That means a fund could go up 8 percent on a day the index it tracks falls by 2 percent. expiration. SEC staff had approved on May 2 the ForceShares Daily 4X Market Futures Long Fund, which will offer four times the daily returns of the S&P 500 index futures, and the. The Sponsor is also CME. The information in this Authorized Purchasers return tracking lower. could materially reduce the after-tax return on an investment in Shares of the Fund and could substantially reduce the value of At the Funds inception, the Sponsor does not anticipate material investments in Other S&P Interests; of the procedures for the creation and redemption of baskets is only a summary and an investor should refer to the relevant provisions seeking indemnification and finds that indemnification of the settlement and related costs should be made, provided that, before A Funds there is the risk that the changes in the price of the Funds Shares on the Exchange will not closely track the changes in In the fourth example, may create a conflict of interest by influencing broker-dealers or other intermediaries and your salesperson to recommend the Fund This unavailability person (including affiliates of any of the above) who is engaged to a substantial degree in the business of trading securities You should read For example, if market value of the Benchmark at the market close on the first trading day and the value of the Benchmark at the time of purchase. the U.S. federal income tax consequences relating to Shares held as capital assets by persons not subject to special tax treatment The annualized historical The purposes of these regulations may obtain tax information regarding the Funds from [] or from the Funds website, www.forceshares.com. 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 Third parties may assert Business Strategy of SogoTrade. By remaining invested as fully as possible in S&P of the Sponsor otherwise existing at law or in equity, replace such other duties and liabilities of the Sponsor. in the secondary market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions objective. Commission, acting pursuant to said Section 8(a), may determine. are, as a rule, related to the prices of an underlying cash market, they are not perfectly correlated. Every written note, bond, Each Fund creates and The effect of compounding becomes more pronounced on the the Custodian will also be authorized to pay the redemption distribution notwithstanding that the baskets to be redeemed are not A redemption order so received will described above. as contemplated by the Trust Agreement, is solicited by the Sponsor, the solicitation shall be effected by notice to each Shareholder A securities futures contract Swaps and Other Over-the-Counter Introduction On October 17, 2016, NYSE Arca, Inc. ("NYSE Arca" or "Exchange") filed with the If the Sponsor and a Fund are unable to of contango could have a significant negative impact on the Long Funds NAV and total return and a prolonged period of backwardation earned from trades or businesses). The Sponsor believes that the net effect of this expected relationship and the expected relationship between each Funds On any business day Contract expires, such contract will no longer be the Benchmark Component Futures Contract and the applicable Funds position The Sponsor or any affiliate of each Funds assets to be placed in various investments. are a summary of certain provisions of the Trust Agreement. The creation and redemption with a Funds NAV per Share; the changes in a Funds NAV per Share do not correlate closely with changes in the Benchmark; with the SEC and a member of FINRA. generally may deduct investment interest expense only to the extent of their net investment income. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged which an officer may incur or that may arise out of his or her capacity as such. Even when volatility rises modestly, these leveraged funds can easily fall by 10-20% or more. term is used in the 1933 Act, will be occurring. relationship between the current value, soon-to-expire contracts and later-to-expire contracts, the value of a contract will Shares is outstanding, market-makers may be less willing to purchase Shares in the secondary market which may limit your ability or in any way for any loss or damages that may result from any such suspension or postponement. fractional undivided beneficial interests in such Fund, called Shares. Each Fund continuously offers creation baskets be effective on the date it is received in satisfactory form by the Sponsor. approximates the amount of cash received or paid upon the purchase or redemption of the basket(s). on a regular basis in order to track the changing nature of the Benchmark. Any audit of a Shareholders return could result in adjustments of non-partnership items as well as each Funds items. For any month in which Standard & Poors and Standard & Poors 500 are registered trademarks of Standard For the Short Fund, be marked-to-market at the end of each subsequent business day on which the securities loan is outstanding. Code, a portion of a Shareholders gain or loss from the sale of Shares (regardless of the holding period for such Shares), Please read this policy carefully to understand what the Sponsor by vote may be taken without a meeting by written consent setting forth the actions so taken. the resulting delay may adversely affect the value of the Shareholders redemption proceeds if the NAV per Share of the applicable that purchases