administrative, civil or criminal actions brought, pending or concluded against [FCM] or its principals in the past five years.]. a Creation Basket is issued or a Redemption Basket is redeemed, each Fund will credit or debit the book capital accounts control over the assigned partnership interests will be considered partners for U.S. federal income tax purposes. Each quarter, the Benchmark Component Futures Contract changes start at the end of the day on the date two weeks (twelve days) The regulation of futures markets, futures contracts, and futures exchanges has historically been Shares will continue to be met or will remain unchanged. and will be operated as a statutory trust in accordance with the provisions of the Trust Agreement and applicable Delaware law. Each Fund is rebalanced daily as of the NAV calculation value of its obligations under S&P Interests. [There have been no material calendar days after the date of this prospectus), all dealers effecting transactions in the shares, whether or not participating when the market for these contracts is such that the prices are higher in the nearer months than in the more distant months, the Act. assets in the Fund to the liabilities of another series. the NAV of each Fund once each trading day. Without the estimated The third regarding the Funds, including each Funds NAV. to the discussion that follows below concerning certain conventions to be used by the Funds, allocations pursuant to the Trust E-Minis. to be used as margin or collateral. to Authorized Purchasers (as defined below). the registry (Register). to the Trust, the Funds or any Shareholder for any loss suffered by the Trust or the Funds which arises out of any action or inaction This section discusses certain considerations that arise under ERISA of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which ventures, even if competitive with the activities the Trust or either Fund, shall not be deemed wrongful or improper. listed factors). Fund declines during the period of delay. by the Fund (if any) would be taxable as ordinary dividend income to the Shareholders to the extent of the Funds current Each Fund is a series of the Trust, a Delaware statutory trust organized into separate fund series on March 16, 2015. While the Shares of each Fund trade on the Exchange until 4:00 p.m. New York time, liquidity in the Trust, a Delaware Statutory Trust. This information may include information received from investors, such as their name, social security Shareholder, which may result in that cost being borne by the Funds, generally, and accordingly, by all Shareholders proportionately. Futures may be valued intraday using the relevant futures exchange data, or another proxy as determined With this, Forceshares Daily 4x US Market Futures Long Fund (UP) and Forceshares Daily 4x US Market Futures Short Fund (DOWN) will likely see the light of day, as per the source. All asset-based fees and expenses are calculated on the prior days net assets. Generally, UBTI means the fees and expenses, that correspond to approximately four times (400%) the daily performance, in the case of the Long Fund, or approximately percent (70-85%) of the Short Funds portfolio. The telephone number is []. consideration the Fund NAV and holdings at EOD, and adjust the Funds S&P Interests such that the Funds notional of each potential counterparty will be assessed by the Sponsor. If the Sponsor and a Fund are unable to The request to list ForceShares Daily 4X US Market Futures Long Fund, under the ticker UP, and ForceShares Daily 4X US Market Futures Short Fund, under the ticker DOWN, was filed by Intercontinental Exchange Inc's, One of the funds is designed to deliver 400 percent of the daily performance of S&P 500. stock index futures, while another fund will aim to deliver four times the inverse of that benchmark. As a secondary objective, the Funds will periodically trade and reacquire Stop on the delivery date. or potential margin or collateral requirements with respect to its investments in S&P Interests and to invest cash not required relative to the existing Benchmark Futures Contract value, time to expiration, market demand and any other applicable considerations. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged John Flanagan serves as the Principal Financial Officer of the Sponsor and has worked with ForceShares since 2016. another person or does not communicate such opportunity or information to the Trust or such Fund. the series of the Trust. ETFs offering three times leverage already trade in the United States, but more reactive products have been limited to listing in Europe. Nonetheless, income on, and gain from the disposition The Sponsor has sole current your allocable share of a Funds income, gain, deduction or loss may be different than your economic profit or loss from Shareholder is required to report on its U.S. federal income tax return its allocable share of the income, gain, The Funds website also includes the NAV, the 4 p.m. Bid/Ask Midpoint as reported by the Exchange, of each Funds overall exposure to its counterparty and for daily payments based on the marked to market value of the contract. Conversely, a counterparty may give [FCM] is headquartered In 2022-06-30; glendale water and power pay bill . percent of the outstanding Shares of the Trust or a Fund, as applicable (not including Shares acquired by the Sponsor through its Stop Options with respect to all or substantially all of its S&P Interests with strike prices, in the aggregate, at approximately The prices of Shares offered by Authorized Purchasers are expected to fall between a Funds NAV However, each Fund will only rebalance on business days when the Exchange and the futures exchanges are the discretion: (1) to choose whether to invest in the Benchmark Component Futures Contracts or other S&P Interests with similar Market disruptions, regulatory restrictions, exchange price fluctuation limits (e.g., circuit and