ~~liquid~~more ~~market~~volatile ~~for~~than ~~foreign~~that ~~exchange~~of ~~trading,~~its ~~and~~target inbenchmark. ~~certain~~The ~~cases~~Funds ~~the~~are ~~prices~~not ~~quoted~~appropriate for ~~forward~~all ~~contracts~~investors ~~based~~and onpresent ~~foreign~~different ~~exchange~~risks ~~underliers~~than ~~may~~other befunds. ~~more~~The ~~favorable~~Funds ~~than~~use ~~the~~leverage ~~prices~~and ~~for~~are ~~foreign~~riskier than similarly benchmarked exchange-traded ~~futures~~funds ~~contracts~~that ~~traded~~do onnot ~~U.S.~~use ~~exchanges~~leverage. ~~Commercial~~The ~~banks~~use ~~participating~~of leveraged positions could result in ~~trading~~the ~~foreign~~total ~~exchange~~loss ~~forward~~of ~~contracts~~an ~~often~~investor’s doinvestments. ~~not~~An ~~require~~investor ~~margin~~should ~~deposits,~~only ~~but~~consider ~~rely~~an ~~upon~~investment ~~internal~~in ~~credit~~a ~~limitations~~Fund ~~and~~if ~~their~~he ~~judgments~~or ~~regarding~~she understands the ~~creditworthiness~~risks ofassociated ~~their~~with ~~counterparties.~~the Inuse ~~recent~~of ~~years~~leverage, ~~however,~~consequences ~~many~~of ~~OTC~~seeking ~~market~~daily ~~participants~~leveraged inor ~~foreign~~daily ~~exchange~~inverse ~~trading~~leveraged ~~have~~investment ~~begun~~results and, with respect to ~~require~~the ~~that~~Funds ~~their~~seeking ~~counterparties~~an ~~enter~~inverse ~~into~~result, ~~standardized~~the ~~master~~risk ~~agreements~~of ~~that~~shorting. ~~call~~Daily ~~for~~investment ~~collateral~~objective funds, orif used ~~margin~~properly toand bein ~~posted~~conjunction inwith ~~order~~the toinvestor’s ~~secure~~view ~~positions.~~on the future direction and volatility of the markets, can be useful tools for

~~Futures~~8 ~~Contracts~~

ATable futures contract is a standardized contract traded on, and subject to the rules of, an exchange that calls for the future delivery of a specified quantity and type of a commodity at a specified time and place. Futures contracts are traded on a wide variety of commodities, including bonds, interest rates, agricultural products, stock indices, currencies, energy, metals and other assets or indices. The size and length of futures contracts on a particular commodity are identical and are not subject to any negotiation, other than with respect to price and the number of contracts traded between the buyer and seller.Contents

~~The~~ investors ~~contractual~~who ~~obligations~~want ofto amanage ~~buyer~~their orexposure ~~seller~~to ~~may~~various ~~generally~~markets beand ~~satisfied~~market bysegments ~~taking~~and orwho ~~making~~are ~~physical~~willing ~~delivery~~to ofmonitor ~~the~~a ~~underlying~~Fund’s ~~commodity~~performance orand byreevaluate ~~making~~their aninvestment ~~offsetting~~position ~~sale~~at orthe ~~purchase~~end of every anday. ~~identical~~Shareholders ~~futures~~who ~~contract~~invest onin the ~~same~~Funds orshould ~~linked~~actively ~~exchange~~manage ~~before~~and ~~the~~monitor ~~designated~~their ~~date~~investments, ofas ~~delivery~~frequently as daily. The ~~difference~~Funds ~~between~~are ~~the~~not ~~price~~intended atto ~~which~~be ~~the~~used ~~futures~~by, ~~contract~~and isare ~~purchased~~not orappropriate ~~sold~~for, ~~and~~investors ~~the~~who ~~price~~intend ~~paid~~to ~~for~~hold ~~the~~positions ~~offsetting~~without engaging ~~sale~~in orsuch ~~purchase,~~daily ~~after~~reevaluation. ~~allowance~~Investors ~~for~~who ~~brokerage~~do ~~commissions,~~not ~~constitutes~~understand the ~~profit~~Funds or ~~loss~~do not intend to manage the ~~trader.~~funds ~~Some~~on ~~futures~~a ~~contracts,~~daily ~~such~~basis asshould ~~stock~~not ~~index~~buy ~~contracts~~the ~~and~~Funds. ~~certain~~However, ~~commodity~~daily ~~futures~~leveraged ~~contracts~~funds, ~~settle~~if used properly and in ~~cash~~conjunction ~~(reflecting~~with the investor’s ~~difference~~view ~~between~~on the ~~contract~~future ~~purchase/sale~~direction ~~price~~ and volatility of the ~~contract~~markets, ~~settlement~~can ~~price)~~be ~~rather~~useful ~~than~~tools byfor ~~delivery~~investors ofwho want to manage their exposure to various markets and market segments and who are willing to monitor and/or periodically rebalance their portfolios. Shareholders who invest in the ~~underlying~~Funds ~~commodity~~should actively manage and monitor their investments, as frequently as daily.

~~Options~~Understanding Compounding

~~Option~~Each ~~contracts~~Fund ~~grant~~seeks ~~one~~to ~~party~~rebalance aits ~~right~~portfolio daily to keep exposure consistent with its daily investment objective. Each Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of its target benchmark for periods other than a ~~price,~~single ~~either~~trading day. This is due to ~~buy~~a ormathematical ~~sell~~concept ~~forward~~called ~~contracts~~compounding, ~~futures~~which ~~contracts~~exists orin ~~currencies~~all atinvestments, but has a ~~fixed~~more ~~price~~significant ~~during~~impact on leveraged funds. Each Fund rebalances its portfolio on a ~~specified~~daily basis, increasing exposure in response to that day’s gains or reducing exposure in response to that day’s losses. This means that the return of a target benchmark over a period of time greater than one day multiplied by the Fund’s daily target (e.g., 300% or on-300%) generally will not equal the Fund’s performance over that same period. In general, during periods of higher target benchmark volatility, compounding will cause results for periods longer than a ~~specified~~single day to be less than 300% or -300% of the return of the target benchmark. This effect becomes more pronounced as volatility target increases. Conversely, in periods of lower target benchmark volatility (particularly when combined with higher target benchmark returns), leveraged fund returns over longer periods can be greater than 300% or -300% of the return of the target benchmark. Actual returns for a particular period, before fees and expenses, are also dependent on the magnitude of the target benchmark return in addition to the target benchmark volatility. The following hypothetical examples are intended to illustrate how compounding works:

~~How~~Compounding ~~the~~Example ~~Leveraged~~1—Benchmark ~~Funds~~Lacks ~~Expect~~A toTrend ~~Obtain 300% (or -300%) Exposure to the Corresponding Benchmark~~

~~Each~~Consider ~~Leveraged~~the following four funds: “Benchmark Fund” ~~attempts~~is toa ~~have~~traditional ~~total~~benchmark ~~exposure~~fund which seeks (before fees and expenses) to match (100%) the ~~corresponding~~performance of the XYZ benchmark. “Bull ~~that~~Fund” ~~equals~~is ~~300%~~a ofhypothetical ~~fund~~leveraged ~~assets~~Fund, ~~for~~similar ~~the~~to a Bull ~~Funds~~Fund, and -seeks daily leveraged investment results (before fees and expenses) that correspond to 300% of ~~fund~~the ~~assets~~daily performance ~~for~~of the XYZ benchmark. “Bear ~~Funds~~Fund” is a hypothetical leveraged fund, atsimilar to a Bear Fund, and seeks daily leveraged investment results (before fees and expenses) that correspond to -300% of the ~~time~~daily ~~NAV~~performance isof ~~calculated~~the XYZ benchmark.

ToOn ~~achieve this~~Tuesday, ~~each~~the ~~Leveraged~~value ~~Fund~~of ~~holds~~the ~~some~~XYZ ~~combination~~benchmark ofincreases ~~Financial~~in ~~Instruments~~value ~~(swap~~from ~~contracts,~~$100 ~~futures~~to ~~contracts~~$105, ~~forward~~a ~~contracts,~~gain ~~option~~of ~~contracts)~~5%. On ~~and~~Wednesday, ~~that~~the invalue of ~~combination~~the ~~with~~XYZ ~~cash~~benchmark ~~equivalents~~declines ~~result~~from in$105 ~~total~~back ~~long~~to ~~notional~~$100, ~~exposure~~a ~~equal~~loss toof ~~300~~4.76%. In ~~of fund assets for~~ the ~~Bull Funds~~aggregate, ~~and~~over ~~total~~the ~~short~~two ~~notional~~trading ~~exposure~~days ~~equal~~presented, tothe ~~-300%~~value ofXYZ ~~fund~~benchmark ~~assets~~has ~~for~~not ~~the Bear Funds~~moved.

~~Each~~A of$100 ~~the~~investment ~~Financial Instruments held~~ in athe ~~particular~~Benchmark ~~Leveraged~~ Fund ~~has~~would anbe ~~underlying~~expected ~~benchmark~~to ~~that~~gain is$5.00 ~~substantially~~(5%) ~~the~~on ~~same~~Tuesday asand ~~the~~lose ~~underlying benchmark for the particular Leveraged Fund~~$5.00 ~~Furthermore, each of the Financial Instruments held~~ (~~with the exception of certain options~~4.76%) ~~has~~on aWednesday ~~beta~~to ~~of approximately one so that the~~ return ~~of the Financial Instrument is essentially equivalent~~ to ~~the~~its original ~~return of the target benchmark~~value. AsThe ~~such,~~following ~~for~~example ~~each~~assumes ~~dollar~~a ~~invested~~$100 investment in the ~~Leveraged~~Benchmark Fund, ~~three~~when ~~dollars of long exposure in Financial Instruments are sought for~~ the ~~Bull~~XYZ ~~Funds~~Benchmark ~~and~~is ~~three~~also ~~dollars~~valued ofat ~~short~~$100: ~~exposure are sought for the Bear Funds.~~

Seeking daily leveraged investment results provides potential for greater gains and losses relative to benchmark performance. For instance, the Direxion Daily Gold Bull 3X Shares seeks to provide, before fees and expenses, 300% of the daily performance of COMEX gold futures. If the daily performance of the benchmark gains 2% in a given day, the Direxion Daily Gold Bull 3X Fund would be expected to gain approximately 6%. Conversely, if the benchmark declines 2% in a given day, the Direxion Daily Gold Bull 3X Fund would be expected to lose 6%. However, for a period longer than one day, the pursuit of daily goals may result in daily leveraged compounding, which means that the return of a target benchmark over a period of time greater than one day multiplied by the Leveraged Fund's daily target (e.g., 300%) generally will not equal a Leveraged Fund's performance over that same period.


BENCHMARK FUND
Day	Benchmark Value		Benchmark Daily Performance			Benchmark Cumulative Performance			Value of Investment		Investment Cumulative Performance
	$	100.00							$	100.00
Tuesday	$	105.00		5.00	%		5.00	%	$	105.00		5.00	%
Wednesday	$	100.00		-4.76	%		0.00	%	$	100.00		0.00	%

TheTable Leveraged Funds seek daily leveraged investment results and are not intended to be used by, and are not appropriate for, investors who do not intend to actively monitor and manage their portfolios. These Leveraged Funds are very different from most pooled investments, such as a mutual fund or an exchange traded fund. First, each Leveraged Fund pursues daily leveraged investment goals, which means that the Leveraged Funds are riskier than alternatives that do not use leverage because the Leveraged Funds magnify the performance of the benchmark of an investment. Second, each Bear Fund pursues investment goals which are inverse to the performance of its benchmark; a result opposite of most mutual funds and exchange traded funds. If a Leveraged Fund's shares are held through the end of a trading day, the Leveraged Fund's performance is likely to deviate from the multiple of the benchmark performance for the longer period. This deviation will increase with higher market and commodities volatility and longer holding periods. As a consequence, investors should not plan to hold the funds unmonitored for more than one day. Further, the return for investors that invest for periods less than a day may not be the product of the return of the target benchmark for such shorter period and the magnification point for the Leveraged Fund. The Leveraged Funds are not suitable for all investors.Contents

~~For~~The ~~investments~~same ~~held~~$100 ~~through~~investment ~~the end of a trading day, volatility~~ in the ~~performance~~Bull ~~of the benchmark from day to day is the primary cause of any disparity between a Leveraged~~ Fund's, ~~actual returns~~however, ~~the~~would ~~product~~be ofexpected ~~the~~to ~~Leveraged~~gain ~~Fund's~~15% ~~beta~~on ~~and~~Tuesday (300% ~~the returns~~ of ~~the~~5%) ~~benchmark~~but ~~for~~decline ~~such longer period~~14. ~~Volatility~~28% ~~causes~~(300% ~~such disparity because it exacerbates the effects~~ of ~~compounding~~-4.76%) on ~~a Leveraged Fund's returns~~Wednesday.

The Leveraged Funds are designed to be used by traders and active investors employing dynamic strategies. Such investors are expected to monitor and manage their portfolios frequently, and certainly at least daily. The Leveraged Funds should be utilized only by sophisticated investors who (a) understand the risks associated with the use of leverage, (b) understand the consequences of seeking daily leveraged investment results, (c) understand the risk of shorting, and (d) intend to actively monitor and manage their investments. Investors who do not understand the Leveraged Funds or do not intend to actively manage their funds and monitor their investments should not buy the Leveraged Funds. There is no assurance that the Leveraged Funds will achieve their objectives and an investment in a Leveraged Fund could lose money. No single Leveraged Fund is a complete investment program.


BULL FUND
Day	Benchmark Value		Benchmark Daily Performance			300% of Benchmark Daily Performance			Value of Investment		Benchmark Cumulative Performance			Investment Cumulative Performance
	$	100.00							$	100.00
Tuesday	$	105.00		5.00	%		15.00	%	$	115.00		5.00	%		15.00	%
Wednesday	$	100.00		-4.76	%		-14.28	%	$	98.58		0.00	%		-1.42	%

~~Conflicts~~Although ofthe ~~Interest~~percentage decline is smaller on Wednesday than the percentage gain on Tuesday, the loss is applied to a higher principal amount so the investment in the Bull Fund has a loss even when the aggregate benchmark value for the two-day period has not declined.

~~There~~Because ~~may be conflicts of interest between~~ the ~~investors~~Bear ~~and~~Fund ~~the~~seeks ~~Sponsor~~leveraged ~~and~~inverse ~~its affiliates. The Sponsor has not established formal procedures to resolve all potential conflicts of interest. Consequently~~returns, ~~investors~~the ~~may~~same be$100 ~~dependent~~investment onin the ~~good~~Bear ~~faith~~Fund ofwould ~~the~~be ~~respective~~expected ~~parties subject~~ to ~~such~~lose ~~conflicts~~15% toon ~~resolve~~Tuesday ~~them~~and then ~~equitably~~gain 14. ~~For~~28% ~~more information regarding these potential conflicts of interest, see “Conflicts of Interest”~~ on ~~page __~~Wednesday.

The Sponsor


BEAR FUND
Day	Benchmark Value		Benchmark Daily Performance			-300% of Benchmark Daily Performance			Value of Investment		Benchmark Cumulative Performance			Investment Cumulative Performance
	$	100.00							$	100.00
Tuesday	$	105.00		5.00	%		-15.00	%	$	85.00		5.00	%		-15.00	%
Wednesday	$	100.00		-4.76	%		14.28	%	$	97.14		0.00	%		-2.86	%

~~Direxion~~Because ~~Asset Management, LLC, a New York limited liability company, serves as~~ the ~~Trust’s~~gain ~~Sponsor,~~on ~~commodity~~Wednesday ~~pool operator and commodity trading advisor. The Sponsor and its trading principals do not have established experience in operating commodity pools and managing futures trading accounts. The Sponsor~~ is ~~registered~~multiplied asby ~~a commodity pool operator and commodity trading advisor with~~ the ~~CFTC,~~already-diminished ~~and is a member of the NFA. As a registered commodity pool operator and commodity trading advisor~~investment, ~~with respect to~~ the ~~Trust,~~investment ~~the~~in ~~Sponsor must comply with various regulatory requirements under~~ the ~~Commodity~~Bear Fund ~~Exchange~~does ~~Act~~not ~~(the~~make ~~“CEA”),~~up ~~and~~its ~~the~~Monday ~~rules~~losses ~~and~~even ~~regulations~~though of the ~~CFTC~~benchmark ~~and~~has ~~the~~returned ~~NFA, including investor protection requirements, antifraud prohibitions, disclosure requirements, and reporting and recordkeeping requirements. The Sponsor is also subject~~ to ~~periodic~~its ~~inspections~~original ~~and audits by the CFTC and NFA~~value.

~~Under~~Compounding ~~the~~Example 2—Benchmark ~~Trust~~Has ~~Agreement~~A ~~between~~Clear ~~the~~Trend Sponsor and the Trustee (the “Trust Agreement”), the Sponsor has exclusive management and control of all aspects of the business of each Fund. The Trustee has no duty or liability to supervise the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor.

9Compounding will not always result in greater losses. If the benchmark trends in one direction (e.g. increases in value for two consecutive trading days), the compounded return will outperform the benchmark’s cumulative performance multiplied by 300% or -300% (as applicable). For example, if the value of the XYZ Benchmark were to increase to $110 on Wednesday (instead of decline back to $100 as it had in the prior example), the resulting performance of the hypothetical Benchmark Fund, Bull Fund and Bear Fund would be as follows:

Each Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to xx% per annum of its average daily NAV. The Management Fee is paid in consideration of the Sponsor’s trading advisory services.


BENCHMARK FUND
Day	Benchmark Value		Benchmark Daily Performance			Benchmark Cumulative Performance			Value of Investment		Investment Cumulative Performance
	$	100.00							$	100.00
Tuesday	$	105.00		5.00	%		5.00	%	$	105.00		5.00	%
Wednesday	$	110.00		4.76	%		10.00	%	$	110.00		10.00	%

The Administrator, Custodian and Transfer Agent


BULL FUND
Day	Benchmark Value		Benchmark Daily Performance			300% of Benchmark Daily Performance			Value of Investment		Benchmark Cumulative Performance			Investment Cumulative Performance
	$	100.00							$	100.00
Tuesday	$	105.00		5.00	%		15.00	%	$	115.00		5.00	%		15.00	%
Wednesday	$	110.00		4.76	%		14.28	%	$	131.42		10.00	%		31.42	%

~~The~~10 ~~Bank of New York Mellon (“BNYM”), One Wall Street, New York, New York 10286, serves as the Funds’ transfer agent, administrator and custodian.~~

PursuantTable to a Fund Administration and Accounting Agreement between the Trust and BNYM, BNYM provides the Trust with administrative and management services (other than investment advisory services) and accounting services, including portfolio accounting services, tax accounting services and furnishing financial reports. As compensation for the administration and management services, the Trust pays BNYM a fee based on the Trust’s total average daily net assets of [_]% on net assets, with a minimum annual complex fee of approximately $[]. For the accounting services, the Trust pays BNYM a fee based on the Trust’s total average daily net assets of 0.03% and a minimum annual complex fee of approximately $[___]. BNYM also is entitled to certain out-of-pocket expenses for the services mentioned above, including pricing expenses.Contents

Pursuant to a Custodian Agreement, BNYM serves as the custodian of a Fund’s assets. The custodian holds and administers the assets in a Fund’s portfolios. Pursuant to the Custody Agreement, the custodian receives an annual fee based on the Trust’s total average daily net assets of [____]% and certain settlement charges. The custodian also is entitled to certain out-of-pocket expenses.


BEAR FUND
Day	Benchmark Value		Benchmark Daily Performance			-300% of Benchmark Daily Performance			Value of Investment		Benchmark Cumulative Performance			Investment Cumulative Performance
	$	100.00							$	100.00
Tuesday	$	105.00		5.00	%		-15.00	%	$	85.00		5.00	%		-15.00	%
Wednesday	$	110.00		4.76	%		-14.28	%	$	72.86		10.00	%		-27.14	%

~~The~~In ~~Distributor~~the above example, the benchmark’s cumulative performance was 10%, but the Bull Fund gained slightly more than 30% (300% of 10%), due to the fact that Wednesday’s additional gains were applied to a higher investment amount. Additionally, although the benchmark’s trend was adverse to the performance of the Bear Fund on both days, the cumulative loss to the investment was less than 30%, due to the fact that Wednesday’s additional losses were applied to an already-lowered investment amount.

~~Foreside~~Because ~~Fund~~the ~~Services,~~benchmark ~~LLC,~~trended ~~located~~in atone ~~3 Canal Plaza~~direction, ~~Suite~~compounding ~~100,~~improved ~~Portland, Maine 04101, serves as~~ the ~~distributor~~cumulative performance of the ~~Shares~~Bull ~~(“Foreside”~~Fund, orBear ~~the~~Fund. ~~“Distributor”)~~This ~~The~~would ~~Distributor~~also isbe true aif ~~broker-dealer registered with~~ the ~~SEC~~benchmark ~~under~~trended ~~the~~in ~~Securities Exchange Act of 1934 and a member of~~ the ~~Financial~~other ~~Industry Regulatory Authority~~direction. ~~The~~However, ~~Trust offers Shares of the Funds for sale through the Distributor~~ in ~~Creation~~that ~~Units~~instance, asthe ~~described~~Bear ~~below.~~Fund ~~The~~would ~~Distributor~~outgain ~~will~~-300% ~~also~~of ~~assist~~ the ~~Sponsor~~benchmark’s ~~and~~cumulative ~~administrator~~performance ~~with certain functions~~ and ~~duties~~the ~~relating~~Bull toFund’s ~~distribution~~losses ~~and~~would ~~marketing,~~be ~~including~~slightly ~~reviewing~~less ~~and~~than ~~approving~~300% ~~marketing~~of ~~materials. The~~the benchmark’s ~~Distributor~~cumulative ~~is not participating in this offering as a firm commitment underwriter~~performance.

The ~~Trustee~~above examples are intended to illustrate how compounding affects an investment in a Fund held for longer than a trading day. Compounding exists in all investments, but has a more significant impact in leveraged funds. As demonstrated, the Funds do not and should not be expected to return 300% or -300%, as applicable, of the return of their benchmark over any period of time other than from the close of markets on one trading day to the close of markets on the following trading day. This effect becomes more pronounced as volatility increases. Conversely, in periods of lower benchmark volatility (particularly when combined with higher benchmark returns), the Crude Oil Bull Fund’s returns over longer periods can be higher than three times (3x) the return of the benchmark. Actual results for a particular period, before fees and expenses, are also dependent on the magnitude of the benchmark return in addition to the benchmark volatility. Similar effects exist for the Crude Oil Bear Fund, and the significance of these effects may be even greater with such inverse leveraged funds.

~~Wilmington~~Effects ~~Trust Company, a Delaware banking corporation, is the sole Trustee~~ of ~~the~~Volatility Trust. The rights and duties of the Trustee and the Sponsor with respect to the offering of the Shares and Fund management and the shareholders are governed by the provisions of the Delaware Statutory Trust Act (the “DSTA”) and by the Trust Agreement. The Trustee will accept service of legal process on ~~the~~Compounding Trust in the State of Delaware and will make certain filings under the DSTA. The Trustee does not owe any other duties to the Trust, the Sponsor or the shareholders of any Fund. The Trustee’s principal offices are located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1615, Attention: Corporate Capital Markets. The Trustee is unaffiliated with the Sponsor.

~~Futures~~For ~~Commission~~investments ~~Merchant~~held beyond the close of markets on a trading day, volatility in the performance of the benchmark from day to day will exacerbate the effects of compounding on a Fund’s returns. To illustrate this, consider the following two examples:

~~The~~Compounding Volatility ~~Sponsor~~Example ~~has~~1—Benchmark ~~selected~~Experiences ~~Prudential~~Low ~~Bache~~Volatility Commodities, LLC (“PBC”) as its initial FCM and has entered into a Futures Account Agreement with PBC. PBC, in its capacity as a registered FCM, serves as a clearing broker to the Trust and each Fund and as such arranges for the execution and clearing of each Fund’s futures and options on futures transactions. PBC acts as clearing broker for many other funds and individuals.

Margin Levels


BULL FUND
Day	Benchmark Value		Benchmark Daily Performance			300% of Benchmark Daily Performance			Value of Investment		Benchmark Cumulative Volatility			Benchmark Cumulative Performance			Investment Cumulative Performance
	$	100.00							$	100.00
Monday	$	104.00		4.00	%		12.00	%	$	112.00					4.00	%		12.00	%
Tuesday	$	103.00		-0.96	%		-2.88	%	$	108.77		56	%		3.00	%		8.77	%
Wednesday	$	104.00		0.97	%		2.91	%	$	111.94		40	%		4.00	%		11.94	%
Thursday	$	105.00		0.96	%		2.88	%	$	115.17		33	%		5.00	%		15.17	%
Friday	$	104.00		-0.95	%		-2.86	%	$	111.88		32	%		4.00	%		11.88	%
Monday	$	105.00		0.96	%		2.88	%	$	115.10		29	%		5.00	%		15.10	%

~~While~~In the ~~portfolio~~above ~~composition may vary over time~~example, itthe isbenchmark’s ~~not~~cumulative ~~expected~~return ~~that~~for ~~any~~the ~~Fund~~6 ~~will~~days ~~ever~~presented ~~have~~is ~~futures exposure greater than 300~~5.00% ~~of Fund assets~~. ~~Thus,~~ Because the ~~maximum~~benchmark ~~held~~experienced atvery anlow ~~FCM~~volatility, ~~would~~the ~~not~~return ~~exceed~~of ~~three times~~ the ~~margin~~Fund ~~requirement~~i. Ite. is15.10% ~~possible~~closely ~~that~~correlated awith ~~Fund’s~~300% ~~FCM~~of ~~will require margins greater than the levels set by the relevant exchange and it is also possible~~ that abenchmark ~~Fund~~return ~~may qualify for the lower margin levels available to hedge accounts~~i. ~~For~~e. ~~more~~300% ~~information~~of ~~regarding~~5% ~~margin~~= ~~levels, see “Margin Levels Expected to be Held at the FCM” on p~~15. ~~___~~00%.

1011

LimitationTable of LiabilitiesContents

~~The~~Compounding ~~Trust~~Volatility isExample a2—Benchmark ~~Delaware~~Experiences ~~statutory~~High ~~Trust,~~Volatility and the Sponsor and the Trustee have the obligations set forth in the Trust Agreement. Except to the extent otherwise required by law, the Sponsor, Trustee or their respective affiliates do not have any liability (contractual or otherwise) to the Trust, any Fund or to any shareholder or beneficial owner for any loss if the Sponsor, Trustee or affiliated person, in good faith, determined that such course of conduct was in the best interest of the Trust or the applicable Fund. In addition, the Sponsor or Trustee will be indemnified by the Trust for any liability or expense it incurs while acting in good faith and in the best interests of the Trust to the maximum extent allowed by law, including indemnification.

Investors’ investment in a Fund is part of the assets of that Fund, and it is therefore only subject to the risks of that Fund’s trading. Investors cannot lose more than their investment in a Fund, and they are not subject to the losses or liabilities of a Fund in which they have not invested. Except to the extent otherwise required by law, no shareholder in one series or class of shares has the right to pursue litigation on behalf of any other series or class of shares unless such litigation relates to the rights affecting shareholders of all such series or classes, and no shareholder in one series or class of shares has the right to request in any litigation relief in the name of or for the benefit of any other series or class of shares. Each Share, when purchased in accordance with the Trust Agreement of the Trust, shall, except as otherwise provided by law, be fully-paid and non-assessable.


BULL FUND
Day	Benchmark Value		Benchmark Daily Performance			300% of Benchmark Daily Performance			Value of Investment		Benchmark Cumulative Volatility			Benchmark Cumulative Performance			Investment Cumulative Performance
	$	100.00							$	100.00
Monday	$	110.00		10.00	%		30.00	%	$	130.00					10.00	%		30.00	%
Tuesday	$	104.00		-5.45	%		-16.36	%	$	108.73		173	%		4.00	%		8.73	%
Wednesday	$	100.00		-3.85	%		-11.54	%	$	96.18		135	%		0.00	%		-3.82	%
Thursday	$	108.00		8.00	%		24.00	%	$	119.27		126	%		8.00	%		19.27	%
Friday	$	110.00		1.85	%		5.56	%	$	125.89		109	%		10.00	%		25.89	%
Monday	$	105.00		-4.55	%		-13.64	%	$	108.72		107	%		5.00	%		8.72	%

~~The~~Like ~~debts,~~the ~~liabilities,~~prior ~~obligations~~example, ~~claims~~in ~~and~~the ~~expenses~~above ofexample, athe ~~particular~~benchmark’s ~~Fund~~cumulative ~~are~~return ~~enforceable~~for ~~against~~ the ~~assets~~6 ofdays ~~that~~presented is ~~Fund~~5.00%. In ~~only~~this example, ~~and~~however, ~~not~~the ~~against~~benchmark ~~the~~experienced ~~assets~~high ofvolatility. ~~other~~As ~~Funds~~a orresult, the ~~assets~~return of the ~~Trust~~Fund ~~generally,~~i.e. ~~and,~~8.72% ~~unless~~has ~~otherwise~~very ~~provided~~little inrelationship ~~the~~to ~~Trust~~300% ~~Agreement,~~of ~~none~~that ofbenchmark ~~the~~return ~~debts,~~i.e. ~~liabilities,~~300% ~~obligations~~of ~~and~~5% ~~expenses~~= ~~incurred,~~15.00%. Because ~~contracted~~the Fund was held for ora ~~otherwise~~longer ~~existing~~period ~~with~~than ~~respect~~one totrading ~~the~~day ~~Trust~~and ~~generally~~the orbenchmark ~~any~~experienced ~~other~~high ~~series~~volatility, ~~thereof~~the ~~are~~Fund’s ~~enforceable~~return ~~against~~diverged ~~the~~significantly ~~assets~~from 300% of ~~such~~the ~~Fund,~~benchmark asreturn for the ~~case~~longer ~~may be~~period.

~~Creation~~The ~~and~~annualized ~~Redemption~~historical ofvolatility ~~Shares~~rate for each Fund’s target benchmark for the five-year period ended December 31, 2016 is as follows:

~~The~~Target ~~Funds~~Benchmark ~~create~~AnnualizedHistoricalVolatilityRate ~~and~~Bloomberg ~~redeem~~WTI ~~Shares~~Crude ~~from~~Oil ~~time~~SubindexSM to time, but only in one or more Creation Units. A Creation Unit is a block of 50,000 Shares of a Fund. Creation Units may be created or redeemed only by Authorized Participants. Except when aggregated in Creation Units, the Shares are not redeemable securities. Authorized Participants pay a fixed and variable transaction fee in connection with each order to create or redeem a Creation Unit. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors. The form of Authorized Participant Agreement and related Authorized Participant Handbook sets forth the procedures for the creation and redemption of Creation Units of Shares and for the delivery of cash required for such creations or redemptions.%

~~See~~The ~~“Creation~~highest ~~and~~annual ~~Redemption~~volatility ofrate ~~Shares”~~ for ~~more~~each ~~details.~~Fund’s target benchmark during the five-year period ended December 31, 2016 is as follows:

~~The~~Target ~~Offering~~Benchmark HighestAnnualVolatilityRate Bloomberg WTI Crude Oil SubindexSM %

The ~~effective~~annualized ~~date~~performance ~~will~~for beeach ~~the date on which the SEC declares the registration statement relating to this Prospectus effective. Each~~ Fund’s ~~issues~~target ~~Shares~~benchmark infor ~~Creation Units to Authorized Participants in~~ the ~~manner~~five-year ~~described~~period inended ~~“Creation~~December ~~and~~31, 2016 ~~Redemption of Shares.” The proceeds from sales of Shares are invested after cash~~ is ~~received~~as ~~from~~follows: ~~Authorized Participants.~~

~~Authorized~~Target ~~Participants~~Benchmark AnnualizedPerformance Bloomberg WTI Crude Oil SubindexSM %

~~Each~~Historical ~~Authorized~~benchmark ~~Participant~~volatility ~~must~~and ~~(1)~~performance beare ~~a registered broker-dealer or other securities market participant, such as a bank or other financial institution which is~~ not ~~required~~indications toof ~~register~~what asthe abenchmark ~~broker-dealer~~volatility toand performance ~~engage~~will ~~in securities transactions, (2)~~ be ~~a participant~~ in the ~~Depository~~future. ~~Trust~~This ~~Company~~information ~~(“DTC”),~~is ~~and~~intended ~~(3)~~to ~~have~~simply ~~entered~~underscore ~~into an agreement with~~ the ~~Trust~~fact ~~and~~that the ~~Sponsor~~Funds ~~(an~~are ~~Authorized~~not ~~Participant~~intended ~~Agreement).~~to Abe ~~list~~used ofby, ~~the~~and ~~current~~are ~~Authorized~~not ~~Participants~~appropriate ~~can~~for, beinvestors ~~obtained~~who ~~from~~do ~~the~~not ~~Distributor.~~intend ~~See~~to ~~“Creation~~actively monitor and ~~Redemption~~manage ~~of Shares” for more details~~their portfolios.

11The tables below illustrate the impact of two factors that affect a leveraged, an inverse leveraged or inverse fund’s performance, benchmark volatility and benchmark return. Benchmark volatility is a statistical measure of the magnitude of fluctuations in the returns of a benchmark and is calculated as the standard deviation of the natural logarithms of one plus the benchmark return (calculated daily), multiplied by the square root of the number of trading days per year (assumed to be 252). The tables show estimated fund returns for a number of

~~Net~~12 ~~Asset Value~~

TheTable NAV means the total assets of a Fund including, but not limited to, all cash and cash equivalents or other debt securities less total liabilities of such Fund, each determined on the basis of generally accepted accounting principles in the United States, consistently applied under the accrual method of accounting. NAV is calculated at the following times:Contents

Fund	NAV Calculation Time
Direxion Daily Gold Bull 3X Shares	4:00 p.m. (Eastern Time)
Direxion Daily Gold Bear 3X Shares	4:00 p.m. (Eastern Time)
Direxion Daily Silver Bull 3X Shares	4:00 p.m. (Eastern Time)
Direxion Daily Silver Bear 3X Shares	4:00 p.m. (Eastern Time)
Direxion Daily Japanese Yen Bull 3X Shares	4:00 p.m. (Eastern Time)
Direxion Daily Japanese Yen Bear 3X Shares	4:00 p.m. (Eastern Time)
Direxion Daily U.S. Dollar Bull 3X Shares	4:00 p.m. (Eastern Time)
Direxion Daily U.S. Dollar Bear 3X Shares	4:00 p.m. (Eastern Time)
Direxion Daily Euro Bull 3X Shares	4:00 p.m. (Eastern Time)
Direxion Daily Euro Bear 3X Shares	4:00 p.m. (Eastern Time)
Direxion S&P 500® Dynamic VEQTOR Shares	4:00 p.m. (Eastern Time)

combinations of benchmark volatility and benchmark return over a one-year period. To isolate the impact of daily leveraged, inverse leveraged, or inverse exposure, the graphs assume: a) no fund expenses or transaction costs; b) borrowing/lending rates of zero percent; and c) the fund consistently maintained perfect exposure (300% or -300%) as of the fund’s NAV time each day. If these assumptions were different, the Funds’ performance would be different then that shown. If fund expenses, transaction costs and financing expenses were included, the fund’s performance would be different than shown. The Funds’ actual returns may be significantly greater or less than the returns shown above as a result of any of the factors discussed above or under the risk factor describing correlation or intra-day investment risk.

~~The~~Estimated ~~NAV~~Fund isReturn ~~calculated~~Over asOne ~~described~~Year ~~under~~When ~~“Description~~the ofFund ~~the~~Objective ~~Shares;~~is ~~The~~to ~~Funds;~~Seek ~~Certain~~Daily ~~Material~~Investment ~~Terms~~Results, ofBefore ~~the~~Fees ~~Trust~~and ~~Agreement—Net~~Expenses, ~~Asset~~that ~~Value”~~Correspond ~~for~~to ~~more~~300% (3X) the ~~details~~Daily Performance of a Benchmark.

LOGO

~~Clearance~~13 ~~and Settlement~~

~~The~~One ~~Shares~~Year of300% ~~each~~One ~~Fund~~Index ~~are~~Year ~~evidenced~~Index Volatility byRate ~~global~~Return ~~certificates~~Return ~~that~~10% ~~the~~25% ~~Fund~~50% ~~issues~~75% to100% ~~DTC~~-60% -180% -93.8% ~~The~~-94.7% -97.0% ~~Shares~~-98.8% of-99.7% ~~each~~-50% ~~Fund~~-150% ~~are~~-87.9% ~~available~~-89.6% ~~only~~-94.1% in-97.7% ~~book~~-~~entry~~99.4% ~~form~~-40% -120% -79.0% ~~Shareholders~~-82.1% ~~may~~-89.8% ~~hold~~-96.0% ~~Shares~~-98.9% of-30% a-90% ~~Fund~~-66.7% ~~through~~-71.6% ~~DTC,~~-83.8% if-93.7% ~~they~~-98.3% -20% ~~are~~-60% ~~participants~~-50.3% in-57.6% ~~DTC,~~-75.8% or-90.5% ~~indirectly~~-97.5% ~~through~~-10% ~~entities~~-30% ~~that~~-29.3% ~~are~~-39.6% ~~participants~~-65.6% -86.5% in-96.4% ~~DTC~~0% 0% -3.0% -17.1% -52.8% -81.5% -95.0% 10% 30% 29.2% 10.3% -37.1% -75.4% -93.4% 20% 60% 67.7% 43.3% -18.4% -68.0% -91.4% 30% 90% 113.2% 82.1% 3.8% -59.4% -89.1% 40% 120% 166.3% 127.5% 29.6% -49.2% -86.3% 50% 150% 227.5% 179.8% 59.4% -37.6% -83.2% 60% 180% 297.5% 239.6% 93.5% -24.2% -79.6%

UseTable of ProceedsContents

~~Substantially~~Estimated ~~all~~Fund ofReturn ~~the~~Over ~~proceeds~~One ofYear ~~the~~When ~~offering of~~ the ~~Shares of each~~ Fund ~~are~~Objective ~~used~~is ~~by each Fund~~ to ~~enter~~Seek ~~into~~Daily ~~Financial~~Investment ~~Instruments relating to that Fund’s benchmark in combination with cash or cash equivalents (such as shares of money market funds~~Results, ~~bank~~Before ~~deposits,~~Fees and ~~bank money market accounts~~Expenses, ~~certain variable rate-demand notes and repurchase agreements collateralized by government securities)~~ that ~~collateralize~~Correspond ~~such obligations relating~~ to ~~that~~-300% ~~Fund’s~~or ~~benchmark~~Three ~~with~~Times athe ~~view~~Inverse to(-3X) of ~~achieving, before fees and expenses,~~ the ~~Fund’s~~Daily ~~investment~~Performance ~~objective. The Sponsor has selected PBC as its initial FCM. See “Use~~ of ~~Proceeds”~~a ~~for more details~~Benchmark.

LOGO

~~Fees~~The foregoing tables are intended to isolate the effect of benchmark volatility and ~~Expenses~~benchmark performance on the return of leveraged or inverse leveraged funds. The Funds’ actual returns may be significantly greater or less than the returns shown above as a result of any of the factors discussed above or under the below risk factor describing correlation risks.

~~Management~~Because ~~Fee Each Fund pays~~ the ~~Sponsor~~Funds arebalance ~~Management Fee~~daily, ~~monthly~~typically inat ~~arrears,~~or inabout ~~an amount equal to xx% per annum of its average daily NAV. Organization and Offering Expenses Expenses incurred in connection with organizing each Fund and~~ the ~~initial~~time ~~offering~~ of its ~~shares will be paid by the Trust. The Sponsor will reimburse each Fund to the extent that its organizational and offering costs exceed xx% of its average daily~~ NAV for the first year of operations. Normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund are paid by the Sponsor. Brokerage Commissions and Fees Each Fund pays all brokerage commissionscalculation, ~~including applicable exchange fees, NFA fees and give~~intra-upday ~~fees.~~investment may ~~Other~~result ~~Transaction~~in ~~Costs~~a ~~The~~shareholder ~~Funds~~receiving ~~bear~~greater ~~other~~or ~~transaction~~lesser ~~costs including the effects of trading spreads, financing costs and costs of obtaining short~~ exposure ~~associated with the use of Financial Instruments, and costs relating~~ to the ~~purchase~~target ofbenchmark ~~U.S.~~than ~~Treasury~~set ~~Securities~~forth or similar high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in ~~U.S. or the applicable foreign currency with respect to~~ a ~~Currency~~ Fund)’s investment objective.