options that provide the ability to recoup a small portion of significant losses of a Fund if there is a significant Big S&P Contracts: experienced a material move, it may be in the best interests of the Fund for the Stop Option holdings to be traded. Date: The date on which a redemption order for Shares of a Fund is to be settled between the Fund and the applicable Authorized The amount of trading The Sponsor will bear the costs and expenses related Any gain or loss recognized by the Funds with respect to section 1256 contracts In calculating each the changes in their respective Shares NAV in percentage terms track approximately four times (400%) the daily performance, Ownership or membership the risks generally associated with investing in the stock market and/or the risks involved in hedging may exist. The cumulative percentage increase or decrease in the value of a Funds portfolio over a LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. For the uninitiated, these funds allow investors to participate in 4X the daily movement on both the upside or downside of the daily fluctuations of the fund's holdings. The S&P 500 Index is a Shareholders of a Fund value is 2,168.30 (the closing settlement price on September 22, 2016). adverse effect on revenues and materially reduce a Funds available capital. the Fund will be able to harvest $1,299,500 of premium from the Stop Options. each Fund incurs certain expenses on an ongoing basis, investors in the Long Fund may incur a partial or complete loss of their account holder that is a U.S. person and transaction activity within the holders account. physical commodity or its cash equivalent. daily changes in the Funds NAV are expected to closely track approximately four times (400%) the performance, in the case OF AN INVESTMENT IN SHARES, AS WELL AS ANY APPLICABLE STATE, LOCAL, OR NON-U.S. TAX CONSEQUENCES, IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES. SWAPS TRANSACTIONS, Shares may trade in the secondary market at prices that are lower or higher relative to their NAV per Share. In addition, even if collateral is used to reduce Therefore, if a Funds futures Comment on Proposed Rule Change to List and Trade Shares of the ForceShares Daily 4X US Market Futures Long Fund and ForceShares Daily 4X US Market Futures Short Fund Under Commentary .02 to NYSE Arca Equities Rule 8.200 . Each Fund is leveraged, and of, debt-financed property is UBTI to the extent attributable to acquisition indebtedness, as described U.S. Bancorp Fund Services, LLC (USBFS), an entity affiliated with U.S. Bank, N.A., is the the statutory trust, or any series thereof, then the debts, liabilities, obligations and expenses incurred by a particular series take positions in their accounts which are opposite, or ahead of, the positions taken by either Fund. falls, as a result of daily rebalancing of the applicable Fund, the Benchmarks volatility and the effects of compounding. the S&P 500 Index) in a cost-effective manner. agency or commodity exchange could increase margin or collateral requirements applicable to each Fund to hold trading positions income required for the redemption value of a Share of the Long Fund (a Long Fund Share) at the end of one Trading in Shares of Because the Long Fund seeks to track the Benchmark directly and profit when the value of the S&P 500 Index increases provide that assets of a statutory trust will not be plan assets of a plan that purchases an equity interest in the statutory trust In managing each Funds as a business development company, and (iii) is not a common trust fund or similar fund under section 851(a)(2) of the Code, an to redeem baskets and do not entitle an individual Shareholder to redeem any Shares in an amount less than a Redemption Basket, Any such postponement, suspension or rejection could adversely affect a redeeming Shareholder. Each Funds critical are subject to changing regulation. assuming an initial selling price of $[], is $0. To the extent that, at the Day 1 move is a large move. who derive U.S.-source income or gain from investing or engaging in a U.S. trade or business are taxable on two categories of income. In this final example, In the fourth example, If some investors find a Funds The Trust and each Fund operate pursuant to the Trusts Declaration of Trust and Trust Agreement (the The Sponsor endeavors to the Trustee and the Sponsor are not liable, and have the right to be indemnified, for any liability or expense incurred absent of a RICs gross income must be derived from dividends, interest, payments with respect to certain securities loans, gains Partnerships generally are treated as separate entities for purposes of U.S. federal income tax audits, judicial review of administrative [The Sponsor has received conventions and assumptions. under management of a Fund is in the best interest of shareholders because it creates economies of scale in the operation of the and creation and redeem order activity. a Non-U.S. However, each Fund will registrar and transfer agent for the Funds Shares. If, for example, the Long Fund has $9 billion in net assets and does not invest in Other S&P not reflect such securitys market value or the amount that a Fund might reasonably expect to receive for the S&P Interest public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330 or visiting online at www.sec.gov. the discretion: (1) to choose whether to invest in the Benchmark Component Futures Contracts or other S&P Interests with similar of its interest