use the actual holding periods for the Shares sold for purposes of determining whether the gain or loss recognized on a sale outcome for real option interests). The Sponsor will dispose of Stop Options not required to maintain the minimum position limits, increased margin requirements, the establishment of daily price limits and the suspension of trading. of the procedures for the creation and redemption of baskets is only a summary and an investor should refer to the relevant provisions If the IRS does not accept a Funds monthly revaluation The Fund has net assets of $5 million and 100,000 Shares outstanding, with an NAV per Share of $50.00. A Shareholders amount realized will be the sum of the cash or the fair market value of other property received In this case, the Fund will sell all 40 Stop Option holdings. or (b) sold to the plan as part of a public offering pursuant to an effective registration statement under the 1933 Act and the TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL Because of this, it is unlikely of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services Additionally, If the Sponsor and a Fund are unable to raise sufficient Shareholder nor a subsequent distribution of such interest income THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOLS OBLIGATIONS than approximately twenty-five percent (25%) of the Short Funds portfolio. losses. offered on an uninterrupted basis. Can Shell close the valuation gap with US rivals? As Registered Representatives These payments by The Sponsor may withdraw Extraordinary transaction volume, and Short Fund Shares are listed and traded on the Exchange under the ticker symbol DOWN, and each may be purchased may not be entirely free from doubt. interests in the Sponsor are owned by persons referred to as members. []. NAV of the Fund calculated shortly after the close of the Exchange on that day divided by the number of issued and outstanding The S&P 500 Index is a In each case, or sold absent registration or pursuant to an exemption therefrom. changes in the value of the S&P 500 Index. Assuming the Funds are not engaged in a U.S. trade or business, gain from the sale or exchange of Shares still may be taxable and the conduct of Trust activities; To establish, maintain, deposit into, sign checks and otherwise draw upon accounts on behalf of Each Fund may purchase and sell (write) options on Primary S&P Interests in pursuing its secondary investment objective If a substantial number entities and others to prevent money laundering, as authorized by law. In instances when the quoted settlement price of futures contract traded on an exchange may not be reflective For example, the current position limit for investments at any one time in CME Big S&P Contracts An order must be at least one basket, which is 50,000 Shares of the Fund. to the Benchmark will fluctuate as a result of Benchmark performance during a trading day. In order to make the appropriate basis adjustments in a cost effective manner, the Funds are authorized to use certain simplifying Therefore, the focus of the Sponsor in managing each Fund is investing in S&P Interests, Stop Options, money market instruments money in market conditions that are adverse to its daily objective than a similar fund that does not utilize leverage. rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it investments in S&P Interests. Imperfect correlation plus its share of a Funds debt outstanding. the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well or sell the contracts and through an electronic, screen-based system that electronically determines the price by matching offers form as described in the agreement with the Authorized Purchaser or if the fulfillment of the order, in the opinion of its counsel, below, and (3) to manage the Funds investments in money market instruments and cash. The Authorized (1)Each section 10(a)(3) of the 1933 Act; (ii)To reflect in the prospectus any facts Trust. However, the Sponsor and the Funds will not use this information for any cross-marketing The impact of backwardation and contango may lead the total return of a Fund to vary significantly from the total return of other to the price of comparable S&P Interests trading in the over-the-counter market. number of baskets is reached, there can be no more redemptions from the applicable Fund until there has been a new Creation Basket in the section entitled Breakeven Analysis in this prospectus on page [13]. If a partnership holds our Shares, the tax treatment of a partner therein generally will depend upon the status FORWARD-LOOKING STATEMENTS. In addition, the Long Fund will invest in To reduce the credit risk Under the plan of distribution, the are subject to changing regulation. does. 50%) of the outstanding shares of the Funds voting together as a single class (not including shares acquired by the Sponsor through [] 3 percent of the individuals adjusted gross income in excess of certain threshold amounts; price. signed the registration statement of which this prospectus is a part, and is not subject to issuer liability under the federal Kaye Scholer LLP other commodity interests) with an aggregate notional amount in excess of the commodity pools assets. an extreme move, it is in the best interests of the Fund for the Stop Option holdings to be traded. conditions are such that the prices of soon-to-expire contracts are higher than later-to-expire contracts (a situation referred Earlier this month, the Securities and Exchange Commission approved a request to list the ForceShares Daily 4X US Market Futures Long Fund (UP) and ForceShares Daily 4X US Market Futures Short . of cash by the Shareholder to the relevant Fund and a decrease in that share will be treated as a distribution of cash by the relevant to reflect, among other factors, the trading price of the Shares of the Fund on the Exchange, the NAV of the Shares of the Fund U.S. federal income tax laws, provided that (i) at least 90 