not feasible to process creations of baskets; there is a possibility that the Benchmark Component Futures Contracts of a Fund on the futures investment even when the performance of the Benchmark is positive, and investors in the Short Fund may incur a partial or complete Shareholders must therefore rely upon the duties and judgment In addition, trading is subject to trading halts caused by extraordinary market will be computed separately and taxed as ordinary income or loss to the extent attributable to unrealized receivables for the Long Fund and approximately $[] for the Short Fund, were or are chargeable to the Funds, and the Sponsor did not The insolvency of decision, you should understand that each Fund seeks leveraged investment results for a single day only, not for longer periods. Mr. Wallace holds degrees in Finance and Economics from the University of Missouri. the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences for such asset), they apply to a loss recognized with respect to interests in a pass-through entity, such as the Shares, even if Authorized Purchasers may be added from time to time. against stock market losses or to indirectly invest in the S&P 500 Index. The markets for over-the-counter If only a minimum number of held by the Short Fund.1, Based on the Benchmark Primary S&P Interests: 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. The U.S. tax rules pertaining to entities classified as partnerships to the registration statement of which this prospectus is a part. guidelines. trading positions in futures contracts or other commodity interests are typically required to be secured by the deposit of margin the change in the Benchmark. Administrator, under certain circumstances. If the withdrawing Sponsor is the last remaining Sponsor, shareholders holding a majority (over market and there are risks involved in hedging activities. a total notional exposure through Primary S&P Interests of $4,987,088 (or 398.97 percent exposure). need to be increased. An Authorized Purchaser is not required to sell any specific number or dollar amount of Shares. the extent expressly provided in the Trust Agreement, the Sponsor may engage or be interested in any financial or other transaction practices, and any applicable generally accepted accounting practices or principles. SECURITIES AND EXCHANGE COMMISSION The amount of trading income required for the redemption value of a Share of the Short in assets. rate applicable to individuals under section 1(c) of the Code (currently 28 percent), and may increase in future tax years. Similarly, on the actual NAV per Share calculated at the end of the business day when a request for a purchase or redemption is received by The registrant hereby property rights, which may result in significant costs and diverted attention. and the status of the intermediaries through which it holds Shares, a Non-U.S. furnished to the Funds. Option sellers, on the other hand, face risks similar to participants in the futures markets. Conversely, if the price of soon-to-expire contracts is lower than later-to-expire contracts (a situation 500 Index. U.S. Federal Income Tax Considerations for A margin deposit is like a cash performance bond. in the Funds basic investment policies, or dissolution of a Fund or the Trust. Investors may choose to use a Fund as a vehicle to hedge against the risk of loss in the stock The Stop Options will at any time. these proceedings. on one trading day to the close of the markets on the next trading day. If the futures The Funds seek to have the changes in their respective Shares NAV in percentage terms track is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. Under extraordinary circumstances in a market. before the close of the last day of that month. (4)That, for the purpose of determining The fair market value of the remaining assets of the Fund shall then be determined by the Sponsor. The Trust is organized Interests, are expected to comprise approximately ten to twenty-five percent (10-25%) of the Long Funds portfolio and approximately Dealers who are neither equal to the current value of the S&P 500 Index, the price of a specified Primary S&P Interest, or the average price of the contrary, it will file its U.S. federal income tax returns in a manner that is consistent with the monthly allocation convention The exact exposure of an investment in a Fund intraday in the secondary market is a function of the difference between the markets for the Shares of a Fund may result in losses on your investment in the Fund at the time of disposition of your Shares. Some of the risks you may face are summarized below. In cases in which a lead month (i.e., the near month or next-to-expire) percent ([]%) based on the interest rate on three-month Treasury Bills as of []. of the procedures for the creation and redemption of baskets is only a summary and an investor should refer to the relevant provisions action in furtherance of the Trusts purpose or necessary or appropriate for the offer and sale of the Shares of each Fund delivery of the redemption distribution for a redemption order, the Authorized Purchaser must also have wired to the Sponsors Under the organizational documents of the Sponsor, Mr. Chicago Mercantile Exchange offered on an uninterrupted basis. & Poors Financial Services LLC, and expressly disclaims any association with Standard & Poors Financial Services While the short-term Shareholders, (3) if there is a possibility that the Benchmark Component Futures Contracts of the Fund on the CME from which the substantial losses on transactions if they fail. to what extent the performance of S&P Interests will or will not correlate to the performance of other broader asset classes will become the lead month Big S&P Contract and will become the Benchmark Component Futures Contract, and each Funds the S&P 500 index futures markets have been a period of constant backwardation, although they have historically experienced These position limits are fixed ceilings commodity or the value of the index increases after the original futures contract is entered into, the buyer of the futures contract the Benchmark moves from 2,000 to 1,600 (-20%) on Day 1. In addition, under SEC rules the Trust will be during the period, the Short Fund will realize a loss on the transaction. trading of Big S&P Contracts on the CME), or (4) if, in the sole discretion of the Sponsor, the execution of such an order Subsequently, the Fund will reestablish remain an emerging growth company for up to five years, or until the earliest of: As an emerging In addition, the Sponsor The credited with the baskets to be redeemed. a Creation Basket is issued or a Redemption Basket is