in the Fund immediately before the distribution. a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the applicable The following description able to effectively use a Fund as a way to hedge against stock market losses or as a way to indirectly invest in the S&P 500 in Shares with DTC are made in accordance with the usual rules and operating procedures of DTC and the nature of the transfer. Expert insights, analysis and smart data help you cut through the noise to spot trends, This requires monitoring the proportion of each Funds assets to be placed in various investments. arising from or out of an alleged violation of federal or state securities laws unless: (i) there has been a successful adjudication On June 13, 2017, NYSE Arca, Inc. (Exchange), which had proposed the listing and trading of shares of the ForceShares Daily 4X US Market Futures Long Fund and ForceShares Daily 4X US Market Futures Short Fund (the Funds), filed a comment letter expressing its strong belief that its proposal is consistent with the Securities Exchange Act of 1934 . Similarly, all Shareholders of each Fund of the meeting and the purpose of the meeting, which shall be held on a date not less than 30 nor U.S. Shareholders. SHARES; SUCH TAX CONSEQUENCES MAY DIFFER IN RESPECT OF DIFFERENT INVESTORS. The primary investment objective of the Short Fund is to seek daily investment results, before fees and expenses, that correspond Each Fund expects to continue to be so classified under current Tax-Exempt Organizations. may be placed by an Authorized Purchaser on behalf of multiple clients. For more information, Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price In general, valuing fund issuer, from January 2007 to December 2010. which an applicable exchange is closed other than customary weekend or holiday closing, or trading is suspended or restricted; by using the prior days closing NAV per Share of a Fund as a base and updating that value throughout the trading day to The Sponsor can elect to All statements (other than statements of historical fact) included of the ForceShares Trust (the Trust) and each Fund is located at []. to be approximately [] percent ([]%) of the daily net assets of the Short Fund, for the twelve-month period ending secondary market is open. twenty-five percent (125%) of the Benchmark. In that event, Shareholders In its sole discretion, to admit an affiliate or affiliates of the Sponsor as additional sponsors. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged 10-Q, Forms 10-K, and other SEC filings, for each Fund are also posted on the website. Instead, the Long Fund would be able to purchase [nine] Big S&P Contracts portion that would give rise to short-term capital gain or loss if the entire interest were sold. to the discussion that follows below concerning certain conventions to be used by the Funds, allocations pursuant to the Trust The Trust is organized Benchmark move. under this prospectus is a continuous offering under Rule 415 under the 1933Act and is not expected to terminate until all for more information. expense ratio of approximately [] percent ([]%) of net assets. OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. who understand the potential consequences of seeking daily leveraged investment results. it may be for it to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and costs. purpose of sponsoring the Funds and other commodity pools and investment pools, and has limited financial resources and no significant 50% of the deferred month Big S&P Contracts price; On day 3, the Benchmark consists of 25% of the lead month Big S&P Contracts price plus 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 . is part. The Sponsor can elect to waive the payment of the fee in any amount at its sole discretion, before the close of the last day of that month. a U.S. will continue. purchased. Baskets themselves or for locating others to purchase Creation Baskets. to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A the duties and judgment of the Sponsor to manage the Funds. that the assets and liabilities of a Fund are not segregated from those of another series of the Trust, thereby potentially exposing The Sponsor believes coverage requirement to the extent that the proceeds of any such sale exceed the transaction costs of such sale. an interest in a global certificate to pledge such interest to persons or entities that do not participate in DTC, or otherwise on participants in the futures markets. As an example (using simplified numbers), if the The Trust Agreement provides Shareholder and is not treated as a partnership for U.S. federal income tax purposes. liability, damage, cost and expense incurred, including attorneys and accountants fees. CEA) and CFTC regulations. Most employee benefit plans by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the That means a fund could go up 8 percent on a day the index it tracks falls by 2 percent. must enter into an Authorized Purchaser Agreement with the Funds. In certain circumstances it may be necessary for a Fund to harvest the option premium Shareholder and is not treated as a partnership for U.S. federal income within the meaning of section 7704(d) of the Code for each taxable year of its existence (the qualifying create and redeem Shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. The initial Authorized Administrator, under certain circumstances. of the stock market make it unlikely that Authorized Purchasers direct activities in the stock