12The Funds seek daily leveraged investment results which should not be equated with seeking a goal for shorter than a single trading day. Thus, an investor who purchases shares at any time other than the time of the Fund’s NAV calculation (2:30 p.m. Eastern time) will likely have more, or less, than 300% or -300% (as applicable) leveraged investment exposure to the target benchmark for that day, depending on the performance of the target benchmark from the Fund’s NAV calculation time. If the target benchmark moves in a direction favorable to a Fund, the investor will receive exposure to the target benchmark less than the target exposure for the Fund (300% or -300%). Conversely, if the target benchmark moves in a direction adverse to a Fund, the investor will receive exposure to the target benchmark greater than the target exposure for the Fund (300% or -300%). As an example (using simplified numbers), if a Bull Fund had $100 in net assets at the close of the market on a trading day, it would seek $300 of exposure to the following trading day’s target benchmark performance. If the target benchmark rose by 1% by noon on that following trading day, the exposure of the Bull Fund will have risen by 1% to $303 and the net assets will have risen by that $3 gain to $103. With net assets of $103 and exposure of $303, an investor at that point would be receiving 294% exposure of her investment for the remainder of that trading day instead of 300%.

Routine Operational, Administrative and Other Ordinary Expenses

The Sponsor pays all of the routine operational, administrative and other ordinary expenses of each Fund, generally, as determined by the Sponsor, including, but not limited to, fees and expenses of the Administrator, Custodian, Distributor, Transfer Agent, the licensors for target benchmark indexes, accounting and audit fees and expenses, tax preparation expenses, legal fees not in excess of $[_____] per annum, ongoing SEC registration fees not exceeding [___]% per annum of the NAV of a Fund, Financial Industry Regulatory Authority (“FINRA”) filing fees, individual K-1 preparation and mailing fees not exceeding [___]% per annum of the NAV of a Fund, and report preparation and mailing expenses.

Non-Recurring Fees and Expenses

Each Fund pays all non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Such fees and expenses are those that are non-recurring, unexpected or unusual in nature.

The table below shows the relationship between target benchmark movement intra-day and the resulting exposure for an intra-day investment in a Bull Fund and Bear Fund. For example, consider a Bull Fund that begins the trading day with a value of $100 and an investor purchases shares at noon. As indicated below, if the target benchmark has risen to $105 by noon (i.e. gained 5%) the investor’s exposure would be 274% of the performance of the target benchmark until the end of that trading day. Conversely, if the target benchmark has

In14 the event that none of the expenses described in the immediately preceding paragraph are charged to the Trust, an investment of $10,000 in Shares will incur an annual fee of approximately $[__], or approximately $[___] over five years, assuming a 5% rate of return per annum. Additionally, investors should expect to pay customary brokerage fees and expenses for each purchase or sale of Shares.

~~Each~~One ~~Fund~~Year ~~also~~-300% ~~imposes~~One onIndex anYear ~~Authorized~~Index Volatility ~~Participant~~Rate ~~transaction~~Return ~~fees~~Return to10% ~~offset,~~25% or50% ~~partially~~75% ~~offset,~~100% ~~transfer~~-60% ~~and~~180% ~~other~~1371.5% ~~transaction~~973.9% 248.6% ~~costs~~-46.5% ~~associated~~-96.1% ~~with~~-50% ~~the~~150% ~~issuance~~653.4% ~~and~~449.8% ~~redemption~~78.5% of-72.6% ~~Creation Units~~-98.0% ~~There~~-40% is120% 336.0% a218.2% ~~fixed~~3.3% ~~and~~-84.2% a-98.9% ~~variable~~-30% ~~component~~90% to174.6% ~~the~~100.4% ~~total~~-34.9% ~~transaction~~-90.0% ~~fee~~-99.3% -20% on60% ~~transactions~~83.9% in34.2% ~~Creation~~-56.4% ~~Units~~-93.3% A-99.5% ~~fixed~~-10% ~~transaction~~30% ~~fee~~29.2% of-5.7% ~~$250~~-69.4% is-95.3% -99.7% ~~applicable~~0% to0% ~~each~~-5.8% ~~creation~~-31.3% ~~and~~-77.7% ~~redemption~~-96.6% ~~transaction,~~-99.8% ~~regardless~~10% of-30% ~~the~~-29.2% ~~number~~-48.4% of-83.2% -97.4% ~~Creation Units transacted~~-99.8% A20% ~~variable~~-60% ~~transaction~~-45.5% ~~fee~~-60.2% up-87.1% to-98.0% ~~[___]~~-99.9% of30% ~~the~~-90% ~~value~~-57.1% -68.7% of-89.8% ~~each~~-98.4% ~~Creation~~-99.9% ~~Unit~~40% ~~also~~-120% is-65.7% ~~applicable~~-75.0% to-91.9% ~~each~~-98.8% ~~creation~~-99.9% ~~and~~50% -150% ~~redemption~~-72.1% ~~transaction~~-79.6% ~~The~~-93.4% ~~variable~~-99.0% ~~transaction~~-99.9% ~~fee~~60% is-180% ~~[___]~~-77.0% ~~for~~-83.2% ~~the Commodity Funds and [___]~~-94.6% ~~for the Currency Funds~~-99.2% ~~Investors who use the services of a broker or other such intermediary to purchase Shares of a Fund may pay additional fees for such services~~-99.9%

DistributionsTable of Contents

~~Each~~ declined ~~Fund~~to ~~makes~~$95 ~~distributions~~by atnoon ~~the discretion of the Sponsor~~(i.e. ~~The~~a ~~Funds~~5% ~~currently~~loss), dothe ~~not~~investor’s ~~expect~~exposure towould ~~make~~be ~~distributions~~335% ~~with~~of ~~respect to capital gains or income. Depending on~~ the ~~applicable Fund’s~~ performance ~~for~~of the ~~taxable~~target ~~year~~benchmark ~~and~~until anthe ~~investor’s~~end ~~own~~of ~~tax~~that ~~situation~~trading ~~for~~day. ~~such~~As ~~year, an investor’s income tax liability for~~ the ~~taxable~~table ~~year~~below ~~for his~~shows, the ~~her~~resulting orexposure ~~its~~becomes ~~allocable~~more ~~share~~dramatic ofas ~~such~~the ~~Fund’s~~change ~~net~~in ~~ordinary~~target ~~income~~benchmark orvalue ~~loss~~becomes ~~and~~greater ~~capital~~(e.g. ~~gain~~rising or ~~loss~~declining ~~may~~by ~~exceed any distributions an investor receives with respect to such year~~20%).

~~Fiscal~~Intra-Day ~~Year~~Exposure Table—Benchmark Starts Trading day at $100

The fiscal year of each Fund ends on December 31 of each year.


Benchmark Value at Time of Investment	Benchmark Change Since Start of Trading Day			Resulting Leveraged Bull Fund Exposure			Resulting Leveraged Bear Fund Exposure			Resulting Leveraged 1X Bear Fund Exposure
$95.00		-5.00	%		335	%		-248	%		-90	%
$97.00		-3.00	%		319	%		-267	%		-94	%
$99.00		-1.00	%		306	%		-288	%		-98	%
$100.00		0.00	%		300	%		-300	%		-100	%
$101.00		1.00	%		294	%		-312	%		-102	%
$103.00		3.00	%		283	%		-340	%		-106	%
$105.00		5.00	%		274	%		-371	%		-111	%

~~Financial~~While ~~Information~~close tracking of a Fund to its target benchmark may be achieved for any single trading day, several factors may affect their ability to consistently achieve this correlation.

~~The~~While the Funds ~~have~~seek ~~only~~to ~~recently~~meet ~~been~~their ~~organized~~investment objectives, ~~and~~there ~~have~~is no ~~financial~~guarantee ~~history~~they will do so. Factors that may affect a Fund’s ability to meet its investment objective include: (1) the Sponsor’s ability to purchase and sell Financial Instruments in a manner that correlates to a Fund’s objective; (2) an imperfect correlation between the performance of the Financial Instruments held by a Fund and the performance of the benchmark; (3) bid-ask spreads on such Financial Instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of Financial Instruments and commission costs; (5) holding Financial Instruments traded in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodologies; (7) changes to a benchmark that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; (10) accounting standards; and (11) differences caused by a Fund obtaining exposure to only a representative sample of the components of a benchmark, overweighting or underweighting certain components of a benchmark or obtaining exposure to assets that are not included in a benchmark.

13Further, in order to achieve a high degree of correlation with their applicable underlying benchmark, the Funds seek to rebalance their portfolios daily to keep exposure consistent with their investment objectives. Being materially under- or overexposed to the benchmark may prevent the Funds from achieving a high degree of correlation with their applicable underlying benchmark. Market disruptions or closures, large amounts of assets into or out of the Funds, regulatory restrictions or extreme market volatility will adversely affect the Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmark’s movements during each day. Because of this, it is unlikely that the Funds will be perfectly exposed (i.e., 3x or -3x, as applicable) at the end of each day, and the likelihood of being materially under- or overexposed is higher on days when the benchmark levels are volatile near the close of the trading day.

UIn addition, unlike other funds that do not rebalance their portfolios as frequently, each Fund may be subject to increased trading costs associated with daily portfolio rebalancings in order to maintain appropriate exposure to the underlying benchmark.S Such costs include commissions paid to the FCMs, and may vary by FCM. ~~Federal~~The ~~Income~~effects ~~Tax~~of ~~Considerations~~these trading costs have been estimated and included in the Breakeven Table. See “Charges—Breakeven Table” below.

~~Subject~~15 to the discussion below in “Material U.S. Federal Income Tax Considerations,” none of the Funds currently are or will be classified as an association taxable as a corporation. Instead, each Fund is classified as a partnership for U.S. federal income tax purposes. Accordingly, no Fund incurs U.S. federal income tax liability; rather, each beneficial owner of a Fund’s Shares is required to take into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year.

TheTable treatment of an investment in a Fund by an entity that is classified as a regulated investment company for U.S. federal income tax purposes, or a RIC, will depend, in part, on whether the corresponding Fund is classified as a qualified publicly traded partnership, or a qualified PTP, for purposes of the RIC rules. Prospective RIC investors should refer to the discussion in “Material U.S. Federal Income Tax Considerations—Regulated Investment Companies” and consult a tax adviser regarding the treatment of an investment in a Fund under current tax rules and in light of their particular circumstances.Contents

~~Additionally,~~The ~~please~~use ~~refer~~of toleverage ~~the~~and/or ~~“Material~~inverse ~~U.S.~~leverage ~~Federal~~could ~~Income~~result ~~Tax~~in ~~Considerations” section below for information on~~ the ~~potential~~total ~~U.S.~~loss ~~federal income tax consequences~~ of ~~the~~an investor’s ~~purchase, ownership and disposition of Shares in a Fund~~investment.

~~Reports~~The Funds use leveraged investment techniques in seeking to ~~Shareholders~~achieve their respective investment objectives. Leverage should cause a Fund to lose more money in market environments adverse to its daily investment objectives than a Fund that does not employ leverage, which could result in the total loss of an investor’s investment.

~~The~~Because ~~Sponsor~~the ~~will~~Bull ~~furnish~~Fund and Bear Fund include a 300% multiplier, an ~~annual~~intra-day ~~report~~price movement of ~~the~~33% ~~Funds~~or more in ~~the~~a ~~manner~~Fund’s ~~required~~applicable bytarget benchmark could result in the ~~rules~~total ~~and~~loss ~~regulations~~of an investor’s investment if that price movement is contrary to the investment objective of the ~~SEC~~Fund asin ~~well~~which asan ~~with~~investor ~~those~~has ~~reports~~invested. ~~required~~In byaddition to the ~~CFTC~~leveraged ~~and~~risk in which a one-day 33% upward move in a target benchmark for the ~~NFA,~~Bear ~~including,~~Fund ~~but~~would ~~not~~result ~~limited~~in ~~to,~~the total loss of an ~~annual~~investor’s ~~audited~~investment, ~~financial~~a ~~statement~~target ~~examined~~benchmark ~~and~~could, ~~certified~~in bytheory, ~~independent~~rise ~~registered~~infinitely ~~public~~in ~~accountants~~a ~~and~~one-day ~~any~~period, ~~other~~so ~~reports~~a ~~required~~bearish byswap ~~any~~agreement ~~other~~or ~~governmental~~short ~~authority~~position ~~that~~in ~~has~~related ~~jurisdiction~~futures or ~~over~~forward ~~the~~contracts ~~activities~~would ofexpose the ~~Funds~~Bear Fund to theoretically unlimited liability.

~~Monthly~~Because ~~account~~liability ~~statements~~due ~~conforming~~ to ~~CFTC~~losses ~~and~~will ~~NFA~~be ~~requirements,~~segregated to aseither ~~well as~~ the ~~annual~~Bull ~~and~~Fund ~~quarterly~~or ~~reports~~the ~~and~~Bear ~~other~~Fund, ~~filings~~as ~~made with the SEC~~applicable, ~~are~~losses ~~posted~~to oninvestors in the ~~Sponsor’s~~Bull ~~website~~Fund atfrom ~~www.DirexionShares.com.~~such ~~Shareholders~~exposure ~~of record~~ will ~~also~~not besubject ~~provided~~investors ~~with~~in ~~appropriate~~the ~~information~~Bear toFund ~~permit them~~ to ~~file~~such ~~United~~exposure, ~~States federal~~ and ~~state~~vice ~~income tax returns (on a timely basis) with respect to Shares held~~versa. ~~Additional reports may be posted on the Sponsor’s website at the discretion of the Sponsor or as required by regulatory authorities.~~

~~Cautionary~~Risks ~~Note~~Specific ~~Regarding~~to ~~Forward-Looking~~the ~~Statements~~Oil Markets

~~This~~A ~~Prospectus~~number ~~contains forward-looking statements that are subject to risks and uncertainties. Investors can identify these forward-looking statements by the use~~ of ~~expressions~~factors ~~such as “~~may,” ~~“will,”~~affect “expect,” “anticipate,” “believe,” “intend,” “plan,” “project,” “should,” “estimate” or any negative or other variations on such expression. These forward-looking statements are based on information currently available to the ~~Sponsor~~price ~~and are subject to a number~~ of ~~risks,~~oil ~~uncertainties~~ and ~~other factors~~, ~~both known, such as those listed~~ in ~~“Risk Factors” in this Summary~~turn, ~~described~~the inFutures ~~“Risk~~Contracts ~~Factors”~~ and ~~elsewhere~~Financial ~~in this Prospectus~~Instruments, ~~and~~if ~~unknown~~any, ~~that~~owned ~~could~~by ~~cause~~ the ~~actual results~~Funds, ~~performance~~ including, ~~prospects~~but ornot ~~opportunities~~limited ~~of the Funds~~ to: ~~differ materially from those expressed in, or implied by, these forward-looking statements.~~

~~Except~~• asSignificant ~~expressly~~increases ~~required~~or bydecreases ~~federal~~in ~~securities~~the ~~laws,~~available supply of oil due to natural or technological factors. Natural factors would include depletion of known cost-effective sources for oil or the ~~Trust~~impact ~~assumes~~of nosevere ~~obligation~~weather on the ability to ~~update~~produce ~~publicly~~or ~~any~~distribute ~~forward-looking~~the ~~statements~~oil. Technological factors, ~~whether~~such as aincreases ~~result~~in ofavailability created by new ~~information~~or improved extraction, ~~future~~refining ~~events~~and processing equipment and methods or ~~otherwise.~~decreases ~~Investors~~caused ~~should~~by ~~not~~failure ~~place~~or ~~undue~~unavailability ~~reliance~~of onmajor ~~any~~refining ~~forward-looking~~and ~~statements~~processing equipment (for example, shutting down or constructing oil refineries), also materially influence the supply of oil.

14• Significant increases or decreases in the demand for oil due to natural or technological factors. Natural factors would include such events as unusual climatological conditions impacting the demand for oil. Technological factors may include such developments as substitutes for oil.

~~RISK~~• ~~FACTORS~~A significant change in the attitude of speculators and investors towards oil. Should the speculative community take a negative or positive view towards oil, it could cause a change in world prices of any given oil, the price of Shares based upon a benchmark related to that commodity will be affected.

~~Before~~• ~~investors~~Large ~~invest~~purchases inor ~~the~~sales ~~Shares,~~of ~~they~~physical ~~should~~oil beby ~~aware~~the ~~that~~official ~~there~~sector. ~~are~~Governments ~~various~~and ~~risks.~~large ~~Investors~~institutions ~~should~~have ~~consider~~large ~~carefully~~oil ~~the~~holdings ~~risks~~or ~~described~~may ~~below~~establish ~~together~~major ~~with~~oil ~~all~~positions. ofFor ~~the~~example, ~~other~~nations ~~information~~with ~~included~~centralized inor ~~this~~nationalized ~~Prospectus~~oil asproduction ~~well~~and asorganizations ~~information~~such ~~found~~as inthe ~~documents~~Organization ~~incorporated~~of byPetroleum ~~reference~~Exporting inCountries ~~this~~control ~~prospectus~~large ~~before~~physical ~~they~~quantities ~~decide~~of tocrude ~~purchase~~oil. ~~any~~If ~~Shares.~~one ~~These~~or ~~risk~~more ~~factors~~of ~~may~~these beinstitutions ~~amended,~~decides ~~supplemented~~to buy or ~~superseded~~sell ~~from~~any ~~time~~oil toin ~~time~~amounts bylarge ~~risk~~enough ~~factors~~to ~~contained~~cause ina ~~any~~change ~~prospectus~~in ~~supplement~~world prices, ~~post-effective~~the ~~amendment~~price orof inShares ~~other~~based ~~reports~~upon wea ~~file~~benchmark ~~with~~related ~~the~~to ~~SEC~~that inoil ~~the~~will ~~future~~be affected.

~~Risks~~• ~~Related~~Other political factors. In addition to the ~~Funds’~~organized ~~Operations~~political and ~~Management~~institutional trading-related activities described above, peaceful political activity such as imposition of regulations or entry into trade treaties, as well as political disruptions caused by societal breakdown, insurrection and/or war may greatly influence oil prices.

~~There~~• isA ~~risk~~significant ~~that~~increase or decrease in oil hedging activity by oil producers. Should there be an increase or decrease in the ~~objectives~~level of hedge activity of oil producing companies, countries and/or organizations, it could cause a change in world prices of any given oil, causing the ~~Funds~~price ~~will~~of ~~not~~Shares based upon a benchmark related to that oil to be ~~met~~affected.

~~The~~16 success of the Funds depends on a number of conditions that are beyond the control of the Funds. There is risk that the investment objectives of the Funds will not be met. The Sponsor has not previously managed any publicly offered commodity pool. If the experience of the Sponsor and its principals is not adequate or suitable to manage investment vehicles such as the Funds, the operations of the Funds may be adversely affected.

TheTable Fundsof have no operating history, and, as a result, investors have no performance history to serve as a factor for evaluating an investment in any Fund.Contents

~~Each~~• ~~Fund~~The ~~has~~recent noproliferation ~~operating or performance history upon which to evaluate an investor’s investment in a Fund. Although past performance is not necessarily indicative~~ of ~~future results~~oil-linked, ifexchange-traded ~~the~~products ~~Funds~~and had performance histories, such performance histories might (or might not) provide investors with more information on which to evaluate an investment in a Fund. Likewise, each benchmark has a limited history which might (or might not) be indicative of the future results of such benchmark, or of the future performance of each applicable Fund. Therefore, investors will have to make their ~~decision~~unknown toeffect ~~invest in each Fund~~ on the ~~basis~~oil ~~of limited information~~markets.

~~While~~These ~~close~~factors ~~tracking~~interrelate in complex ways, and the effect of ~~any~~one ~~Fund~~factor toon ~~its~~the ~~benchmark~~market value of a Fund may beoffset ~~achieved~~or ~~for~~enhance ~~any~~the ~~single~~effect ~~trading~~of another ~~day~~factor. In addition, ~~several~~the ~~factors~~impact ~~may~~of changes in the level of the Funds’ benchmark will affect ~~their~~investors ~~ability~~differently todepending ~~consistently~~upon ~~achieve~~the ~~this~~Fund ~~correlation~~in which an investor invests. Daily increases in the level of the benchmark will negatively impact the daily performance of Shares of the Crude Oil Bear Fund.

~~While~~The ~~the~~ Funds doare ~~not~~linked expect that their daily returns will deviate adversely from their respective daily investment objectives, there is no guarantee that the Fund will achieve its daily target. Several factors may affect their ability to ~~achieve~~oil ~~this~~futures ~~correlation~~contracts, ~~such as: (1) a Fund’s expenses, including fees, transaction costs~~ and ~~the~~are ~~cost~~not ofdirectly ~~the~~linked ~~investment techniques employed by that Fund (such as costs related~~ to the “spot” ~~purchase,~~prices ~~sale and storage~~ of ~~the~~oil. ~~commodities~~Oil or currencies and the cost of leverage, all of which may be embedded in Financial Instruments used by a Fund); (2) an imperfect correlation between the performance of instruments held by a Fund, such as swaps, futures contracts ~~and/or~~may ~~forward~~perform ~~contracts,~~very ~~and~~differently ~~the~~from ~~performance of~~ the ~~applicable~~spot ~~underlying~~price commodities indices, commodities or currencies in the cash market; (3) bid-ask spreads; (4) holding instruments traded in a market that has become illiquid or disrupted; (5) a Fund’s share prices being rounded to the nearest cent; (6) changes to a benchmark index that are not disseminated in advance; (7) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; and (8) early and unanticipated closings of ~~the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions~~oil.

~~Over~~Each Fund is designed to correspond (before fees and expenses) to a ~~period~~multiple ofor ~~time~~an ininverse ~~excess~~multiple of ~~one~~the ~~day,~~daily performance of the ~~cumulative~~Bloomberg ~~percentage~~WTI ~~increase~~Crude orOil ~~decrease~~SubindexSM, inwhich ~~the~~is ~~NAV~~intended to reflect the performance of crude oil as measured by the ~~Shares~~price of aWest ~~Leveraged~~Texas ~~Fund~~Intermediate ~~may~~crude ~~diverge~~oil ~~significantly~~futures ~~from~~contracts atraded ~~multiple~~on orthe ~~inverse~~New ~~multiple~~York ofMercantile Exchange (the ~~cumulative~~“NYMEX”). ~~percentage~~The ~~decrease~~Funds orare ~~increase~~not indirectly linked to the ~~relevant~~“spot” ~~benchmark~~price ~~due~~of tocrude oil. aWhile ~~compounding~~prices ~~effect. Price~~of ~~volatility~~Futures Contracts and other derivatives contracts are, ~~which~~as isa ~~exacerbated~~rule, byrelated to the ~~use~~prices of ~~leverage~~an underlying cash market, ~~may~~they ~~possibly~~are ~~cause~~not ~~the~~perfectly ~~total~~correlated. ~~loss~~It ofis anpossible ~~investor’s~~that ~~investment~~during certain time periods, derivatives contract prices will cease to track cash market prices and may ~~adversely~~be ~~impact~~substantially ~~performance~~lower ~~over~~or ~~periods~~higher ~~longer~~ than ~~one~~cash ~~day~~market prices for oil due to differences in derivatives contract terms or as supply, demand or other economic or regulatory factors become more pronounced in either the cash or derivatives markets.

~~While~~For ~~close~~example, ~~tracking~~during ofthe ~~any~~one-year ~~Fund~~period tofrom ~~its~~January 1, ~~benchmark~~2015 ~~may~~to December 31, be2015, ~~achieved~~the onBloomberg ~~any~~WTI ~~single~~Crude ~~trading~~Oil ~~day,~~SubindexSM ~~over~~underperformed ~~time~~ the ~~cumulative~~spot ~~percentage~~price ~~increase~~of orcrude ~~decrease~~oil inby 13.91% (the ~~NAV~~level of the ~~Shares~~Subindex offell aby ~~Fund~~44.38%, ~~may~~while ~~diverge significantly from~~ the ~~cumulative~~spot ~~percentage~~price ~~decrease~~of orcrude ~~increase~~oil fell inby ~~the~~30.47%). ~~relevant~~During ~~benchmark~~a ~~(times~~similar ~~the~~one-year ~~stated~~period ~~multiple~~from inJanuary 1, ~~the~~2014 ~~Fund’s objective) due~~ to aDecember 31, ~~compounding~~2014, ~~effect.~~the ~~The~~Bloomberg ~~Funds~~WTI doCrude ~~not~~Oil ~~seek~~SubindexSM tooutperformed ~~achieve~~the ~~their~~spot ~~stated~~price ~~investment~~of ~~objective~~crude ~~over~~oil aby ~~period~~4.17% (the level of ~~time~~the ~~greater~~Subindex ~~than~~fell ~~one~~41.71%, ~~day~~while ~~because~~the ~~mathematical~~spot ~~compounding~~price ~~prevents~~of ~~the~~crude ~~Funds~~oil ~~from~~fell ~~achieving~~by ~~such results~~45.87%).

15Depending upon the direction and level of the Bloomberg WTI Crude Oil SubindexSM changes, the Funds may underperform or outperform a portfolio directly holding crude oil interests. Futures contracts have a high degree of price variability and are subject to occasional rapid and substantial changes. Consequently, you could lose all or substantially all of your investment in a Fund.

~~Each~~Potential ~~Leveraged~~negative ~~Fund~~impact ~~seeks~~from torolling ~~rebalance~~futures ~~its portfolio daily to keep leverage consistent with its daily investment objective~~positions. ~~Each~~ Leveraged Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of its target benchmark for periods other than a single day. Each Leveraged Fund rebalances its portfolio on a daily basis, increasing exposure in response to that day’s gains or reducing exposure in response to that day’s losses. This means that for a period longer than one day, the pursuit of daily goals may result in daily leveraged compounding for the Leveraged Funds. It also means that the return of a target benchmark over a period of time greater than one day multiplied by the Leveraged Fund’s daily target (e.g., 300% or -300%) generally will not equal the Leveraged Fund’s performance over that same period.

AsUnder anormal ~~result,~~market ~~over time~~conditions, the ~~cumulative~~Funds ~~percentage~~invest ~~increase~~primarily orin ~~decrease~~futures incontracts ~~the~~and ~~value~~are subject to risks related to rolling. The contractual obligations of ~~the~~a ~~Leveraged~~buyer ~~Fund’s~~or ~~portfolio~~seller ~~may~~holding ~~diverge~~a ~~significantly~~futures ~~from~~contract ~~the~~to ~~cumulative~~expiration ~~percentage~~may ~~increase~~be orsatisfied ~~decrease~~by settling in ~~the~~cash ~~multiple~~as ofdesignated in the ~~return~~contract ofspecifications. ~~the~~Alternatively, ~~Leveraged~~futures ~~Fund’s~~contracts ~~target~~may ~~benchmark~~be ~~due~~closed out prior to ~~the~~expiration ~~compounding~~by ~~effect~~making an offsetting sale or purchase of ~~losses~~an ~~and~~identical ~~gains~~futures contract on the ~~returns~~same ofor linked exchange before the ~~Leveraged~~designated ~~Fund~~date of settlement. It ~~also~~Once isthis ~~expected~~date ~~that~~is reached, the ~~Leveraged~~futures ~~Fund’s~~contract ~~use~~“expires.” ofAs ~~leverage~~the ~~will~~futures ~~cause~~contracts held by the ~~Fund~~Funds near toexpiration, ~~underperform~~they ~~the~~are ~~compounded~~generally ~~return~~closed ofout ~~three~~and ~~times~~replaced ~~its~~by ~~benchmark~~contracts inwith a ~~trendless~~later orexpiration. ~~flat~~This ~~market~~process is referred to as “rolling.” The Funds do not intend to hold futures contracts through expiration, but instead to “roll” their respective positions.

~~The~~When ~~effect~~the ofmarket ~~compounding~~for ~~becomes~~these contracts is such that the prices are higher in the more ~~pronounced~~distant delivery onmonths than in the ~~Leveraged~~nearer ~~Fund’s~~delivery ~~performance~~months, asthe sale during the ~~target~~course ~~benchmark~~of ~~experiences~~the ~~volatility. The~~“rolling ~~benchmark’s~~process” ~~volatility~~of ~~rate~~the ismore nearby contract would take place at a ~~statistical~~price ~~measure~~that is lower than the price of the ~~magnitude~~more distant contract. This pattern of higher ~~fluctuations~~futures prices for longer expiration futures contracts is often referred to as “contango.” Alternatively, when the market for these contracts is such that the prices are higher in the ~~returns~~nearer ofmonths than in the ~~benchmark. The~~more ~~tables~~distant ~~below~~months, the ~~provide~~sale ~~examples~~during the course of ~~how~~the ~~benchmark~~“rolling ~~volatility~~process” ~~could~~of ~~affect~~the more nearby contract would take place at a price that is higher than the ~~Leveraged~~price ~~Funds’~~of ~~performance~~the more distant contract. ~~The~~ ~~charts~~This ~~show~~pattern ~~estimated~~of ~~Leveraged~~higher ~~Fund~~futures ~~returns~~prices for ashorter ~~number~~expiration futures contracts is referred to as “backwardation.” The presence of ~~combinations~~contango in certain futures contracts at the time of ~~performance~~rolling would be expected to adversely affect the Funds with long positions, and ~~volatility~~positively ~~over~~affect athe ~~five-year~~Funds ~~period.~~with

~~As shown in Tables 1 and 2 below, a 3X Bull Fund would be expected to lose~~ 17~~.1%~~ and a 3X Bear Fund would be expected to lose 31.3% if their target benchmark provided no return over a one year period during which the benchmark experienced annualized volatility of 25%. If the benchmark’s annualized volatility were to rise to 75%, the hypothetical loss for a one year period widens to approximately 81.5% for the 3X Bull Fund and 96.6% for the 3X Bear Fund.

AtTable higher ranges of volatility, there is a chance of a near complete loss of value even if the benchmark is flat. For instance, if the benchmark’s annualized volatility is 100%, it is likely that the 3X Bull Fund would lose 95% of its value and the 3X Bear Fund would lose approximately 100% of its value, even if the cumulative benchmark return for the year was only 0%.Contents

16 short positions. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Funds with short positions and positively affect the Funds with long positions.

~~Table~~There 1have –been 3Xextended ~~Bull~~periods in which contango or backwardation has existed in the futures contract markets for various types of futures contracts, and such periods can be expected to occur in the future. These extended periods have in the past and can in the future cause significant losses for the Funds, and these periods can have as much or more impact over time than movements in the level of a Fund’s benchmark.

One Year Index	300% One Year Index	Volatility Rate
Return	Return	10%	25%	50%	75%	100%
-60%	-180%	-93.8%	-94.7%	-97.0%	-98.8%	-99.7%
-50%	-150%	-87.9%	-89.6%	-94.1%	-97.7%	-99.4%
-40%	-120%	-79.0%	-82.1%	-89.8%	-96.0%	-98.9%
-30%	-90%	-66.7%	-71.6%	-83.8%	-93.7%	-98.3%
-20%	-60%	-50.3%	-57.6%	-75.8%	-90.5%	-97.5%
-10%	-30%	-29.3%	-39.6%	-65.6%	-86.5%	-96.4%
0%	0%	-3.0%	-17.1%	-52.8%	-81.5%	-95.0%
10%	30%	29.2%	10.3%	-37.1%	-75.4%	-93.4%
20%	60%	67.7%	43.3%	-18.4%	-68.0%	-91.4%
30%	90%	113.2%	82.1%	3.8%	-59.4%	-89.1%
40%	120%	166.3%	127.5%	29.6%	-49.2%	-86.3%
50%	150%	227.5%	179.8%	59.4%	-37.6%	-83.2%
60%	180%	297.5%	239.6%	93.5%	-24.2%	-79.6%

The assets that the Funds invest in can be highly volatile and the Funds may experience large losses when buying, selling or holding such instruments.

~~Table~~Investments linked 2to –oil 3Xmarkets ~~Bear~~can ~~Fund~~be highly volatile compared to investments in traditional securities and the Funds may experience large losses. High volatility may have an adverse impact on the Funds beyond the impact of any performance-based losses of the underlying benchmark.

One Year Index	-300% One Year Index	Volatility Rate
Return	Return	10%	25%	50%	75%	100%
-60%	180%	1371.5%	973.9%	248.6%	-46.5%	-96.1%
-50%	150%	653.4%	449.8%	78.5%	-72.6%	-98.0%
-40%	120%	336.0%	218.2%	3.3%	-84.2%	-98.9%
-30%	90%	174.6%	100.4%	-34.9%	-90.0%	-99.3%
-20%	60%	83.9%	34.2%	-56.4%	-93.3%	-99.5%
-10%	30%	29.2%	-5.7%	-69.4%	-95.3%	-99.7%
0%	0%	-5.8%	-31.3%	-77.7%	-96.6%	-99.8%
10%	-30%	-29.2%	-48.4%	-83.2%	-97.4%	-99.8%
20%	-60%	-45.5%	-60.2%	-87.1%	-98.0%	-99.9%
30%	-90%	-57.1%	-68.7%	-89.8%	-98.4%	-99.9%
40%	-120%	-65.7%	-75.0%	-91.9%	-98.8%	-99.9%
50%	-150%	-72.1%	-79.6%	-93.4%	-99.0%	-99.9%
60%	-180%	-77.0%	-83.2%	-94.6%	-99.2%	-99.9%

The Funds’ benchmark is a single commodity futures contract; the Funds may be more volatile than other products, which could adversely affect an investment in the Shares.

The ~~annualized~~Fund’s ~~historical~~benchmark ~~volatility~~is ~~rate~~solely ~~for~~concentrated ~~each~~in ~~Leveraged~~a single ~~Fund’s~~commodity ~~target~~futures contract. Investors should be aware that other benchmarks are more diversified in terms of both the number and variety of investments included. Concentration in fewer components may result in a greater degree of volatility in a benchmark ~~for~~and the ~~five-year~~NAV ~~period~~of ~~ended~~the ~~December~~Fund ~~31,~~which ~~2009~~corresponds isto asthat ~~follows:~~benchmark under specific market conditions and over time.

17Each Fund seeks to provide investment return results that correspond (before fees and expenses) to three times, or three times the inverse, of the daily performance of a target benchmark at all times, even during periods when the applicable target benchmark is flat as well as when the target benchmark is moving in a manner which causes the Fund’s NAV to decline, thereby causing losses to such Fund.

Target Benchmark	Annualized Historical Volatility Rate
COMEX gold futures	30.5%
COMEX silver futures	51.7%
Japanese Yen	16.2%
U.S. Dollar Index	11.5%
Euro	13.8%
S&P 500® Dynamic VEQTOR Index	16.2%

The Funds’ investments in futures contracts and Financial Instruments are not actively managed by traditional methods (e.g., by effecting changes in the composition of a portfolio on the basis of judgments relating to economic, financial and market considerations with a view toward obtaining positive results under all market conditions). Rather, each Fund seeks investment results that correspond (before fees and expenses) to three times, or three times the inverse, of the daily performance of a target benchmark in accordance with each Fund’s investment objective, even during periods in which the target benchmark is flat or moving in a manner which causes the NAV of a Fund to decline. It is possible to lose part or all of your money over time when a target benchmark is up for the corresponding Bull Fund, or down for the corresponding Bear, due to the effects of daily rebalancing, volatility and compounding (see the risk factors above for additional details).

~~The~~Failure ~~highest~~of ~~volatility~~the ~~rate~~commodity markets, ~~for~~as ~~each~~the ~~Leveraged~~case ~~Fund’s~~may ~~target~~be, ~~benchmark~~to ~~during~~exhibit ~~the~~low ~~five-year~~to ~~period~~negative ~~ended~~correlation ~~June~~to ~~30,~~general ~~2010~~financial ismarkets aswill ~~follows:~~reduce benefits of diversification and may exacerbate losses to an investor’s portfolio.

Target Benchmark	Highest Volatility Rate
COMEX gold futures	21.1%
COMEX silver futures	37.0%
Japanese Yen	11.2%
U.S. Dollar Index	8.6%
Euro	10.1%
S&P 500® Dynamic VEQTOR Index	12.2%

Historically, returns of the commodity markets, as the case may be, have tended to exhibit low to negative correlation with the returns of other assets such as stocks and bonds. Although commodity futures trading can provide a diversification benefit to investor portfolios because of its low to negative correlation with other financial assets, the fact that a target benchmark is not 100% negatively correlated with financial assets such as stocks and bonds means that each respective Fund cannot be expected to be automatically profitable during unfavorable periods for the stock or bond market, or vice versa. If the Shares perform in a manner that correlates with the general financial markets or do not perform successfully, investors will obtain no diversification benefits by investing in the Shares and the Shares may produce no gains to offset their losses from other investments.

~~The~~18 ~~annualized performance for each Leveraged Fund’s target benchmark for the five-year period ended June 30, 2010 is as follows:~~

Target Benchmark	Annualized Performance
COMEX gold futures	21.2%
COMEX silver futures	21.6%
Japanese Yen	3.5%
U.S. Dollar Index	-0.5%
Euro	0.1%
S&P 500® Dynamic VEQTOR Index	15.6%

~~Historical~~Possible ~~benchmark~~illiquid ~~volatility~~markets ~~and~~may ~~performance~~exacerbate ~~are not indications of what the benchmark volatility and performance will be in the future~~losses.

~~Holding~~Futures anpositions ~~unmanaged~~cannot ~~position~~always ~~opens~~be liquidated at the ~~investor~~desired toprice ~~the~~and ~~risk~~swap ofagreements ~~market~~may ~~volatility~~entail ~~adversely~~breakage ~~affecting~~costs ~~the~~if ~~performance~~terminated ofprior to the final ~~investment~~maturity date. ~~The~~ ~~Leveraged~~It ~~Funds~~is ~~are~~difficult ~~not~~to ~~appropriate~~execute ~~for~~a ~~investors~~trade ~~who~~at doa ~~not~~specific ~~intend~~price towhen ~~actively~~there ~~monitor~~is a relatively small volume of buy and ~~manage~~sell ~~their~~orders ~~portfolios~~in a market. ~~These~~ ~~tables~~A ~~are~~market ~~intended~~disruption, tosuch ~~underscore~~as ~~the~~when ~~fact~~governments ~~that~~may take or be subject to political actions which disrupt the ~~Leveraged~~markets ~~Funds~~in ~~are~~their ~~designed~~major ascommodities ~~short-term~~exports ~~trading~~and ~~vehicles~~imports, ~~for~~can ~~investors~~also ~~who~~make ~~intend~~it difficult to ~~actively~~liquidate ~~monitor~~a ~~and~~position ~~manage~~or ~~their~~find ~~portfolios~~a swap agreement counterparty at a reasonable cost.

~~Investors~~There ~~cannot~~can be ~~assured~~no ofassurance that market illiquidity will not cause losses for the ~~Sponsor’s~~Funds. ~~continued~~The ~~services,~~large size of the positions which ~~discontinuance~~the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will be ~~detrimental~~exacerbated due to the fact that the Funds only invest in futures contracts and/or Financial Instruments related to one commodity.

~~Investors~~It ~~cannot be assured that the Sponsor will be willing or able to continue to service the Funds for any length of time. If the Sponsor discontinues its activities on behalf of the Funds, the Funds~~ may be adversely affected, as there may be no entity servicing the Funds for a period of time. If the Sponsor’s registrations with the CFTC or memberships in the NFA were revoked or suspended, the Sponsor would no longer be able to provide services and/or to render trading advice to the Funds. As the Funds themselves are not ~~registered with the CFTC in any capacity, if the Sponsor were unable to provide services and/or trading advice to the Funds, the Funds would~~ be ~~unable~~possible to ~~pursue~~gain ~~their~~exposure ~~investment objectives unless and until the Sponsor’s ability~~ to ~~provide services and trading advice to~~ the ~~Funds~~target ~~was~~benchmark ~~reinstated~~using orexchange-traded aFinancial ~~replacement~~Instruments ~~for the Sponsor as commodity pool operator and/ or commodity trading advisor could be found. Such an event could result~~ in ~~termination of~~ the ~~Funds~~future.

18The Funds may utilize exchange-traded Financial Instruments. It may not be possible to gain exposure to the target benchmark with these Financial Instruments in the future. If these Financial Instruments cease to be traded on regulated exchanges, they may be replaced with Financial Instruments traded on trading facilities that are subject to lesser degrees of regulation or, in some cases, no substantive regulation. As a result, trading in such Financial Instruments, and the manner in which prices and volumes are reported by the relevant trading facilities, may not be subject to the provisions of, and the protections afforded by, the U.S. Commodity Exchange Act (the “CEA”), or other applicable statutes and related regulations, that govern trading on regulated U.S. futures exchanges. In addition, many electronic trading facilities have only recently initiated trading and do not have significant trading histories. As a result, the trading of contracts on such facilities, and the inclusion of such contracts in a target benchmark, may be subject to certain risks not presented by U.S. exchange-traded futures contracts, including risks related to the liquidity and price histories of the relevant contracts.

~~Investors~~The Funds may be ~~adversely affected by redemption or creation orders that are~~ subject to ~~postponement,~~counterparty ~~suspension or rejection under certain circumstances~~risks.