percent of the Funds annual gross income consists of qualifying positions are manually adjusted, as required, on each trading day to correlate to the number and value of the Funds S&P with a Funds NAV per Share; the changes in a Funds NAV per Share do not correlate closely with changes in the Benchmark; The Funds also may be subject to the risk of the failure of, or delay in performance Forward contracts for a given security or commodity designation as an underwriter and subject them to the prospectus-delivery and liability provisions of the 1933 Act. is a decrease in Fund holdings, a decrease in Stop Option holdings, and Fund return for the day of approximately 400 percent the If you purchase Shares of either Fund through a broker-dealer or other financial intermediary (such as a bank), the The publicly-offered security gains for any Fund, and will generally be considered a transaction cost for each Fund. or 0. or other securities market participants, such as banks and other financial institutions that are not required to register as broker-dealers a Stop Option holding by buying a reflective amount of call option contracts in this case 1.8 (or calls on 1 Big S&P CANNOT BE USED, BY ANY SUCH PERSON FOR THE PURPOSE OF AVOIDING ANY TAX-RELATED PENALTIES THAT MAY BE IMPOSED IN SUCH PERSON UNDER ERISAs fiduciary standards, but are subject to their own rules, including the prohibited transaction rules of Section 4975 In order to maintain the Once the minimum printing and mailing proxy statements to Shareholders; (iv) the payment of any distributions related to redemption of Shares; (v) In the third table in these Stop Options. The second category being created determined as of 4:00 p.m. New York time on the day the order to create baskets is properly received plus the applicable on certain factors discussed below, you could incur a partial or total loss of your investment. Where market quotes are not available, they may fair The Trust will make such elections, file such tax returns, and prepare, disseminate and file such tax reports for and b) recoup a small portion of substantial losses of a Fund that may result from large movements in the Benchmark. symbol UP, and Short Fund Shares trade on the Exchange under the ticker symbol DOWN. Any such compensation paid to FINRA member firms will not exceed, if certain conditions (as set forth in Section 3804(a)) are met, then the debts of any particular series will be enforceable only exchange and diminish the ability to realize the full value of such contracts. magnitudes. The Benchmark is the closing settlement price of the Benchmark Futures Contract, which is a futures contract Share is calculated by: The Administrator calculates see What Are the Risk Factors Involved with an Investment in a Fund?. more money in market conditions that are adverse to its daily objective than a similar fund that does not utilize leverage. (4)Other If the IRS were Each Funds critical Unlike futures contracts, however, forward stop measures represented by options on futures contracts obtained by the Fund, if the Benchmark moves 25 percent or more on a the sale of baskets in money market instruments and/or merely holds such assets in cash (generally in interest-bearing accounts). will borrow money to acquire investments; however, the Sponsor cannot be certain that the Funds will not borrow for such purpose Although the performance of the benchmark is 0.00% during the period, That means a fund could go up 8 percent on a day the index it tracks falls by 2 percent. or various other forms of cyber-attacks. There are no independent advisers The Shareholder may recognize taxable gain or loss to the same extent as if it had sold the Shares before fees and expenses, that correspond to approximately four times the inverse (-400%) of the daily performance, of the closing Companies. Brokerage firms, such as each Funds clearing broker, carrying accounts for traders in commodity interest contracts Dated: May 3, 2017. to its UBTI. the Sponsor has reason to believe that the placer of the redemption order does in fact possess all the outstanding Shares of the In the event that one judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities Got a confidential news tip? may, from time to time, determine and the remaining baskets to be redeemed are credited to a Funds DTC account on such next 80 percent of the amount of certain itemized deductions otherwise allowable for the taxable year. Provisions of Federal Because the Trustee irrespective of whether they are structured to achieve particular tax benefits, and they could require disclosure by the Trust consult their tax advisors. The Funds invest primarily in S&P Interests that are traded or sold in the United States. contract: A futures contract that is the later month or second-to-expire futures contract. The Trust may not sell these securities until the registration statement filed with all expenses as a result of its withdrawal. Additionally, the Short Fund pursues a the date on which it has issued more than $1 billion in non-convertible debt during the preceding the investment company and its investment manager. leveraged 400 percent, resulting in a negative 2 percent move in the Funds NAV. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET nonetheless are subject to the tax on unrelated business taxable income (UBTI). Under normal circumstances, undertakes to repay the advanced funds with interest to the applicable series in cases in which it is not entitled to indemnification. For this purpose, qualifying Each Fund is publicly While the Benchmark Stop Option additive return of $1.00 per share, the Fund would have finished with an NAV per share of $10.00 and would have held prior to expiration of the lead month Big S&P Contract for that month. is intended to track movements in the closing settlement price of lead month Big S&P Contracts. See Creation the contrary, it will file its U.S. federal income tax returns in a manner that is consistent with the monthly allocation convention In general, portfolio interest is interest (other than certain contingent interest) The Trustee liabilities and litigation costs and any indemnification related thereto). ETFs offering three times leverage already trade in the United States, but more reactive products have been limited to listing in Europe. The cost to purchase a put on a Big S&P Contract, where the price of an option is $0.05, would be $12.50 (i.e., While it is expected on participants in the futures markets. a clearing broker with respect to a Funds exchange-traded CFTC-regulated S&P Interests must maintain customers highly customized terms and conditions and are not as widely available. or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, Sponsors continued services, and discontinuance may be detrimental to the Funds. For more information, Intraday exposure to the Benchmark will fluctuate as a result of Benchmark performance during a day other than a day when either of the Exchange or CME is closed for regular trading. S&P 500 Futures contracts (E-Minis and, together with Big S&P Contracts, Primary to allocate tax items using an interim closing of the books method under which income, gains, losses, and deductions will be determined liability of the registrant under the 1933 Act to any purchaser in the initial distribution of the securities: The undersigned The Sponsor is authorized to revise each Funds revaluation method in order to comply with applicable Business Day: Any S&P Interests, b) a Fund requires additional exposure to the Benchmark that is more precise than that which can be acquired a threatened or pending action, suit or proceeding against the Sponsor shall be paid by the applicable series of the Trust in advance on a continuing basis. credit risk with respect to counterparties to over-the-counter contracts entered into by the Fund. In that case, the Long Fund would receive $1,250,000 in The The registrant hereby providers involved in servicing and administering products and services for, or on behalf of the Sponsor (. limited voting rights. the Benchmark moves from 2,000 to 2,010 (+0.5%) on Day 1. the execution, delivery and performance of any other agreements to which the Trust is a party, or the action or inaction of the or Investors should consult percent ([]%) of the daily net assets of the Long Fund, and total fees to be paid by the Short Fund are currently estimated Variables such as drought, This breakeven analysis refers to the redemption of baskets by Authorized Purchasers and is not related to any gains Stop Option additive return of $3.00 per share, the Fund would have finished with an NAV per share of $0.00 and would have to liquidate. The prices as to realize income and gains for distribution to their investors, the Funds generally do not make distributions to their respective On a net basis, the Funds will hold 59,032.5 contracts for position engage in short sales designed to earn the Short Fund a profit from the decline in the price of particular securities, baskets by law. counterparty upon notice to the Fund. The Sponsor will endeavor to manage each Fund so that it will not be subject to registration under the 1940 Act. was made. The Funds do not intend the Trust is [], a Delaware banking corporation. IN EVALUATING THE An election will be deemed to have been made to the effect that the same was executed or made by or on behalf of the Trust or the applicable Fund and that the obligations of For example, future conflicts of interest in the Trusts structure and operation you should consider before you purchase Shares. The term unrealized receivables includes, among other things, market Trading in Shares of OF AN UNDERLYING OR RELATED MARKET FACTOR. The Sponsor does not intend to operate the Funds In this example, the Fund will sell all 40 Stop Option holdings. These plans are, however, subject to prohibitions against to achieve the target leverage with respect to a Fund during that period, potentially resulting in tracking error between the The following table sets interest the Short Fund must pay to the lender of the security. to liquidate the Funds trading positions before the time that its trading strategies would otherwise call for liquidation. The management fee accrues daily and is paid The Benchmarks price movement during the day will affect whether a Funds portfolio needs to be repositioned. fines or financial losses and/or cause reputational damage. an opinion of counsel that, under current U.S. federal income tax laws and based on certain representations of the Trust, although be distributed by each Fund at the sole discretion of the Sponsor, and the Sponsor currently does not intend to make cash or other from, and/or premiums to, the Funds NAV per Share. tax on its net income for the year at corporate income tax rates. different and riskier that other exchange-traded products that do not use leverage. who deposit cash with a Fund in exchange for baskets receive no fees, commissions or other form of compensation or inducement of adjustments to be made, which could adversely affect some Shareholders. If there is a weak correlation between the Benchmark and the S&P 500 Index, then the price of a The result of Day 1 The illustration shows that the Benchmark has a negative 30 percent move that Moreover, generally there is no direct means of offsetting or closing out a forward contract by taking an offsetting position as Agreement. is a clearing member of all principal futures exchanges located in the United States as well as a member of the Chicago Board Options The difference between the price at which the futures contract is purchased or sold and NAV of the number of Shares of the Fund included in the baskets being created or redeemed determined on the day the order to create The Sponsor will bear the costs and expenses related fee of $[]). The Sponsor may, in its
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