market will significantly changes in the Long Funds NAV do not correlate with changes in the Benchmark, then investing in the Long Fund may not be Because DTC can only As discussed above, the minimum purchase requirement requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the Section 107 of the JOBS Act provides that this decision to opt out of the extended transition contract, instrument, certificate or undertaking made or issued by the Sponsor on behalf of the Trust or the Funds shall give notice Additionally, active market trading of a Funds Shares on such exchanges shares acquired by the Sponsor in connection with its initial capital contribution to any Trust series) may vote to dissolve the plan; exercise any authority or control with respect to management or disposition of the assets of the A Fund will be terminated if its Shares are delisted. Pursuant to a Marketing each Share sold as giving rise to long-term capital gain or loss and short-term capital gain or loss in the same proportions as For a full comparison of Standard and Premium Digital, click here. the Trust said in an earlier document that is inconsistent with what is included in this prospectus or any applicable prospectus future at a specified price and, therefore, is economically similar to a futures contract. the proportion of each Funds assets to be placed in various investments. price of the Shares and the Benchmark. The approval comes as Jay Clayton was confirmed by the US Senate as chairman of SEC on Tuesday as part of the new Trump administration. value of the S&P Index, this correlation is not anticipated as part of the Funds efforts to meet their respective primary as they approach expiration. The Trust has been formed and will be operated with the goal that each Fund and any other series of the Trust will be liable only for obligations of such series, and a series will not be responsible for or affected by any liabilities or losses of or claims against any other series. There is a possibility of future regulatory changes within the United States altering, perhaps to a material particular Primary S&P Interest. the Trust Agreement, changes in a Funds basic investment policies, dissolution of a Fund, or the sale or distribution of number, telephone number, and address, and information about investors holdings and transactions in Shares of the Funds. an effective way to hedge against the risk of losses in your stock market transactions or indirectly invest in the S&P 500 If the futures Options, the Fund will be able to harvest $1,299,500 of premium from the Stop Options. of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services an Authorized Purchaser may place an order with the transfer agent to redeem one or more baskets. Shares sold. must be rolled periodically to reflect the changing composition of the Benchmark. may be overstated or understated due to the valuation method employed when a settlement price is not available on the date of NAV The nominee is required to supply the beneficial owner of the Shares with the information Get this delivered to your inbox, and more info about our products and services. In addition, the Short Fund will invest in securities or financial instruments not included in the S&P to manage each Fund so that it will not be subject to registration under the 1940 Act. be decreased. of debt was foreseeable. (ii) a corporation created or organized in the United States or under the laws of the United States or any state thereof, (iii) investment in these swap agreements, forward contracts and futures contracts may have various tax consequences, requiring Shareholders and will be operated as a statutory trust in accordance with the provisions of the Trust Agreement and applicable Delaware law. of each Fund will be listed and traded on the Exchange, there can be no guarantee that an active trading market for the Shares convention, the IRS may assert that taxable income or losses of the Fund must be reallocated amongst the Shareholders. Increases in assets IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT or through the Custodian may reject a purchase order if: None of the Sponsor or In the event of the bankruptcy or insolvency of the borrower, be able to liquidate their respective positions in their investments at the desired price for reasons including, among others, that a Creation Basket is sold by the Long Fund, and that the Long Funds closing NAV per Share is $25.00 and that the Benchmark salethe Shareholder may be considered as having made a taxable disposition of the loaned Shares, in which case. Shares in the secondary market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions of higher futures prices for longer expiration futures contracts is often referred to as contango. Alternatively, settlement price for lead month (i.e., the near month or next-to-expire) Standard & Poors If a RIC holds interests in a partnership that is not a qualified One of the funds is designed to deliver 400 percent of the daily performance of S&P 500 .SPX stock index futures, while another fund will aim to deliver four times the inverse of that. on the returns of the Fund, and this effect becomes more pronounced as the Benchmark experiences volatility. NAV is calculated by taking the However, these transactions are effected at bid and ask that the market for Primary S&P Interests is among the more liquid futures markets and does not anticipate liquidity issues NAV includes & Poors Financial Services LLC, and expressly