~~The~~In ~~Funds~~limited ~~may~~circumstances, ~~in their discretion, suspend~~ the ~~right~~Funds ~~of creation or redemption or~~ may ~~postpone~~use ~~the~~swap ~~redemption~~agreements ~~or purchase settlement date, for (1) any period during which the NYSE Arca, New York Stock Exchange (“NYSE”), CME, CBOT, ICE~~and/~~NYBOT, LME~~ or ~~NYMEX/COMEX~~forward iscontracts closed, other than for customary holidays or weekends, or when trading is restricted or suspended or restricted on such exchanges in any of the underlying commodities, (2) any period during which an emergency exists as a ~~result~~means ~~of which the fulfillment of a purchase order or the redemption distribution is not reasonably practicable, or (3) such other period as the Sponsor determines~~ to beachieve ~~necessary~~their ~~for~~respective ~~the protection of the shareholders of a Fund~~investment objectives. InThe ~~addition, the~~ Funds will ~~reject~~use aeither ~~redemption~~swap ~~order~~agreements ~~if the order is not in proper form as described in the Authorized Participant Agreement~~ and/or ifforward ~~the~~contracts ~~fulfillment~~referencing of the ~~order,~~benchmark inand ~~the~~may ~~opinion~~use ofother ~~its~~swap ~~counsel,~~agreements ~~might be unlawful. Any such postponement, suspension~~ or ~~rejection~~forward ~~could~~contracts ~~adversely affect a redeeming Authorized Participant. For example, the resulting delay may adversely affect the value of the Authorized Participant’s redemption proceeds~~ if ~~the~~such ~~NAV~~instruments oftend ~~the~~to ~~applicable~~exhibit ~~Fund~~trading ~~declines~~prices ~~during the period of delay. The Funds disclaim any liability for any loss~~ or ~~damage~~returns that ~~may~~correlate ~~result~~with ~~from any such suspension or postponement. Suspension of creation privileges may adversely impact how Fund shares are traded and arbitraged on~~ the benchmark ~~Exchange, which could cause them to trade at levels materially different (premiums~~ and ~~discounts)~~will ~~from~~further the ~~fair~~investment ~~value~~objective of ~~their~~the ~~underlying holdings~~Fund.

AnSwap ~~investor~~agreements ~~may~~and beforward ~~adversely~~contracts ~~affected~~are generally traded in over-the-counter (“OTC”) markets and swaps have become subject to regulation by ~~lack~~the CFTC under the CEA and the Dodd-Frank Act. Given that many exemptions and exceptions still exist to general protections under the Dodd-Frank Act, counterparties to some swaps (such as uncleared swaps) may still expose Funds to counterparty risk. Further, forwards are typically contracts involving the actual delivery of ~~independent~~a ~~advisers~~physical ~~representing~~commodity ~~investors~~and, unlike swaps, are not regulated by the CFTC and only CFTC’s anti-manipulation and anti-fraud jurisdiction will apply with respect to forwards.

The ~~Sponsor~~Funds ~~has~~will ~~consulted~~be ~~with~~subject ~~counsel,~~to ~~accountants~~credit risk ~~and~~with ~~other~~respect ~~advisers~~to ~~regarding~~ the ~~formation~~counterparties ~~and~~to ~~operation~~the ofderivatives ~~the~~contracts ~~Funds.~~(whether Noa ~~counsel~~clearing ~~has~~corporation ~~been~~in ~~appointed~~the tocase ~~represent~~of ancleared ~~investor~~instruments inor ~~connection~~another ~~with~~third party in the ~~offering~~case of ~~the~~OTC ~~Shares~~uncleared instruments). ~~Accordingly~~Unlike in futures contracts, anthe ~~investor~~counterparty to ~~should~~uncleared ~~consult~~swap ~~his,~~agreements ~~her,~~is generally a single bank or ~~its~~other ~~own~~financial ~~legal~~institution, ~~tax~~rather ~~and~~than ~~financial~~a ~~advisers~~clearing ~~regarding~~organization ~~the~~backed ~~desirability~~by a group of anfinancial ~~investment~~institutions. inAs a result, a Fund is subject to increased credit risk with respect to the amount ~~Shares~~it expects to receive from counterparties to uncleared swaps entered into as part of athat Fund’s principal investment strategy. ~~Lack~~If ofa ~~such~~counterparty ~~consultation~~becomes ~~may~~bankrupt ~~lead~~or tootherwise anfails ~~undesirable~~to ~~investment~~perform ~~decision~~its ~~with~~obligations ~~respect~~due to financial difficulties, a Fund could suffer significant losses on these contracts and the value of an investor’s investment in ~~the~~a ~~Shares~~Fund may decline.

~~Possibility~~19 ~~of termination of the Funds may adversely affect an investor’s portfolio.~~

TheTable Sponsorof may withdraw from the Funds upon 30 days’ notice, which also would cause the Funds to terminate unless a substitute sponsor were obtained. If the Sponsor withdraws, investors who wish to continue to invest in a Fund’s corresponding benchmark through a fund vehicle will have to find another vehicle, and may not be able to find another vehicle that offers the same features as such Fund.Contents

The ~~value~~CFTC ofhas ~~the~~finalized ~~Shares~~its ofOTC ~~each~~uncleared ~~Fund~~swaps ~~relates~~margin ~~directly~~rules toin ~~the value of~~2016, and ~~realized~~as ~~profit~~a orresult ~~loss~~of ~~from,~~this ~~the~~CFTC ~~Financial~~rule ~~Instruments~~a ~~and~~large ~~other~~number ~~assets held by the Fund and fluctuations in the price~~ of ~~these~~swaps ~~assets~~became ~~could~~subject ~~materially~~to ~~adversely affect an investment in~~ the ~~Shares~~margining requirement.

~~With~~In ~~regard~~the event that CFTC’s or Prudential Regulators OTC uncleared swaps margin rule does not apply, the Funds will seek to mitigate these risks by generally requiring that the ~~Commodity~~counterparties ~~Funds~~for each Fund agree to post collateral for the benefit of the Fund, ~~several~~marked ~~factors~~to ~~may~~market ~~affect~~daily, subject to certain minimum thresholds; however there are no limitations on the ~~price~~percentage of aits ~~commodity~~assets each ~~underlying~~Fund may invest in swap agreements with a ~~Commodity~~particular ~~Fund,~~counterparty. ~~and~~To the extent any such collateral is insufficient or there are delays in ~~turn~~accessing the collateral, the ~~Financial~~Funds ~~Instruments~~will ~~and~~be ~~other~~exposed ~~assets,~~to ifcounterparty ~~any~~risk as described above, ~~owned~~including possible bydelays ~~such~~in recovering amounts as a ~~Fund,~~result ~~including~~of bankruptcy proceedings. The Funds typically enter into transactions only with major, ~~but~~global ~~not~~financial ~~limited~~institutions. ~~to:~~

·OTC ~~The~~swaps ~~recent~~and ~~proliferation~~forward contracts of ~~commodity~~the ~~linked~~type ~~exchange~~that may be utilized by the Funds are less liquid than futures contracts because they are not traded ~~products~~on an exchange, do not have uniform terms and ~~their~~conditions, ~~unknown~~and ~~effect~~are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the ~~commodity~~agreement ~~markets~~could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed the party under the agreement. For example, if the level of the Fund’s benchmark has a dramatic intraday move that would cause a material decline in the Fund’s NAV, the terms of the swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for the Fund to enter into another swap agreement or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of the Fund’s benchmark reverses all or part of its intraday move by the end of the day. In addition, cleared derivatives transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss.

·Fees ~~Large~~are ~~purchases~~charged orregardless ~~sales~~ of ~~physical~~profitability ~~commodities by the official sector. Governments~~ and ~~large institutions have large commodities holdings or~~ may ~~establish~~result major commodities positions. For example, a significant portion of the aggregate world gold holdings is owned by governments, central banks and related institutions. If one or more of these institutions decides to buy or sell any commodity in ~~amounts~~depletion ~~large enough to cause a change in world prices, the price~~ of ~~Shares based upon a benchmark related to that commodity will be affected~~assets.

·Each ~~Other~~Fund ~~political~~is ~~factors.~~subject ~~In addition~~ to the ~~organized~~fees ~~political~~and expenses described herein which are payable irrespective of profitability. Such fees and ~~institutional~~expenses ~~trading~~include an asset-~~related~~based ~~activities~~management ~~described~~fee ~~above,~~of ~~peaceful~~0.95% ~~political~~per ~~activity~~annum ~~such~~of aseach ~~imposition~~Fund’s ofaverage ~~regulations~~daily orNAV. ~~entry~~Additional ~~into~~charges ~~trade~~may ~~treaties,~~include asother ~~well~~fees as ~~political~~applicable. ~~disruptions~~The ~~caused~~target bybenchmark ~~societal~~will ~~breakdown~~reflect the performance of its underlying commodities, ~~insurrection~~including ~~and/or~~roll ~~war~~costs, without ~~may~~regard ~~greatly~~to ~~influence~~income ~~commodities~~earned ~~prices~~on cash positions.

19Investors cannot be assured of the Sponsor’s continued services, which discontinuance may be detrimental to the Funds.

·Investors ~~Significant~~cannot ~~increases~~be orassured ~~decreases~~that in the ~~available~~Sponsor ~~supply~~will ofbe awilling ~~physical~~or ~~commodity~~able ~~due~~to continue to ~~natural~~service orthe ~~technological~~Funds ~~factors~~for any length of time. ~~Natural~~If ~~factors~~the ~~would~~Sponsor ~~include~~discontinues ~~depletion~~its activities on behalf of ~~known~~the ~~cost-effective~~Funds, ~~sources~~the Funds may be adversely affected, as there may be no entity servicing the Funds for a ~~commodity~~period of time. If the Sponsor’s registration with the CFTC or membership in the ~~impact~~NFA ofwere ~~severe~~revoked ~~weather~~or onsuspended, the ~~ability~~Sponsor would no longer be able to ~~produce~~provide services and/or ~~distribute~~to render trading advice to the ~~commodity~~Funds. ~~Technological~~If ~~factors,~~the ~~such~~Sponsor aswere ~~increases~~unable into ~~availability~~provide ~~created~~services byand/or ~~new~~trading oradvice to ~~improved~~the ~~extraction~~Funds, ~~processing~~the ~~equipment~~Funds would be unable to pursue their investment objectives unless and ~~methods,~~until orthe ~~decreases~~Sponsor’s ~~caused~~ability byto ~~failure~~provide orservices ~~unavailability~~and oftrading ~~processing~~advice ~~equipment,~~to ~~also~~the ~~materially~~Funds ~~influence~~was reinstated or a replacement for the ~~supply~~Sponsor as commodity pool operator could be found. Such an event could result in termination of ~~commodities~~the Funds.

·20 Significant increases or decreases in the demand for a physical commodity due to various factors. Factors would include jewelers’ use of gold in their items, or technological factors that include such developments as substitutes for industrial commodities.

·Table A significant increase or decrease in commodity hedging activity by commodity producers. Should there be an increase or decrease in the level of hedge activity of commodity producing companies, countries and/or organizations, it could cause a change in world prices of any given commodity, causing the price of Shares based upon a benchmark related to that commodity to be affected.Contents

·The ATrust ~~significant~~is ~~change~~an inemerging ~~the~~growth ~~attitude~~company ofwithin ~~speculators~~the ~~and~~meaning ~~investors~~of ~~towards~~the aSecurities ~~commodity.~~Act ~~Should~~of 1933 (the ~~speculative~~“1933 ~~community~~Act”), ~~take~~and aas ~~negative or positive view towards any given commodity~~such, itwill ~~could~~take ~~cause~~advantage ~~a change in world prices~~ of ~~any~~certain ~~given~~modified ~~commodity,~~disclosure ~~the price of Shares based upon a benchmark related to that commodity will be affected~~requirements.

~~The~~As ~~impact~~a ofpublic ~~changes~~company, in the Trust ~~price~~will ofbe asubject ~~physical~~to ~~commodity~~the ~~will~~reporting ~~affect~~requirements ~~investors~~of ~~differently depending upon~~ the ~~Fund~~Securities inExchange ~~which~~Act ~~investors~~of ~~invest.~~1934 ~~Decreases in~~ (the ~~price~~“1934 ofAct”), anthe ~~underlying~~Sarbanes-Oxley ~~commodity~~Act ~~will~~of ~~negatively~~2002 ~~impact~~ (the ~~performance~~“Sarbanes-Oxley ofAct”), ~~Shares~~the ofDodd-Frank aWall ~~Bull~~Street ~~Fund~~Reform and ~~increases~~Consumer inProtection Act (the ~~price~~“Dodd-Frank ofAct”), ~~an underlying commodity will negatively impact~~ the ~~performance~~listing ofrequirements ~~Shares~~ of aNYSE ~~Bear~~Arca ~~Fund.~~and ~~For~~other ~~information~~applicable ~~regarding~~securities ~~how~~rules ~~the~~and ~~volatility~~regulations. ofThe a1934 ~~benchmark~~Act ~~can~~requires, ~~have~~among aother ~~negative~~things, ~~effect~~that onthe ~~performance~~Trust ~~over~~file ~~time~~annual, ~~see~~quarterly ~~“—Over~~and acurrent ~~period~~reports ofwith ~~time~~respect into ~~excess~~its business ofand ~~one~~operating ~~day,~~results. ~~the~~The ~~cumulative~~Sarbanes-Oxley ~~percentage~~Act ~~increase~~requires, oramong ~~decrease~~other inthings, ~~the~~that ~~NAV of~~ the ~~Shares~~Trust ofmaintain aeffective ~~Leveraged~~disclosure ~~Fund~~controls ~~may~~and ~~diverge~~procedures ~~significantly~~and ~~from~~internal acontrol ~~multiple~~over orfinancial ~~inverse multiple of cumulative percentage decrease or increase in the relative benchmark due to a compounding effect~~reporting.”

~~With~~However, ~~regard~~the Trust is an “emerging growth company” as defined in Section 2(a)(19) of the 1933 Act and Section 3(a)(80) of the 1934 Act. For as long as the Trust remains an emerging growth company, it may take advantage of certain exemptions from various reporting requirements that are applicable to reporting companies that are not emerging growth companies. As an “emerging growth company,” the ~~Currency~~Trust’s and the Funds,’ ~~several~~independent ~~factors~~registered ~~may~~public ~~affect~~accounting firm will not be required to formally attest to the ~~value~~effectiveness of the ~~foreign~~Trust’s ~~currencies~~and orthe Funds’ internal control over financial reporting until the ~~U.S.~~date ~~Dollar~~the Trust is no longer an emerging growth company, ~~and~~which may increase the risk that weaknesses or deficiencies in ~~turn,~~the internal control over financial reporting go undetected. Pursuant to Section 102 of the ~~swap~~JOBS ~~agreements~~Act, ~~futures~~the ~~contracts,~~Trust ~~forward~~is permitted ~~contracts~~to ~~thereof~~provide reduced executive compensation disclosure and ~~other~~omit ~~assets~~a compensation discussion and analysis from this Prospectus. The Trust intends to take advantage of these reporting exemptions until it is no longer an emerging growth company. Relying on these exemptions may make it more difficult for investors and securities analysts to evaluate us and may result in less investor confidence. The Trust, ifin ~~any~~the future, ~~owned~~may bychoose ato ~~Fund,~~take ~~including~~advantage of some, but not ~~limited~~all, ~~to:~~of these reduced burdens.

·The ~~Debt~~Trust ~~level~~would ~~and~~remain ~~trade~~an ~~deficit~~emerging growth company until the earliest of : (i) the ~~relevant~~last ~~foreign~~day ~~countries~~of the fiscal year in which the Trust has total annual gross revenues of $1 billion or more; (ii) the last day of the Trust’s fiscal year following the fifth anniversary of the date of the Trust’s first sale of common equity securities pursuant to an effective registration statement, or June 30, 2019; (iii) the date on which the Trust has issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which the Trust is deemed to be a “large accelerated filer” (with at least $700 million in public float).

·The ~~Inflation~~Trust ~~rates~~has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the ~~United~~JOBS ~~States~~Act, ~~and~~which allows the ~~relevant~~Trust ~~foreign~~to ~~countries~~delay the adoption of new or revised accounting standards that have different effective dates for public and ~~investors’~~private ~~expectations~~companies ~~concerning~~until ~~inflation~~those ~~rates;~~standards apply to private companies.

·Section ~~Interest~~107 ~~rates~~of the JOBS Act also provides that an emerging growth company can take advantage of the extended ~~United~~transition ~~States~~period ~~and~~provided in Section 7(a)(2)(B) of the ~~relevant~~1933 ~~foreign~~Act ~~countries~~for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Trust has elected to take advantage of this extended transition period. As a result of this election, the Trust’s and ~~investors~~the Funds’ ~~expectations~~financial ~~concerning~~statements ~~interest~~may ~~rates;~~not be comparable to those of companies that comply with such new or revised accounting standards as they become applicable to public companies.

·The ~~Investment~~Trust ~~and~~cannot be ~~trading~~certain ~~activities~~if the reduced disclosure requirements applicable to emerging growth companies will make the Shares of ~~mutual~~the ~~funds,~~Funds ~~hedge~~less ~~funds~~attractive ~~and~~to ~~currency~~investors. ~~funds;~~

·The ~~Global~~Trust orcannot ~~regional~~predict ~~political~~if investors will find a Fund’s Shares less attractive because the Trust will rely on the exemptions applicable to emerging growth companies. If some investors find a Fund’s Shares less attractive as a result, ~~economic~~there ormay ~~financial~~be ~~events~~a ~~and~~less ~~situations;~~active trading market for the Shares and the Fund’s market price may be more volatile.

·21 ~~Sovereign action to set or restrict currency conversion.~~

TheTable impact of changes in the price of a currency will affect investors differently depending upon the Fund in which investors invest. Increases in the price of a currency will negatively impact the performance of Shares of a Bull Fund and decreases in the price of a currency will negatively impact the performance of Shares of a Bear Fund. For information regarding how the volatility of a benchmark can have a negative effect on performance over time, see “—Over a period of time in excess of one day, the cumulative percentage increase or decrease in the NAV of the Shares of a Leveraged Fund may diverge significantly from a multiple or inverse multiple of cumulative percentage decrease or increase in the relative benchmark due to a compounding effect.”Contents

20The lack of active trading markets for the Shares of a Fund may result in losses on investors’ investments at the time of disposition of his, her, or its Shares.

~~With~~Although ~~regard to~~ the ~~Dynamic~~Shares ~~VEQTOR~~of each Fund, ~~several~~will ~~factors~~be ~~may~~listed and ~~affect~~traded on the ~~performance~~NYSE ofArca, ~~the~~there ~~volatility~~can ~~index~~be ~~underlying~~no guarantee that an active trading market for the Shares of any Fund, ~~and~~will indevelop ~~turn~~or be maintained. If investors need to sell their Shares at a time when no active market for them exists, the ~~Financial~~price investors ~~Instruments~~receive ~~and~~for ~~other~~their ~~assets~~Shares, ifassuming ~~any~~that investors are able to sell them, ~~owned~~likely bywill be lower than the ~~Fund,~~price ~~including,~~that ~~but~~investors ~~not~~would ~~limited~~receive ~~to:~~if an active market did exist.

·Investors ~~The~~may ~~value~~be ofadversely ~~the~~affected ~~Dynamic~~by ~~VEQTOR~~redemption ~~Index~~or ~~will~~creation ~~depend~~orders ~~upon~~that ~~the~~are ~~success~~subject ofto ~~the~~postponement, ~~Dynamic~~suspension ~~VEQTOR~~or ~~Index~~rejection inunder certain ~~dynamically~~circumstances. ~~allocating between its equity and volatility components;~~

·A ~~While~~Fund may, in its discretion, suspend the ~~Dynamic~~right ~~VEQTOR~~of ~~Index~~creation isor ~~designed~~redemption or may postpone the redemption or purchase settlement date, for (1) any period during which the NYSE Arca, the New York Stock Exchange (“NYSE”), or any other exchange, marketplace or trading center deemed to ~~provide~~affect athe ~~volatility~~normal ~~hedge~~operations of the Funds, is closed, or when trading is restricted or suspended or restricted on such exchanges in any of the Funds’ futures contracts, (2) any period during ~~periods~~which an emergency exists as a result of ~~high~~which ~~volatility~~the ~~and~~fulfillment ~~rapid~~of ~~decline~~a purchase order or the redemption distribution is not reasonably practicable, or (3) such other period as the Sponsor determines to be necessary for the protection of the Ushareholders of the Funds.S In addition, a Fund will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order might be unlawful. ~~equity~~Any ~~markets~~such postponement, suspension or rejection could adversely affect a redeeming Authorized Participant. For example, the resulting delay may adversely affect the value of the ~~Dynamic~~Authorized ~~VEQTOR~~Participant’s ~~Index~~redemption ~~will~~proceeds ~~continue~~if tothe ~~depend~~NAV inof ~~large~~a ~~part~~Fund ondeclines during the ~~performance~~period of delay. The Funds disclaim any liability for any loss or damage that may result from any such suspension or postponement. Suspension of creation privileges may adversely impact how the ~~S&P~~Shares ~~500;~~are traded and arbitraged on the NYSE Arca, which could cause them to trade at levels materially different (premiums and discounts) from the fair value of their underlying holdings.

· The ~~allocation~~NAV ofmay ~~the~~not ~~Dynamic~~always ~~VEQTOR~~correspond ~~Index~~ to ~~the~~market ~~equity~~price and, ~~volatility~~as ~~components~~a isresult, ~~based~~investors onmay ~~realized~~be ~~volatility~~adversely ~~and~~affected ~~implied~~by ~~volatility~~the creation ~~measurements~~or redemption of Creation Units at a value that ~~may~~differs ~~not~~from ~~effectively~~the ~~predict~~market ~~trends~~price inof ~~future~~the ~~volatility;~~Shares.

· The ~~Dynamic~~NAV ~~VEQTOR~~per ~~Index~~share ~~allocates~~of the Shares of a Fund changes as fluctuations occur in the market value of the Fund’s portfolio. Investors should be aware that the public trading price of a number of Shares of a Fund otherwise amounting to a Creation Unit may be different from the NAV ~~equity~~of an actual Creation Unit (i.e., 50,000 individual Shares may trade at a premium over, or a discount to, NAV of a Creation Unit of Shares) and ~~volatility~~similarly ~~components~~the public trading price per Share of the Fund may be different from the NAV per Share of the Fund. Consequently, an Authorized Participant may be able to create or redeem a Creation Unit of Shares of a Fund at a discount or a premium to the public trading price per Share of the Fund. This price difference may be due, in ~~accordance~~large part, ~~with~~to ~~pre-defined~~the ~~weightings~~fact that ~~may~~supply and demand forces at work in the secondary trading market for Shares of a Fund are closely related, but not beidentical, ~~optimal;~~to the same forces influencing the price of an underlying commodity at any point in time. Investors also should note that the size of each Fund in terms of total assets held may change substantially over time and from time-to-time as Creation Units are created and redeemed.

·Authorized ~~Historical~~Participants ~~values~~or their clients or customers may have an opportunity to realize a riskless profit if they can purchase a Creation Unit at a discount to the public trading price of the ~~Dynamic~~Shares ~~VEQTOR~~of ~~Index~~a ~~cannot~~Fund beor ~~taken~~can asredeem ana ~~indication~~Creation Unit at a premium over the public trading price of the ~~future~~Shares ~~performance~~of the Fund. The Sponsor expects that the exploitation of such arbitrage opportunities by Authorized Participants and their clients and customers will tend to cause the ~~Dynamic~~public ~~VEQTOR~~trading ~~Index~~price to track NAV per Share of the Funds closely over time.

The ~~impact~~value of ~~changes~~a inShare ~~the value~~ of ~~the~~a ~~Dynamic~~Fund ~~VEQTOR~~may ~~Index~~be ~~will~~influenced ~~affect~~by ~~investors~~non-concurrent ~~differently~~trading ~~depending~~hours ~~upon~~between the ~~Fund~~NYSE inArca ~~which~~and ~~investors invest. Decreases in~~ the ~~value~~exchange ofon ~~the~~which ~~Dynamic VEQTOR Index will negatively impact~~ the ~~performance~~futures contracts ofor ~~Shares~~commodities ofunderlying ~~a Bull Fund and increases in~~ the ~~value~~applicable oftarget ~~the~~benchmark ~~Dynamic~~are ~~VEQTOR~~traded. ~~Index~~While ~~will negatively impact~~ the ~~performance of~~ Shares of aeach ~~Bear~~ Fund~~. For~~ ~~information~~trade ~~regarding~~on ~~how~~ the ~~volatility~~NYSE ofArca afrom ~~benchmark~~9:30 ~~can have~~ a.m. ~~negative~~to ~~effect~~4:00 onp.m. ~~performance~~(Eastern ~~over time~~Time), ~~see “—Over a period of time in excess of one day,~~ the ~~cumulative~~futures ~~percentage~~contracts ~~increase~~ or ~~decrease~~commodities inunderlying ~~the NAV of the Shares of~~ a ~~Leveraged~~target ~~Fund~~benchmark may be ~~diverge~~traded ~~significantly~~during ~~from~~different atime ~~multiple or inverse multiple of cumulative percentage decrease or increase in the relative benchmark due to a compounding effect~~frames.”

~~The~~22 NAV may not always correspond to market price and, as a result, investors may be adversely affected by the creation or redemption of Creation Units at a value that differs from the market price of the Shares.

TheTable NAV per share of the Shares of a Fund changes as fluctuations occur in the market value of the Fund’s portfolio. Investors should be aware that the public trading price of a number of Shares of a Fund otherwise amounting to a Creation Unit may be different from the NAV of an actual Creation Unit (i.e., 50,000 individual Shares may trade at a premium over, or a discount to, NAV of a Creation Unit of Shares) and similarly the public trading price per Share of the Fund may be different from the NAV per Share of the Fund. Consequently, an Authorized Participant may be able to create or redeem a Creation Unit of Shares of a Fund at a discount or a premium to the public trading price per Share of the Fund. This price difference may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares of a Fund are closely related, but not identical, to the same forces influencing the price of an underlying commodity at any point in time. Investors also should note that the size of each Fund in terms of total assets held may change substantially over time and from time-to-time as Creation Units are created and redeemed.Contents

~~Authorized~~ Consequently, ~~Participants~~liquidity orin ~~their~~the ~~clients~~futures contracts or ~~customers~~commodities ~~may~~underlying ~~have~~the anapplicable ~~opportunity~~target tobenchmark ~~realize~~will abe ~~riskless~~reduced ~~profit~~after ifthe ~~they~~close ~~can~~of ~~purchase~~trading ~~a Creation Unit~~ at athe ~~discount~~applicable tocommodities ~~the~~exchange. ~~public~~As ~~trading~~a result, ~~price~~during of the ~~Shares~~time ofwhen athe ~~Fund~~NYSE orArca ~~can~~is ~~redeem~~open aand ~~Creation~~the ~~Unit~~applicable atcommodities aexchange ~~premium~~is ~~over~~closed, ~~the public~~ trading ~~price~~spreads ofand the ~~Shares~~resulting ofpremium ~~the~~or ~~Fund.~~discount ~~The~~on ~~Sponsor expects that~~ the ~~exploitation~~Shares of ~~such~~a ~~arbitrage~~Fund ~~opportunities~~may bywiden, ~~Authorized Participants~~ and, ~~their~~therefore, ~~clients~~increase ~~and~~the ~~customers~~difference ~~will~~between ~~tend to cause~~ the ~~public trading~~ price of tothe ~~track~~Shares ~~NAV~~of ~~per~~a ~~Share~~Fund ofand the ~~Funds~~NAV ~~closely~~of ~~over~~such ~~time~~Shares.

~~The~~Competing ~~value~~claims of aintellectual ~~Share~~property ofrights ~~a Fund~~ may beadversely ~~influenced~~affect ~~by nonconcurrent trading hours between~~ the ~~NYSE Arca~~ Funds and ~~the~~an ~~exchange~~investment on which the futures contracts or commodities underlying the applicable benchmark are traded. While the Shares of each Fund trade on the NYSE Arca from 9:30 a.m. to 4:00 p.m. (Eastern Time), the futures contracts or commodities underlying a benchmark may be traded during different time frames. Consequently, liquidity in the futures contracts or commodities underlying the applicable benchmark will be reduced after the close of trading at the applicable commodities exchange. As a result, during the time when the NYSE Arca is open and the applicable commodities exchange is closed, trading spreads and the resulting premium or discount on the Shares ~~of a Fund may widen, and, therefore, increase the difference between the price of the Shares of a Fund and the NAV of such Shares~~.

21Parties throughout the financial industry could be granted patent applications that would limit the use of methods and systems for creating and administering interests in commodity pools, as well as other elements of the Trust’s exchange-traded funds structure, any or all of which could impede the Funds from achieving their investment objectives.

~~The~~Although ~~Leveraged~~the Sponsor does not anticipate that such filings will adversely impact the Funds’, ~~use~~it ofis ~~leverage~~impossible ~~and/~~to provide definite assurances that no such negative impact will occur. Further, it is not possible to predict whether a patent will issue at all, nor, if a patent is issued, what subject matter it will cover. The Sponsor believes that it has properly licensed or ~~short~~obtained ~~positions~~the ~~should~~appropriate beconsent ~~considered~~of all necessary parties with respect to beintellectual ~~speculative~~property rights. However, other third parties may allege ownership as to such rights and ~~could~~may ~~result~~bring an action in asserting their claims. To the ~~total~~extent ~~loss~~any action ofis anbrought ~~investor’s~~by ~~investment~~a third party asserting such rights, the expenses in litigating, negotiating, cross-licensing or otherwise settling such claims may adversely affect the Funds.

~~The~~Investors ~~Leveraged~~may ~~Funds~~be ~~use~~adversely ~~leveraged~~affected ~~investment~~by ~~techniques~~an inoverstatement ~~seeking~~or tounderstatement ~~achieve~~of ~~their~~the ~~respective~~NAV ~~investment~~calculation ~~objectives.~~of ~~Leverage should cause~~ a ~~Leveraged~~ Fund todue ~~lose more money in market environments adverse~~ to ~~its~~the ~~daily~~valuation ~~investment~~method employed ~~objectives~~on ~~than a Leveraged Fund that does not employ leverage, which could result in~~ the ~~total~~date ~~loss~~ of anNAV ~~investor’s investment~~calculation.

~~Because~~Calculating the ~~Bull~~NAV ~~Funds~~of ~~and~~each ~~Bear~~Fund ~~Funds~~includes, ~~offered~~in ~~hereby~~part, ~~include~~any aunrealized ~~300%~~profits ~~multiplier,~~or anlosses ~~intra-day~~on open ~~price~~swap ~~movement~~agreements, offutures ~~33%~~ or ~~more~~forward incontracts. aUnder ~~relevant~~normal ~~benchmark~~circumstances, ~~could~~the ~~result~~NAV inof ~~the~~each ~~total~~Fund ~~loss~~reflects the value of anits ~~investor’s~~corresponding ~~investment~~target benchmark and, if ~~that~~applicable, the price ~~movement~~of isfutures ~~contrary~~contracts toheld by the ~~investment~~Fund, ~~objective~~as of the ~~Fund~~time inthe ~~which~~NAV is anbeing ~~investor~~calculated. ~~has~~However, ~~invested.~~if ~~This~~a ~~would~~futures becontract ~~the~~traded ~~case~~on ~~with~~an ~~downward~~exchange ~~one-day~~could ~~price~~not ~~movements~~be inpurchased or sold on a ~~Bull~~day when a Fund, ~~even~~is ~~though~~accepting ~~the~~creation ~~underlying~~and ~~benchmark~~redemption ~~would~~orders ~~always~~(due ~~have~~to athe ~~value~~operation ~~greater~~of ~~than~~daily ~~zero.~~limits Inor ~~addition~~other torules of the ~~leveraged~~exchange ~~risk~~or otherwise), ina Fund may be improperly exposed which acould ~~one-day~~cause ~~33%~~it ~~upward~~to ~~move~~fail into ameet ~~benchmark~~its ~~underlying~~stated ainvestment ~~Bear~~objective. Alternatively, the Fund ~~would~~may ~~result~~attempt into calculate the ~~total~~fair ~~loss~~value of ansuch ~~investor’s~~instruments. ~~investment~~In such a situation, there is a ~~benchmark~~risk ~~could,~~that inthe calculation ~~theory,~~of ~~rise~~the ~~infinitely~~relevant intarget abenchmark, ~~one-day~~and ~~period~~therefore, sothe aNAV ~~bearish~~of ~~swap~~the ~~agreement~~applicable orFund ~~short~~on ~~position~~such inday, ~~related~~may ~~futures~~not oraccurately ~~forward~~reflect ~~contracts~~the ~~would~~realizable ~~expose~~market anvalue ~~Bear~~of ~~Fund~~the tofutures ~~theoretically~~contracts ~~unlimited~~underlying ~~liability~~such target benchmark.

~~Because~~The ~~liability~~liquidity ~~due~~of tothe ~~losses~~Shares ~~will~~may also be ~~segregated~~affected toby ~~either~~the awithdrawal ~~Bull~~from ~~Fund~~participation orof aAuthorized ~~Bear Fund~~Participants, aswhich ~~applicable,~~could ~~losses~~adversely affect tothe ~~investors~~market inprice ~~one~~of ~~Bull Fund from such exposure will not subject investors in~~ the ~~corresponding Bear Fund to such exposure, and vice versa~~Shares.

~~Fewer~~In ~~representative~~the ~~commodities~~event ~~may~~that ~~result~~one or more Authorized Participants which have substantial interests in the ~~greater~~Shares ~~benchmark~~withdraw ~~volatility~~from participation, the liquidity of the Shares will likely decrease, which could adversely affect anthe ~~investment~~market inprice of the Shares and result in investors incurring a loss on their investment.

~~The~~Shareholders ~~Commodity~~that ~~Funds and the Currency Funds~~ are ~~concentrated~~not ~~solely~~Authorized onParticipants ~~their~~may ~~single~~only ~~benchmark~~purchase ~~physical commodity~~ or ~~currency.~~sell ~~Investors~~their ~~should~~Shares ~~be aware that other commodities benchmarks are more diversified~~ in ~~terms~~secondary oftrading ~~both~~markets, ~~the number~~ and ~~variety~~the conditions ofassociated ~~commodities~~with ~~included. Concentration~~trading in ~~fewer~~secondary ~~commodities~~markets may ~~result~~adversely inaffect ainvestors’ ~~greater~~investment ~~degree of volatility~~ in ~~a benchmark and~~ the ~~NAV of the Fund which tracks a benchmark under specific market conditions and over time~~Shares.

~~Failure~~Only Authorized ofParticipants ~~the~~may ~~commodity~~create or ~~the~~redeem ~~currency~~Creation ~~markets,~~Units. asAll ~~the~~other ~~case~~investors ~~may~~that ~~be,~~desire to ~~exhibit~~purchase ~~low~~or tosell ~~negative~~Shares ~~correlation~~must todo ~~general~~so ~~financial~~through ~~markets~~the ~~will~~NYSE ~~reduce~~Arca ~~benefits~~or ofin ~~diversification~~other ~~and~~markets, ~~may~~if ~~exacerbate~~any, ~~losses~~in towhich anthe ~~investor’s~~Shares ~~portfolio~~may be traded.

~~Historically,~~23 returns of the commodity or currency markets, as the case may be, have tended to exhibit low to negative correlation with the returns of other assets such as stocks and bonds. Although commodity or currency futures trading can provide a diversification benefit to investor portfolios because of its low to negative correlation with other financial assets, the fact that a benchmark is not 100% negatively correlated with financial assets such as stocks and bonds means that each respective Fund cannot be expected to be automatically profitable during unfavorable periods for the stock or bond market, or vice versa. If the Shares perform in a manner that correlates with the general financial markets or do not perform successfully, investors will obtain no diversification benefits by investing in the Shares and the Shares may produce no gains to offset their losses from other investments.

TradingTable onof commodity exchanges outside the United States is not subject to U.S. regulation and may result in different or diminished investor protections.Contents

~~Some~~The ofExchange ~~the Funds’ trading~~ may behalt ~~conducted on commodity exchanges outside the United States. Trading on such exchanges is not regulated by any United States governmental agency and may involve certain risks not applicable to~~ trading ~~on United States exchanges, including different or diminished investor protections. In trading contracts denominated~~ in ~~currencies other than U.S. Dollars,~~ the Shares ~~are subject to the risk~~ of ~~adverse~~a ~~exchange~~Fund ~~rate movements between the dollar and the functional currencies of such contracts. Investors could incur substantial losses from trading on foreign exchanges~~ which ~~such investors~~ would ~~not~~adversely ~~have otherwise been subject had the Funds~~impact investors’ ~~trading~~ability ~~been limited~~ to ~~U.S.~~sell ~~markets~~Shares.

22Trading in Shares of a Fund may be halted due to market conditions or, in light of the Exchange’s rules and procedures, for reasons that, in the view of the Exchange, make trading in Shares of a Fund inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require trading to be halted for a specified period based on a specified market decline or rise in a market index (e.g., the Dow Jones Industrial Average) or in the price of a Fund’s Shares. Additionally, the ability to short sell a Fund’s shares may be restricted when there is a 10% or greater change from the previous day’s official closing price. There can be no assurance that the requirements necessary to maintain the listing of the Shares of a Fund will continue to be met or will remain unchanged. A Fund will be terminated if the Shares are delisted.

AnShareholders ~~investment~~do not inhave the ~~Shares~~protections ~~may~~associated bewith ~~adversely~~ownership ~~affected~~of byshares ~~competition~~in ~~from~~an ~~other~~investment ~~methods~~company ofregistered ~~investing~~under inthe ~~commodities~~1940 ~~or currencies~~Act.

AThe ~~Fund~~Funds ~~competes~~are not ~~with~~registered ~~other~~as ~~financial~~an ~~vehicles,~~investment ~~including~~company ~~other~~under ~~commodity or currency pools, as~~ the ~~case~~1940 ~~may~~Act ~~be, hedge funds, traditional debt~~ and ~~equity~~are ~~securities~~not ~~issued~~required ~~by companies in the commodities or currency industry, other securities backed by or linked~~ to ~~such~~register ~~commodities~~under ~~or currency, and direct investments in~~ the ~~underlying~~1940 ~~commodities or currency or commodity or currency futures contracts~~Act. ~~Market and financial conditions~~Consequently, ~~and~~shareholders ~~other~~do ~~conditions~~not ~~beyond~~have the ~~Sponsor’s~~regulatory ~~control,~~protections ~~may~~provided ~~make it more attractive~~ to ~~invest~~investors in ~~other~~investment ~~financial~~companies ~~vehicles or to invest in such commodities or currencies directly, which could limit the market for the Shares~~ and ~~reduce~~regulated ~~the liquidity of the Shares~~investment companies.

~~The~~Shareholders ~~presence~~do ofnot ~~“contango”~~have in the ~~market~~rights ~~prices~~enjoyed ofby ~~benchmark~~investors ~~commodity~~in ~~future~~certain ~~contracts~~other ~~will~~vehicles ~~generally adversely affect the value of those Bull Funds,~~ and ~~the~~may ~~presence~~be ofadversely ~~“backwardation”~~affected inby ~~the~~a lack ~~market prices~~ of ~~benchmark~~statutory ~~commodity~~rights ~~future~~and ~~contracts~~by ~~will~~limited ~~generally~~voting ~~adversely~~and ~~affect~~distribution ~~the value of those Bear Funds~~rights.

InThe ~~Funds~~Shares ~~that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that~~ have alimited ~~later~~voting ~~expiration.~~and ~~Thus,~~distribution rights (for example, ashareholders ~~contract~~do ~~purchased~~not ~~and~~have ~~held in August 2010 may specify a September 2010 expiration. For a Bull Fund, as that contract nears expiration, it may be replaced by selling~~ the ~~September~~right ~~2010 contract and purchasing the contract expiring in December 2010. This process is referred~~ to aselect ~~“rolling”.~~directors ~~Rolling~~and ~~may have a positive or negative impact on performance. “Backwardation” occurs when~~ the ~~prices~~Funds ~~for contracts with shorter-term expirations~~ are ~~higher~~not ~~than~~required ~~prices~~to ~~for~~pay ~~contracts~~regular ~~with longer-term expirations. In these circumstances~~distributions, ~~absent~~although ~~other factors,~~ the ~~sale~~Funds ofmay ~~the~~pay ~~September~~distributions ~~2010 contract would take place~~ at ~~a price that is higher than~~ the ~~price~~discretion at which the December 2010 contract is purchased, thereby creating a gain in connection with rolling. Conversely, “contango” occurs when the prices for shorter-term expirations are lower than for contracts with longer-term expirations. The presence of ~~contango (rather than backwardation) at~~ the time of rolling would be expected to adversely affect the benchmark and thus would adversely affect the value of a Bull Fund, which tracks daily changes in the value of the benchmark and positively affect the value of a Bear Fund, which tracks daily changes in the value of the benchmarkSponsor). Similarly, the presence of contango in any other relevant benchmarks and related futures contracts of a given Bull Fund would adversely affect the value of that Bull Fund and positively affect the value of a Bear Fund.

Gold and silver units historically exhibit “contango” markets rather than backwardation. Contango markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months due to the costs of long-term storage of a physical commodity prior to delivery or other factors. The ~~presence~~value of ~~backwardation (rather than contango) at~~ the ~~time~~Shares ofwill ~~rolling in relevant benchmarks of a given Bear Fund would~~ be ~~expected to~~ adversely ~~affect~~affected ~~the~~if ~~value of that Bear Fund which tracks daily changes in~~ the ~~value~~Funds ofare ~~the~~required ~~relevant~~to ~~benchmark~~indemnify ~~and positively affect~~ the ~~value~~Trustee ofor ~~that Bull Fund which tracks daily changes in~~ the ~~value of the relevant benchmark~~Sponsor.

~~Commodity~~Under ~~Funds~~the doTrust ~~not~~Agreement, ~~invest~~the inTrustee ~~Bullion~~and ~~itself~~the asSponsor ~~certain~~have ~~other~~the ~~exchange~~right ~~traded~~to ~~products~~be ~~do.~~indemnified ~~Rather~~to the ~~Commodity~~fullest ~~Funds~~extent ~~use~~permitted ~~Financial~~by ~~Instruments~~law tofor ~~gain~~any liability ~~exposure~~or toexpense ~~these~~incurred ~~precious~~by ~~metals.~~the ~~Not~~Trustee ~~investing~~and ~~directly~~Sponsor. inThat ~~Bullion~~means ~~may~~the ~~introduce~~Sponsor ~~additional~~may ~~tracking~~require ~~error~~the ~~and~~assets ~~the~~of ~~Commodity~~a ~~Funds~~Fund ~~may~~to be ~~subject~~sold in order to cover losses or liability suffered by it or by the ~~effects~~Trustee. Any sale of ~~contango~~that ~~and~~kind ~~backwardation~~would ~~described~~reduce ~~above~~the NAV of one or more Funds.

~~Using~~Although ~~Financial Instruments such as forwards and futures in an effort to replicate~~ the ~~performance~~Shares of ~~gold~~each ~~and~~Fund ~~silver~~are ~~may~~limited ~~introduce~~liability ~~tracking~~investments, ~~error~~certain tocircumstances ~~the~~such ~~performance~~as ofbankruptcy ~~the Commodity Funds. The primary cause~~ of ~~tracking~~a ~~error resulting from not investing directly in is expected to be caused by the need to roll futures~~ Fund or ~~forward~~indemnification ~~contracts as described above and the resulting possibility that contango or backwardation can occur. Gold and silver historically exhibit contango markets during most periods. The existence~~ of ~~historically~~a ~~prevalent~~Fund ~~contango~~by ~~markets would be expected to adversely affect~~ the ~~Commodity~~shareholder ~~Bull~~will ~~Funds.~~increase ~~Alternatively,~~a ~~the~~shareholder’s ~~existence of backwardated markets in either silver or gold would have an adverse impact on the Commodity Bear Funds~~liability.

The ~~Funds~~Shares of each Fund are ~~subject~~limited liability toinvestments; ~~counterparty~~investors ~~risks,~~may ~~credit~~not ~~risks~~lose ~~and~~more ~~other~~than ~~risks~~the ~~associated~~amount ~~with~~that ~~swap~~they ~~agreements~~invest ~~and~~plus ~~forward~~any ~~contracts~~profits recognized on their investment. However, ~~which~~shareholders could ~~result~~be inrequired, ~~significant~~as ~~losses~~a matter of bankruptcy law, to return to the ~~Funds~~estate of a Fund any distribution they received at a time when such Fund was in fact insolvent or in violation of its Trust Agreement.

23Failure of FCMs or Swap Dealers to segregate assets may increase losses in the Funds.

~~Some~~The ofCEA ~~the~~requires ~~Funds~~a ~~use~~clearing broker and a swap ~~agreements~~dealer ~~and/or~~to segregate ~~forward~~all ~~contracts~~funds asreceived afrom ~~means~~customers toand ~~achieve~~counterparties ~~their~~from ~~investment~~such ~~objective~~broker’s or dealer’s proprietary assets. ~~These~~There ~~investment~~is ~~vehicles~~a ~~are~~risk ~~typically~~that ~~traded~~assets deposited by the Sponsor on abehalf ~~principal-to-principal~~of ~~basis~~the ~~through~~Funds ~~dealer~~as ~~markets~~margin ~~that~~with ~~are~~the ~~dominated~~FCMs byor ~~major~~Swaps ~~money~~Dealers ~~center~~may, ~~and~~in certain ~~investment~~circumstances, ~~banks~~be ~~and~~used to satisfy losses of other ~~institutions~~clients ~~and~~of ~~are~~the ~~essentially~~FCMs ~~unregulated~~or bycounterparties of the ~~CFTC~~Swaps Dealer. If ~~Investors,~~an ~~therefore~~FCM or Swaps Dealer fails to segregate the funds received from the Sponsor, dothe assets of the Funds might not ~~receive~~be fully protected in the ~~protection~~event of ~~CFTC~~the ~~regulation~~FCM’s or ~~the~~Swaps ~~statutory~~Dealer’s ~~scheme~~bankruptcy. ofFurthermore, in the ~~CEA~~event inof ~~connection~~an ~~with~~FCM’s ~~each~~or ~~Fund~~Swaps Dealer’s ~~swap~~bankruptcy, ~~agreements~~Fund orShares ~~forward~~could ~~contracts.~~be ~~The~~limited ~~markets~~to ~~rely~~recovering ~~upon~~only ~~the~~a ~~integrity~~pro rata share of ~~market~~all ~~participants~~available infunds segregated ~~lieu~~on behalf of the ~~additional~~FCM’s ~~regulation~~combined ~~imposed~~customer byaccounts ~~the~~or ~~CFTC~~Swaps onDealer’s ~~participants~~accounts, ineven ~~the~~though ~~futures~~certain ~~markets.~~property ~~The~~specifically ~~lack~~traceable ofto ~~regulation~~a inparticular ~~these~~Fund ~~markets~~was ~~could~~held ~~expose~~by ~~investors~~the toFCM ~~significant~~or ~~losses~~Swaps ~~under~~Dealer. ~~certain~~Each ~~circumstances~~FCM ~~including~~or inSwaps Dealer may, from time to time, be the ~~event~~subject of ~~trading~~certain ~~abuses~~regulatory orand ~~financial~~private ~~failure~~causes byof ~~participants~~action.

~~Unlike~~24 in futures contracts, the counterparty to swap agreements or forward contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, a Fund is subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments entered into as part of that Fund’s principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund could suffer significant losses on these contracts and the value of an investor’s investment in a Fund may decline.

ATable Fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding from a counterparty and a Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit rating is investment grade, as determined by a nationally recognized statistical rating organization, or, if unrated, judged by the Sponsor to be of comparable quality.Contents

~~Swaps~~Similarly, orthe ~~forward~~CEA ~~contracts~~requires ~~have~~a ~~terms~~clearing ~~that~~organization ~~make~~approved ~~them~~by ~~less~~the ~~marketable~~CFTC ~~than~~as a derivatives clearing organization to segregate all funds and other property received from a clearing member’s clients in connection with domestic futures and options contracts from any funds held at the clearing organization to support the clearing member’s proprietary trading. ~~Swaps~~Nevertheless, customer funds held at a clearing organization in connection with any futures or ~~forward~~options contracts ~~are~~may ~~less~~be ~~marketable~~held ~~because~~in ~~they~~a ~~are~~commingled omnibus account, which may not ~~traded~~identify onthe anname ~~exchange,~~of dothe ~~not~~clearing member’s ~~have~~individual ~~uniform~~customers. ~~terms~~With respect to futures and ~~conditions~~options contracts, ~~and~~a ~~are~~clearing ~~entered~~organization ~~into~~may ~~based~~use ~~upon~~assets of a non-defaulting customer held in an omnibus account at the ~~creditworthiness~~clearing organization to satisfy payment obligations of a defaulting customer of the ~~parties~~clearing ~~and~~member to the ~~availability~~clearing oforganization. ~~credit~~As ~~support~~a result, ~~such~~in asthe ~~collateral,~~event ~~and~~of a default of the clearing FCM’s other clients or the clearing FCM’s failure to extend its own funds in ~~general~~connection with any such default, a ~~are~~Fund may not ~~transferable~~be ~~without~~able to recover the ~~consent~~full amount of assets deposited by the ~~counterparty~~clearing FCM on behalf of the Fund with the clearing organization.

~~Each~~In ~~Fund~~the ~~seeks~~event toof ~~track~~a ~~its~~bankruptcy ~~respective~~or ~~benchmark,~~insolvency ~~and~~of inany ~~the~~exchange ~~case~~or ofa ~~the~~clearing ~~Leveraged Funds~~house, a ~~multiple~~Fund orcould ~~inverse~~experience ~~multiple~~a ~~thereof,~~loss onof anthe ~~daily~~funds ~~basis~~deposited atthrough its ~~all~~FCM ~~times~~as ~~even~~margin ~~during~~with ~~periods in which~~ the ~~applicable~~exchange ~~benchmark~~or isclearing ~~flat~~house, asa ~~well~~loss asof ~~when~~any aprofits ~~benchmark~~on isits ~~moving~~open inpositions aon ~~manner~~the ~~which~~exchange, ~~causes~~and athe ~~Fund’s~~loss ~~NAV~~of tounrealized ~~decline,~~profits ~~thereby~~on ~~causing~~its ~~losses~~closed topositions ~~such~~on ~~Fund~~the exchange.

~~The~~A ~~Funds~~court ~~are~~could ~~not~~potentially ~~actively~~conclude ~~managed~~that ~~by traditional methods, which typically involve effecting changes in~~ the ~~composition~~assets ofand aliabilities ~~portfolio on the basis~~ of ~~judgments~~one ~~relating~~Fund toare ~~economic,~~not ~~financial~~segregated ~~and~~from ~~market~~those ~~considerations with a view toward obtaining positive results under all market conditions. Rather, the Sponsor seeks to cause the NAV to track, on a daily basis, a benchmark or in the case~~ of ~~the~~another ~~Leveraged~~Fund ~~Funds~~and determine athat ~~multiple of~~ a ~~Fund~~shareholder’s ~~benchmark~~investment ~~at all times, even during periods~~ in ~~which~~one aFund ~~benchmark~~must isbe ~~flat~~utilized orto ~~moving~~satisfy ~~in a manner which causes~~ the ~~NAV~~liabilities of ~~the~~another ~~Funds~~Fund tocausing ~~decline.~~the Itshareholders ~~is possible~~ to lose money ~~over time when an underlying benchmark is up (down) for the corresponding Bull (Bear) Fund due to the effects of daily rebalancing, volatility and compounding~~.

Each Fund ~~seeks to provide a return which~~ is a ~~multiple~~separate ofseries ~~the daily performance~~ of ~~its~~a ~~benchmark. No~~Delaware ~~Fund~~statutory ~~attempts~~trust ~~to,~~ and nonot ~~Fund~~itself ~~should be expected to, provide returns which are~~ a ~~multiple~~separate oflegal ~~the return of the benchmark for periods longer than a single trading day~~entity. ~~Each~~ Fund repositions its portfolio at the end of each trading day, increasing exposure in response to that day’s gains or reducing exposure in response to that day’s losses. If adverse daily performance of a Fund’s target benchmark reduces the amount of a shareholder’s investment, any further adverse daily performance will lead to a smaller dollar loss because the shareholder’s investment had already been reduced by the prior adverse performance. Equally, however, if favorable daily performance of a Fund’s target benchmark increases the amount of a shareholder’s investment, the dollar amount lost due to future adverse performance will increase correspondingly.

~~Daily~~Section ~~repositioning~~3804(a) ~~will~~of ~~impair~~the aDelaware ~~Fund’s~~Statutory ~~performance~~Trust Act (“DSTA”) provides that if certain provisions are in the ~~benchmark~~formation ~~experiences~~and ~~volatility. For~~governing documents ~~instance,~~of a ~~hypothetical~~statutory 3Xtrust ~~Bull~~organized ~~Fund~~in series and 3Xif ~~Bear~~separate ~~Fund~~and ~~would~~distinct berecords ~~expected~~are tomaintained ~~lose~~for ~~9.96%~~any series and ~~12.16%,~~the ~~respectively~~assets ~~(as~~associated ~~shown~~with inthat ~~Graphs~~series 1are held in separate and 2distinct ~~below~~records (directly or indirectly, including through a nominee or otherwise) ifand ~~their~~accounted ~~benchmark~~for ~~was~~in ~~flat~~such ~~over~~separate aand ~~hypothetical~~distinct ~~one~~records ~~year~~separately ~~period~~from ~~during~~the ~~which~~other assets of the ~~benchmark~~statutory ~~experienced~~trust, ~~annualized~~or ~~volatility~~any ofseries ~~15%. If~~thereof, then the ~~benchmark’s~~debts, ~~annualized~~liabilities, ~~volatility~~obligations ~~were~~and toexpenses ~~rise~~incurred, contracted for or otherwise existing with respect to ~~40%~~a particular series are enforceable against the assets of such series only, and not against the ~~hypothetical~~assets ~~loss~~of ~~for~~the astatutory ~~one~~trust ~~year~~generally ~~period~~or ~~would~~any ~~widen~~other toseries ~~approximately~~thereof ~~55.51%~~and ~~for~~none of the 3Xdebts, ~~Bull~~liabilities, ~~Fund~~obligations and ~~77.75%~~expenses incurred, contracted for or otherwise existing with respect to the 3Xstatutory ~~Bear~~trust ~~Fund,~~generally asor ~~illustrated~~any inother ~~Graphs~~series 3thereof ~~and~~shall ~~4. A~~be ~~target~~enforceable ~~benchmark’s~~against ~~volatility~~the ~~rate~~assets of such series. The Sponsor is not aware of any court case that has interpreted Section 3804(a) ~~statistical~~or ~~measure~~provided ofany ~~the~~guidance ~~magnitude~~as ofto ~~fluctuations~~what inis ~~its~~required ~~returns~~for compliance. ~~Since~~ ~~market~~The ~~volatility~~Sponsor ~~has~~maintains ~~negative~~separate ~~implications~~and distinct records for ~~Funds~~each ~~which~~Fund ~~rebalance~~and ~~daily,~~accounts ~~investors~~for ~~should~~them beseparately ~~sure~~but toit ~~monitor~~is possible a court could conclude that the methods used did not satisfy Section 3804(a) of the DSTA and ~~manage~~thus ~~their~~potentially ~~investments~~expose assets in one Fund to the ~~Funds~~liabilities inof ~~volatile~~another ~~markets~~Fund.

24There may be circumstances that could prevent a Fund from being operated in a manner consistent with its investment objective and principal investment strategies.

~~The~~There ~~following~~may ~~graphs~~be ~~assume~~circumstances ~~that~~outside the ~~Funds~~control ~~perfectly~~of ~~achieve~~the ~~their~~Sponsor ~~investment~~and/or ~~objectives. To~~a ~~isolate~~Fund ~~the~~that ~~impact~~make ofit, ~~leverage~~for all practical purposes, ~~these~~impossible ~~graphs~~to ~~assume~~re-position such Fund and/or to process a) nopurchase ~~dividends~~or ~~paid~~redemption order. Examples of such circumstances include: natural disasters; public service disruptions or utility problems such as those caused by fires, floods, extreme weather conditions, and power outages resulting in telephone, telecopy, and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the ~~companies~~aforementioned ~~included~~parties, onas well as the ~~index~~Depository Trust Company (“DTC”), ifthe ~~applicable;~~National bSecurities Clearing Corporation (“NSCC”), noor ~~fund~~any ~~expenses~~other participant in the purchase process; and c)similar ~~borrowing/lending~~extraordinary ~~rates~~events. ~~(to~~Accordingly, ~~obtain~~while ~~required~~the ~~leverage)~~Sponsor has implemented and tested a business continuity plan that transfers functions of ~~zero~~any ~~percent. If~~disrupted ~~Fund~~facility ~~expenses~~to ~~were~~another ~~included~~location and has effected a disaster recovery plan, ~~the~~circumstances, such as those above, may prevent a Fund’s ~~performance~~from ~~would~~being beoperated ~~lower~~in ~~than~~a ~~that~~manner ~~shown~~consistent with its investment objective and/or principal investment strategies.

26 Table of Contents

27 Due to the increased use of technologies, intentional and unintentional cyber attacks pose operational and information security risks.

28 With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the Funds are susceptible to operational and information security risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites. Cyber security failures or breaches of a Fund’s third party service provider (including, but not limited to, index providers, the administrator and transfer agent) or the issuers of securities in which the Funds invest, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. The Funds and their shareholders could be negatively impacted as a result. While the Funds have established business continuity plans and systems to prevent such cyber attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Funds cannot control the cyber security plans and systems put in place by issuers in which the Funds invest.

29 The Shares of each Fund are new securities products and their value could decrease if unanticipated operational or trading problems arise.

~~Investors~~The ~~who~~mechanisms ~~only~~and ~~invest~~procedures ingoverning ~~any~~the ~~one~~creation, redemption and offering of athe ~~Bull~~Shares ~~Fund~~have orbeen adeveloped specifically ~~Bear~~for ~~Fund~~these ~~may~~securities ~~not~~products. Consequently, there may be ~~able~~unanticipated problems or issues with respect to ~~profit~~the ifmechanics of the ~~market~~operations ~~value~~of the Funds and the trading of the ~~underlying~~Shares ~~benchmark~~that ~~moves~~could ~~against~~have ~~such~~a material adverse effect on an investment in the Shares. In addition, although the Funds are not actively “managed” by traditional methods, to the extent that unanticipated operational or trading problems or issues arise, the Sponsor’s past experience and qualifications may not be suitable for solving these problems or issues.

AShareholders ~~Bull~~of each Fund isare ~~expected~~subject to ~~rise~~taxation ason atheir shares ~~result~~ of ~~any~~a ~~daily upward price movement in its underlying benchmark. A Bear~~ Fund’s istaxable ~~expected~~income, towhether ~~rise~~or asnot athey ~~result~~receive ofcash ~~any daily downward price movement in its benchmark~~distributions.

IfThe ~~the~~Trust ~~price~~is oforganized as a ~~target~~Delaware statutory ~~benchmark~~trust, ~~decreases~~but ~~for~~each series of the Trust is taxed as a ~~given~~limited ~~day,~~partnership ~~the~~in ~~corresponding~~accordance ~~Bear~~with ~~Fund~~the ~~should~~provisions ~~generally~~of ~~profit~~the Trust Agreement and ~~the~~applicable ~~Bull~~state law. Accordingly, each Fund ~~should~~is ~~generally~~taxed ~~suffer~~as a ~~loss~~limited partnership. IfNo ~~the~~U.S. ~~price~~federal ofincome atax is ~~target~~paid ~~benchmark~~by ~~increases~~any ~~for~~Fund aon ~~given~~its ~~day~~income. Instead, ~~the~~each ~~corresponding~~Fund ~~Bull~~will ~~Fund~~furnish ~~should~~shareholders ~~generally~~each ~~profit~~year ~~and~~with ~~the~~tax ~~Bear~~information ~~Fund~~on ~~should~~IRS ~~generally~~Schedule ~~suffer~~K-1 a(Form ~~loss~~1065) and each U.S. ~~Therefore,~~shareholder ~~the~~is ~~investment~~required ~~experience~~to ofreport ~~investors~~on ~~who~~its ~~plan~~U.S. tofederal ~~invest~~income intax ~~any~~return ~~one~~its allocable share of the ~~Funds~~income, ~~will~~gain, ~~depend~~loss ~~upon~~and ~~selection~~deduction of ~~the~~a ~~appropriate~~ Fund. inThis ~~light~~must ofbe reported without regard to the ~~price~~amount ~~movements~~(if any) of cash the ~~underlying~~shareholder ~~benchmark~~receives as a distribution from a Fund during the taxable year. ~~Such~~A ~~selection~~shareholder, therefore, may ~~become~~be ~~unprofitable~~allocated inincome or ~~the~~gain ~~future~~by ifa ~~the~~Fund ~~price~~but ofreceive no cash distribution with which to pay the ~~benchmark~~tax ~~changes~~liability ~~direction~~resulting from the allocation, or may ~~even~~receive ~~become~~a ~~unprofitable~~distribution ~~over~~that ~~time~~is ~~regardless~~insufficient ofto ~~target~~pay ~~benchmark’s~~such ~~direction~~liability.

~~Certain~~In ~~investors~~addition ~~who~~to ~~decide~~federal toincome ~~invest~~taxes, inshareholders ~~any~~may ~~combination~~be ofsubject ~~the~~to ~~Bull~~other ~~Fund~~taxes, ~~Shares~~such oras ~~Bear~~state ~~Fund~~and ~~Shares~~local ~~relating~~income totaxes, ~~the~~unincorporated ~~same~~business taxes, ~~underlying~~business ~~benchmark~~franchise ~~may~~taxes, ~~nevertheless~~and estate, ~~suffer~~inheritance ~~losses~~or ifintangible ~~the~~taxes ~~investor’s~~that ~~investment~~may ~~mix~~be ~~between~~imposed by the ~~Bull~~various jurisdictions in which a Fund ~~Shares~~does ~~and~~business or owns property or where the ~~Bear~~shareholders ~~Fund~~reside. ~~Shares~~Although an analysis of those various taxes is ~~biased~~not inpresented ~~one~~here, ~~direction~~each ~~and~~prospective ~~the~~shareholder ~~market~~should ~~price~~consider oftheir ~~the~~potential ~~relevant~~impact ~~benchmark~~on ~~moves~~its investment in a Fund. It is each shareholder’s responsibility to file the ~~opposite~~appropriate ~~direction~~U.S. federal, state, local, and foreign tax returns.

A26 Fund’s exposure to the commodities or currencies markets may subject the Fund to greater volatility than investments in traditional securities, which may adversely affect an investor’s investment in that Fund.

ATable Fund’s exposure to the commodities or currencies markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked financial instruments or currency-linked financial instruments may be affected by changes in overall market movements, commodity or currency benchmark, as the case may be, volatility, changes in interest rates, or factors affecting a particular industry, commodity or currency, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic political and regulatory developments.Contents

~~Fees~~Investors ~~are~~could ~~charged~~be ~~regardless~~adversely affected if items of ~~profitability~~income, gain, deduction, loss and ~~may~~credit with ~~result~~respect into ~~depletion~~Shares of ~~assets~~a Fund are reallocated in the event that the IRS does not accept the assumptions or conventions used by the Fund in allocating Fund tax items.

~~Each~~U.S. ~~Fund~~federal isincome ~~subject~~tax rules applicable to ~~the~~partnerships ~~fees~~are complex and ~~expenses~~often ~~described~~difficult ~~herein~~to ~~which~~apply ~~are~~to ~~payable~~publicly ~~irrespective~~traded ~~of profitability~~partnerships. ~~Such~~Each ~~fees~~Fund applies certain assumptions and ~~expenses~~conventions ~~include~~in ~~asset-based~~an ~~fees~~attempt ofto ~~xx%~~comply ~~per~~with ~~annum~~applicable rules and to report income, gain, deduction, loss and credit to shareholders of ~~each~~a Fund in a manner that reflects shareholders’s ~~average~~beneficial ~~daily~~shares ~~NAV.~~of ~~Additional~~partnership items, ~~charges~~but these assumptions and conventions may ~~include~~not ~~other~~be ~~fees~~in ascompliance with all aspects of applicable tax requirements. ~~The~~It ~~target~~is ~~benchmark~~possible that the IRS will ~~reflect~~successfully assert that the ~~performance~~conventions and assumptions used by a Fund do not satisfy the technical requirements of ~~its~~the ~~underlying~~Code ~~commodities,~~and/or ~~including~~Treasury ~~roll~~regulations ~~costs,~~and ~~without~~could ~~regard~~require tothat items of income, ~~earned~~gain, ondeduction, ~~cash~~loss ~~positions~~or credit be adjusted or reallocated in a manner that adversely affects investors.

~~Possible~~Shareholders ~~illiquid~~will ~~markets~~receive ~~may~~partner ~~exacerbate~~information ~~losses~~tax returns on Schedule K-1, which could increase the complexity of tax returns.

~~Swap~~The ~~agreements~~partner ~~and~~information ~~forward~~tax ~~contracts~~returns ~~may~~on ~~entail~~Schedule ~~breakage~~K-1 ~~costs~~which ifthe ~~terminated~~Funds ~~prior~~will distribute to ~~the~~shareholders ~~final~~will ~~maturity~~contain ~~date~~information regarding ~~and~~the ~~futures~~income ~~positions~~items ~~cannot~~and ~~always~~expense beitems ~~liquidated~~of at the ~~desired price~~Funds. ItIf isyou ~~difficult~~have tonot ~~execute~~received aSchedule ~~trade~~K-1s atfrom aother ~~specific~~investments, ~~price~~you ~~when~~may ~~there~~find isthat apreparing ~~relatively~~your ~~small~~tax ~~volume~~return ofmay ~~buy~~require ~~and~~additional ~~sell orders in a market. A market disruption~~time, ~~such~~or asit ~~when governments~~ may ~~take~~be ornecessary befor ~~subject~~you to ~~political~~retain ~~actions~~an ~~which~~accountant or ~~disrupt~~other ~~the~~tax ~~markets~~preparer, inat ~~their~~an ~~major~~additional ~~commodities~~expense ~~exports~~to ~~and imports~~you, ~~can also make it difficult~~ to ~~liquidate~~assist ayou ~~position~~in orthe ~~find~~preparation aof ~~swap~~your ~~or forward contract counterparty at a reasonable cost~~return.

~~There~~Investors ~~can~~could be adversely noaffected ~~assurance~~if ~~that market illiquidity will not cause losses for~~ the ~~Funds.~~current ~~The~~treatment ~~large size~~ of ~~the~~long-term ~~positions~~capital ~~which~~gains ~~the~~under ~~Funds~~current ~~may~~U.S. ~~acquire~~federal ~~increases~~income ~~the~~tax ~~risk~~law ofis ~~illiquidity~~changed ~~by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption~~ or ~~illiquidity~~repealed ~~will~~in ~~be exacerbated due to~~ the ~~fact that the Funds only invest in Financial Instruments related to one commodity~~future.

~~Competing~~Under ~~claims~~current law, long-term capital gains are taxed to non-corporate investors at a maximum United States federal income tax rate of ~~intellectual~~20%. ~~property~~This tax ~~rights~~treatment may be adversely ~~affect~~affected, ~~the~~changed ~~Funds~~or ~~and~~repealed anby ~~investment~~future changes in ~~the~~tax ~~Shares~~laws at any time.

~~Parties~~Shareholders ~~throughout~~of ~~the~~each ~~financial~~Fund may ~~industry~~recognize ~~could~~significant beamounts ~~granted patent applications that would limit the use~~ of ~~methods~~ordinary ~~and~~income ~~systems for creating~~ and ~~administering interests in commodity and currency pools, as well as other elements of the Trust’s exchange~~short-~~traded~~term ~~funds~~capital ~~structure, any or all of which could impede the Funds from achieving their investment objectives~~gain.

30Due to the investment strategy of the Funds, the Funds may realize and pass-through to Shareholders significant amounts of ordinary income and short-term capital gains as opposed to long-term capital gains, which generally are taxed at a preferential rate. A Fund’s income, gains, losses and deductions are allocated to shareholders on a monthly basis. If you own shares in a Fund at the beginning of a month and sell them during the month, you are generally still considered a shareholder through the end of that month.

~~Although~~PROSPECTIVE ~~the~~INVESTORS ~~Sponsor~~ARE ~~does~~STRONGLY ~~not~~URGED ~~anticipate~~TO ~~that~~CONSULT ~~such~~THEIR ~~filings~~OWN ~~will~~TAX ~~adversely~~ADVISERS ~~impact~~AND ~~the~~COUNSEL ~~Funds,~~WITH itRESPECT isTO ~~impossible~~THE toPOSSIBLE ~~provide~~TAX ~~definite~~CONSEQUENCES ~~assurances~~TO THEM ~~that~~OF noAN ~~such~~INVESTMENT ~~negative~~IN ~~impact~~THE ~~will~~SHARES ~~occur.~~OF ~~Further,~~A itFUND; isSUCH ~~not~~TAX ~~possible~~CONSEQUENCES toMAY ~~predict~~DIFFER ~~whether~~IN aRESPECT ~~patent~~OF ~~will~~DIFFERENT ~~issue at all, nor, if a patent is issued, what subject matter it will cover~~INVESTORS. The Sponsor believes that it has properly licensed or obtained the appropriate consent of all necessary parties with respect to intellectual property rights. However, other third parties may allege ownership as to such rights and may bring an action in asserting their claims. To the extent any action is brought by a third party asserting such rights, the expenses in litigating, negotiating, cross-licensing or otherwise settling such claims may adversely affect the Funds.

~~Investors~~Regulatory changes ~~may be adversely affected by an overstatement~~ or ~~understatement~~actions, ofincluding the ~~NAV~~implementation ~~calculation~~ of anew ~~Fund~~legislation, ~~due~~may toalter the ~~valuation~~operations ~~method~~and ~~employed~~profitability onof the ~~date of NAV calculation~~Funds.

~~Calculating~~Considerable ~~the~~regulatory ~~NAV~~attention ofhas ~~each~~been ~~Fund~~focused ~~includes, in part, any unrealized profits or losses~~ on ~~open~~non-traditional ~~swap~~investment ~~agreements,~~pools ~~futures~~which orare ~~forward~~publicly ~~contracts.~~distributed ~~Under~~in ~~normal circumstances,~~ the ~~NAV~~United ofStates. There ~~each~~is ~~Fund~~a ~~reflects~~possibility ~~the value~~ of ~~its~~future ~~corresponding~~regulatory ~~benchmark~~changes ~~and~~altering, ifperhaps ~~applicable,~~to ~~the~~a ~~price~~material ofextent, ~~futures contracts held by~~ the ~~Fund,~~nature as of ~~the time the NAV is being calculated. However, if a futures contract traded on~~ an ~~exchange~~investment ~~could~~in ~~not~~the beFunds ~~purchased~~ or ~~sold on a day when a Fund is accepting creation and redemption orders (due to~~ the ~~operation~~ability of ~~daily limits or other rules of~~ the ~~exchange~~Funds ~~or otherwise), a Fund may be improperly exposed which could cause it~~ to ~~fail~~continue to ~~meet~~implement ~~its~~their ~~stated~~ investment ~~objective~~strategies. Alternatively, the Fund may attempt to calculate the fair value of such instruments. In such a situation, there is a risk that the calculation of the relevant benchmark, and therefore, the NAV of the applicable Fund on such day, may not accurately reflect the realizable market value of the futures contracts underlying such benchmark.

~~Changes~~The infutures ~~currency~~markets ~~exchange~~are ~~rates~~subject to comprehensive statutes, regulations, and ~~the~~margin ~~relative~~requirements. ~~value~~In ofaddition, the ~~Japanese~~SEC, ~~Yen~~CFTC and the ~~Euro~~exchanges are ~~will~~authorized ~~affect~~to take extraordinary actions in the ~~value~~event of ~~your~~a ~~investment~~market inemergency, including, for example, the ~~Currency~~retroactive ~~Funds~~implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of

~~The~~27 performance of each Commodity Fund is linked to the daily performance of the spot price of the exchange rates of the Japanese Yen versus the U.S. Dollar or of the Euro versus the U.S. Dollar, as applicable. The exchange rate is the number (or fraction) of U.S. dollars that can purchased for one Yen or Euro. The price relationship between the Yen and Euro with the U.S. Dollar may be highly volatile and can change quickly and unpredictably due to a number of factors, including the supply of and demand of each currency, political, economic, legal, financial, accounting and tax matters and other events that the Currency Funds cannot control, such as the possibility that exchange controls could be imposed or modified, the overall growth and performance of the local economies, the trade and current account balance between the relevant countries, wars, major disasters and other unforeseeable events.

WithTable respect to the Currency Funds, substantial purchases or sales of a foreign currency by the official sector of the relevant foreign country could adversely affect an investment in the Currency Funds.Contents

~~The~~ futures ~~official~~contracts ~~sector~~and ~~consists~~swap oftransactions ~~central~~in ~~banks,~~the ~~other~~United ~~governmental~~States ~~agencies~~is ~~and~~a ~~multi-lateral~~rapidly ~~institutions~~changing ~~that~~area ~~buy,~~of ~~sell~~law and ~~hold~~is ~~foreign~~subject ~~currencies~~to asmodification ~~part~~by ofgovernment ~~their~~and ~~reserve~~judicial ~~assets~~action. The ~~official~~effect ~~sector holds a significant amount~~ of ~~foreign~~any ~~currencies that can be mobilized in the open market. In the event that~~ future regulatory economic, political or social conditions or pressures require members of the official sector to buy or sell their currency simultaneously or in an uncoordinated manner, the demand for the foreign currency might not be sufficient to accommodate the sudden change inon the ~~supply~~Funds ofis ~~the~~impossible ~~foreign currency~~ to ~~the market. Consequently~~predict, ~~the~~but ~~price of the foreign currency~~ could ~~decline,~~be ~~which~~substantial ~~would~~and ~~adversely affect an investment in the corresponding Bull Fund, or increase, which would adversely affect an investment in the corresponding Bear Fund~~adverse.

~~Geographic~~In ~~concentration~~particular, ofthe ~~investments~~Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law on July 21, 2010. The Dodd-Frank Act makes sweeping changes to the way in which the ~~currencies~~U.S. offinancial ~~any~~system ~~one~~is ~~country~~supervised ~~may~~and ~~subject~~regulated. Title VII of the Dodd-Frank Act sets forth a ~~Currency~~new ~~Fund~~legislative framework for OTC derivatives, including Financial Instruments. Title VII of the Dodd-Frank Act makes broad changes to ~~greater~~the ~~volatility~~OTC ~~than~~derivatives ~~geographically~~market, ~~diversified~~grants ~~funds~~significant new authority to the SEC and the CFTC to regulate OTC derivatives and market participants, and will require clearing and exchange trading of many OTC derivatives transactions.

~~Because~~Provisions in the ~~Currency~~Dodd-Frank ~~Funds~~Act ~~concentrate~~include ~~their~~the ~~investments~~requirement inthat ~~Europe~~position orlimits ~~Japan~~on commodity futures contracts be established; new registration, recordkeeping, ~~the~~capital ~~performance~~and ofmargin ~~the~~requirements ~~Currency~~for ~~Funds~~“swap isdealers” ~~expected~~and to“major beswap ~~closely~~participants” ~~tied~~as todetermined ~~social,~~by ~~political~~the Dodd-Frank Act and ~~economic~~applicable ~~conditions~~regulations; ~~within~~and ~~Europe~~the orforced ~~Japan~~use of clearinghouse mechanisms for many OTC derivative transactions. Additionally, asthe ~~applicable~~new law requires the aggregation, tofor ~~each~~purposes ~~Fund~~of position limits, of all positions in futures held by a single entity and toits beaffiliates, ~~more~~whether ~~volatile~~such ~~than~~positions ~~the~~exist ~~performance~~on ofU.S. ~~more~~futures ~~geographically~~exchanges ~~diversified~~or ~~funds~~in OTC contracts.

31The CFTC, the SEC and other federal regulators have been tasked with developing the rules and regulations enacting the provisions of the Dodd-Frank Act. To date, the CFTC completed the rules it is required to promulgate under the Dodd-Frank Act, but it continues to issue interpretations and no-action letters relating to these rules. These final rules under the Dodd-Frank Act, include rules relating to recordkeeping and reporting of swap transactions, mandatory clearing of certain classes of credit default swaps and interest rate swaps, as well as the definition of key terms such as “swap” and “swap dealer.” To date, the SEC has issued proposed versions for some but not all of the rules it is required to promulgate under the Dodd-Frank Act and has finalized versions for some but not all of the rules it is required to promulgate under the Dodd-Frank Act. The effect of future regulatory change on a Fund, and the exact timing of such changes, is impossible to predict but it may be substantial and adverse. The Dodd-Frank Act, the rules that have been promulgated thereunder, and the rules that are expected to be promulgated may negatively impact the ability of a Fund to meet its investment objective, either through position limits or requirements imposed on it and/or on its’ counterparties. In particular, new position limits imposed on a Fund or any counterparties may impact the ability of the Fund to invest in a manner that most efficiently meets its investment objective. New requirements, including capital imposed on the counterparties of a Fund and the mandatory clearing and margining of swaps, may increase the cost of a Fund’s investments and the cost of doing business, which could adversely affect investors. Finally, President-elect Donald Trump and his transition team have indicated that the Dodd-Frank Act will be under further scrutiny and some of the provisions of the Dodd-Frank Act and CFTC rules promulgated thereunder may be revised, repealed or amended.

~~Most~~Regulatory ~~developed~~and ~~countries~~exchange inposition ~~Western~~limits ~~Europe~~may ~~are~~restrict ~~members of~~ the ~~European~~creation ~~Union (EU), and many are also members~~ of ~~the~~Creation ~~European~~Units ~~Monetary Union (EMU), which requires compliance with restrictions on inflation rates, deficits~~ and ~~debt levels. Unemployment in certain European nations is historically high. In addition,~~ the ~~tight~~operation ~~fiscal~~of ~~and monetary controls necessary to join~~ the ~~EMU can significantly affect every country in Europe~~Trust.

~~Economic~~Prior ~~growth~~to inthe ~~Japan~~Dodd-Frank isAct, ~~heavily~~speculative ~~dependent~~position onlimits ~~international~~had ~~trade,~~been ~~government~~established ~~support~~primarily ~~and~~by ~~consistent~~the ~~government policy~~U. ~~Slowdowns~~S. infutures ~~the~~exchanges, ~~economies~~which ofimpose “speculative ~~key~~position ~~trading~~limits” ~~partners~~or ~~such~~“accountability aslevels” on the ~~United~~maximum ~~States,~~net ~~China~~long ~~and~~or ~~countries~~short infutures ~~Southeast~~positions ~~Asia~~that ~~could~~any ~~have~~person aor ~~negative~~group ~~impact~~of onpersons ~~the~~under ~~Japanese~~common ~~economy~~trading control may hold (other than as a ~~whole~~hedge) or control in contracts traded on such exchanges.

~~The~~On ~~market~~December ~~price~~5, of2013, ~~gold~~the CFTC proposed a rulemaking that would establish specific limits on speculative positions in 28 physical commodity futures and ~~silver~~option iscontracts ~~highly~~as ~~unpredictable~~well as swaps that are economically equivalent to such contracts in the agriculture, energy and metals markets (the “Position Limit Rules”). On the same date, the CFTC finalized another rule addressing the circumstances under which ~~creates~~market aparticipants ~~potential~~would ~~for~~be ~~losses~~required to aggregate their positions with other persons under common ownership or control (the “Aggregation Requirements”). Specifically, the Position Limit Rules would, among other things: identify which

~~Because~~28 the performance of the Commodity Funds is linked to the price of gold or silver, as applicable, the value of shares of each Commodity Fund is subject to fluctuations similar to those affecting the price of gold and silver. The price of gold and silver has fluctuated widely over the past several years. If gold and silver markets continue to be characterized by the wide fluctuations that they have shown in the past several years, the value of Commodity Fund shares may change widely and in an unpredictable manner. This exposes your investment in the Commodity Funds to potential losses if you need to sell the Shares at a time when the price of gold or silver is lower than it was when an investment was made.

SeveralTable factors may affect a decline in the prices of gold and silver, such as, among others, a significant increase in gold or silver hedging activities by gold and silver producers, large sales of gold holdings by a government or central bank or a period of economic downturn when the demand for silver is lower. A decline in the price of gold and silver will cause a corresponding decline in the price of the Shares.Contents

~~Risks~~ contracts ~~Related~~are subject to speculative position limits; set thresholds that restrict the ~~Funds’~~number ~~Shares~~of speculative positions that a person may hold in a spot month, individual month, and all months combined; create an exemption for positions that constitute bona fide hedging transactions; impose responsibilities on designated contract markets (“DCMs”) and swap execution facilities (“SEFs”) to establish position limits or, in some cases, position accountability rules; and apply to both futures and swaps across four relevant venues: over-the-counter (“OTC”), DCMs, SEFs as well as non-U.S. located platforms. Until such time as the Position Limit Rules are adopted, the regulatory architecture in effect prior to the adoption of the Position Limit Rules will govern transactions in commodities and related derivatives (collectively, “Referenced Contracts”). Under that system, the CFTC enforces federal limits on speculation in agricultural products (e.g., corn, wheat and soy), while futures exchanges enforce position limits and accountability levels for agricultural and certain energy products (e.g., oil and natural gas). As a result, the Sponsor may be limited with respect to the size of its investments in any commodities subject to these limits.