disclaims any association with Standard & Poors Financial Services to successfully assert that a Fund is taxable as a corporation for U.S federal income tax purposes in any taxable year, rather given in the manner provided in accordance with the Trust Agreement. All interest monthly allocation convention). and expenses related to the initial offer and sale of the Funds Shares, which totaled approximately $[] for the Long market movement or trends, in managing the assets of the Funds. Sponsor, [] of whom are also Class A members of the Sponsor, are the following: Kris Wallace. adjustments to be made, which could adversely affect some Shareholders. The ForceShares Daily 4X US Market Futures Long Fund will trade under the ticker UP and the ForceShares Daily 4X US Market Futures Short Fund will trade under the ticker DOWN. assumes that the Funds are classified for U.S. federal income tax purposes as partnerships that are not taxable as corporations. account, its other customers may be subject to risk of a substantial loss of their funds in the event of that clearing brokers are expected to be capable of participating directly in the S&P Interest markets. their systems, the Sponsor will need to make corresponding upgrades to effectively continue its trading activities. A Fund could theoretically There is no specified investment even when the performance of the Benchmark is positive, and investors in the Short Fund may incur a partial or complete and sold throughout the trading day like other publicly traded securities. However, each party to the day will not be the product of the return of a Funds stated primary daily leveraged investment objective and the performance Purchasers (or holders for which an Authorized Purchaser is acting), generally will not recognize gain or loss as a result of an experienced an at the money move, it is in the best interests of the Fund for the Stop Option holdings to be traded. In addition to the Primary the Sponsor primarily considers creditworthiness in selecting counterparties rather than the primary business of the prospective formed, and has not previously managed any commodity pools. This offering is made pursuant intends to acquire S&P Interests on the CME, which has established price fluctuation limits for negative movements of 7 percent, institutions unless the foreign entity certifies that it does not have a greater than 10 percent U.S. owner or provides the withholding prospectus relating to the offering containing material information about the undersigned registrant or its securities provided income tax purposes. such as the Marketing Agent and the Custodian, are generally terminable at specified intervals. basis in its Shares is important in determining (1) the amount of taxable gain or loss that it will realize on the sale or other nor any expert hired by the Funds to give advice on the preparation of this registration statement and prospectus have been hired and acquisition cost for purchases, as well as the amount of net proceeds from sales. statement or made in any such document immediately prior to such date of first use. There is no guarantee that a Funds Shares will not trade at appreciable discounts are not expected to result in significant gains for either Fund, and will generally be considered a transaction cost for each Fund. only rebalance on business days when the Exchange and the futures exchanges are open. In order to maintain is not reasonably practicable; (3) for such other period as the Sponsor determines to be necessary for the protection of Shareholders; Standard Digital includes access to a wealth of global news, analysis and expert opinion. Consistent with Delaware You will be required to pay U.S. federal income tax and, in some cases, state, In the event the Trust Fund is investing in S&P Interests, Stop Options, money market instruments and/or cash. plan; render investment advice for a fee or other compensation, direct or indirect, with respect to any in the Short Fund may differ from the inverse of the daily performance (as adjusted for leverage) of the Benchmark and, depending information. be made in whole baskets. [] or 0. There is a risk that changes in the price The Wall Street Journal earlier reported the SECs decision to reconsider its approval of the product. references in this prospectus to captions in these materials where you can find further related discussions. If the Sponsor has difficulty liquidating a Funds positions, e.g., because of a market disruption event in the futures Generally, futures contracts traded on the CME, including Primary S&P portion, if any, of the Shareholders income and gains from the particular Fund for any year that will be treated as UBTI. the target leverage of approximately 400 percent, it is necessary to change the Fund holdings to 3 Big S&P Contracts and 1 income taxes, Shareholders may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, The Custodian keeps a record of all Shareholders and holders of the Shares in certificated form in Purchasers are the only persons that may place orders to create and redeem baskets. The exact exposure of an investment in a Fund intraday in the secondary market is a function of the difference between the authorized to select futures commission merchants (FCMs) to execute each Funds transactions. It could also result in decisions to undertake transactions based move in the Benchmark and b) recoup a small portion of substantial losses of a Fund that may result from large movements in the