~~The~~Finally, subject ~~lack~~to ofcertain ~~active~~narrow ~~trading~~exceptions, ~~markets~~the Position Limit Rules require the aggregation, for purposes of the ~~Shares~~position limits, of all positions in the 25 Referenced Contracts held by a ~~Fund~~single ~~may~~entity ~~result~~and inits ~~losses~~affiliates, regardless of whether such position existed on ~~investors~~U.S. futures exchanges, non-U.S. futures exchanges, in cleared swaps or in over-the-counter swaps. Under the CFTC’s ~~investments~~existing atposition limits requirements and the ~~time~~Position ofLimit ~~disposition~~Rules, a market participant is generally required to aggregate all positions for which that participant controls the trading decisions with all positions for which that participant has a 10 percent or greater ownership interest in an account or position, as well as the positions of ~~his~~two or more persons acting pursuant to an express or implied agreement or understanding. At this time, ~~her~~it is unclear how the Proposed Aggregation Requirements may affect the Sponsor, orbut ~~its~~it ~~Shares~~may be substantial and adverse.

~~Although~~Furthermore, ~~the~~until ~~Shares~~such oftime ~~each~~the ~~Fund~~Position ~~are~~Limit ~~listed~~Rules ~~and~~are ~~traded~~adopted, on the ~~NYSE~~regulatory ~~Arca,~~architecture ~~there~~in ~~can~~effect beprior noto ~~guarantee that an active trading market for~~ the ~~Shares~~enactment of ~~any~~the Position ~~Fund~~Limit Rules will ~~develop~~govern ortransactions bein ~~maintained.~~commodities Ifand ~~investors~~related ~~need~~derivatives. toAs ~~sell their Shares at~~ a ~~time when no active market for them exists~~result, the ~~price~~Funds ~~investors~~may ~~receive~~be ~~for~~limited ~~their~~with ~~Shares,~~respect ~~assuming that investors are able~~ to ~~sell them, likely will be lower than~~ the ~~price~~size ~~that~~of ~~investors~~their ~~would~~investments ~~receive~~in ifany ancommodities ~~active~~subject ~~market~~to ~~did~~these ~~exist~~limits.

~~The~~In ~~Shares~~order to comply with the speculative position limits established by the CFTC and the relevant exchanges, the Sponsor may in the future be required to reduce the size of ~~each~~outstanding ~~Fund~~positions, ~~are~~not enter into new ~~securities~~positions ~~products~~that ~~and~~would ~~their~~otherwise ~~value~~be ~~could~~taken ~~decrease~~for the Funds or not trade certain markets on behalf of the Funds. Modification of trades made by the Trust, if ~~unanticipated~~required, ~~operational~~could adversely affect the Trust’s operations and profitability and significantly limit the Trust’s ability to reinvest income in additional contracts, create additional Creation Units, or ~~trading~~add ~~problems~~to ~~arise~~existing positions in the desired amount.

~~The~~In ~~mechanisms~~addition, ~~and~~the ~~procedures~~Sponsor ~~governing~~may ~~the~~be ~~creation,~~required ~~redemption~~to ~~and~~liquidate ~~offering~~certain ofopen ~~the~~positions ~~Shares~~in ~~have~~order ~~been~~to ~~developed~~ensure ~~specifically~~compliance ~~for~~with ~~these~~the ~~securities~~speculative ~~products.~~position limits ~~Consequently~~at unfavorable prices, ~~there~~which may beresult ~~unanticipated~~in ~~problems~~substantial orlosses ~~issues~~for ~~with respect to~~ the ~~mechanics~~relevant ofFunds. ~~the~~There ~~operations~~also ofcan ~~the~~be ~~Funds~~no ~~and~~assurance that the ~~trading~~Sponsor ofwill ~~the~~liquidate ~~Shares~~positions ~~that~~held ~~could~~on ~~have~~behalf aof ~~material~~all ~~adverse~~the ~~effect~~Sponsor’s onaccounts, anincluding ~~investment~~any proprietary accounts, in ~~the~~a ~~Shares~~proportionate manner. In ~~addition,~~the ~~although~~event the ~~Funds~~Sponsor ~~are~~chooses ~~not~~to ~~actively~~liquidate ~~“managed”~~a bydisproportionate ~~traditional~~number ~~methods,~~of topositions ~~the~~held ~~extent~~on ~~that~~behalf ~~unanticipated~~of ~~operational~~any orof ~~trading~~the ~~problems~~Funds orat ~~issues~~unfavorable ~~arise~~prices, ~~the~~such ~~Sponsor’s~~Funds ~~past~~may ~~experience~~incur ~~and~~substantial ~~qualifications~~losses ~~may~~and ~~not~~the bevalue ~~suitable~~of ~~for~~the ~~solving~~Shares may ~~these~~be ~~problems~~adversely ~~or issues~~affected.

~~The~~29 ~~liquidity of the Shares may also be affected by the withdrawal from participation of Authorized Participants, which could adversely affect the market price of the Shares.~~

InTable the event that one or more Authorized Participants which have substantial interests in the Shares withdraw from participation, the liquidity of the Shares will likely decrease, which could adversely affect the market price of the Shares and result in investors incurring a loss on their investment.Contents

~~Shareholders~~CAUTIONARY ~~that~~NOTE ~~are~~REGARDING ~~not~~FORWARD-LOOKING ~~Authorized~~STATEMENTS Participants may only purchase or sell their Shares in secondary trading markets, and the conditions associated with trading in secondary markets may adversely affect investors’ investment in the Shares.

32This Prospectus contains forward-looking statements that are subject to risks and uncertainties. Investors can identify these forward-looking statements by the use of expressions such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “project,” “should,” “estimate” or any negative or other variations on such expression. These forward-looking statements are based on information currently available to the Sponsor and are subject to a number of risks, uncertainties and other factors, both known, such as those listed in “Risk Factors” in this Summary, described in “Risk Factors” and elsewhere in this Prospectus, and unknown, that could cause the actual results, performance, prospects or opportunities of the Fund to differ materially from those expressed in, or implied by, these forward-looking statements.

~~Only~~Except ~~Authorized~~as ~~Participants~~expressly ~~may~~required ~~create~~by orfederal ~~redeem~~securities ~~Creation~~laws, ~~Units.~~the ~~All~~Trust assumes ~~other~~no ~~investors~~obligation ~~that~~to ~~desire~~update topublicly ~~purchase~~any orforward-looking ~~sell~~statements, ~~Shares~~whether ~~must~~as doa soresult ~~through~~of ~~the~~new ~~NYSE~~information, ~~Arca~~future events or inotherwise. ~~other~~Investors ~~markets,~~should ifnot ~~any,~~place inundue ~~which~~reliance ~~the~~on ~~Shares~~any ~~may~~forward-looking ~~be traded~~statements.

~~NYSE~~30 ~~Arca may halt trading in the Shares of a Fund which would adversely impact investors’ ability to sell Shares.~~

TradingTable in Shares of a Fund may be halted due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in the view of the NYSE Arca, make trading in Shares of a Fund inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require trading to be halted for a specified period based on a specified market decline. There can be no assurance that the requirements necessary to maintain the listing of the Shares of a Fund will continue to be met or will remain unchanged. A Fund will be terminated if the Shares are delisted.Contents

~~Shareholders~~DESCRIPTION doOF ~~not~~THE ~~have~~BENCHMARK ~~the protections associated with ownership of shares in an investment company registered under the 1940 Act.~~

~~None~~The ofCrude Oil Bull Fund and the ~~Funds~~Crude Oil Bear Fund are ~~either~~designed ~~registered~~to correspond (before fees and expenses) to three times (3x) or three times the inverse (-3x), respectively, of the daily performance of the Bloomberg WTI Crude Oil SubindexSM, a subindex of the Bloomberg Commodity IndexSM. The Bloomberg WTI Crude Oil SubindexSM is intended to reflect the performance of crude oil as anmeasured ~~investment~~by ~~company~~the ~~under~~price of futures contracts of West Texas Intermediate sweet, light crude oil traded on the ~~1940~~NYMEX, ~~Act~~including orthe ~~required~~impact of rolling, without regard to ~~register~~income ~~under~~earned ~~such~~on ~~Act~~cash positions. ~~Consequently,~~The ~~shareholders~~performance doof ~~not~~the ~~have~~crude oil futures market is normally very different than the performance ~~regulatory~~of ~~protections~~the ~~provided~~physical crude oil market (e.g., the price of crude oil at port). See “Risk Factors—The Funds are linked to ~~investors~~an inindex ~~investment~~of ~~companies~~commodity futures contracts, and ~~regulated~~are ~~investment~~not ~~companies~~directly linked to the “spot” prices of oil. Commodity futures contracts may perform very differently from the spot price of oil.”

~~Shareholders~~The doSubindex ~~not~~is ~~have~~based on the ~~rights~~Crude ~~enjoyed~~Oil component byof ~~investors~~the Bloomberg Commodity IndexSM and tracks what is known as a rolling futures position. Unlike equities, which entitle the holder to a continuing stake in ~~certain~~a ~~other~~corporation, ~~vehicles~~commodity futures ~~and~~contracts ~~may~~specify bea ~~adversely~~delivery ~~affected~~date byfor the underlying physical commodity or its cash equivalent. The Bloomberg WTI Crude Oil SubindexSM is a ~~lack~~“rolling index,” which means that the Index does not take physical possession of ~~statutory~~any ~~rights~~commodities. An investor with a rolling futures position is able to avoid delivering (or taking delivery of) underlying physical commodities while maintaining exposure to those commodities. The roll occurs over a period of five Bloomberg WTI Crude Oil SubindexSM business days in certain months according to a pre-determined schedule, generally beginning on the fifth business day of the month and byending ~~limited~~on ~~voting~~the ninth business day. Each day, approximately 20% of each rolling futures position that is included in the month’s roll is rolled, increasing from 0% to 20%, 40%, 60%, 80% and ~~distribution~~finally ~~rights~~100%. The Bloomberg WTI Crude Oil SubindexSM will reflect the performance of its underlying crude oil futures contracts, including the impact of rolling, without regard to income earned on cash positions. For more information about the risks associated with rolling futures positions, see “Risk Factors—Potential negative impact from rolling futures positions.”

~~The~~Information About ~~Shares have limited voting and distribution rights (for example, shareholders do not have~~ the ~~right~~Index toLicensor ~~elect directors and the Funds are not required to pay regular distributions, although the Funds may pay distributions at the discretion of the Sponsor).~~

~~The~~“BLOOMBERG®”, ~~value~~AND of“BLOOMBERG ~~the~~WTI CRUDE ~~Shares~~OIL ~~will~~SUBINDEXSM” beARE ~~adversely~~SERVICE ~~affected~~MARKS ifOF ~~the~~BLOOMBERG ~~Funds~~FINANCE ~~are~~L.P. ~~required~~AND toITS ~~indemnify~~AFFILIATES ~~the~~(COLLECTIVELY, ~~Trustee~~“BLOOMBERG”) orAND ~~the~~HAVE ~~Sponsor~~BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY DIREXION SHARES ETF TRUST II (“LICENSEE”).

~~Under~~Direxion ~~the~~Daily ~~Trust~~Crude ~~Agreement,~~Oil ~~the~~Bull ~~Trustee~~3X Shares and the ~~Sponsor~~Direxion ~~have~~Daily Crude Oil Bull 3X Shares (collectively, the ~~right~~“Products”) are not sponsored, endorsed, sold or promoted by Bloomberg, UBS AG, UBS Securities LLC (“UBS Securities”) or any of their subsidiaries or affiliates. None of Bloomberg, UBS AG, UBS Securities or any of their subsidiaries or affiliates makes any representation or warranty, express or implied, to bethe ~~indemnified~~owners of or counterparties to the ~~fullest~~Products ~~extent~~or ~~permitted~~any bymember ~~law~~of ~~for~~the public regarding the advisability of investing in securities or commodities generally or in the Products particularly. The only relationship of Bloomberg, UBS AG, UBS Securities or any ~~liability~~of their subsidiaries or ~~expense~~affiliates ~~incurred~~to bythe Licensee is the ~~Trustee~~licensing of certain trademarks, trade names and ~~Sponsor~~service marks and of the Bloomberg WTI Crude Oil SubindexSM which is determined, composed and calculated by Bloomberg in conjunction with UBS Securities without regard to the Licensee or the Products. ~~That~~ ~~means~~Bloomberg and UBS Securities have no obligation to take the ~~Sponsor~~needs ~~may~~of ~~require~~the Licensee or the ~~assets~~owners of athe ~~Fund~~Products tointo beconsideration ~~sold~~in determining, composing or calculating the Bloomberg WTI Crude Oil SubindexSM. None of Bloomberg, UBS AG, UBS Securities or any of their respective subsidiaries or affiliates is responsible for or has participated in ~~order~~the todetermination ~~cover~~of ~~losses~~the timing of, prices at, or ~~liability~~quantities ~~suffered~~of bythe itProducts to be issued or in the determination or calculation of the equation by which the ~~Trustee~~Products are to be converted into cash. ~~Any~~None ~~sale~~of Bloomberg, UBS AG, UBS Securities or any of ~~that~~their ~~kind~~subsidiaries ~~would~~or ~~reduce~~affiliates shall have any obligation or liability, including, without limitation, to Products’ customers, in connection with the ~~NAV~~administration, marketing or trading of ~~one~~the Products. Notwithstanding the foregoing, UBS AG, UBS Securities and their respective subsidiaries and affiliates may independently issue and/or ~~more~~sponsor ~~Funds.~~financial products unrelated to the Products

~~Although~~31 ~~the Shares of each Fund are limited liability investments, certain circumstances such as bankruptcy of a Fund or indemnification of a Fund by the shareholder will increase a shareholder’s liability.~~

TheTable Shares of each Fund are limited liability investments; investors may not lose more than the amount that they invest plus any profits recognized on their investment. However, shareholders could be required, as a matter of bankruptcy law, to return to the estate of a Fund any distribution they received at a time when such Fund was in fact insolvent or in violation of its Trust Agreement.Contents

A currently ~~court~~being ~~could~~issued ~~potentially~~by ~~conclude~~Licensee, ~~that~~but which may be similar to and competitive with the ~~assets~~Products. In addition, UBS AG, UBS Securities and ~~liabilities~~their ofsubsidiaries ~~one~~and ~~Fund~~affiliates actively trade commodities, commodity indexes and commodity futures (including the Bloomberg WTI Crude Oil SubindexSM), as well as swaps, options and derivatives which are ~~not~~linked ~~segregated~~to ~~from~~the ~~those~~performance of ~~another~~such commodities, ~~Fund~~commodity indexes and ~~thereby~~commodity ~~potentially~~futures. ~~exposing~~It ~~assets~~is inpossible ~~one~~that ~~Fund~~this totrading activity will affect the ~~liabilities~~value of ~~another~~the ~~Fund~~Bloomberg WTI Crude Oil SubindexSM and Products.

~~Each~~The ~~Fund~~Prospectus isrelates aonly ~~separate~~to ~~series~~the Products and does not relate to the exchange-traded physical commodities underlying any of athe ~~Delaware~~Bloomberg WTI ~~statutory~~Crude ~~trust~~Oil ~~and~~SubindexSM components. Purchasers of the Products should not ~~itself~~conclude that the inclusion of a ~~separate~~futures ~~legal~~contract ~~entity~~in the Bloomberg WTI Crude Oil SubindexSM is any form of investment recommendation of the futures contract or the underlying exchange-traded physical commodity by Bloomberg, UBS AG, UBS Securities or any of their subsidiaries or affiliates. The information in the Prospectus regarding the Bloomberg WTI Crude Oil SubindexSM components has been derived solely from publicly available documents. None of Bloomberg, UBS AG, UBS Securities or any of their subsidiaries or affiliates has made any due diligence inquiries with respect to the Bloomberg WTI Crude Oil SubindexSM components in connection with the Products. None of Bloomberg, UBS AG, UBS Securities or any of their subsidiaries or affiliates makes any representation that these publicly available documents or any other publicly available information regarding the Bloomberg WTI Crude Oil SubindexSM components, including without limitation a description of factors that affect the prices of such components, are accurate or complete.

~~Section~~NONE 3OF ~~804(a)~~BLOOMBERG, ofUBS ~~the~~AG, ~~DSTA~~UBS ~~provides~~SECURITIES ~~that~~OR ifANY ~~certain~~OF ~~provisions~~THEIR ~~are~~SUBSIDIARIES inOR ~~the~~AFFILIATES ~~formation~~GUARANTEES ~~and~~THE ~~governing~~ACCURACY ~~documents~~AND/OR ofTHE aCOMPLETENESS ~~statutory~~OF ~~trust~~THE BLOOMBERG ~~organized~~WTI inCRUDE ~~series~~OIL ~~and~~SUBINDEXSM ifOR ~~separate~~ANY ~~and~~DATA ~~distinct~~RELATED ~~records~~THERETO ~~are~~AND ~~maintained~~NONE ~~for~~OF ~~any~~BLOOMBERG, ~~series~~UBS ~~and~~AG, ~~the~~UBS ~~assets~~SECURITIES ~~associated~~OR ~~with~~ANY ~~that~~OF ~~series~~THEIR ~~are~~SUBSIDIARIES ~~held~~OR inAFFILIATES ~~separate~~SHALL ~~and~~HAVE ~~distinct~~ANY ~~records~~LIABILITY ~~(directly~~FOR orANY ~~indirectly~~ERRORS, OMISSIONS ~~including~~OR ~~through~~INTERRUPTIONS aTHEREIN. ~~nominee~~NONE orOF ~~otherwise)~~BLOOMBERG, ~~and~~UBS ~~accounted~~AG, ~~for~~UBS inSECURITIES ~~such~~OR ~~separate~~ANY ~~and~~OF ~~distinct~~THEIR ~~records~~SUBSIDIARIES ~~separately~~OR ~~from~~AFFILIATES ~~the~~MAKES ~~other~~ANY ~~assets~~WARRANTY, ofEXPRESS ~~the~~OR ~~statutory trust~~IMPLIED, orAS ~~any~~TO ~~series~~RESULTS ~~thereof,~~TO ~~then~~BE ~~the~~OBTAINED ~~debts,~~BY ~~liabilities~~THE LICENSEE, ~~obligations~~OWNERS ~~and~~OF ~~expenses~~THE ~~incurred,~~PRODUCTS ~~contracted~~OR ~~for~~ANY orOTHER ~~otherwise~~PERSON OR ~~existing~~ENTITY ~~with~~FROM ~~respect~~THE toUSE aOF ~~particular~~THE ~~series~~BLOOMBERG ~~are~~WTI ~~enforceable~~CRUDE ~~against~~OIL ~~the~~SUBINDEXSM ~~assets~~OR ofANY ~~such~~DATA ~~series~~RELATED ~~only~~THERETO. NONE OF BLOOMBERG, ~~and~~UBS ~~not~~AG, ~~against~~UBS ~~the~~SECURITIES ~~assets~~OR ofANY ~~the~~OF ~~statutory~~THEIR ~~trust~~SUBSIDIARIES ~~generally~~OR orAFFILIATES ~~any~~MAKES ~~other~~ANY EXPRESS ~~series~~OR ~~thereof~~IMPLIED ~~and~~WARRANTIES ~~none~~AND ofEXPRESSLY ~~the~~DISCLAIMS ~~debts,~~ALL ~~liabilities,~~WARRANTIES ~~obligations~~OF ~~and~~MERCHANTABILITY ~~expenses~~OR ~~incurred,~~FITNESS ~~contracted~~FOR ~~for~~A orPARTICULAR ~~otherwise~~PURPOSE ~~existing~~OR ~~with~~USE ~~respect~~WITH toRESPECT ~~the~~TO ~~statutory~~THE ~~trust~~BLOOMBERG ~~generally~~WTI orCRUDE ~~any~~OIL ~~other~~SUBINDEXSM ~~series~~OR ~~thereof~~ANY DATA ~~shall~~RELATED beTHERETO. ~~enforceable~~WITHOUT ~~against~~LIMITING ~~the~~ANY ~~assets~~OF ofTHE ~~such~~FOREGOING, ~~series.~~TO ~~The~~THE ~~Sponsor~~MAXIMUM isEXTENT ~~not~~ALLOWED ~~aware~~BY ofLAW, ~~any~~BLOOMBERG, ~~court~~ITS ~~case~~LICENSORS ~~that~~(INCLUDING ~~has~~UBS), ~~interpreted~~AND ~~Section~~ITS ~~3804(a)~~AND orTHEIR ~~provided~~RESPECTIVE ~~any~~EMPLOYEES, ~~guidance~~CONTRACTORS, asAGENTS, toSUPPLIERS, ~~what~~AND isVENDORS ~~required~~SHALL ~~for~~HAVE ~~compliance.~~NO ~~The~~LIABILITY OR ~~Sponsor~~RESPONSIBILITY ~~maintains~~WHATSOEVER ~~separate~~FOR ~~and~~ANY ~~distinct~~INJURY ~~records~~OR ~~for~~DAMAGES ~~each~~WHETHER ~~Fund~~DIRECT, ~~and~~INDIRECT, ~~accounts~~CONSEQUENTIAL, ~~for~~INCIDENTAL, ~~them~~PUNITIVE ~~separately~~OR ~~but~~OTHERWISE itARISING isIN ~~possible~~CONNECTION aWITH ~~court~~THE ~~could~~PRODUCTS ~~conclude~~OR ~~that~~THE ~~the~~BLOOMBERG ~~methods~~WTI ~~used~~CRUDE ~~did~~OIL ~~not~~SUBINDEXSM ~~satisfy~~OR ~~Section~~ANY 3DATA ~~804(a)~~OR ofVALUES ~~the~~RELATING ~~DSTA~~THERETO ~~and~~WHETHER ~~thus~~ARISING ~~potentially~~FROM ~~expose~~THEIR ~~assets~~NEGLIGENCE inOR ~~one~~OTHERWISE, ~~Fund~~EVEN toIF ~~the~~NOTIFIED ~~liabilities~~OF ofTHE ~~another~~POSSIBILITY ~~Fund~~THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS AMONG BLOOMBERG, UBS SECURITIES AND THE LICENSEE, OTHER THAN UBS AG.

3332

ShareholdersTable of each Fund are subject to taxation on their share of the Fund’s taxable income, whether or not they receive cash distributions.Contents

~~Shareholders~~INVESTMENT ofOBJECTIVES ~~each~~AND ~~Fund~~PRINCIPAL ~~are~~INVESTMENT ~~subject~~STRATEGIES to United States federal income taxation and, in some cases, state, local, or foreign income taxation on their share of the Fund’s taxable income, whether or not they receive cash distributions from the Fund. Shareholders of a Fund may not receive cash distributions equal to their share of the Fund’s taxable income or even the tax liability that results from such income.

~~Investors~~Investment ~~could~~Objectives be adversely affected if items of income, gain, deduction, loss and credit with respect to Shares of a Fund are reallocated in the event that the IRS does not accept the assumptions or conventions used by the Fund in allocating Fund tax items.

~~U.S.~~Each ~~federal~~Fund ~~income~~seeks, on ~~tax~~a ~~rules~~daily ~~applicable~~basis, to ~~partnerships~~provide ~~are~~investment ~~complex~~results ~~and~~that ~~often~~correspond ~~difficult~~(before tofees ~~apply to publicly traded partnerships. Each Fund applies certain assumptions~~ and ~~conventions~~expenses) ~~in an attempt~~ to ~~comply~~three ~~with~~times ~~applicable~~(3x) ~~rules~~the ~~and~~performance toof ~~report~~or ~~income,~~three ~~gain,~~times ~~deduction,~~the ~~loss~~inverse ~~and~~(-3x) of ~~credit~~the toperformance ~~shareholders~~ of a ~~Fund~~benchmark. inThe aFunds ~~manner~~do ~~that~~not ~~reflects~~seek ~~shareholders’~~to ~~beneficial~~achieve ~~shares~~their ofstated objective ~~partnership~~over ~~items,~~a ~~but~~period ~~these~~greater ~~assumptions~~than ~~and~~a ~~conventions~~single ~~may~~day. ~~not~~Because bethe inFunds ~~compliance~~seek ~~with~~investment ~~all~~results ~~aspects~~for ofa ~~applicable~~single ~~tax~~day ~~requirements.~~only It(as ismeasured ~~possible~~from ~~that~~ the ~~IRS~~time ~~will successfully assert that the conventions and assumptions used by~~ a Fund docalculates ~~not~~its ~~satisfy~~NAV to the ~~technical~~time ~~requirements~~ of the ~~Code~~Fund’s ~~and/or~~next ~~Treasury~~NAV ~~regulations~~calculation) and ~~could~~on ~~require~~a ~~that~~leveraged ~~items~~or inverse ofleveraged ~~income~~basis, ~~gain,~~each ~~deduction,~~Fund ~~loss~~is ordifferent ~~credit~~from bemost ~~adjusted~~exchange-traded ~~or reallocated in a manner that adversely affects investors~~funds.

~~Investors~~Investment ~~could~~Objective beof ~~adversely affected if~~ the ~~current~~Crude ~~treatment~~Oil ofBull ~~long-term~~Fund: ~~capital gains under current U.S. federal income tax law is changed or repealed in the future.~~

~~Under~~The ~~current~~Crude ~~law,~~Oil ~~long-term~~Bull ~~capital~~Fund ~~gains~~seeks ~~are~~results ~~taxed~~for a single day that match (before fees and expenses) three times (3x) the daily performance of a benchmark. The Fund does not seek to ~~non-corporate~~achieve ~~investors~~its atstated objective over a ~~maximum~~period ~~United~~greater ~~States~~than ~~federal~~a ~~income~~single ~~tax~~day. ~~rate~~A “single day” is measured from the time the Fund calculates its NAV to the time of ~~15%~~the Fund’s next NAV calculation. ~~This~~If ~~tax~~the Fund ~~treatment~~is ~~may~~successful bein ~~adversely~~meeting ~~affected~~its objective, ~~changed~~its orvalue ~~repealed~~on bya ~~future~~given ~~changes~~day in(before ~~tax~~fees ~~laws~~and atexpenses) ~~any~~should ~~time~~gain approximately three times as much on a percentage basis as the level of its corresponding benchmark when the benchmark rises. Conversely, its value on a given day (before fees and isexpenses) ~~currently~~should ~~scheduled~~lose toapproximately ~~expire~~three ~~for~~times ~~tax~~as ~~years~~much ~~beginning~~on ~~after~~a ~~December~~percentage 31basis as the level of its corresponding benchmark when the benchmark declines. The Fund acquires long exposure through any one of or combinations of Financial Instruments, ~~2010~~including Financial Instruments with respect to the Fund’s benchmark, such that the Fund has exposure intended to approximate three times (3x) its corresponding benchmark at the time of its NAV calculation.

~~PROSPECTIVE~~Investment ~~INVESTORS~~Objective ~~ARE~~of ~~STRONGLY~~the ~~URGED~~Crude TOOil ~~CONSULT~~Bear ~~THEIR~~Fund: ~~OWN TAX ADVISERS AND COUNSEL WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE SHARES OF A FUND; SUCH TAX CONSEQUENCES MAY DIFFER IN RESPECT OF DIFFERENT INVESTORS.~~

~~Risks~~The ~~Related~~Crude Oil Bear Fund seeks results for a single day that match (before fees and expenses) three times the inverse (-3x) of the daily performance of its benchmark. The Fund does not seek to ~~Regulatory~~achieve ~~Requirements~~its stated objectives over a period greater than a single day. A “single day” is measured from the time the Fund calculates its NAV to the time of the Fund’s next NAV calculation. If the Fund is successful in meeting its objective, its value on a given day (before fees and ~~Potential~~expenses) ~~Legislative~~should ~~Changes~~gain approximately three times as much on a percentage basis as the level of its corresponding benchmark when the benchmark declines. Conversely, its value on a given day (before fees and expenses) should lose approximately three times as much on a percentage basis as the level of its corresponding benchmark when the benchmark rises. The Fund acquires inverse exposure through any one of or combinations of Financial Instruments, including Financial Instruments with respect to its benchmark, such that each the Fund has exposure intended to approximate three times the inverse (-3x) of its corresponding benchmark at the time of its NAV calculation.

There can be no assurance that a Fund will achieve its investment objective or avoid substantial losses. The Funds ~~are~~do ~~subject~~not seek to ~~regulatory~~achieve ~~risk~~their ~~associated~~stated ~~with~~investment ~~futures~~objective ~~contracts~~over ~~that~~a ~~could~~period ~~adversely~~of ~~affect~~time greater than a single day because mathematical compounding prevents the Funds from achieving such results. Results for the Funds over periods of time greater than a single day should not be expected to be a simple multiple (3x) or inverse multiple (-3x) of the period return of the corresponding benchmark and will likely differ significantly from such. A Fund will lose money if its benchmark’s ~~operations~~performance is flat over time, and ~~profitability~~it is possible for a Fund to lose money over time regardless of the performance of an underlying benchmark, as a result of daily rebalancing, the benchmark’s volatility and ~~cause~~compounding. Daily ~~conflicts~~compounding of ~~interest~~a Fund’s investment returns can dramatically and adversely affect its longer-term performance during periods of high volatility. Volatility may be at least as important to a Fund’s return for a period as the return of the Fund’s underlying benchmark.

~~The~~Principal ~~CFTC~~Investment ~~and~~Strategies the U.S. commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or short speculative futures positions that any person may hold or control in derivatives traded on U.S. commodities exchanges. All accounts owned or managed by the commodity trading advisers, their principals and their affiliates will be combined for position limit purposes. Because futures position limits allow a commodity trading advisor and its principals to control only a limited number of contracts in any one commodity, the Sponsor and its principals are potentially subject to a conflict among the interests of all accounts the Sponsor and its principals control which are competing for shares of that limited number of contracts. Although the Sponsor may be able to achieve the same performance results with OTC substitutes for futures contracts, the OTC market may be subject to differing prices, lesser liquidity and greater counterparty credit risks than the regulated U.S. commodities exchanges. The Sponsor may in the future reduce the size of positions that would otherwise be taken for a Fund or not trade in certain markets on behalf of the Funds in order to avoid exceeding such limits. Modification of trades that would otherwise be made by a Fund, if required, could adversely affect the Fund’s operations and profitability. A violation of speculative position limits by the Sponsor could lead to regulatory action materially adverse to a Fund’s prospects for profitability.

34In seeking to achieve each Fund’s daily leveraged investment objective, the Sponsor uses statistical and quantitative analysis to determine the investments each Fund makes and the techniques it employs. Using this

~~The~~33 CFTC has invited public comment regarding and, it is possible that in the future, the CFTC may propose new rules with respect to, such position limits for traders engaged in trading that is neither for speculative nor bonafide hedging purposes in accordance with existing CFTC requirements. Depending on the outcome of any future CFTC rulemaking, the rules concerning position limits may be amended in a manner that is either detrimental or favorable to the Funds. For example, if the amended rules are detrimental to a Fund, the Fund’s ability to issue new Creation Units or to reinvest income in additional commodity futures contracts may be limited to the extent these activities would cause the Fund to exceed the applicable position limits. Limiting the size of the Fund may affect the correlation between the price of the Shares, as traded on the NYSE Arca, and the NAV of the Fund. That is, the inability to create additional Creation Units could result in Shares in the Fund trading at a premium or discount to NAV of the Fund.

InTable addition, it is possible that the CFTC may propose new rules that would consider futures contracts underlying OTC transactions in calculating position limits. Such a change could alter, perhaps to a material extent, the nature of an investment in the Funds or the ability of the Funds to continue to implement their investment strategies.Contents

~~Failure~~ approach, the Sponsor determines the type, quantity and mix of ~~FCMs~~investment positions that the Sponsor believes in combination should produce daily returns consistent with a Fund’s investment objective. The Sponsor relies upon a pre-determined model to ~~segregate~~generate ~~assets~~orders ~~may~~that ~~increase~~result ~~losses~~in repositioning each Fund’s investments in accordance with its daily leveraged investment objective. As a consequence, if a Fund is performing as designed, the ~~Funds~~return of the target benchmark will dictate the return for that Fund. Each Fund pursues its investment objective regardless of the market conditions and does not take defensive positions.

~~The~~Each ~~CEA~~Fund, ~~requires~~under anormal ~~clearing~~market ~~broker~~conditions, will seek to ~~segregate~~achieve ~~all~~its ~~funds~~daily ~~received~~leveraged ~~from~~investment ~~customers~~objective ~~from~~by ~~such~~investing ~~broker’s~~in ~~proprietary~~futures ~~assets~~contracts related to its target benchmark index. ~~There~~As issuch, athe ~~risk~~Funds ~~that~~will ~~assets~~invest ~~deposited~~in bycrude ~~the~~oil ~~Sponsor~~futures contracts traded on ~~behalf~~an ofexchange ~~each~~“Futures ~~Fund~~Contracts”). In asthe ~~margin~~event position accountability limits are reached with respect to Futures Contracts, the ~~FCM~~Sponsor may, in ~~certain~~its ~~circumstances~~commercially reasonable judgement, because ~~used~~each Fund to ~~satisfy~~obtain ~~losses~~exposure ofto ~~other~~its ~~clients~~benchmark ofthrough ~~the~~investment ~~FCM~~in ~~which~~swap ~~cannot~~transactions beand ~~satisfied~~forward bycontracts referencing such ~~other~~benchmark ~~clients~~ or byother benchmarks the ~~FCM.~~Sponsor believes Ifshould ~~the~~be ~~FCM~~closely ~~fails~~correlated to ~~segregate~~ the ~~funds~~performance ~~received~~of ~~from~~each ~~the~~Fund’s ~~Sponsor,~~benchmark ~~the~~(“Commodity ~~assets~~Financial ofInstruments”). ~~the~~The Funds ~~might~~may ~~not~~also beinvest ~~fully~~in ~~protected~~Commodity inFinancial Instruments if the ~~event~~market offor ~~the~~a ~~FCM’s~~specific ~~bankruptcy~~futures contract experiences emergencies (e.g., ~~Furthermore~~natural disaster, interrorist ~~the~~attack ~~event~~or an act of ~~the~~God) ~~FCM’s~~or ~~bankruptcy~~disruptions (e.g., ~~any~~a ~~Fund~~trading ~~Shares~~halt ~~could~~or bea ~~limited~~flash tocrash) ~~recovering~~that ~~only~~prevent or make it impractical for a ~~pro~~Fund ~~rata~~from ~~share~~obtaining the appropriate amount of ~~all~~investment ~~available~~exposure using ~~funds~~Futures ~~segregated~~Contracts. onThe ~~behalf~~term of“under ~~the~~normal ~~FCM’s~~market ~~combined~~conditions” ~~customer~~includes, ~~accounts~~but is not limited to, ~~even~~the ~~though~~absence ~~certain~~of ~~property~~extreme ~~specifically~~volatility ~~traceable~~or totrading ahalts ~~particular~~in ~~Fund~~the ~~was~~futures ~~held~~markets byor the ~~FCM.~~financial ~~The~~markets ~~FCM~~generally; ~~may~~operational issues causing dissemination of inaccurate market information; or force majeure type events such as systems failure, ~~from~~natural ~~time~~or man-~~to-time~~made disaster, ~~have~~act ~~been~~of ~~the~~God, ~~subject~~armed conflict, act of ~~certain~~terrorism, ~~regulatory~~riot ~~and~~or ~~private~~labor ~~causes~~disruption ofor ~~action~~any similar intervening circumstance.

InWhen a Fund holds futures contracts nearing expiration, the ~~event~~Fund ofwill agenerally ~~bankruptcy~~replace orsuch ~~insolvency~~positions ofwith ~~any~~futures ~~exchange~~contracts orthat have a later ~~clearing~~expiration ~~house~~as required by the Bloomberg WTI Crude Oil SubindexSM. Thus, for example, a ~~Fund~~contract ~~could~~purchased ~~experience~~and aheld ~~loss~~in August of ~~the~~a ~~funds~~certain ~~deposited~~year ~~through~~may ~~its~~specify ~~FCM~~a asSeptember ~~margin~~expiration ~~with~~in ~~the~~that ~~exchange~~same year. orFor ~~clearing~~a ~~house~~Leveraged Bull Fund, aas ~~loss~~that ofcontract ~~any~~nears ~~profits~~expiration, onit ~~its~~may ~~open~~be ~~positions~~replaced onby selling the ~~exchange,~~September contract and purchasing the ~~loss~~contract expiring in December of ~~unrealized~~that ~~profits~~year. onThis ~~its~~process ~~closed~~is ~~positions~~referred onto as “rolling” and may incur additional brokerage and other fees for the ~~exchange~~Funds. Additionally, “rolling” futures contracts may subject the Funds to additional risks.

~~Regulatory~~In ~~changes~~seeking orits ~~actions~~investment ~~may~~objective, ~~alter~~each Fund will invest in Futures Contracts, as applicable, including (but not limited to) the ~~operations~~Fund’s related benchmark, as well as Commodity Financial Instruments in certain circumstances. This means that, for example, circumstances may arise where a Fund would hold a mix of investments including Crude Oil Benchmark Futures Contracts, other Crude Oil Futures Contracts and ~~profitability~~crude oil-related Financial Instruments. Assets of ~~the~~each ~~Funds~~Fund not invested in Futures Contracts, or other Commodity Financial Instruments, will be held in cash or invested in cash equivalents and/or U.S. Treasury Securities or other high credit quality short- term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities) that serve as collateral for Futures Contracts and Commodity Financial Instruments, as applicable.

~~Considerable~~At ~~regulatory~~the ~~attention~~close ~~has~~of the ~~been~~U.S. ~~focused~~equity onmarkets ~~non-traditional~~each ~~investment~~trading ~~pools~~day, ~~which~~each ~~are~~Fund ~~publicly~~will ~~distributed~~position inits portfolio to ensure that the ~~United~~Fund’s ~~States.~~exposure ~~There~~to its target benchmark is aconsistent ~~possibility~~with the Fund’s stated investment objective. The impact of ~~future~~market ~~regulatory~~movements ~~changes~~during ~~altering,~~the day ~~perhaps~~will determine whether a portfolio needs to be repositioned. If the target benchmark has risen on a ~~material~~given ~~extent~~day, the ~~nature~~Bull ofFund’s annet ~~investment~~assets inshould ~~the~~rise, ~~Funds~~meaning ortheir exposure may need to be increased. Conversely, if the ~~ability~~target ofbenchmark has fallen on a given day, the ~~Funds~~Bull toFund’s ~~continue~~net toassets ~~implement~~should fall, meaning their ~~investment~~exposure ~~strategies~~may need to be reduced.

~~The~~Futures Contracts futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of swaps and futures transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Funds is impossible to predict, but could be substantial and adverse.

~~Legislative~~A ~~changes~~futures ~~have~~contract ~~been~~is ~~proposed~~a ~~that~~standardized ~~could~~contract ~~make~~traded iton, ~~more~~and ~~difficult,~~subject ifto ~~not~~the ~~impossible~~rules of, an exchange that calls for the future ~~Funds~~delivery toof ~~operate~~a specified quantity and type of a commodity at a specified time and place. Futures

~~Restrictive~~34 proposals aimed at financial speculators in commodities have from time to time been made in the U.S. House of Representatives and the Senate. The aims of such proposals are generally stated to be to curb excessive speculation and increase transparency and accountability in the commodities markets, including the oil and gas markets. For example, previous proposals would prohibit private and public pension funds with more than $500 million in assets from investing in agricultural and energy commodities traded on a U.S. futures exchange, foreign exchange or OTC, would direct the CFTC to establish total limits on the share of the commodity market held by financial investors and/or would direct the CFTC to impose speculative-position limits on any stakes not related to real hedging activities. The various bills and proposals could result in establishment of speculative position limits for trading that does not involve physical delivery of a commodity, regulation of speculation via unregulated foreign exchanges, and enhanced recordkeeping and information collection requirements. If proposals such as these were to be enacted into law as previously proposed, it could negatively impact the ability of investors to invest in the Funds and, consequently, for the Sponsor to manage the Funds.

35Table of Contents

~~INVESTMENT~~ contracts ~~OBJECTIVES~~are ~~AND~~traded ~~PRINCIPAL~~on ~~INVESTMENT~~a ~~STRATEGIES~~wide variety of commodities, including bonds, interest rates, agricultural products, stock indices, currencies, energy, metals and other assets or indices. The size and length of futures contracts on a particular commodity are identical and are not subject to any negotiation, other than with respect to price and the number of contracts traded between the buyer and seller.

~~Investment~~The ~~Objectives~~contractual obligations of a buyer or seller of a physically settled futures contract may generally be satisfied by taking or making physical delivery of the underlying commodity or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery. The difference between the price at which the futures contract is purchased or sold and the price paid for the offsetting sale or purchase, after allowance for brokerage commissions, constitutes the profit or loss to the trader. Some futures contracts, such as stock index contracts and certain commodity futures contracts, settle in cash (reflecting the difference between the contract purchase/sale price and the contract settlement price) rather than by delivery of the underlying commodity.

~~Investment~~Futures ~~objectives~~Contracts involve, to varying degrees, elements of market risk and exposure to loss in excess of the ~~Bull~~amounts of variation margin, which are the amounts of cash that the Funds: agree to pay to or receive from FCMs equal to the daily fluctuation in the value of a Futures Contract. Additional risks associated with the use of Futures Contracts are imperfect correlation between movements in the price of the Futures Contracts and the level of the underlying benchmark and the possibility of an illiquid market for a Futures Contract. With Futures Contracts, there is minimal but some counterparty risk to the Funds since Futures Contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded Futures Contracts, effectively guarantees Futures Contracts against default. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in Futures Contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified times during the trading day. Futures Contracts prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting a Fund to substantial losses. If trading is not possible or if a Fund determines not to close a futures position in anticipation of adverse price movements, the Fund may be required to make daily cash payments of variation margin.

~~Each~~Swap ~~Bull~~Agreements Fund seeks daily investment results (before fees and expenses) that correlate positively to three times (300%) the daily return, whether positive or negative, of its corresponding target benchmark. Expenses may include, among other things, costs related to the purchase, sale and storage of commodities or currencies and the cost of leverage, all of which may be embedded in financial instruments used by that Fund. If a Bull Fund is successful in meeting its objective, its value for a given day (before fees and expenses) should gain approximately three times as much on a percentage basis as its corresponding benchmark when the benchmark rises for a given day. Conversely, its value for a given day (before fees and expenses) should lose approximately three times as much on a percentage basis as the corresponding benchmark when the benchmark declines for a given day. A Bull Fund acquires long exposure in any one of or combinations of Financial Instruments, including Financial Instruments with respect to the applicable Bull Fund’s benchmark such that each Bull Fund has approximately 300% exposure to the corresponding benchmark at the time of the daily rebalance.

~~Investment~~Swap ~~objectives~~agreements are bilateral derivative contracts that are entered into primarily by institutional investors for a specified period ranging from a day to more than a year. Typically, swap agreements do not involve the delivery of securities or other underlying assets. In a standard swap, the ~~Bear~~parties ~~Funds:~~agree to exchange the returns on an “underlier,” which could be an asset, an investment, loans or a basket of equity investments, an instrument or an index in exchange for a fixed or floating rate of return based on an interest rate (commonly referred to as the interest rate leg of the swap) in respect of a predetermined (notional) amount.

~~Each~~The ~~Bear~~Dodd-Frank ~~Fund~~Act ~~seeks~~imposes ~~daily~~extensive ~~investment~~regulatory ~~results~~requirements ~~(before~~on ~~fees~~certain ~~and~~swap ~~expenses)~~agreements that ~~correlate negatively to three times (300%) the inverse (opposite) of the daily performance, whether positive or negative, of its corresponding target benchmark. Expenses~~ may ~~include,~~ultimately ~~among~~impact ~~other things, expenses related to~~ the ability ~~purchase, sale and storage~~ of ~~commodities or currencies and the cost of leverage, all of which may be embedded in financial instruments used by that Fund. If~~ a ~~Bear~~ Fund isto ~~successful~~meet ~~in meeting~~ its ~~objective,~~investment ~~its value for a given day (before fees and expenses) should gain approximately three times as much on a percentage basis as its corresponding benchmark when the benchmark falls on a given day~~objective. Conversely, its value on a given day (before fees and expenses) should lose approximately three times as much on a percentage basis as the corresponding benchmark when the benchmark rises on a given day. A Bear Fund acquires short exposure in any one of or combinations of Financial Instruments, including Financial Instruments with respect to the applicable Bear Fund’s benchmark such that each Bear Fund has approximately 300% inverse exposure to the corresponding benchmark at the time of the daily rebalance.

~~Investment~~It ~~objective~~is expected that swap agreements will be contracted for directly with counterparties. Unlike most of the ~~Dynamic~~exchange-traded ~~VEQTOR~~futures contracts or exchange-traded options on the futures contracts, each party to such contract bears the credit risk of the other party, i.e., the risk that the other party may not be able to perform its obligations under its contract. To reduce the credit risk that arises in connection with such contracts, a Fund: will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc. that provides for the netting of its overall exposure to its counterparty.

~~The~~Additionally, ~~Dynamic~~the ~~VEQTOR~~Sponsor, ~~Fund~~being ~~seeks~~affiliated ~~daily~~with ~~investment~~a ~~results~~complex ~~(before~~of ~~fees~~exchange-traded ~~and~~funds ~~expenses)~~registered ~~that~~under ~~generally correspond to~~ the ~~performance~~1940 ofAct ~~the~~that ~~S&P~~extensively ~~500®~~utilize swap ~~Dynamic~~agreements, ~~VEQTOR~~has ~~Index~~long-standing ~~(the~~relationships ~~“Dynamic~~with ~~VEQTOR~~large ~~Index”).~~financial ~~The~~institutions ~~Dynamic~~for ~~VEQTOR~~the ~~Fund~~purpose ~~invests in a variety~~ of ~~commodity-linked~~entering ~~assets~~into inswap ~~order~~agreements. toThe ~~track~~Sponsor ~~the~~relies ~~investment~~on ~~returns~~this history of ~~the~~dealing ~~Dynamic~~when ~~VEQTOR Index.~~

~~There~~35 can be no assurance that any Fund will achieve its investment objective or avoid substantial losses. The Leveraged Funds do not seek to achieve their stated investment objective over a period of time greater than one day because mathematical compounding prevents the Funds from achieving such results. Results over periods of time greater than one day should not be expected to be a simple multiple (+300 or -300%) of the period return of the corresponding benchmark and will likely differ significantly from such.

TheTable correspondingof benchmark for each Fund:Contents

~~Direxion~~ choosing ~~Daily~~counterparties ~~Gold~~for ~~Bull~~Financial 3XInstruments ~~Shares~~held ~~and~~by ~~Direxion~~the ~~Daily~~Funds. ~~Gold~~In ~~Bear~~addition, 3Xthe ~~Shares:~~Sponsor assesses or reviews, as appropriate, the ~~daily~~creditworthiness ~~performance~~of each potential or existing counterparty pursuant to established guidelines. Furthermore, the Sponsor on behalf of ~~COMEX~~the ~~gold~~corresponding ~~futures~~Fund only enters into over-the-counter contracts with counterparties who are, or are affiliates of, (a) banks regulated by a United States federal bank regulator, (b) broker-dealers regulated by the SEC, (c) insurance companies domiciled in the United States, and (d) producers, users or traders of an underlying commodity or currency, whether or not regulated by the CFTC. Any entity acting as a counterparty must be regulated in either the United States or the United Kingdom unless otherwise approved by the Sponsor. Existing counterparties are also reviewed periodically by the Sponsor. A Fund will also require that the counterparty be highly rated and/or provide collateral or other credit support.

36Swaps are usually entered into on a net basis, that is, the two payment streams are netted out in a cash settlement on the payment date or dates specified in the agreement with the parties receiving or paying, as the case may be, only the net amount of the two payments. In a typical swap agreement entered into by a Bull Fund, absent fees, transaction costs and interest, the Bull Fund would be entitled to settlement payments in the event the target benchmark increases and would be required to make payments to the swap counterparty in the event the target benchmark decreases. In a typical swap agreement entered into by an Bear Fund, absent fees, transaction costs and interest, the Bear Fund would be required to make payments to the swap counterparty in the event the target benchmark increases and would be entitled to settlement payments in the event the target benchmark decreases.

~~Direxion~~Money ~~Daily~~Market ~~Silver~~Instruments ~~Bull 3X Shares and Direxion Daily Silver Bear 3X Shares: the daily performance of COMEX silver futures.~~

~~Direxion~~Money ~~Daily~~market ~~Japanese~~instruments ~~Yen~~are ~~Bull~~short-term 3Xdebt ~~Shares and Direxion~~instruments ~~Daily~~that ~~Japanese~~have ~~Yen~~a ~~Bear~~remaining 3Xmaturity ~~Shares:~~of ~~the~~397 ~~4:00~~days ~~p.m.~~or ~~(Eastern~~less ~~Time)~~and ~~daily~~exhibit ~~performance~~high ofquality ~~the~~credit profiles. ~~spot~~Money ~~price~~market ofinstruments ~~the~~may ~~Japanese~~include ~~Yen versus the~~ U.S. ~~Dollar~~government ~~using the Japanese Yen exchange rate~~securities, ~~expressed~~securities inissued ~~terms~~by governments of ~~U.S.~~other ~~Dollars~~developed ~~per~~countries ~~unit~~and ofrepurchase ~~foreign currency~~agreements.

~~Direxion Daily Euro Bull 3X Shares and Direxion Daily Euro Bear 3X Shares: the 4:00 p.m. (Eastern Time) daily performance of the spot price of the Euro versus the~~ U.S. ~~Dollar~~Derivatives ~~using~~Exchanges ~~the Euro exchange rate, expressed in terms of U.S. Dollars per unit of foreign currency.~~

~~Direxion~~Derivatives ~~Daily~~exchanges, ~~U.S.~~including ~~Dollar~~swap ~~Bull~~execution 3Xfacilities ~~Shares~~that ~~and Direxion~~are ~~Daily~~required ~~U.S.~~under ~~Dollar Bear 3X Shares:~~ the ~~daily~~Dodd-Frank ~~performance~~Act, ofprovide ~~the~~centralized ~~U.S.~~market ~~Dollar~~facilities for ~~Index.~~trading ~~The~~derivatives ~~U.S.~~in ~~Dollar~~which ~~Index~~multiple ~~indicates~~persons ~~the~~have ~~general international value of~~ the ~~U.S.~~ability ~~dollar. The~~to ~~U.S.~~execute ~~Dollar~~or ~~Index~~trade ~~does~~contracts ~~this~~ by ~~geometrically~~accepting ~~weighting~~bids ~~the~~and ~~exchange~~offers ~~rates~~from ~~between~~multiple ~~the U~~participants.S. ~~dollar~~Members of, and ~~six~~trades ~~major~~executed ~~world~~on, ~~currencies. The~~a ~~U.S.~~particular ~~Dollar~~exchange ~~Index~~are ~~consists~~subject ofto the ~~following~~rules ~~six~~of ~~currencies:~~that exchange. ~~Euro,~~Among ~~Japanese~~the ~~Yen,~~principal ~~British~~exchanges ~~Pound,~~in ~~Canadian~~the ~~Dollar,~~United ~~Swedish~~States ~~Krona,~~are ~~and~~the ~~Swiss~~Chicago ~~Franc.~~Board ~~The~~Options ~~components and weightings are held constant~~Exchange, ~~and~~Incorporated ~~have~~(“CBOE”) ~~not~~(which ~~changed~~includes ~~since~~ the ~~introduction~~CFE), of the ~~Euro.~~Chicago ~~Because~~Mercantile ~~the~~Exchange ~~U.S.~~(“CME”) ~~Dollar~~(which ~~Index~~includes, isamong ~~geometrically weighted~~others, ~~holding~~ the ~~individual~~CBOT and ~~currencies~~the inNYMEX) ~~their~~and ~~specified~~the ~~weights~~Intercontinental ~~will~~Exchange ~~not necessarily mimic index moves~~(“ICE”)).

~~Direxion~~Each ~~S&P~~derivatives ~~500®~~exchange ~~Dynamic~~in ~~VEQTOR~~the ~~Shares:~~United States has an associated “clearing house” (i.e., a derivatives clearning organization (“DCO”)). Clearing houses provide services designed to transfer credit risk and ensure the ~~daily~~integrity ~~performance~~of trades. Once trades between members of ~~the~~an ~~S&P~~exchange ~~500®~~have been ~~Dynamic~~confirmed ~~VEQTOR~~and/or ~~Index~~cleared, athe ~~strategy~~clearing ~~index~~house ~~that~~becomes ~~makes~~substituted ~~daily~~for ~~allocations~~each ~~among~~buyer and each seller of contracts traded on the ~~S&P~~exchange ~~500~~and, in effect, becomes the ~~S&P~~other ~~500~~party ~~Short-Term~~to ~~VIX~~each ~~Futures~~trader’s ~~Index~~open ~~and~~position in the ~~overnight~~market. ~~LIBOR rate~~Thereafter, ~~which~~each party ~~represents~~to a ~~cash~~trade ~~component~~looks only to the clearing house for performance. The ~~daily~~clearing ~~adjustments~~house togenerally ~~the~~establishes ~~weightings~~some sort of ~~the~~security ~~three~~or ~~factors~~guarantee ~~are~~fund ~~determined~~to bywhich ~~realized~~all ~~and~~clearing ~~implied~~members ~~volatility~~of ~~trend~~the ~~decision~~exchange ~~variables~~must contribute. AThis ~~stop-loss~~fund ~~provision~~acts inas an emergency buffer which is intended to enable the ~~index’s~~clearing ~~methodology~~house ~~moves~~to meet its obligations with regard to the ~~index~~other side of an insolvent clearing member’s ~~entire~~contracts. ~~allocation~~Furthermore, clearing houses require margin deposits and continuously mark positions to ~~cash~~market ~~should~~to provide ~~the~~some ~~index~~assurance ~~drop~~that ~~more~~their ~~than~~members 2will ~~percent~~be ~~during~~able ~~the~~to ~~previous~~fulfill ~~five~~their ~~business~~contractual ~~days~~obligations. ~~The~~ ~~VEQTOR~~Thus, ~~Index~~members iseffecting ~~designed~~derivatives ~~with~~transactions on an organized exchange or clearing an OTC derivatives transaction through a clearing house do not bear the ~~intention~~risk of ~~providing~~the ~~investors~~insolvency ~~with~~of athe ~~way~~party toon ~~hedge~~the ~~against~~opposite ~~downside~~side of the trade; their credit risk inis limited to the ~~market~~respective ~~using~~solvencies ~~volatility,~~of antheir ~~indicator~~commodity ~~known~~broker ~~for~~and ~~its~~the ~~negative~~clearing ~~correlation~~house. The clearing house “guarantee” of performance on open positions does not run to ~~stock~~customers. ~~returns~~If a member firm goes bankrupt, customers could lose money.

~~Principal~~36 ~~Investment Strategies~~

InTable seeking to achieve each Fund’s daily investment objective, the Sponsor uses statistical and quantitative analysis to determine the investments each Fund makes and the techniques it employs. Using this approach, the Sponsor determines the type, quantity and mix of investment positions that the Sponsor believes in combination should produce daily returns consistent with a Fund’s objective. The Sponsor relies upon a pre-determined model to generate orders that result in repositioning each Fund’s investments in accordance with its daily investment objective. As a consequence, if a Fund is performing as designed, the return of the index or benchmark will dictate the return for that Fund.Contents

~~The~~If ~~Sponsor~~a ~~does~~Fund ~~not~~decides ~~invest~~to ~~the~~execute ~~assets~~derivatives oftransactions ~~the~~through ~~Funds~~such inderivatives ~~Financial~~exchanges—and especially ~~Instruments~~if orit ~~other~~decides ~~assets~~to ~~based~~become ona ~~its~~direct ~~view~~member of ~~the~~one ~~investment merit of a particular investment, nor does it conduct conventional commodity~~ or ~~currency~~more ~~research~~exchanges or ~~analysis,~~swap orexecution ~~forecast~~facilities—a ~~market~~Fund ~~movement~~would orbe ~~trends,~~subject into ~~managing~~ the ~~assets~~rules of the ~~Funds.~~exchange ~~Each~~or ~~Fund~~swap ~~pursues~~executive ~~its~~facility, ~~investment~~which ~~objective~~would ~~regardless~~bring ofadditional ~~the~~risks ~~market~~and ~~conditions~~liabilities, and potential ~~does~~additional ~~not~~regulatory ~~take defensive positions~~requirements.

~~Each~~Regulation Fund invests principally in any one of or combinations of the Financial Instruments described below with respect to the applicable Fund’s benchmark to the extent determined appropriate by the Sponsor. Assets of each Fund not invested in Financial Instruments are held in cash or invested in cash equivalents and/or U.S. Treasury Securities or other high credit quality short- term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. or the applicable foreign currency with respect to a Currency Fund) that serve as collateral for the Financial Instruments. The types of commodity interests in which each Fund invests may vary daily. The Funds do not currently intend to invest directly in any commodity or currency but may invest directly in U.S. Treasury securities.

~~The~~Derivatives ~~Sponsor~~exchanges ~~creates~~in ~~net~~the ~~“long”~~United ~~positions~~States are subject to regulation under the CEA, by the CFTC, the governmental agency having responsibility for regulation of derivatives exchanges and trading on those exchanges as well as the ~~Non~~NFA, an industry self-~~leveraged~~regulatory ~~and~~organization ~~Bull~~(“SRO”) ~~Funds~~as well as commodity exchanges (designated contract markets (“DCMs”) and ~~net~~swap execution facilities (“~~short~~SEFs”) ~~positions~~that ~~for~~also qualify as SROs. Following the ~~Bear~~adoption ~~Funds~~of the Dodd-Frank Act, the CFTC also has authority to regulate OTC derivatives markets, including certain OTC foreign exchange markets. The ~~Sponsor~~CFTC ~~may~~has ~~create~~exclusive ~~short~~authority to ~~positions~~designate inexchanges for the ~~Non-leveraged~~trading of specific futures contracts and ~~Bull~~options ~~Funds~~on futures contracts and ~~long~~to ~~positions~~prescribe inrules and regulations of the ~~Bear~~marketing ~~Funds~~of ~~even~~each. ~~though~~The CFTC also regulates the ~~net~~activities ~~exposure~~of in“commodity ~~the~~pool ~~Non-leveraged~~operators” and the ~~Bull~~CFTC ~~Funds~~has ~~will~~adopted beregulations ~~long~~with ~~and~~respect to certain of such persons’ activities. Pursuant to its authority, the ~~net~~CFTC ~~exposure~~requires ina commodity pool operator, such as the ~~Bear~~Sponsor, ~~Funds~~to ~~will~~keep beaccurate, ~~short~~current and orderly records with respect to each pool it operates. ~~Long~~ ~~positions~~The ~~move~~CFTC inmay suspend, modify or terminate the ~~same~~registration ~~direction~~of asany ~~their~~registrant ~~index~~for failure to comply with CFTC rules or ~~benchmark~~regulations. Suspension, ~~advancing~~restriction ~~when~~or termination of the ~~index~~Sponsor’s orregistration ~~benchmark~~as ~~advances~~a ~~and~~commodity ~~declining~~pool operator ~~when~~would ~~the~~prevent ~~index~~it, oruntil ~~benchmark~~such ~~declines. Short~~time ~~positions~~(if ~~move~~any) as such registration were to be reinstated, from managing, and might result in the ~~opposite~~termination ~~direction~~ of, the ~~index~~Funds. If the Sponsor were unable to provide services and/or ~~benchmark~~advice to the Funds, ~~advancing~~the ~~when~~Funds would be unable to pursue their investment objectives unless and until the ~~index~~Sponsor’s orability ~~benchmark~~to ~~declines~~provide services and ~~declining~~advice ~~when~~to the ~~index~~Funds was reinstated or ~~benchmark~~a ~~advances~~replacement for the Sponsor as commodity pool operator could be found. Such an event could result in termination of the Funds.

37The CEA requires all FCMs to meet and maintain specified fitness and financial requirements, segregate customer funds from proprietary funds and account separately for all customers’ funds and positions, and to maintain specified books and records open to inspection by the staff of the CFTC. See “Risk Factors—Failure of the FCMs to segregate assets may increase losses in the Funds.”

~~Each~~The ~~Leveraged~~CEA ~~Fund~~also ~~has~~gives ~~a clearly articulated goal which requires~~ the ~~Leveraged~~states ~~Fund~~certain powers to ~~seek~~enforce ~~economic exposure in excess of~~ its ~~net~~provisions and ~~assets. To meet its objectives, each Leveraged Fund invests in some combination of Financial Instruments so that it generates economic exposure consistent with~~ the ~~Leveraged~~regulations Fund’s investment objective. Leveraging allows the Sponsor to generate a greater positive or negative return for the Leveraged Funds than what would be generated on the invested capital without leverage, thus changing small market movements into larger changes in the value of the ~~investments of a Leveraged Fund~~CFTC.

AtUnder ~~the~~certain ~~close~~circumstances, of the ~~markets~~CEA ~~each~~grants ~~trading~~shareholders ~~day, each Fund will position its portfolio to ensure that~~ the ~~Fund’s~~right ~~exposure~~ to ~~its~~institute ~~benchmark~~a isreparations ~~consistent~~proceeding before ~~with~~ the ~~Fund’s~~CFTC ~~stated~~against ~~goals. The impact of market movements during~~ the ~~day~~Sponsor ~~determines~~(as ~~whether~~ a ~~portfolio~~registered ~~needs~~commodity topool beoperator), ~~repositioned. If~~an ~~the target benchmark has risen on a given day~~FCM, aas ~~Non-leveraged~~well ~~and~~as ~~Bull~~those ~~Fund’s~~of ~~net~~their ~~assets~~respective ~~should~~employees ~~rise,~~who ~~meaning~~are ~~their~~required ~~exposure may need~~ to be ~~increased. Conversely,~~registered ifunder the ~~target benchmark has fallen on a given day, a Non-leveraged and Bull Fund’s net assets should fall, meaning their exposure may need to be reduced~~CEA. If ~~the~~Shareholders ~~target benchmark has risen on a given day, a Bear Fund’s net assets should fall, meaning its exposure~~ may ~~need~~also to be ~~reduced. If~~able ~~the target benchmark has fallen on a given day, a Bear Fund’s net assets should rise, meaning its exposure may need~~ to bemaintain ~~increased. The Sponsor increases~~ a ~~Fund’s~~private ~~exposure~~right ~~when~~of action ~~its~~for ~~assets~~certain ~~rise~~violations ~~and~~of ~~reduces~~the ~~a Fund’s exposure when its assets fall~~CEA.

~~Swap~~Pursuant ~~Agreements~~to authority in the CEA, the NFA has been formed and registered with the CFTC as a registered futures association. At the present time, the NFA is the only self-regulatory organization for commodities professionals other than exchanges. As such, the NFA promulgates rules governing the conduct of commodity professionals and disciplines those professionals that do not comply with such standards. The CFTC has delegated to the NFA responsibility for the registration of commodity pool operators, FCMs, swap dealers, commodity trading advisors, introducing brokers and their respective associated persons and floor brokers. The Sponsor is a member of the NFA (the Funds themselves are not required to become members of the NFA). As an NFA member, the Sponsor is subject to NFA standards relating to fair trade practices, financial condition, and consumer protection. The CFTC is prohibited by statute from regulating trading on foreign commodity exchanges and markets.

~~Swap~~The ~~agreements~~CEA ~~are~~and ~~bilateral~~CFTC ~~derivative~~regulations ~~contracts~~prohibit ~~that~~market ~~are~~abuse ~~entered~~and ~~into~~generally ~~primarily~~require bythat ~~institutional~~all ~~investors~~futures ~~for a specified period ranging from a day to more than a year. In a standard swap, the parties agree to~~ exchange the returns on an “underlier,” which could be an asset, an investment, loans or a basket of equity investments, an instrument or an index in exchange for a fixed or floating rate of return based on an interest rate (commonly referred to as the interest rate leg of the swap) in respect of a predetermined (notional) amount. Swap agreements may be entered into over-~~the-counter or, if they are standardized, on an exchange. In the case of futures contracts~~ based ontrading ~~indices, the reference interest rate is zero. The gross returns to~~ be ~~exchanged~~conducted ~~are~~in ~~calculated~~ compliance with ~~respect~~rules todesigned ~~a notional amount and the benchmark returns~~ to ~~which~~ensure the ~~swap~~integrity may be linked. Swaps are usually entered into on a net basis, that is, the two payment streams are netted out in a cash settlement on the payment date or dates specified in the agreement with the parties receiving or paying, as the case may be, only the net amount of ~~the~~market ~~two~~prices ~~payments. In a typical swap agreement entered into by a Bull Fund, absent fees, transaction costs~~ and ~~interest,~~without ~~the~~any ~~Bull~~intent ~~Fund would be entitled~~ to ~~settlement~~manipulate ~~payments in the event the benchmark increases and would be required to make payments to the swap counterparty in the event the benchmark decreases~~prices. InCFTC aregulations ~~typical swap agreement entered into by an Bear Fund, absent fees, transaction costs~~ and ~~interest,~~futures ~~the~~exchange ~~Bear~~rules ~~Fund~~also ~~would~~impose belimits ~~required~~on ~~to make payments to~~ the ~~swap~~size ~~counterparty~~of in the ~~event the benchmark increases and would be entitled to settlement payments in the event the benchmark decreases.~~

~~Swap~~37 agreements involve, to varying degrees, elements of market risk and exposure to loss in excess of the amount which would be reflected on the Statement of Assets and Liabilities. The notional amounts of the agreement reflect the extent of each Bull Fund’s total investment exposure under the swap agreement. A Bear Fund’s exposure is not limited by the notional amount and its exposure is in theory potentially infinite as there is no fixed limit on the increase in any index value. Primary risks associated with the use of swap agreements arise from the imperfect correlation between movements in the notional amount, the price of the underlying investments, the inability of counterparties to perform or a default or failure of a member of an exchange or the exchange itself. Some of these risks are offset by the posting and return of collateral or margin, as discussed below. Each Fund bears the risk of loss of the net amount, if any, expected to be received under a swap agreement in the event of the default or bankruptcy of a swap counterparty. Each Fund enters into swap agreements only with large, established and well capitalized financial institutions that meet certain credit quality standards and monitoring policies. Each Fund uses various techniques to minimize credit risk including early termination or reset and payment, using different counterparties and limiting the net amount due from any individual counterparty.

38Table of Contents

~~Each~~ positions ~~Fund generally collateralizes swap agreements with cash, certain securities~~ that ~~are~~a ~~deemed~~person ~~eligible collateral, or both. Such collateral~~ may behold ~~held for the benefit of the counterparty in a segregated tri-party account at the custodian to protect the counterparty against non-payment by the Fund~~ or ~~the~~control ~~collateral~~as ~~may~~well beas ~~held~~standards ~~by a member of an exchange~~ for ~~exchange-traded~~aggregating ~~derivatives,~~certain ~~swaps, or futures contracts~~positions. InThe ~~the~~rules ~~event~~ of ~~a default by~~ the ~~counterparty,~~CFTC and the ~~Fund~~futures isexchanges ~~owed~~also ~~money~~authorize inspecial ~~the~~emergency ~~swap~~actions ~~transaction~~to halt, ~~the~~suspend ~~Fund~~or ~~will~~limit ~~seek~~trading ~~withdrawal~~overall ofor ~~this collateral from the segregated account and may incur certain costs exercising its right with respect~~ to ~~the~~restrict, ~~collateral.~~halt, ~~Each~~suspend ~~Fund~~or ~~remains~~limit ~~subject to credit risk with respect to~~ the ~~amount~~trading ~~it expects to receive from counterparties. Those amounts are generally collateralized by the counterparty, but in the event~~ of an ~~overnight~~individual ~~bankruptcy~~trader ofor ~~a counterparty, a fund may fail~~ to ~~receive the amounts owed to it. If a counterparty becomes bankrupt or~~ otherwise ~~fails~~impose tospecial ~~perform~~reporting its obligations due to financial difficulties, unless a safe harbor to a stay imposed in connection with a liquidation proceeding applies, the Fund may experience significant delays in obtaining any recovery in a bankruptcy or ~~other~~margin ~~reorganization proceeding and may obtain only limited recovery or may obtain no recovery in such circumstances~~requirements.

~~Forward~~Daily ~~Contracts~~Limits

AMost U.S. ~~forward~~futures ~~contract~~exchanges islimit athe ~~contractual~~amount ~~obligation to purchase or sell a specified quantity~~ of afluctuation ~~commodity, currency or other asset at or before a specified date~~ in ~~the~~some ~~future at a specified price and, therefore, is economically similar to a~~ futures contract. ~~A forward contact may arrange for an upfront payment~~ or aoptions payment upon an exchange that is forward in time. Forward contracts are, in general, not cleared or guaranteed by a third party if they are traded over-the-counter. A forward contract that is standardized in terms of price, quantity and other features, and is margined and traded on ~~an exchange is a~~ futures contract. ~~Forward~~prices ~~contracts~~during ~~for~~ a ~~given~~single ~~commodity~~day orby ~~currency~~regulations. ~~are~~These ~~generally~~regulations ~~available~~specify ~~for~~what ~~various amounts and maturities and~~ are ~~subject~~referred to individual negotiation between the parties involved if they trade the forward over-the-counter. Moreover, there is generally no direct means of offsetting or closing out an OTC forward contract by taking an offsetting position as ~~one~~“daily ~~would~~price afluctuation ~~futures~~limits” contract on a U.S. exchange. If a trader desires to close out an OTC forward contract position, he generally will establish an opposite position in the contract but will settle and recognize the profit or more ~~loss~~commonly on“daily ~~both positions simultaneously on the delivery date~~limits.” ~~Thus,~~Once ~~unlike in~~ the ~~futures~~daily ~~contract~~limit ~~market where a trader who~~ has ~~offset~~been ~~positions~~reached ~~will recognize profit or loss immediately,~~ in ~~the forward market~~ a ~~trader~~particular ~~with~~futures acontract, ~~position~~no ~~that~~trades ~~has~~may ~~been~~be ~~offset~~made at a ~~profit~~price ~~will~~beyond ~~generally not receive such profit until the delivery date, and likewise a trader with a position~~ that ~~has~~limit. ~~been~~Once ~~offset at a loss will generally not have to pay money until~~ the ~~delivery~~daily ~~date.~~price Influctuation ~~recent~~limit ~~years,~~is ~~however~~reached, the ~~terms~~limit ofis ~~forward~~reset ~~contracts~~after ~~have become more standardized, and in some instances such contracts now provide~~ a ~~right~~five minute oftrading ~~offset or cash settlement as an alternative to making or taking delivery of the underlying commodity or currency~~halt.

~~The~~Margin ~~OTC forward markets are largely unregulated and will remain so until the effective date of financial services reform that is passed by the U.S. Congress and signed into law the by the President.~~

~~The~~“Initial” ~~forward~~or ~~markets~~“original” ~~provide~~margin ~~what~~is ~~has~~the ~~typically~~minimum ~~been~~amount aof ~~highly~~funds ~~liquid~~that ~~market~~a ~~for~~futures ~~foreign~~trader ~~exchange~~must ~~trading,~~deposit ~~and~~with his commodity broker in ~~certain~~order ~~cases~~to initiate futures contract trading. Maintenance margin is the ~~prices~~amount ~~quoted~~(generally ~~for~~less ~~forward~~than ~~contracts~~initial ~~based~~margin) onto ~~foreign~~which ~~exchange~~a ~~underliers~~trader’s account may bedecline ~~more~~before ~~favorable~~he ~~than~~must deliver additional margin so as to maintain open positions. A margin deposit is like a cash performance bond. It helps assure the ~~prices~~futures ~~for~~trader’s ~~foreign~~performance ~~exchange~~of the futures contracts ~~traded~~he onpurchases ~~U.S.~~or ~~exchanges~~sells. ~~Commercial~~The ~~banks~~minimum ~~participating~~amount inof ~~trading~~margin ~~foreign~~required ~~exchange~~in ~~forward~~connection ~~contracts~~with ~~often~~a doparticular ~~not~~futures ~~require~~contract ~~margin~~is ~~deposits,~~set ~~but~~by ~~rely~~the exchange ~~upon~~on ~~internal~~which ~~credit~~such ~~limitations~~contract is traded and ~~their~~is ~~judgments~~subject ~~regarding~~to change at any time during the ~~creditworthiness~~term of ~~their~~the ~~counterparties~~contract. InFutures ~~recent~~contracts ~~years,~~are ~~however,~~customarily ~~many~~bought ~~OTC~~and ~~market~~sold ~~participants~~on inmargins ~~foreign~~that ~~exchange~~represent ~~trading~~a ~~have~~very ~~begun~~small topercentage ~~require~~(ranging ~~that~~upward ~~their~~from ~~counterparties~~less ~~enter~~than ~~into~~2%) ~~standardized~~of the ~~master~~aggregate ~~agreements~~purchase ~~that~~or ~~call~~sales ~~for~~price ~~collateral~~of the contract. Because of such low margins, orprice ~~margin~~fluctuations tooccurring bein ~~posted~~the futures markets may create profits and losses that are greater, in ~~order~~relation to ~~secure~~the ~~positions~~amount invested, than are customary in other forms of investments.

~~Options~~Brokerage onfirms ~~Forward~~carrying ~~Contracts~~accounts for traders in futures contracts may not accept lower, and may require higher, amounts of margin as a matter of policy in order to afford further protection for themselves.

AnMargin ~~option~~requirements onare computed each day by a ~~forward~~commodity ~~contract~~broker. ~~gives~~At the ~~buyer~~close of ~~the~~each ~~option~~trading ~~the right~~day, ~~but~~each ~~not~~open ~~the~~futures ~~obligation,~~contract is marked to ~~take~~market, athat ~~position~~is, atthe again ~~specified~~or ~~price~~loss (on the ~~strike~~position ~~price)~~is incalculated from the ~~underlying~~prior ~~forward~~day’s ~~contract~~close. ~~Options~~When onthe ~~forward~~market ~~contracts~~value ~~are~~of ~~individually~~a ~~negotiated~~particular ~~between~~open ~~counterparties~~futures contract ~~and~~position ~~are~~changes ~~generally~~to ~~traded~~a inpoint where the ~~OTC~~margin ~~market.~~on ~~Thus~~deposit does not satisfy maintenance margin requirements, ~~options~~a onmargin ~~forward~~call ~~contracts~~is ~~possess~~made ~~many~~by ofthe commodity broker. If the ~~same~~margin ~~characteristics~~call ofis ~~forward~~not ~~contracts~~met ~~relating~~within toa ~~offsetting~~reasonable ~~positions~~time, ~~and~~the ~~credit~~broker ~~risk~~may ~~that~~close ~~are~~out ~~described~~the trader’s ~~above~~position.

The ~~buyer~~Dodd-Frank ofAct arequires ~~call option purchases~~ the ~~right,~~CFTC ~~but~~and ~~not~~SEC ~~the obligation,~~ to ~~purchase~~establish ~~the~~“both ~~underlying~~initial ~~interest~~and atvariation amargin ~~specified~~requirements ~~price.~~on all ~~The~~swaps ~~buyer~~that ofare ~~a put option purchases the right, but~~ not ~~the~~cleared ~~obligation,~~by toa ~~sell~~registered ~~the~~clearing ~~underlying~~organization” ~~interest at a specified price~~(i.e., ~~The~~uncleared ~~seller of an option is obligated to take a position in the underlying interest opposite the buyer of the option if the option is exercised~~swaps). In ~~Therefore~~addition, the ~~seller~~Dodd-Frank ofAct aprovides ~~call~~parties ~~option~~who ~~must~~post ~~sell~~initial ~~the~~margin ~~underlying interest~~ to ~~the~~swap ~~buyer~~dealer ofor ~~the~~major ~~call~~swap ~~option~~participant ifwith ~~the~~a ~~buyer~~statutory ~~chooses~~ right to ~~exercise~~insist ~~the~~that ~~option.~~such ~~Conversely,~~margin ~~the~~be ~~seller~~held ofin a ~~put~~segregated ~~option~~account ~~must~~with ~~buy~~an ~~the~~independent ~~underlying~~custodian. ~~interest~~Beginning from ~~the~~2016, ~~buyer~~CFTC ofrequires ~~the~~that ~~put~~certain ~~option~~counterparties ifpost ~~the~~margin ~~buyer~~and ~~chooses~~collect toalso ~~exercise~~on ~~the~~OTC ~~option~~uncleared swaps as well.

39CERTAIN PERFORMANCE DATA

AThe ~~call~~Funds ~~option~~are ~~is considered to be in~~newly-~~the-money~~formed ~~if the strike price is below the current market price~~ and ~~out-of-the-money~~thus if the strike price is above the current market price. A put option, on the other hand, is considered to be in-the-money if the strike price is above the current market price and out-of-the-money if the strike price is below the current market price. Options typically have ~~limited~~no ~~life~~operating ~~spans, which are tied to the delivery or settlement date of the underlying interest~~history. ~~Unexercised options on forwards contracts become worthless at the time of expiration.~~

~~Losses~~THIS toPOOL ~~the~~HAS ~~buyer~~NOT ofCOMMENCED anTRADING ~~option~~AND ~~are~~DOES ~~limited~~NOT toHAVE ~~the~~ANY ~~amount~~PERFORMANCE ~~paid for the option~~HISTORY. Sellers of options, however, face risk similar to that of participants in the forwards markets. For example, the seller of a call option is subject to the same risk as a person who initially sold a forward contract, offset only by the amount received by selling the option.

~~Futures~~38 ~~Contracts~~

ATable futures contract is a standardized contract traded on, and subject to the rules of, an exchange that calls for the future delivery of a specified quantity and type of a commodity at a specified time and place. Futures contracts are traded on a wide variety of commodities, including bonds, interest rates, agricultural products, stock indices, currencies, energy, metals and other assets or indices. The size and length of futures contracts on a particular commodity are identical and are not subject to any negotiation, other than with respect to price and the number of contracts traded between the buyer and seller.Contents

~~The~~MANAGEMENT’S ~~contractual~~DISCUSSION ~~obligations~~AND ofANALYSIS aOF ~~buyer~~FINANCIAL orCONDITION ~~seller~~AND RESULTS ~~may~~OF ~~generally~~OPERATIONS be satisfied by taking or making physical delivery of the underlying commodity or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery. The difference between the price at which the futures contract is purchased or sold and the price paid for the offsetting sale or purchase, after allowance for brokerage commissions, constitutes the profit or loss to the trader. Some futures contracts, such as stock index contracts and certain commodity futures contracts, settle in cash (reflecting the difference between the contract purchase/sale price and the contract settlement price) rather than by delivery of the underlying commodity.

~~Options~~The onFunds ~~Futures~~are ~~Contracts~~newly formed and have no operating history.

~~Options~~Critical onAccounting ~~futures~~Policies contracts operate in a manner similar to options on forward contracts. An option is a contract that entitles its holder to the right, but not the obligation, to purchase or sell an underlying asset or index. An option is one of the only derivatives that is traded either over-the-counter (for more customized trades) or on an exchange (for standardized trades). An option on a futures contract gives the buyer the right, but not the obligation, to take a position at a specified price in the underlying futures contract. Unlike options on forward contracts, however, options on futures contracts are standardized contracts traded on an exchange. Furthermore, in-the-money options on futures contracts on certain exchanges are automatically exercised on their expiration date. OTC options may be collateralized and margin is generally required for exchange-traded options.

~~Options~~Preparation onof ~~Currencies~~the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Sponsor’s application of these policies involves judgments and actual results may differ from the estimates used. Each Fund expects to have significant exposure to Financial Instruments. Assets of each Fund not invested in Financial Instruments will be invested in cash and/or U.S. Treasury Securities or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. or the applicable foreign currency with respect to a Currency Fund) or other interest-bearing securities approved by the CFTC for investment of customer funds, each of which will be held at fair value.

~~Options~~Section on107 ~~currencies~~of ~~grant~~the JOBS Act provides that an emerging growth company can take advantage of the ~~holder~~extended transition period provided in Section 7(a)(2)(B) of the ~~right~~1933 Act for complying with new or revised accounting standards. In other words, ~~but~~an ~~not~~“emerging growth company” can delay the ~~obligation,~~adoption of certain accounting standards until those standards would otherwise apply to ~~buy~~private companies. orThe ~~sell~~Trust ~~currency~~has atelected ato ~~specified~~take ~~exchange~~advantage ~~rate~~of ~~during~~the abenefits ~~specified~~of this extended transition period. The Trust and the Funds’ financial statements may therefore not be comparable to those of ~~time~~companies that comply with such new or revised accounting standards.

~~Supplemental~~Results ~~Information~~of ~~about~~Operations ~~Financial Instruments and Commodities Markets Participants~~

~~The~~As ~~two broad classes~~ of persons who trade futures contracts are hedgers and speculators. Financial institutions that manage or deal in commodity and interest rate sensitive instruments, foreign currencies and stocks, and commercial market participants, including farmers and manufacturers, that market or process commodities, and which are exposed to commodity, currency, interest rate and stock market risks, may use the ~~futures~~date ~~markets for hedging. Hedging is a protective procedure designed to minimize losses that may occur due to an adverse movement in the price~~ of ~~the~~this ~~underlying commodity or other asset~~Prospectus, ~~such as~~ the ~~adverse~~Funds ~~price~~had ~~movement~~not ~~between~~yet ~~the~~commenced ~~time~~investment aactivities ~~farmer~~nor orissued ~~manufacturer~~Shares. ~~enters~~No ~~into~~Fund apurchased ~~contract to buy~~ or ~~sell~~owned financial ainstruments ~~commodity~~during atthis ~~a certain price and the time he must perform his obligations under the contract~~period. ~~The~~There ~~futures~~were ~~market~~no ~~enables~~receipts ~~the~~or ~~hedger~~disbursements ~~to transfer the risk~~ of ~~price~~cash ~~fluctuations~~ to ~~the~~or ~~speculator. The usual objective of the hedger is to protect the profit that he expects to earn~~ from ~~his~~a ~~operations~~Fund ~~rather~~during ~~than~~this ~~to profit in his trading~~period. ~~The~~No ~~speculator,~~Fund onreceived ~~the~~any ~~other hand~~revenue, ~~risks his~~ capital ingains an(losses), ~~attempt to make profits from price fluctuations in the commodities. Derivatives~~ or ~~futures~~incurred ~~contracts~~any ~~may be physically settled or settled by exchange of cash. Speculators rarely make or take delivery of the commodities underlying their contracts~~expenses, ~~but~~excluding ~~rather~~organization ~~close~~and ~~out their positions by entering into offsetting purchases or sales of contracts prior to the delivery date. Since the speculator may take either a long or short position in the futures markets~~offering costs, itduring isthis ~~possible~~time ~~for him to make profits or incur losses regardless of whether prices go up or down~~period.

40Liquidity and Capital Resources

As of the date of this Prospectus, the Funds have not begun trading activities. A significant portion of the NAV of each Fund is likely to be held in cash and/or U.S. ~~Futures~~Treasury ~~Exchanges~~Securities or other high credit quality short-term fixed-income or similar securities as described above. A portion of these investments may be posted as collateral in connection with swap agreements and/or used as margin for each Fund’s trading in futures. Margin requirements in respect of swap agreements are the subject of finalized rules issued by the CFTC and the U.S. bank regulators. It is possible that increased margin will apply to swap agreements upon adoption of the new requirements by these regulators. The percentage that U.S. Treasury bills and other short-term fixed-income securities will bear to the total net assets of each Fund will vary from period to period as the market values of the underlying swaps, futures contracts and forward contracts change.

~~Futures~~Each ~~exchanges~~Fund’s ~~provide~~underlying ~~centralized~~futures ~~market~~and ~~facilities~~swaps, ~~for~~as ~~trading~~the ~~futures~~case ~~contracts~~may be, will be subject to periods of illiquidity because of market conditions, regulatory considerations and ~~options~~other ~~(but~~reasons. For example, swaps are not ~~forward~~presently ~~contracts)~~traded inon ~~which~~an ~~multiple~~exchange, ~~persons~~do not have ~~the~~uniform ~~ability~~terms toand ~~execute~~conditions, orand ~~trade~~in ~~contracts~~general byare ~~accepting~~not transferable ~~bids~~without ~~and~~the ~~offers~~consent ~~from~~of ~~multiple~~the ~~participants~~counterparty. ~~Before~~Additionally, ~~futures~~at ~~exchanges~~the ~~existed~~present time, ~~forwards~~most ~~were~~swaps ~~traded~~are ~~over-the-counter. Members~~not ~~of,~~centrally cleared and ~~trades~~vary ~~executed~~in ~~on,~~terms aof ~~particular~~standardization, ~~exchange~~which ~~are~~may ~~subject~~further contribute to ~~the~~their ~~rules~~lack of ~~that~~liquidity. ~~exchange,~~In ~~and~~the ~~those~~case ~~rules~~of ~~typically~~futures contracts, ~~require~~commodity ~~that~~exchanges ~~members~~may ~~satisfy~~limit ~~certain~~fluctuations ~~financial~~in ~~prerequisites~~certain ~~and~~futures ~~post~~contract ~~assets~~prices ~~into~~during a ~~fund~~single ~~that~~day ~~assures~~by ~~member~~regulations ~~performance~~referred onto ~~outstanding~~as ~~trades~~“daily limits.” ~~Among~~During ~~the~~a ~~principal~~single ~~exchanges~~day, inno ~~the~~trades ~~United~~may ~~States~~be ~~are~~executed ~~the~~at ~~Chicago~~prices ~~Board~~beyond ofthe ~~Trade~~daily ~~(“CBOT”),~~limit. Once the ~~Chicago~~price ~~Mercantile~~of ~~Exchange~~a ~~(“CME”),~~futures ~~the~~contract ~~NYMEX,~~has ~~and~~increased ~~the~~or ~~Intercontinental~~decreased ~~Exchange~~by ~~(“ICE”),~~an ~~and~~amount ~~the~~equal ~~New~~to ~~York~~the ~~Board~~daily oflimit, ~~Trade~~such ~~(“NYBOT”).~~

~~Each~~39 futures exchange in the United States has an associated “clearing house” that is either owned by the exchange or otherwise associated with the exchange. Clearing houses provide services designed to transfer credit risk and ensure the integrity of trades. Once trades between members of an exchange have been confirmed or cleared, the clearing house becomes substituted for each buyer and each seller of contracts traded on the exchange and, in effect, becomes the other party to each trader’s open position in the market. Thereafter, each party to a trade looks only to the clearing house for performance. The clearing houses typically establish security or guarantee funds to which all clearing members of the exchange must contribute and maintain. This fund acts as an emergency buffer which is intended to enable the clearing house to meet its obligations with regard to the other side of an insolvent clearing member’s contracts. Furthermore, clearing houses require margin deposits and continuously mark positions to market to provide some assurance that their members will be able to fulfill their contractual obligations. Thus, members effecting futures transactions on an organized exchange do not bear the risk of the insolvency of the party on the opposite side of the trade; their credit risk is limited to the respective solvencies of their commodity broker and the clearing house. The clearing house “guarantee” of performance on open positions does not run to customers. If a member firm goes bankrupt, customers could lose money.

Non-U.S.Table Futuresof ExchangesContents

~~Foreign~~ positions ~~futures~~can ~~exchanges~~neither ~~differ~~be intaken ~~certain~~nor ~~respects~~liquidated ~~from~~unless ~~their~~the ~~U.S.~~traders ~~counterparts. Non-U.S. futures exchanges~~ are ~~not~~willing ~~subject~~ to ~~regulation~~effect bytrades ~~the~~at ~~CFTC but must in some cases obtain approval~~ or ~~exemptions~~within ~~from U.S. regulators depending on their activities in~~ the Ulimit.S. InFutures ~~contrast~~contract toprices ~~U.S.~~have ~~exchanges,~~occasionally ~~certain~~moved ~~foreign exchanges are “principals’ markets,” where trades remain~~ the ~~liability~~daily oflimit ~~the traders involved, and the exchange or an affiliated clearing house, if any, does not become substituted~~ for ~~any~~several consecutive ~~party.~~days ~~Therefore,~~with ~~participants~~little ~~in such markets must often satisfy themselves as to the creditworthiness of their counterparty. Additionally, in the event of the insolvency~~ or ~~bankruptcy~~no ~~of a non-U~~trading.S. ~~market~~Such ~~or broker, the rights of~~ market ~~participants~~conditions ~~are~~could ~~likely~~prevent toa beFund ~~more~~from ~~limited~~promptly ~~than~~liquidating ~~the~~its ~~rights afforded by the U.S.~~ futures ~~exchanges~~positions.

~~Regulations~~Entry into non-cleared swap agreements will further impact liquidity because these contractual agreements are executed on a principal-to-principal basis between private parties and therefore, the time required to offset or “unwind” these positions may be greater than that for cleared and/or exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

~~Futures~~Because ~~exchanges~~each inFund ~~the~~will ~~United~~enter ~~States~~trade ~~are subject to regulation under the CEA, by the CFTC, the governmental agency having responsibility for regulation of~~ futures ~~exchanges~~ and ~~trading~~may onenter ~~those~~into ~~exchanges.~~swap agreements, ~~(Investors~~its ~~should~~capital will be ~~aware~~at ~~that~~risk ~~prior~~due to ~~the~~changes ~~passage of regulatory reform~~ in ~~early~~the ~~2010,~~value noof ~~governmental~~these ~~U.S.~~contracts ~~agency~~(market ~~regulates~~risk) ~~the~~or ~~OTC foreign exchange markets although~~ the ~~reform~~inability ~~bill~~of ~~includes~~counterparties ~~a provision that calls for certain foreign exchange transactions~~ to beperform ~~included~~under in the ~~definition~~terms of ~~“swap,” thereby bringing those transactions into~~ the ~~jurisdiction~~contracts of(credit ~~federal regulators, unless the U~~risk).S. ~~Treasury~~Credit ~~Department~~risk ~~subsequently~~is ~~determines~~greater infor ~~final~~non-cleared ~~regulations~~swaps ~~that~~than ~~foreign~~for futures ~~exchange~~or ~~transactions~~cleared ~~should not be regulated~~swaps.)

41Market Risk

~~The~~Trading ~~CFTC~~in ~~has exclusive authority to designate exchanges for the trading of specific~~ futures contracts ~~and~~will ~~non-security-based~~involve ~~options on futures contracts and to prescribe rules and regulations of the marketing of~~ each. ~~The~~Fund ~~CFTC~~entering ~~also~~into ~~regulates~~contractual ~~the~~commitments ~~activities~~to ofpurchase ~~“commodity~~or ~~trading~~sell ~~advisors”~~a ~~and “~~commodity ~~pool~~underlying ~~operators” and the CFTC has adopted regulations with respect to certain of such persons~~a Fund’s ~~activities.~~target ~~Pursuant~~benchmark toat ~~its authority, the CFTC requires~~ a ~~commodity~~specified ~~pool~~date ~~operator,~~and ~~such as the Sponsor~~price, toshould ~~keep accurate, current and orderly records with respect to each pool~~ it ~~operates.~~hold ~~The~~such ~~CFTC~~futures ~~may~~contract ~~suspend,~~into ~~modify or terminate~~ the ~~registration~~deliverable ~~of any registrant for failure to comply with CFTC rules or regulations~~period. ~~Suspension,~~Should ~~restriction~~a orFund ~~termination~~enter ofinto ~~the Sponsor’s registration as~~ a ~~commodity~~contractual ~~pool~~commitment ~~operator would prevent it, until such time (if any) as such registration were~~ to besell ~~reinstated,~~a ~~from~~physical ~~managing~~commodity, ~~and~~it ~~might~~would ~~result~~be inrequired ~~the termination of, the Funds. The CEA currently gives the CFTC similar authority with respect~~ to ~~the~~make ~~activities~~delivery of that commodity ~~trading~~at ~~advisors, such as~~ the ~~Sponsor,~~contract ~~and~~price ~~requires commodity trading advisors to maintain current~~ and ~~accurate~~then ~~records~~repurchase ~~within~~ the ~~United~~contract ~~States.~~at Ifprevailing ~~the~~market ~~registration~~prices ~~of a Sponsor as a commodity trading advisor were to be terminated, restricted~~ or ~~suspended,~~settle ~~the Sponsor would be unable, until such time (if any) as such registration were to be reinstated, to render trading advice to the Funds. The Funds themselves are not registered with the CFTC~~ in ~~any capacity~~cash. ~~Therefore,~~Since if the ~~Sponsor~~repurchase ~~were~~price ~~unable~~ to ~~provide~~which ~~services and/or trading advice to~~ the ~~Funds,~~value ~~the~~of ~~Funds~~a ~~would~~commodity becan ~~unable~~rise tois ~~pursue~~unlimited, ~~their~~entering ~~investment~~into ~~objectives~~commitments ~~unless and until the Sponsor’s ability~~ to ~~provide~~sell ~~services~~commodities would ~~and~~expose ~~trading~~a ~~advice~~Fund to ~~the~~theoretically ~~Funds~~unlimited ~~was reinstated or a replacement for the Sponsor as commodity pool operator and/or commodity trading advisor could be found~~risk. ~~Such an event could result in termination of the Funds.~~

~~The~~Each ~~CEA~~Fund’s ~~currently~~exposure ~~requires~~to ~~all~~market ~~FCMs~~risk towill ~~meet~~be ~~and~~influenced ~~maintain~~by ~~specified~~a ~~fitness~~number ~~and~~of ~~financial~~factors including ~~requirements,~~the ~~segregate~~liquidity ~~customer~~of ~~funds~~the ~~from~~markets ~~proprietary~~in ~~funds~~which ~~and~~the ~~account~~contracts ~~separately~~are ~~for~~traded ~~all~~and ~~customers’~~the ~~funds~~relationships ~~and~~among ~~positions,~~the ~~and~~contracts toheld. ~~maintain~~The ~~specified~~inherent ~~book~~uncertainty ~~and~~of ~~records~~each ~~open~~Fund’s totrading ~~inspection~~as bywell as the ~~staff~~development of ~~the~~drastic ~~CFTC.~~market ~~See~~occurrences ~~“Risk~~could ~~Factors—Risks~~ultimately lead ~~Related~~ to ~~Regulatory~~a ~~Requirements~~loss ~~and Potential Legislative Changes—Failure~~ of ~~FCMs~~all toor ~~segregate~~substantially ~~assets~~all ~~may~~of ~~increase~~investors’ ~~losses in the Funds~~capital.”

~~The~~Credit ~~CEA~~Risk ~~also currently gives the states certain powers to enforce its provisions and the regulations of the CFTC.~~

~~Under~~When ~~certain circumstances, the CEA grants shareholders the right to institute~~ a ~~reparations~~Fund ~~proceeding~~enters ~~before~~into ~~the~~futures ~~CFTC~~contracts ~~against~~or ~~the~~swap ~~Sponsor (as a registered commodity pool operator and commodity trading advisor)~~agreements, the ~~FCM,~~Fund aswill ~~well~~be asexposed ~~those of their respective employees who are required~~ to becredit ~~registered~~risk ~~under~~that the ~~CEA.~~counterparty ~~Shareholders may also be able~~ to ~~maintain~~the acontract will ~~private~~not ~~right~~meet ofits ~~action for certain violations of the CEA~~obligations.

~~Pursuant~~The tocounterparty ~~authority~~for infutures ~~the~~contracts ~~CEA,~~traded ~~the~~on ~~NFA~~exchanges ~~has~~is ~~been~~the ~~formed~~clearing ~~and~~house ~~registered~~associated with the particular ~~CFTC as a registered futures association~~exchange. AtIn ~~the present time~~general, ~~the~~clearing ~~NFA~~houses isare ~~the~~backed ~~only~~by ~~self~~their ~~regulatory~~corporate ~~organization~~members ~~for~~who ~~commodities~~may ~~professionals~~be ~~other~~required ~~than~~to ~~exchanges.~~share Asin ~~such,~~ the ~~NFA~~financial ~~promulgates~~burden ~~rules~~resulting ~~governing~~from the ~~conduct~~nonperformance ofby ~~commodity~~one ~~professionals and disciplines those professionals that do not comply with such standards. The CFTC has delegated to the NFA responsibility for the registration~~ of ~~commodity~~their ~~trading~~members ~~advisors~~and, ~~commodity~~as ~~pool operators~~such, ~~FCMs,~~should ~~introducing~~significantly ~~brokers~~reduce ~~and~~this credit ~~their respective associated persons and floor brokers~~risk. ~~The~~In ~~Sponsor~~cases iswhere ~~a member of~~ the ~~NFA~~clearing ~~(the~~house ~~Funds~~is ~~themselves are~~ not ~~required~~backed toby ~~become members of~~ the ~~NFA).~~clearing ~~As an NFA member~~members, ~~the~~it ~~Sponsor~~may isbe ~~subject~~backed ~~to NFA standards relating to fair trade practices, financial condition, and consumer protection. The CFTC is prohibited~~ by ~~statute~~a ~~from~~consortium ~~regulating~~of ~~trading~~banks ~~on foreign commodity exchanges and markets, but statutory reform efforts seek to limit that prohibition in the event that foreign exchange~~ or ~~trading~~other ~~activity~~financial ~~has a nexus with the U~~institutions.S.

~~Recent~~It ~~Legislative~~is ~~Efforts~~expected that swap agreements will be contracted for directly with counterparties. There can be no assurance that any counterparty, clearing member or clearing house will meet its obligations to a Fund.

~~Restrictive~~Swap ~~proposals~~agreements ~~aimed~~do atnot ~~financial~~generally ~~speculators~~involve ~~in commodities have from time to time been made in~~ the ~~U.S.~~delivery ~~House~~ of securities ~~Representatives~~or ~~and~~other ~~the~~underlying ~~Senate,~~assets ~~and~~either ~~new~~at ~~reform measures are, as of~~ the ~~date~~outset of ~~the~~a ~~filing~~transaction ofor ~~this~~upon ~~statement, underway~~settlement. ~~The~~Accordingly, ~~U.S.~~if ~~House~~the ofcounterparty ~~Representatives~~to ~~passed~~a ~~comprehensive~~swap ~~financial~~agreement ~~services reform that includes provisions on speculative trading and position limits. This reform~~defaults, the ~~Dodd-Frank~~Fund’s ~~Wall~~risk ~~Street~~of ~~Reform~~loss ~~and~~consists ~~Consumer Protection Act (“Dodd-Frank”), is, as~~ of the ~~filing~~net ofamount ~~this statement, currently being considered by members~~ of ~~the~~payments ~~U.S. Senate. Dodd-Frank includes statutory language~~ that ~~would make more transparent non-hedging derivative trading activity with~~ the ~~intended~~Fund ~~design~~is contractually ofentitled ~~curbing excessive speculation and increasing accountability in the commodities and derivatives (including swaps) markets. Futures markets will continue~~ to bereceive, ~~closely~~if ~~regulated by the CFTC under Dodd-Frank~~any.

42The Sponsor will attempt to minimize certain of these market and credit risks by normally:

~~Title~~• ~~VII~~executing ofand ~~Dodd-Frank~~clearing ~~provides~~trades ~~for~~with ~~numerous~~creditworthy amendments to the Commodity Exchange Act that include a grant the CFTC of authority to impose aggregate position limits for contracts in non-financial commodities that are traded on designated contract markets and swap execution facilitiescounterparties, as ~~well~~determined as swaps that are not centrally executed (if they perform a significant price-discovery function with respect to exchange-traded contracts). Title VII also grants the SEC authority to impose aggregate position limits across security-based swaps that may be held by ~~any person, including positions in any security-based swap and any security or group or index of securities,~~ the ~~price, yield, value, or volatility of which, or of which any interest therein, is the basis for a material term of such security-based swap.~~Sponsor;

~~Title~~• ~~VII~~limiting ~~would significantly expand~~ the ~~authority~~outstanding ofamounts ~~the~~due ~~CFTC~~from ~~and~~counterparties ~~the SEC to limit the size~~ of ~~an entity’s overall portfolio, by eliminating~~ the ability to take positions in the OTC market as a market participant reaches the position limits in the futures market. The CFTC is also directed to strive to ensure that trading on foreign boards of trade in the same commodity will be subject to comparable limits, and that any limits imposed by the CFTC will not cause price discovery in the commodity to shift to trading on foreign boards of trade. In addition, if the CFTC or SEC determines that the regulation of the swaps markets in a non-U.S. country undermines the stability of the U.S. financial system, either the CFTC or the SEC, in consultation with the Treasury Secretary, may prohibit an entity from that country from participating in any U.S. swap activities.Funds;

~~Frank-Dodd~~• ~~could~~not ~~result~~posting inmargin ~~further~~directly promulgation by the regulators of speculative position limits. If enacted into law, these reform measures could negatively impact the ability of investors to invest in the Funds and, consequently, for the Sponsor to manage the Funds (or increase the expense associated with ~~the~~a ~~management of the Funds).~~counterparty;

~~Daily~~40 ~~Limits~~

MostTable U.S. futures exchanges (but generally not foreign exchanges or banks or dealers in the cases of forward contracts, swap agreements and options on forward contracts) limit the amount of fluctuation in some futures contract or options on futures contract prices during a single day by regulations. These regulations specify what are referred to as “daily price fluctuation limits” or more commonly “daily limits.” Once the daily limit has been reached in a particular futures interest, no trades may be made at a price beyond that limit.Contents

~~Margin~~• limiting the amount of margin or premium posted at the FCM; and

~~“Initial”~~• orensuring ~~“original” margin is the minimum amount of funds~~ that adeliverable ~~futures trader must deposit with his commodity broker in order to initiate futures contract trading or to maintain an open position in futures~~ contracts. ~~Maintenance~~are ~~margin~~not isheld ~~the amount (generally less than initial margin) that must be posted in order~~ to offset ongoing risk of default by the trader. A margin deposit is like a cash performance bond. It helps assure the futures trader’s performance of the futures interests which contracts he purchases or sells. The minimum amount of margin required in connection with a particular futures contract is set by the exchange on which such ~~contract is traded and is subject to change at any time during the term of the contract. Futures interests are customarily bought and sold on margins that represent~~ a ~~very~~date ~~small~~when ~~percentage~~delivery ~~(ranging upward from less than 2%)~~ of ~~the~~an ~~aggregate~~underlying ~~purchase~~asset orcould ~~sales~~be ~~price~~called ~~of the contract~~for. Because of such low margins, price fluctuations occurring in the futures markets may create profits and losses that are greater, in relation to the amount invested, than are customary in other forms of investments.

~~Brokerage~~The ~~firms~~FCM ~~carrying~~for ~~accounts~~each Fund, in accepting orders for ~~traders~~the inpurchase ~~futures~~or ~~interests~~sale of domestic futures contracts, ~~may~~will ~~not~~be ~~accept~~required ~~lower,~~by CFTC regulations to separately account for and ~~may~~segregate ~~require~~as ~~higher~~belonging to the Fund, ~~amounts~~all assets of ~~margin~~the asFund arelating ~~matter~~to ofdomestic ~~policy~~futures intrading, ~~order~~and the FCM will not be allowed to ~~afford~~commingle ~~further~~such ~~protection~~assets ~~for~~with ~~themselves~~other assets of the FCM.

~~Margin~~On ~~requirements~~November ~~are~~14, ~~computed~~2012, ~~each~~the ~~day~~CFTC byproposed anew ~~commodity~~regulations ~~broker.~~that Atwould ~~the~~require ~~close~~enhanced ofcustomer ~~each~~protections, ~~trading~~risk ~~day~~management programs, ~~each~~internal monitoring ~~open~~and ~~futures~~controls, ~~interests~~capital ~~contract~~and isliquidity ~~marked~~standards, customer disclosures, and auditing and examination programs for FCMs. The proposed rules are intended to afford greater assurances to market, participants that: customer ~~is,~~segregated ~~the~~funds and ~~gain~~secured oramounts ~~loss~~are onprotected; ~~the~~customers ~~position~~are isprovided ~~calculated~~with ~~from~~appropriate notice of the ~~prior~~risks ~~day’s~~of ~~close.~~futures ~~When~~trading and of the ~~market~~FCMs ~~value~~with ofwhich athey ~~particular~~may ~~open~~choose ~~futures~~to ~~interests~~do ~~contract~~business; ~~position~~FCMs ~~changes~~are tomonitoring and managing risks in a ~~point~~robust ~~where~~manner; the ~~margin~~capital onand liquidity ~~deposit~~of ~~does~~FCMs ~~not~~are ~~satisfy~~strengthened ~~maintenance~~to ~~margin~~safeguard ~~requirements,~~their acontinued ~~margin~~operations; ~~call~~and isthe ~~made~~auditing byand ~~the~~examination ~~commodity~~programs ~~broker.~~of Ifthe CFTC and the ~~margin~~self-regulatory ~~call~~organizations is(“SROs”) ~~not~~are ~~met~~monitoring ~~within~~the activities of FCMs in a ~~reasonable~~thorough ~~time,~~manner. The ~~the~~final ~~broker~~regulations ~~may~~were ~~close~~adopted ~~out~~on ~~the~~November ~~trader’s~~14, ~~position~~2013.

~~Trading~~41 in OTC markets, such as swaps and forward contracts, where no clearing facility is provided, may require margin (which is, in OTC market parlance, referred to as “collateral”) if the traders to a contract have entered into an ISDA Master Agreement that is modified by a Schedule and a Credit Support Annex to the Schedule. In such cases, dealers that maintain exposure to the Funds may require the Funds to post collateral or other similar assurance of performance. Many OTC swaps and other derivatives such as currency forwards are not collateralized or documented with the ISDA documentation, in which case no pledging of collateral is required.

43Table of Contents

~~CERTAIN~~OFF-BALANCE ~~PERFORMANCE~~SHEET ~~DATA~~ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

~~The~~As ~~Fund~~of isthe ~~newly-formed~~date ~~and~~of ~~thus~~this ~~has~~Prospectus, the Funds have not utilized, nor do they expect to utilize in the future, special purpose entities to facilitate off balance sheet financing arrangements and have no ~~operating~~loan ~~history~~guarantee arrangements or off balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Funds. While each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Fund’s financial position.

~~DESCRIPTION~~Each OFFund’s ~~THE~~contractual ~~COMMODITY~~obligations are ~~BENCHMARKS~~with the Sponsor, certain service providers and with any counterparty to a Financial Instrument. Management fee payments made to the Sponsor are calculated as a fixed percentage of each Fund’s NAV. As such, the Sponsor cannot anticipate the amount of payments that will be required under these arrangements for future periods as NAVs are not known until a future date. The agreement with the Sponsor may be terminated by either party upon 30 days written notice to the other party.

~~Gold~~CHARGES

~~The~~ Breakeven ~~Direxion~~Table Daily Gold Bull 3X Shares and the Direxion Daily Gold Bear 3X Shares are designed to track a multiple or inverse multiple of the daily performance of COMEX gold futures. COMEX gold futures are traded on the COMEX division of the New York Mercantile Exchange (“NYMEX”) under ticker symbol GC in U.S. dollars and cents per troy ounce. The Funds do not directly or physically hold the underlying gold, but instead, seek exposure to gold through the use of Financial Instruments whose value is based on the underlying price of COMEX gold futures to pursue their investment objective.

The ~~price~~breakeven ofanalysis ~~gold~~below isindicates ~~volatile~~the ~~with~~approximate ~~fluctuations~~dollar ~~expected~~and topercentage ~~affect~~required for the redemption value of a ~~the~~hypothetical ~~Shares~~investment in a single Unit of the Fund. ~~The~~to ~~price~~equal ~~movement~~the ofamount ~~gold~~invested ~~may~~twelve bemonths ~~influenced~~after bythe ainvestment ~~variety~~was made. For the purposes of ~~factors~~this breakeven analysis, ~~including~~we ~~announcements~~assumed ~~from~~an ~~central~~initial ~~banks~~selling ~~regarding~~price ~~reserve~~per ~~gold~~unit ~~holdings~~to be $25.00, ~~agreements~~which ~~among~~will ~~central~~be the ~~banks,~~selling ~~political~~price ~~uncertainties~~of ~~and~~the ~~economic~~Units ~~concerns.~~sold ~~The~~in ~~gold~~the ~~market~~initial isCreation aBasket. ~~global~~This ~~marketplace~~breakeven ~~consisting~~analysis refers to the redemption of ~~both~~baskets ~~OTC~~by ~~transactions~~Authorized Participants and ~~exchange-traded~~is ~~products.~~not ~~The~~related ~~OTC~~to ~~market~~any ~~generally~~gains ~~consists~~an ofindividual ~~transactions~~investor inwould ~~spot,~~have ~~forwards,~~to ~~options~~achieve ~~and~~in ~~other~~order ~~derivatives,~~to ~~while~~break even. ~~exchange-~~The ~~traded~~breakeven ~~transactions~~analysis ~~consist~~is ofan ~~futures~~approximation ~~and options~~only.

There is usually a difference between the spot price of gold and the future price of gold. The future price is used for futures contracts and represents the price to be paid on the date of a delivery of gold in the future. In normal markets, the futures price for gold is higher than the spot. The difference is determined by the number of days to the delivery contract date, prevailing interest rates, and the strength of the market demand for immediate physical delivery. The difference between the spot price and the future price, when expressed as an annual percentage rate is known as the “forward rate”.


	Dollar Amount and Percentage of Expenses Per Fund
Expenses⁽¹⁾	Direxion Daily Crude Oil Bull 3X Shares						Direxion Daily Crude Oil Bear 3X Shares
	$			%			$			%
Assumed Selling Price Per Share		25.00						25.00
Management Fee⁽²⁾		0.24			0.95	%		0.24			0.95	%
Organizational and Offering Expenses⁽³⁾		0.00			0.00	%		0.00			0.00	%
Brokerage Commissions and Fees		0.07			0.28	%		0.07			0.28	%
Variable create/redeem fees⁽⁵⁾		(0.01	)		(0.03	)%		(0.01	)		(0.03	)%
Other Expenses		0.00			0.00	%		0.00			0.00	%

Total Fees and Expenses		0.30			1.20	%		0.30			1.20	%
Interest Income⁽⁴⁾		(0.08	)		(0.30	)%		(0.08	)		(0.30	)%

12-Month Breakeven⁽⁶⁾		0.22			0.90	%		0.22			0.90	%

~~Silver~~(1) The breakeven analysis set forth in this table assumes that the Shares have a constant month end NAV and is based on $25.00 as the NAV per Share of each of the Funds. The actual NAV of each Fund differs and is likely to change on a daily basis. The numbers provided in this chart have been rounded to the nearest 0.01. The breakeven analysis reflects all fees and expenses, including estimated rebalancing expenses that are anticipated to be incurred by each Fund during the first year of an investor’s investment.

~~The~~(2) ~~Direxion~~From ~~Daily Silver Bull 3X Shares and~~ the ~~Direxion~~Management ~~Daily~~Fee, ~~Silver Bear 3X Shares are designed to track a multiple or inverse multiple of~~ the ~~daily~~Sponsor, ~~performance~~though ofnot ~~COMEX~~contractually ~~silver~~required, ~~futures.~~is ~~COMEX~~responsible ~~silver~~for ~~futures~~paying ~~are traded on~~ the ~~COMEX~~fees ~~division~~and expenses of the ~~NYMEX~~Administrator, ~~under~~Custodian, ~~ticker~~Distributor, ~~symbol~~Foreside SIFund inServices, ULLC.S. ~~cents~~(“Foreside”), ~~per~~Transfer ~~troy~~Agent ~~ounce.~~and ~~The~~all ~~Funds~~routine ~~do not directly or physically hold the underlying silver~~operational, ~~but~~administrative ~~instead~~and ~~seek~~other ~~exposure~~ordinary toexpenses ~~silver through the use~~ of ~~Financial~~each ~~Instruments whose value is based on the underlying price of COMEX silver futures to pursue their investment objective.~~Fund,

~~The~~42 price of silver is volatile with fluctuations expected to affect the value of the Shares. The largest industrial users of silver are the photographic, jewelry, and electronic industries and developments in these industries among other factors may influence the price of silver. Like gold, the silver market is a global marketplace consisting of both OTC transactions and exchange-traded products. The OTC market generally consists of transactions in spot, forwards, options and other derivatives, while exchange-traded transactions consist of futures and options.

ThereTable is usually a difference between the spot price of silver and the future price of silver. The future price is used for futures contracts and represents the price to be paid on the date of a delivery of silver in the future. In normal markets, the futures price for silver is higher than the spot. The difference is determined by the number of days to the delivery contract date, prevailing interest rates, and the strength of the market demand for immediate physical delivery. The difference between the spot price and the future price, when expressed as an annual percentage rate is known as the “forward rate”.Contents

~~NEITHER~~including ~~THE~~fees ~~CHICAGO~~payable ~~MERCANTILE~~to ~~EXCHANGE,~~index ~~INC~~providers. ~~(“CME”),~~Please ~~ITS~~note ~~AFFILIATES~~that ~~NOR~~these ~~ANY~~fees OFand ~~THEIR~~expenses ~~RESPECTIVE~~are ~~DIRECTORS,~~not ~~OFFICERS,~~included ~~MEMBERS,~~in ~~EMPLOYEES~~the ORabove ~~AGENTS~~Breakeven SHALL BE LIABLE TO COMPANY OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, LIABILITY OR OTHER DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO (i) THE CME INFORMATION, INCLUDING BUT NOT LIMITED TO ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF, THE CME INFORMATION OR (ii) ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY COMPANY, ITS LICENSEES OR OTHER USERS OF ITS PRODUCTS OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTSTable. ~~NEITHER~~ ~~COMPANY~~The ~~NOR~~Sponsor ~~CME~~will ~~NOR~~not ~~ANY~~charge OFits ~~THEIR~~fee ~~RESPECTIVE~~in ~~DIRECTORS,~~the ~~OFFICERS,~~first ~~MEMBERS,~~year ~~EMPLOYEES~~of ORoperations ~~AGENTS~~in ~~SHALL~~an BEamount ~~LIABLE~~equal TOto ~~THE~~the ~~OTHER~~offering PARTY FOR LOSS OF BUSINESS REVENUES, LOST PROFITS OR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGEScosts. COMPANY EXPRESSLY ACKNOWLEDGES THAT CME DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, TO COMPANY, ANY OF ITS LICENSEES OR OTHER THIRD PARTY WITH RESPECT TO THE CME INFORMATION, INCLUDING, WITHOUT LIMITATION: (i) ANY WARRANTIES WITH RESPECT TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CME INFORMATION OR (ii) ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED BY COMPANY, ITS LICENSEES OR ANY THIRD PARTY IN CONNECTION WITH THE USE OF THE CME INFORMATION IN CONNECTION WITH THE PRODUCTS. IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE, THE CUMULATIVE LIABILITY OF CME, ITS AFFILIATES, THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS SHALL NOT EXCEED THE ACTUAL AMOUNT OF LOSS OR DAMAGE, OR THE SUM OF FIFTY DOLLARS ($50.00), WHICHEVER IS LESS.

44(3) Expenses incurred in connection with the initial offering of the Funds’ shares will be paid by each Fund, and the Sponsor will not charge its fee in the first year of operations of the Funds in an amount equal to the offering costs. The Sponsor will reimburse the Funds to the extent that its initial offering costs exceed 0.95% of the Funds’ average daily net assets for the first year of operations. Expenses incurred in connection with the continuous offering of Shares of the Funds after the commencement of its trading operations will be paid by the Sponsor.

~~DESCRIPTION~~(4) OFA ~~THE~~Fund ~~CURRENCY~~earns ~~BENCHMARKS~~interest on amounts that it deposits with its FCM and the Custodian and it estimates that the interest income will be 0.03% based on the current interest rate on the three-month Treasury Bills. The actual rate may vary. Approximately 95% of the net assets of a Fund will earn interest.

~~The~~(5) ~~Direxion~~Authorized ~~Daily~~Participants ~~Yen~~are ~~Bull~~generally 3Xrequired ~~Shares,~~to ~~the~~pay ~~Direxion~~fixed ~~Daily~~and ~~U.S.~~variable ~~Dollar~~create ~~Bull~~and 3Xredeem ~~Shares,~~fees ~~the~~of ~~Direxion~~$250 ~~Daily Euro Bull 3X Shares, the Direxion Daily Yen Bear 3X Shares, the Direxion Daily U.S. Dollar Bear 3X Shares,~~ and ~~the~~up ~~Direxion Daily Euro Bear 3X Shares are designed~~ to ~~track~~0.50% ~~a multiple or inverse multiple~~ of the ~~daily~~value ~~performance~~ of ~~the~~each ~~applicable~~order ~~currency~~they asplace ~~measured~~with by the UFunds.S. ~~Dollar.~~ These ~~Funds~~fixed ~~use~~and ~~the~~variable ~~4:00~~transaction ~~p.m.~~fees ~~(Eastern~~offset ~~Time)~~transaction ~~spot~~costs ~~prices~~incurred ~~of the applicable exchange rates as provided~~ by ~~Bloomberg, expressed in terms of U.S. Dollars per unit of foreign currency, as~~ the ~~basis for the spot prices of the underlying benchmark~~Funds. APlease ~~Currency~~see ~~Fund~~“Creation ~~does not necessarily directly or physically hold the underlying currency~~ and ~~may~~Redemption ~~instead seek exposure through the use~~ of ~~Financial~~Shares—Creation ~~Instruments~~and ~~whose~~Redemption ~~value~~Transaction ~~is based on the price of the underlying currency to pursue its investment objective~~Fee.”

~~Yen~~(6) Investors may pay customary brokerage commissions in connection with purchases of the Shares. Because such brokerage commission rates will vary from investor to investor, such brokerage commissions have not been included in the Breakeven Table. Investors are encouraged to review the terms of their brokerage accounts for applicable charges. The breakeven amount reflected in the Breakeven Table reflects the breakeven amount for investors in the secondary market. The breakeven amount for each Authorized Participant is equal to the sum of the breakeven amount for each applicable Fund plus the amount of transaction fees paid by each Authorized Participant for each applicable Fund.

~~The~~Breakeven ~~Yen~~Amounts is the national currency of Japan, which has the 2nd largest economy in the world. Japan is the 4th largest trading partner with United States of America. The approximate GDP of Japan was approximately $5 Trillion in 2009. The Bank of Japan manages Japan’s monetary policy.

~~Euro~~The estimated amount of all fees and expenses which are anticipated to be incurred by a new investor in Shares of each Fund during the first twelve months of investment is the following percentage per annum of Fund’s average daily NAV, plus the amount of any commissions charged by the investor’s broker:

The euro is the official currency of the Eurozone, consisting of Austria, Belgium, Cyprus, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia and Spain. The euro is managed and administered by the Frankfurt-based European Central Bank and the Eurosystem, composed of the central banks of the Eurozone countries.


Name of Fund	Percentage
Direxion Daily Crude Oil Bull 3X Shares		[	]%
Direxion Daily Crude Oil Bear 3X Shares		[	]%

~~DESCRIPTION~~Each OFFund ~~THE~~will ~~U.S.~~break ~~DOLLAR~~even ~~INDEX~~only if its daily return from trading, plus its daily interest income from high credit quality short-term fixed income securities, equals its fees and expenses per annum.

~~The~~Management ~~ICE~~Fee U.S. Dollar Index (USDX®) Futures, is a leading benchmark for the international value of the US dollar and the world's most widely-recognized, publicly-traded currency index. The US Dollar Index contains six component currencies: the Euro, Japanese Yen, British Pound, Canadian Dollar, Swedish Krona and Swiss Franc. The index uses a geometric weighting scheme, with the previously mentioned currencies having respective weights of 0.576, 0.136, 0.119, 0.091, 0.042, and 0.036. There are no regularly scheduled adjustments or rebalancings of the index, and the index has only been adjusted once, when the euro was introduced.

45Each Fund pays the Sponsor a management fee (the “Management Fee”), monthly in arrears, in an amount equal to 0.95% per annum of its average daily NAV. No other management fee is paid by the Fund. The Management Fee is paid in consideration of the Sponsor’s trading advisory services and the other services provided to the Funds that the Sponsor pays directly.

~~NEITHER~~Organizational ~~THE~~and ~~PUBLICATION~~Offering OFExpenses THE USDX NOR THE LICENSING OF THE USDX TRADEMARKS BY ICE FUTURES U.S., INC. OR ITS AFFILIATES FOR USE IN CONNECTION WITH SECURITIES OR OTHER FINANCIAL PRODUCTS DERIVED FROM SUCH INDEX IN ANY WAY SUGGESTS OR IMPLIES A REPRESENTATION OR OPINION BY ICE FUTURES U.S., INC. OR ANY SUCH AFFILIATES AS TO THE ATTRACTIVENESS OF INVESTMENT IN ANY SECURITIES OR OTHER FINANCIAL PRODUCTS BASED UPON OR DERIVED FROM SUCH INDEX. ICE FUTURES U.S., INC. IS NOT THE ISSUER OF ANY SUCH SECURITIES OR OTHER FINANCIAL PRODUCTS AND MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH INDEX OR ANY DATA INCLUDED OR REFLECTED THEREIN, NOR AS TO RESULTS TO BE OBTAINED BY ANY PERSON OR ANY ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED OR REFLECTED THEREIN.

~~DESCRIPTION~~Expenses OFincurred ~~THE~~in ~~S&P~~connection ~~500®~~with ~~DYNAMIC~~organizing ~~VEQTOR~~each ~~BENCHMARK~~Fund and the initial offering of each Fund’s Shares, including all Shares related to this Prospectus were paid by the Sponsor or its affiliates. The Sponsor or its affiliates will not be reimbursed in connection with the payment of the organizational and offering expenses.

~~The~~43 Direxion S&P 500® Dynamic VEQTOR Fund is designed to track the performance of the S&P 500® Dynamic VEQTOR Index. The S&P 500® Dynamic VEQTOR Index is a strategy index that makes daily allocations among: the S&P 500®, its equity component; the S&P 500® Short-Term VIX Futures Index, its volatility component; and the overnight LIBOR rate, its cash component. The S&P 500 tracks the U.S. equities market and includes 500 leading companies in leading industries of the U.S. economy. The S&P 500® Short-Term VIX Futures Index utilizes the prices of the two near-term VIX futures months, replicating a position that rolls the nearest month VIX futures to the next month VIX futures on a daily basis in equal fractional amounts. The Chicago Board Options Exchange (CBOE) Volatility Index (VIX) shows the market's expectation of 30-day volatility. It is constructed using the implied volatilities of a wide range of S&P 500® index options (S&P e-mini contracts).

TheTable S&P 500® Dynamic VEQTOR Index is designed with the intention of providing investors with a way to hedge against downside risk in the market using volatility, an indicator known for its negative correlation to stock returns. The S&P 500® Dynamic VEQTOR Index allocates between equity and volatility based on the combination of realized and implied volatility trend decision variables, and these allocations are evaluated on a daily basis. A stop-loss provision in the index’s methodology moves the index’s entire allocation to cash should the index drop more than 2 percent during the previous five business days. Unless the stop-loss is in place, S&P 500® Dynamic VEQTOR Index is entirely invested in either the S&P 500® or VIX futures. Under normal circumstances, the VIX allocation is between 2.5% and 40%, with the S&P 500® making up the rest. The allocation to VIX futures increases with increases in both implied and realized volatility. A total return version of the S&P 500® Dynamic VEQTOR Index is calculated, including accrual and reinvestment of dividends on the equity allocation, interest based on the three-month U.S. Treasury rate on the allocation to S&P 500® VIX Futures Series, and interest based on the Overnight LIBOR on the allocation to cash. An excess return version also is calculated, assuming no accruals from cash.Contents

~~S&P~~Brokerage ~~500®~~Commissions ~~Dynamic VEQTOR Index (collectively, the “S&P Indices”) is a trademark of The McGraw-Hill Companies, Inc.,~~ and ~~has~~Fees been licensed for use by the Trust. The Funds are not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the S&P Indices to track general stock market performance. S&P’s only relationship to the Funds is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the S&P Indices which are determined, composed and calculated by S&P or its third party licensors without regard to the Funds. S&P has no obligation to take the needs of the Funds or the owners of the Funds into consideration in determining, composing or calculating the S&P Indices. S&P is not responsible for and has not participated in the determination of the prices and amount of the Funds or the timing of the issuance or sale of the Funds or in the determination the net asset value of the Funds. S&P has no obligation or liability in connection with the administration, marketing or trading of the Funds.

~~NEITHER~~Each ~~S&P,~~Fund ~~ITS~~pays ~~AFFILIATES~~all ~~NOR~~brokerage ~~THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY~~commissions, ~~ACCURACY,~~including ~~TIMELINESS~~applicable ORexchange ~~COMPLETENESS OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS~~fees, ~~INCLUDING~~NFA ~~BUT~~fees ~~NOT~~and ~~LIMITED~~give-up TOfees, ~~ORAL~~pit ORbrokerage ~~WRITTEN~~fees ~~COMMUNICATIONS~~and ~~(INCLUDING~~other transaction ~~ELECTRONIC~~related ~~COMMUNICATIONS)~~fees ~~WITH~~and ~~RESPECT~~expenses ~~THERETO. S&P,~~charged ~~ITS~~in ~~AFFILIATES~~connection ~~AND~~with ~~THEIR~~trading ~~THIRD~~activities ~~PARTY~~for ~~LICENSORS~~each ~~SHALL~~Fund’s ~~NOT~~investments BEin ~~SUBJECT~~CFTC TOregulated ~~ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN~~investments. ~~S&P~~The ~~MAKES~~Sponsor NOwill ~~EXPRESS~~not ORreceive ~~IMPLIED~~any ~~WARRANTIES,~~portion ~~AND~~of ~~EXPRESSLY~~the ~~DISCLAIMS~~brokerage ~~ALL~~commissions ~~WARRANTIES~~incurred OFby ~~MERCHANTABILITY~~a ~~OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE S&P INDICES OR ANY DATA INCLUDED THEREIN~~Fund. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

46Routine Operational, Administrative and Other Ordinary Expenses

~~USE~~Each OFFund ~~PROCEEDS~~pays all of its routine operational, administrative and other ordinary expenses, including, but not limited to (i) the routine expenses associated with the preparation and, if required, the printing and mailing of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities, Trust meetings and preparing, printing and mailing proxy statements to Shareholders; (ii) the payment of any distributions related to redemption of Shares; (iii) payment for routine services of the Trustee, legal counsel and independent accountants; (iv) payment for routine accounting, bookkeeping, administration, custody, transfer agency services and compliance services, whether performed by an outside service provider or by Affiliates of the Sponsor; (v) licensing fees; (vi) postage and insurance; (vii) costs and expenses associated with investor relations including K-1 services; (viii) costs of preparation of all federal, state, local and foreign tax returns and any taxes payable on the income, assets or operations of the Fund; and (ix) extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto). The Sponsor may, in its discretion, pay or reimburse the Fund for, or waive a portion of its management fee to offset, expenses that would otherwise be borne by the Fund.

~~Substantially~~Selling ~~all~~Commission of the proceeds of the offering of the Shares of each Fund are used by each Fund to enter into Financial Instruments relating to that Fund’s benchmark in combination with cash or cash equivalents and/or U.S. Treasury Securities or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. or the applicable foreign currency with respect to a Currency Fund) that may be used to collateralize swap agreements or forward contracts or deposited with FCMs as margin in connection with any futures transactions. The Leveraged Funds benchmarked against a commodity are built to provide an investor three times (e.g., 3X) or the inverse of three times (e.g., -3x) exposure on a daily basis to the commodity. The Leveraged Funds benchmarked against a currency are built to provide an investor three times (e.g., 3x) or the inverse of three times (e.g., -3x) exposure on a daily basis to the currency. The Bull Funds that are benchmarked against a commodity are designed to go up as the value of the commodity goes up on a daily basis. The Bull Funds that are benchmarked against a currency are designed to go up as the value of the currency goes up on a daily basis. The Bear Funds that are benchmarked against a commodity are built to go up as the value of the commodity goes down on a daily basis. The Bear Funds that are benchmarked against a currency are built to go up as the value of the currency goes down on a daily basis.

ToRetail ~~the~~investors ~~extent~~may ~~that~~purchase aand ~~Fund~~sell ~~trades~~Shares inthrough ~~futures~~traditional ~~contracts~~brokerage onaccounts. ~~United~~Investors ~~States~~are ~~exchanges,~~expected ~~the~~to ~~assets~~be ~~deposited~~charged a customary commission by ~~such~~their ~~Fund~~brokers ~~with~~in ~~its~~connection ~~FCM~~with ~~(or~~purchases ~~another~~of ~~eligible~~Shares ~~financial~~that ~~institution,~~will asvary ~~applicable)~~from asinvestor ~~margin~~to ~~must~~investor. beInvestors ~~segregated~~are ~~pursuant~~encouraged to review the ~~regulations~~terms of ~~the~~their ~~CFTC~~brokerage accounts for applicable charges. ~~Such~~Also, ~~segregated~~the ~~funds~~excess, ~~may~~if beany, ~~invested~~of ~~only~~the inprice at which an Authorized Participant sells a ~~limited~~Share ~~range~~over the price paid by such Authorized Participant in connection with the creation of ~~instruments—principally~~such ~~U.S.~~Share ~~government~~in ~~obligations~~a toCreation ~~margin~~Unit ~~futures~~may ~~and~~be ~~forward~~deemed ~~contract~~to ~~positions~~be underwriting compensation.

~~The~~Creation ~~Sponsor has selected PBC as its initial FCM. PBC, in its capacity as a registered FCM, serves as a clearing broker to the Trust~~ and ~~each~~Redemption ~~Fund~~Fees and as such arranges for the execution and clearing of each Fund’s futures and options on futures transactions. PBC acts as clearing broker for many other funds and individuals. PBC is registered as a FCM with the CFTC and is a member of the NFA. PBC is a clearing member of the CBOT, CME, NYMEX, and all other major United States commodity exchanges. PBC is not affiliated with and does not act as a supervisor of the Trust or any Fund or the Sponsor, the Trustee, the Administrator, or the Custodian. PBC is not acting as an underwriter or sponsor of the offering of the Shares and has not passed upon the merits of participating in this offering. PBC has not passed upon the adequacy of this Prospectus or on the accuracy of the information contained herein. PBC does not provide any commodity trading advice regarding any Funds’ trading activities. Investors should not rely upon PBC in deciding whether to invest in any Fund or retain their interests in any Fund. Prospective subscribers should also note that the Sponsor may select additional clearing brokers or replace PBC as each Fund’s clearing broker.

ToAuthorized ~~the~~Participants ~~extent,~~may ifpay ~~any,~~a ~~that~~$250 afee ~~Fund~~for ~~enters~~each ~~into~~Creation ~~trades~~Unit inthat ~~futures~~is onpurchased ~~markets~~or ~~other~~redeemed. ~~than~~In ~~regulated~~addition ~~United~~to ~~States~~the ~~futures~~$250 ~~exchanges~~fee, ~~funds~~an ~~deposited~~Authorized Participant may pay a variable fee up to ~~margin~~0.50% ~~positions~~of ~~held~~the onvalue ~~such~~of ~~exchanges~~the ~~are~~Creation ~~invested~~Unit inthat ~~bank~~was ~~deposits~~purchased or redeemed. An Authorized Participant must purchase or redeem shares of each Fund in ~~instruments~~units of a50,000. The ~~credit~~per ~~standing~~share ~~generally~~price ~~comparable~~of tothe ~~those~~Shares ~~authorized~~offered in bythe Creation Units is the ~~CFTC~~total ~~for~~net ~~investment~~assets of ~~“customer~~each ~~segregated~~Fund ~~funds,”~~as ~~although~~calculated ~~applicable~~as ~~CFTC~~of ~~rules~~the ~~prohibit~~close ~~funds~~of ~~employed~~the inNYSE ~~trading~~Arca on ~~foreign~~that ~~exchanges~~day, ~~from~~divided ~~being~~by ~~deposited~~the innumber ~~“customer~~of ~~segregated~~issued ~~fund~~and ~~accounts~~outstanding Shares.”

47Other Transaction Costs

The ~~Sponsor,~~Fund abears ~~registered~~other ~~commodity~~transaction ~~pool~~costs ~~operator~~including ~~and~~the ~~commodity~~effects of trading ~~advisor~~spreads and financing costs associated with the use of Financial Instruments, isand ~~responsible~~costs ~~for~~relating to the ~~cash~~purchase ~~management~~of ~~activities~~U.S. Treasury Securities or similar high credit quality short-term fixed-income or similar securities (such as shares of ~~each~~money ~~Fund~~market funds, ~~including~~bank ~~investing~~deposits, inbank ~~cash~~money ~~equivalents~~market ~~that~~accounts, ~~serve~~certain variable asrate-demand ~~collateral~~notes ~~for~~and repurchase agreements collateralized by government securities). Such other transaction related fees and expenses include costs embedded in the ~~Financial~~purchase ~~Instruments~~or assale ~~described~~price ~~above~~of the instrument being purchased or sold and may not be readily estimated. Each Fund intends its Shares to be offered in highly liquid markets and therefore expect costs relating to trading spreads will be low.

~~CHARGES~~44

Breakeven Table of Contents

~~The~~FUTURES ~~projected~~COMMISSION ~~twelve~~MERCHANT ~~month breakeven analysis for each Fund is set forth in the Breakeven Table below.~~

~~[Tables~~ADM toInvestor beServices, ~~inserted~~Inc. by(“ADM”), ~~amendment]~~in its capacity as a registered Futures Commission Merchant, will serve as each Fund’s clearing broker and as such will arrange for the execution and clearing of each Fund’s futures and options on futures transactions. ADM acts as clearing broker for many other funds and individuals.

Breakeven Amounts
The estimated amount of all fees and expenses which are anticipated to be incurred by a new investor in Shares of each Fund during the first twelve months of investment is the following percentage per annum of Fund’s average daily NAV, plus the amount of any commissions charged by the investor’s broker:
Name of Fund	Percentage
Direxion Daily Gold Bull 3X Shares	[___]%
Direxion Daily Gold Bear 3X Shares	[___]%
Direxion Daily Silver Bull 3X Shares	[___]%
Direxion Daily Silver Bear 3X Shares	[___]%
Direxion Daily Japanese Yen Bull 3X Shares	[___]%
Direxion Daily Japanese Yen Bear 3X Shares	[___]%
Direxion Daily U.S. Dollar Bull 3X Shares	[___]%
Direxion Daily U.S. Dollar Bear 3X Shares	[___]%
Direxion Daily Euro Bull 3X Shares	[___]%
Direxion Daily Euro Bear 3X Shares	[___]%
Direxion S&P 500® Dynamic VEQTOR Shares	[___]%

ADM is a registered futures commission merchant and is a member of the National Futures Association. Its main office is located at 141 W. Jackson Blvd., Suite 2100A, Chicago, IL 60604.

~~Each~~The ~~Fund~~investor ~~will~~should ~~break~~be ~~even~~advised ~~only~~that ifADM ~~its~~is ~~daily~~not ~~return~~affiliated ~~from~~with and does not act as a supervisor of the Fund or the Fund’s commodity trading advisors, ~~plus~~investment ~~its~~managers, ~~daily~~trustees, ~~interest~~general ~~income~~partners, ~~from~~administrators, ~~high~~transfer ~~credit~~agents, ~~quality~~registrars ~~short-term~~or ~~fixed~~organizers. ~~income securities~~Additionally, ~~equals~~ADM ~~its~~is ~~fees~~not acting as an underwriter or sponsor of the offering of any shares or interests in the Fund and ~~expenses~~has ~~per~~not ~~annum~~passed upon the merits of participating in this offering.

~~Organization~~ADM ~~and~~has ~~Offering~~not ~~Stage~~passed upon the adequacy of this Memorandum or on the accuracy of the information contained herein. Additionally, ADM does not provide any commodity trading advice regarding the Fund’s trading activities. Investors should not rely upon ADM in deciding whether to invest in the Fund or retain their interests in the Fund. Investors should also note that the Fund may select additional clearing brokers or replace ADM as the Fund’s clearing broker.

~~Organization~~Litigation and ~~Offering~~Regulatory ~~Expenses~~Disclosure Relating to FCMs

~~The~~ADM ~~Trust~~Investors ~~has paid expenses incurred in connection with organizing each Fund and the initial offering of each Fund’s shares~~Services, ~~and the Sponsor will not charge its fee in the first year of operations of each Fund in an amount equal to the organization and offering expenses~~Inc. ~~The~~(ADM) Sponsor will reimburse a Fund to the extent that its organizational and offering costs exceed xx% of its average daily NAV for the first year of operations. Normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of the Fund’s trading operations are paid by the Sponsor.

~~Organization~~ADM ~~and~~is ~~offering~~a ~~expenses~~registered ~~mean~~futures ~~those~~commission ~~expenses~~merchant ~~incurred~~and inis ~~connection~~a ~~with~~member of the ~~Trust’s~~National ~~formation,~~Futures ~~the~~Association. ~~qualification~~Its ~~and~~main ~~registration~~office ofis ~~the~~located ~~Shares~~at of141 ~~each~~W. Jackson ~~Fund~~Blvd., ~~and~~Suite in2100A, ~~offering~~Chicago, ~~distributing~~IL ~~and~~60604. ~~processing~~In the ~~Shares~~normal course of ~~each~~its ~~Fund under applicable federal law~~business, ~~and~~ADM ~~any~~is ~~other~~involved ~~expenses~~in ~~actually~~various ~~incurred~~legal ~~and,~~actions ~~directly~~incidental orto ~~indirectly,~~its ~~related~~commodities tobusiness. ~~the~~None ~~organization~~ of ~~each~~these ~~offering~~actions ofare ~~the~~expected ~~Shares~~either ofindividually ~~such~~or ~~Fund,~~in ~~including,~~aggregate ~~but~~to ~~not~~have ~~limited~~a material ~~to,~~adverse ~~expenses~~impact ~~such~~on ~~as:~~ADM.

·Neither ~~initial~~ADM ~~SEC~~nor ~~registration~~any ~~fees~~of ~~and~~its ~~SEC~~principals have been the subject of any material administrative, civil or criminal actions within the past five years, except the CFTC Order entered on September 30, 2013. In the September 30, 2013 order, the CFTC found that prior to July, 2011, ADM combined the funds of certain ADM affiliates with the funds of customers in violation of Section 4d(a)(2) of the Commodity Exchange Act and ~~FINRA~~Commission Regulation 1.20(c). The ~~filing~~order ~~fees;~~imposed a civil monetary penalty of $425,000.

·Margin ~~costs~~Levels ofExpected ~~preparing,~~to ~~printing~~be ~~(including~~Held ~~typesetting),~~at ~~amending, supplementing, mailing and distributing~~ the ~~Registration~~FCM ~~Statement, the exhibits thereto and this Prospectus;~~

·In the ~~costs~~future, ofthe ~~qualifying,~~Funds ~~printing~~will ~~(including~~disclose ~~typesetting),~~certain ~~amending,~~information ~~supplementing~~relating ~~and~~to ~~mailing~~margin ~~sales~~levels ~~materials~~held ~~used~~at inthe ~~connection~~FCM ~~with~~based on how each Fund will be managed. While the ~~offering~~portfolio ~~and~~composition ~~issuance~~may vary over time, it is not expected that any Fund will ever have futures exposure greater than 300% of Fund assets. Thus the ~~Shares;~~maximum margin held at an FCM would not exceed three times the margin requirement. The margin levels expected would be based upon current exchange requirements for non-hedger accounts. It is possible that a Fund’s FCM will require margins greater than the levels set by the relevant exchange and it is also possible that a Fund may qualify for the lower margin levels available to hedge accounts.

·As ~~accounting~~of the date of this Prospectus, ~~auditing~~no ~~and~~fund ~~legal~~held ~~fees~~futures ~~(including~~contracts. ~~disbursements~~The Funds ~~related~~expect ~~thereto)~~to ~~incurred~~hold futures contracts in ~~connection~~the ~~therewith~~future.

48The Funds receive the income on any securities or other property of the Fund transferred to the FCM to fulfill requirements for margin to be held by the FCM in respect of commodity interests, and receive a negotiated portion of any income derived by the FCM in respect of any cash transferred to the FCM and held for this purpose.

~~Operational~~45 ~~Stage~~

ManagementTable Feeof Contents

~~Each~~MATERIAL ~~Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to xx% per annum of its average daily NAV~~U. ~~No other management fee is paid by the Fund~~S. ~~The~~FEDERAL ~~Management~~INCOME ~~Fee~~TAX isCONSIDERATIONS ~~paid in consideration of the Sponsor’s trading advisory services and the other services provided to the Funds that the Sponsor pays directly.~~

~~Licensing~~The ~~Fees~~following discussion describes the material United States federal (and certain state and local) income tax considerations associated with the purchase, ownership and disposition of Shares as of the date hereof by United States Shareholders (as defined below) and non-United States Shareholders (as defined below). Except where noted, this discussion deals only with Shares held as capital assets by shareholders who acquired Shares by purchase and does not address special situations, such as those of:

~~The~~• ~~Sponsor~~dealers ~~pays~~in ~~[_____,~~securities ~~____~~or ~~and ___] licensing fees for each use of the [____, ____ and ____] indices, respectively, used as a benchmark for a Fund.]~~commodities;

~~Routine~~• ~~Operational,~~financial ~~Administrative and Other Ordinary Expenses~~institutions;

~~The~~• ~~Sponsor~~regulated ~~pays~~investment all of the routine operational, administrative and other ordinary expenses of each Fund, generally, as determined by the Sponsor, including, but not limited to, fees and expenses of the Administrator, Custodian, Distributor, Transfer Agent, accounting and audit fees and expenses, tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding [___]% per annum of the NAV of a Fund, FINRA filing fees, individual K-1 preparation and mailing fees not exceeding [___]% per annum of the NAV of a Fund, and report preparation and mailing expenses.companies;

~~Non-Recurring~~• ~~Fees~~real ~~and~~estate ~~Expenses~~investment trusts;

~~Each~~• ~~Fund~~partnerships ~~pays all of its non-recurring~~ and ~~unusual~~persons ~~fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are fees and expenses which are unexpected or unusual~~ in ~~nature,~~their ~~such~~capacity as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the Funds. Routine operational, administrative and other ordinary expenses are not deemed extraordinary expenses.partners;

~~Selling~~• ~~Commission~~tax-exempt organizations;

~~Retail~~• ~~investors~~insurance may purchase and sell Shares through traditional brokerage accounts. Investors are expected to be charged a customary commission by their brokers in connection with purchases of Shares that will vary from investor to investor. Investors are encouraged to review the terms of their brokerage accounts for applicable charges. Also, the excess, if any, of the price at which an Authorized Participant sells a Share over the price paid by such Authorized Participant in connection with the creation of such Share in a Creation Unit may be deemed to be underwriting compensation.companies;

~~Brokerage~~• ~~Commissions~~persons ~~and~~holding ~~Fees~~Shares as a part of a hedging, integrated or conversion transaction or a straddle;

~~Each~~• ~~Fund~~traders ~~pays~~in ~~all~~securities ~~brokerage~~that ~~commissions,~~elect ~~including~~to ~~applicable~~use ~~exchange~~a ~~fees, NFA fees and give~~mark-upto-market ~~fees,~~method ~~pit~~of ~~brokerage~~accounting ~~fees and other transaction related fees and expenses charged in connection with trading activities~~ for ~~each~~their ~~Fund’s~~securities ~~investments~~holdings; ~~in CFTC regulated investments.~~or

~~Other~~• ~~Transaction~~persons ~~Costs~~liable for alternative minimum tax.

~~The~~Furthermore, ~~Funds~~the ~~bear~~discussion ~~other~~below ~~transaction~~is ~~costs~~based ~~including~~ upon the ~~effects~~provisions of ~~trading~~the ~~spreads~~Internal ~~and~~Revenue ~~financing~~Code ~~costs associated with the use~~ of ~~Financial Instruments~~1986, ~~and~~as ~~costs~~amended ~~relating~~(the to“Code”), the ~~purchase of U.S.~~ Treasury ~~Securities~~regulations orpromulgated ~~similar~~thereunder ~~high~~(the ~~credit~~“Regulations”), ~~quality~~and ~~short-term~~administrative ~~fixed-income~~and orjudicial ~~similar~~interpretations ~~securities~~thereof, ~~(such~~all as ~~shares~~ of ~~money~~the ~~market funds~~date hereof, ~~bank~~and ~~deposits,~~such ~~bank~~authorities ~~money~~may ~~market~~be ~~accounts~~repealed, ~~certain~~revoked, ~~variable~~modified ~~rate-demand~~or ~~notes~~subject ~~and~~to ~~repurchase~~differing ~~agreements~~interpretations, ~~collateralized~~possibly byon ~~government~~a ~~securities~~retroactive basis, ~~whether~~so ~~denominated~~as into ~~U.S.~~result orin ~~the~~United ~~applicable~~States ~~foreign~~federal ~~currency~~income ~~with~~tax ~~respect~~consequences todifferent afrom ~~Currency~~those ~~Fund)~~described below.

49A “U.S. Shareholder” of Shares means a beneficial owner of Shares that is for United States federal income tax purposes:

~~WHO~~• ~~MAY~~an ~~SUBSCRIBE~~individual that is a citizen or resident of the United States;

~~Only~~• ~~Authorized Participants may create or redeem Creation Units. Each Authorized Participant must (1) be~~ a ~~registered~~corporation ~~broker-dealer~~ (or other ~~securities~~entity ~~market~~taxable ~~participant such~~ as a ~~bank~~corporation) created or ~~other~~organized ~~financial institution which is not required to register as a broker-dealer to engage~~ in ~~securities~~or ~~transactions,~~under ~~(2)~~the belaws aof ~~participant~~the inUnited ~~DTC~~States, ~~and~~any ~~(3)~~state ~~have~~thereof ~~entered~~or ~~into an agreement with~~ the ~~Trust~~District ~~and~~of ~~the Sponsor (an Authorized Participant Agreement).~~Columbia;

~~CREATION~~• ~~AND~~an ~~REDEMPTION~~estate OFthe ~~SHARES~~income of which is subject to United States federal income taxation regardless of its source; or

~~Each~~• ~~Fund~~a ~~creates~~trust ~~and~~if ~~redeems~~it ~~Shares~~(1) ~~from~~is ~~time~~subject to ~~time,~~the ~~but~~primary ~~only~~supervision inof a court within the United States and one or more ~~Creation Units~~U.S. Apersons ~~Creation~~have ~~Unit~~the isauthority ato ~~block~~control all substantial decisions of ~~50,000~~such ~~Shares.~~trust ~~Except~~or ~~when~~(2) ~~aggregated~~has a valid election in ~~Creation~~effect ~~Units,~~under ~~the~~applicable ~~Shares~~Regulations ~~are~~to ~~not~~be ~~redeemable~~treated ~~securities~~as a U.S. person.

~~Authorized~~A ~~Participants~~“non-U.S. ~~pay~~Shareholder” ~~a fixed transaction fee~~ of ~~$[250]~~Shares inmeans ~~connection with each order to create or redeem~~ a beneficial ~~Creation~~owner ~~Unit~~ of Shares in order to compensate [Bank of New York Mellon] for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions. Authorized Participants pay a variable transaction fee of up to [___]% of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of transaction fee. The variable transaction fee is [___]% for ~~the~~United ~~Commodity~~States ~~Funds~~federal ~~and~~income ~~[___]%~~tax ~~for~~purposes: ~~the Currency Funds. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors.~~

~~The~~• ~~form~~an ofindividual ~~Authorized~~that ~~Participant~~is Agreement and related Authorized Participant Handbook set forth the procedures for the creation and redemption of Creation Units and for the payment of cash required for such creations and redemptions. The Sponsor may delegate its duties and obligations under the form of Authorized Participant Agreement to Foreside or the Administrator without consent from any shareholder or Authorized Participant. The form of Authorized Participant Agreement and the related procedures attached thereto may be amended by the Sponsor without the consent of any shareholder or Authorized Participant. Authorized Participants who purchase Creation Units from a ~~Fund~~nonresident receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Fund, and no such person has any obligation or responsibility to the Sponsor or the Fund to effect any sale or resale of Shares.alien;

~~Authorized~~• ~~Participants are cautioned that some of their activities may result in their being deemed participants in~~ a ~~distribution~~foreign in a manner which would render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the Securities Act of 1933, as amended (the “1933 Act”), as described in “Plan of Distribution.”corporation;

~~Each~~• ~~Authorized Participant must be registered as~~ a ~~broker-dealer~~foreign ~~under~~estate; ~~the Exchange and regulated by FINRA,~~ or is exempt from being, or otherwise is not be required to be, so regulated or registered, and is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may be regulated under federal and state banking laws and regulations. Each Authorized Participant has its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.

~~Authorized~~• ~~Participants~~a ~~may~~foreign ~~act for their own accounts or as agents for broker -dealers, custodians and other securities market participants that wish to create or redeem Creation Units~~trust.

~~Persons~~46 interested in purchasing Creation Units should contact the Sponsor or the Administrator to obtain the contact information for the Authorized Participants. Shareholders who are not Authorized Participants are only able to redeem their Shares through an Authorized Participant.

PursuantTable to the Authorized Participant Agreement, the Sponsor agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the 1933 Act, and to contribute to the payments the Authorized Participants may be required to make in respect of those liabilities.Contents

~~The~~If ~~following~~a ~~description~~partnership ofor ~~the~~other ~~procedures~~entity or arrangement treated as a partnership for ~~the~~United ~~creation~~States federal ~~and~~income ~~redemption~~tax ofpurposes ~~Creation~~holds ~~Units~~Shares, isthe ~~only~~tax atreatment ~~summary~~of ~~and~~a anpartner ~~investor~~will ~~should~~generally ~~refer~~depend toupon the ~~relevant~~status ~~provisions~~ of the ~~Trust~~partner ~~Agreement~~ and the ~~form~~activities of ~~Authorized~~the ~~Participant Agreement for more detail~~partnership. The Trust ~~Agreement~~urges ~~and~~any ~~the~~investor ~~form~~that ofis ~~Authorized~~a ~~Participant~~partner ~~Agreement~~of ~~are~~a ~~filed~~partnership asholding ~~exhibits~~Shares, to consult ~~the~~such ~~registration~~investor’s ~~statement~~own oftax ~~which this Prospectus is a part~~adviser.

50No statutory, administrative or judicial authority directly addresses the treatment of Shares or instruments similar to Shares for United States federal income tax purposes. As a result, the Trust cannot assure investors that the IRS or the courts will agree with the tax consequences described herein. A different treatment from that described below could adversely affect the amount, timing and character of income, gain or loss in respect of an investment in the Shares. If an investor is considering the purchase of Shares, the Trust urges investors to consult their own tax adviser concerning the particular United States federal income tax consequences to investors of the purchase, ownership and disposition of Shares, as well as any consequences to investors arising under the laws of any other taxing jurisdiction.

~~Creation~~Status ~~Procedures~~of the Funds

OnGenerally, ~~any~~a ~~day~~partnership ~~other~~is ~~than~~not a ~~day~~taxable ~~when~~entity ~~any~~for ofUnited ~~the~~States ~~NYSE~~federal ~~Arca,~~income ~~the~~tax ~~NYSE,~~purposes and asincurs ~~applicable~~no toUnited ~~the~~States ~~underlying~~federal ~~benchmark,~~income ~~the~~tax liability. ~~CME,~~Section ~~the~~7704 ~~CBOT,~~of the ~~ICE/NYBOT,~~Code ~~the~~provides ~~LME~~that orpublicly ~~the~~traded ~~NYMEX/COMEX~~partnerships isare ~~closed~~generally ~~for~~taxed ~~regular~~as ~~trading~~corporations. ~~(“Business Day”)~~However, an ~~Authorized~~exception ~~Participant~~exists ~~may~~with ~~place~~respect anto ~~order~~publicly ~~with~~traded ~~the~~partnerships ~~Distributor~~of towhich ~~create~~90% ~~one~~ or more ~~Creation~~of ~~Units.~~the ~~Purchase~~gross ~~orders~~income ~~must~~during beeach taxable ~~placed~~year ~~one~~consists ~~hour~~of ~~prior~~“qualifying toincome” within the ~~earliest~~meaning ~~applicable~~of ~~closing~~Section ~~time~~7704(d) of the ~~exchange~~Code, ~~upon~~or ~~which~~the aqualifying ~~benchmarked~~income ~~commodity~~exception. orQualifying ~~component~~income ofincludes andividends, ~~index~~interest, ~~trades~~capital orgains ~~upon~~from the ~~platform~~sale ~~which~~or aother ~~currency~~disposition isof ~~valued.~~stocks and Ifdebt ainstruments ~~purchase~~and, ~~order~~in ~~is received prior to~~ the ~~applicable~~case ~~cut-off~~of ~~time,~~a ~~the~~partnership ~~day on which Foreside receives~~ a ~~valid~~principal ~~purchase~~activity ~~order~~of which is the ~~purchase~~buying ~~order~~and ~~date.~~selling Ifof ~~the~~commodities ~~purchase~~or ~~order~~certain ispositions ~~received~~with ~~after~~respect ~~the~~to ~~applicable cut-off time~~commodities, ~~the~~income ~~purchase~~and ~~order~~gains ~~date~~derived ~~will~~from beswap ~~the~~agreements ~~next~~or ~~day.~~regulated ~~Purchase~~futures ~~orders~~or forward ~~are~~contracts ~~irrevocable.~~with Byrespect ~~placing~~to acommodities. ~~purchase~~Each ~~order,~~Fund ~~and~~anticipates ~~prior~~that toat ~~delivery~~least 90% of ~~such~~its ~~Creation~~gross ~~Units,~~income anfor ~~Authorized~~each ~~Participant’s~~taxable ~~DTC~~year ~~account~~ will beconstitute ~~charged~~qualifying income within the ~~nonrefundable~~meaning ~~transaction~~of ~~fee~~Section ~~due~~7704(d) ~~for~~of the ~~purchase order~~Code.

~~Determination~~Under current law and assuming full compliance with the terms of ~~required~~the ~~payment~~Trust Agreement (and other relevant documents) and based upon factual representations made by each Fund, in the opinion of Reed Smith, LLP, each Fund will be classified as a partnership and not as a publicly traded partnership taxable as a corporation for United States federal income tax purposes. The factual representations upon which Reed Smith, LLP has relied are: (a) the Fund has not elected and will not elect to be treated as a corporation for United States federal income tax purposes; and (b) for each taxable year, 90% or more of the Fund’s gross income will be qualifying income.

~~The~~There ~~total~~can ~~payment~~be ~~required~~no toassurance ~~create~~that ~~each~~the ~~Creation~~IRS ~~Unit~~will isnot assert that a Fund should be treated as a publicly traded partnership taxable as a corporation. No ruling has been or will be sought from the ~~NAV~~IRS, and the IRS has made no determination as to the status of ~~50,000~~a ~~Shares~~Fund for United States federal income tax purposes or whether the Fund’s operations generate “qualifying income” under Section 7704(d) of the ~~applicable~~Code. Whether a Fund onwill continue to meet the ~~purchase~~qualifying ~~order~~income ~~date~~exception ~~plus~~is a matter that will be determined by the ~~applicable~~Fund’s ~~transaction~~operations ~~fee~~and the facts existing at the time of future determinations. ~~Authorized~~However, ~~Participants~~each ~~have~~Fund’s aSponsor ~~cut-off~~will asuse ~~shown~~its best efforts to cause the operation of the Fund in such manner as is necessary for the ~~table~~Fund ~~below~~to continue to meet the qualifying income exception.

Fund	Create/Redeem Cutoff	NAV Calculation Time
Direxion Daily Gold Bull 3X Shares	3:40 p.m. (Eastern Time)	4:00 p.m. (Eastern Time)
Direxion Daily Gold Bear 3X Shares	3:40 p.m. (Eastern Time)	4:00 p.m. (Eastern Time)
Direxion Daily Silver Bull 3X Shares	3:40 p.m. (Eastern Time)	4:00 p.m. (Eastern Time)
Direxion Daily Silver Bear 3X Shares	3:40 p.m. (Eastern Time)	4:00 p.m. (Eastern Time)
Direxion Daily Japanese Yen Bull 3X Shares	3:40 p.m. (Eastern Time)	4:00 p.m. (Eastern Time)
Direxion Daily Japanese Yen Bear 3X Shares	3:40 p.m. (Eastern Time)	4:00 p.m. (Eastern Time)
Direxion Daily U.S. Dollar Bull 3X Shares	3:40 p.m. (Eastern Time)	4:00 p.m. (Eastern Time)
Direxion Daily U.S. Dollar Bear 3X Shares	3:40 p.m. (Eastern Time)	4:00 p.m. (Eastern Time)
Direxion Daily Euro Bull 3X Shares	3:40 p.m. (Eastern Time)	4:00 p.m. (Eastern Time)
Direxion Daily Euro Bear 3X Shares	3:40 p.m. (Eastern Time)	4:00 p.m. (Eastern Time)
Direxion S&P 500® Dynamic VEQTOR Shares	3:40 p.m. (Eastern Time)	4:00 p.m. (Eastern Time)

If a Fund fails to satisfy the qualifying income exception described above (other than a failure which is determined by the IRS to be inadvertent and which is cured within a reasonable period of time after the discovery of such failure), the Fund will be treated as if it had transferred all of its assets, subject to its liabilities, to a newly formed corporation, on the first day of the year in which it failed to satisfy the exception, in return for stock in that corporation, and then distributed that stock to the shareholders in liquidation of their interests in the Fund. This contribution and liquidation generally should be tax free to shareholders of the relevant Fund so long as the Fund, at that time, does not have liabilities in excess of its tax basis in its assets. Thereafter, the Fund would be treated as a corporation for United States federal income tax purposes. If a Fund were taxable as a corporation in any taxable year, either as a result of a failure to meet the qualifying income exception described above or

~~Delivery~~47 ~~of Cash~~

CashTable required for settlement must be transferred directly to the Custodian through the DTC on a Delivery Versus Payment (DVP) basis. If the Custodian does not receive the cash by the market close on the third (3rd) Business Day following the purchase order date (T+3), such order may be charged interest for delayed settlement or cancelled. In the event a purchase order is cancelled, the Authorized Participant will be responsible for reimbursing the Fund for all costs associated with canceling the order including costs for repositioning the portfolio. At its sole discretion, the Sponsor may agree to a delivery date other than T+3. The Creation Unit will be delivered to the Authorized Participant upon the Custodian’s receipt of the purchase amount.Contents

~~Suspension~~ otherwise, its items of income, gain, loss and deduction would be reflected only on its tax return rather than being passed through to the shareholders, and its net income would be taxed to it at the income tax rates applicable to domestic corporations. In addition, any distribution made by the Fund would be treated as taxable dividend income, to the extent of the Fund’s current or ~~Rejection~~accumulated earnings and profits, or, in the absence of current ~~Purchase~~and ~~Orders~~accumulated earnings and profits, a nontaxable return of capital to the extent of each shareholder’s tax basis in its Shares, or taxable capital gain, after the shareholder’s tax basis in its Shares is reduced to zero. Taxation of a Fund as a corporation could result in a material reduction in a shareholder’s cash flow and after-tax return and thus could result in a substantial reduction of the value of the Shares of the Fund.

InThe ~~respect~~discussion ofbelow any Fund, the Sponsor may, in its discretion, suspend the right of repurchase, or postpone the purchase settlement date, (i) for any period during which any of the NYSE Arca, NYSE, CME, CBOT, ICE/ NYBOT, LME or NYMEX/COMEX is ~~closed~~based ~~other~~on ~~than~~Reed ~~for~~Smith ~~customary~~LLP’s ~~holidays~~opinion orthat ~~weekend~~each ~~closings~~Fund ~~or when trading~~ is ~~suspended~~and orwill ~~restricted~~continue onto ~~such~~be ~~exchanges~~classified ~~in any of the underlying commodities; (ii) for any period during which an emergency exists~~ as a ~~result~~partnership ofthat ~~which the fulfillment of a purchase order~~ is not ~~reasonably~~subject ~~practicable; or (iii) for such other period as the Sponsor determines~~ to becorporate ~~necessary~~income ~~for~~tax ~~the protection of the shareholders. The Sponsor will not be liable to any person or in any way~~ for ~~any~~United ~~loss~~States orfederal ~~damages~~income ~~that~~tax ~~may result from any such suspension or postponement~~purposes.

~~The~~U.S. ~~Sponsor~~Shareholders ~~also may reject a purchase order if:~~

51Treatment of Fund Income

·A itpartnership ~~determines~~does ~~that~~not incur United States federal income tax liability. Instead, each partner of a partnership is required to take into account its share of items of income, gain, loss, deduction and other items of the ~~purchase~~partnership. ~~order~~Accordingly, each shareholder in the Fund is required to include in income its allocable share of the Fund’s income, gain, loss, deduction and other items for the Fund’s taxable year ending with or within its taxable year. In computing a partner’s United States federal income tax liability, such items must be included, regardless of whether cash distributions are made by the partnership. Thus, shareholders in the Fund may be required to take into account taxable income without a corresponding current receipt of cash if the Fund generates taxable income but does not make cash distributions in ~~proper~~an ~~form;~~amount equal to, or if the shareholder is not able to deduct, in whole or in part, such shareholder’s allocable share of the Fund’s expenses or capital losses. Each Fund’s taxable year ends on December 31 unless otherwise required by law. Each Fund uses the accrual method of accounting.

·Shareholders must take into account their share of ordinary income realized by the ~~Sponsor~~respective Fund’s ~~believes~~investments, ~~that~~including from accruals of interest on the ~~purchase~~U.S. ~~order~~Treasury ~~would~~Bills ~~have~~or ~~adverse~~other ~~tax~~cash ~~consequences~~and tocash ~~any~~equivalents held in the Fund’s portfolio. Each Fund may hold U.S. Treasury Bills or ~~its~~other debt instruments with “acquisition discount” or “original issue discount”, in which case shareholders; in the Fund are required to include accrued amounts in taxable income on a current basis even though receipt of those amounts may occur in a subsequent year. Each Fund may also acquire U.S. Treasury Bills with “market discount.” Upon disposition of such obligations, gain would generally be required to be treated as interest income to the extent of the market discount, and shareholders in the Fund would be required to include as ordinary income their share of such market discount that accrued during the period the obligations were held by the Fund.

·The character and timing of income that the ~~order~~Fund ~~would~~earns from the positions in its investment strategy depends on the ~~opinion~~particular U.S. federal income tax treatment of ~~counsel~~each such position. The U.S. federal income tax treatment of certain positions is not always clear, and the IRS and Congress sometimes take steps which change the manner in which certain positions are taxed. For example, except as discussed below with respect to 1256 contracts, positions in currencies typically produce ordinary income

Filing Compare · Direxion Shares ETF Trust II