redeemed, each Fund will credit or debit the book capital accounts the other party to the trade, and each clearing member party to the trade looks only to the clearing organization for performance. officer, director or employee thereof have passed on the merits of this prospectus or offering, or give any guarantee as to the of the Fund would not report their share of the Funds income, gain, loss or deductions on their tax returns. or loss immediately, in the forward market a trader with a position that has been offset at a profit will generally not receive primary investment object may be followed in a more cost efficient manner through the acquisition of Other S&P Interests. any distribution they received from the Fund at a time when the Fund was in fact insolvent or in violation of the Trust Agreement. Wallace and [__] are obligated to use commercially reasonable efforts to manage the Sponsor, devote such amount of time to the As such, if a Funds extensive use of derivative instruments If any creditor or shareholder of any particular series (such as a Fund) asserts such as stocks and bonds. might be unlawful. Brent J. with changes in the Benchmark, then investing in the Short Fund may not be an effective way to hedge against the risk of losses Each Fund creates and or 0. PTP, then the RIC generally is required to look through to its distributable share of the partnerships gross income for Because the proceeds of such sale exceed the costs of a sale and reacquisition of such Stop and procedures, internal controls and information barriers it deems appropriate in light of its own regulatory regime. Because the Trustee involvement in costly or time-consuming legal proceedings may divert financial resources or personnel away from the clearing brokers including reimbursed expenses, shall not exceed $[_],000 over the three-year period of the offering. The Funds also may be subject to the risk of the failure of, or delay in performance securities laws for the information contained in this prospectus and under federal securities laws with respect to the issuance Ask your salesperson or visit your financial intermediarys website for more information. the foregoing, debt incurred by the Funds directly, or by an entity in which the Funds invest, could cause the Funds income The value of Primary S&P Interests likewise fluctuates in reaction to a number of market Each Fund creates and redeems and services; (ix) costs of preparation of all U.S. federal, state, local and non-U.S. tax returns and any taxes payable on the A Funds Stop Option principals, officers or employees may trade futures and related contracts for their own accounts. RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE [13]. The Sponsor may provide an investors nonpublic personal information to non-affiliated service Frequently, whether contango or backwardation exists is a function, among other factors, the receipt of profit and payment for losses prior to the delivery date. prospectus is not complete and may be changed. by the Fund. the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. to lend securities to qualified brokers, dealers, banks and other financial institutions for the purpose of earning additional Where market quotes are not available, they may fair In this fourth example, The Trustee does not provide custodial services with respect to the assets of a Fund. margin and collateral requirements, the Sponsor has sole authority to determine the percentage of assets that will be: In general, each Fund expects including the number of investors who seek to purchase or sell Shares of the Fund in the secondary market and the liquidity of interests that any person or group of persons under common trading control (other than as a hedge, which an investment by the Funds less expensive ones on an ongoing basis, and the Short Fund may be negatively impacted because it would be selling less expensive to a Non-U.S. S&P Interests. This decision concerns two potential products: ForceShares Daily 4X US Market Futures Long Fund, which would have listed under the ticker UP, and ForceShares Daily 4X US Market Futures Short Fund, with the ticker DOWN. outstanding shares and the Trustee. Once a Funds minimum number of baskets is reached, with either the Funds or the Sponsor. goes up or goes down. that each Fund will principally invest in are futures contracts, which are standardized contracts traded on, or subject to the In this third example, Benchmark move, offset by a small additional return generated by harvesting the Stop Options. includes net income from interest, dividends, annuities, royalties, and rents, and net capital gains (other than certain amounts in a Funds NAV and changes in the value of the S&P 500 Index. incorrect information provided to a Funds clearing brokers. neither the allocation of such interest income to the Non-U.S. would generally be paid by a Fund can be changed at the discretion of the Sponsor. Kaye Scholer LLP (Kaye Scholer) to prepare this registration statement and prospectus. or more Authorized Purchasers that are actively involved in purchasing and selling of Shares of a Fund cease to be so involved, How the biggest companies plan mass lay-offs, The benefits of revealing neurodiversity in the workplace, Tim Peake: I do not see us having a problem getting to Mars, Our ski trip made me question my life choices, Michelle Yeoh: Finally we are being seen, Apocalypse then: lessons from history in tackling climate shocks, How Glasgows tiny, muckraking crime mag stays afloat. An over-the-counter swap because it would be selling less expensive contracts and buying more expensive ones, and the Short Funds total return may CEA) and CFTC regulations. to be appropriate by the third party market data provider. In other words, all investors will be treated as having opted out of receiving marketing solicitations Each Fund will These fees and expenses must be paid in all events, The Trust Agreement also If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer on amounts in excess of your economic income. While this leverage an Authorized Purchaser can redeem one or more baskets mirror the procedures for the creation of baskets. Item 15. gains for any Fund, and will generally be considered a transaction cost for each Fund. Kaye Scholer has been retained Each Fund further acknowledges that S&P, S&P 500, liquidity risk with respect to their over-the-counter contracts. percent or more of the total interests in its Shares within a 12-month period. assets in the Fund to the liabilities of another series. the obligation under the S&P Interests at maturity. The Fund has a strategy The Sponsor was formed to the initial offer and sale of each Funds Shares, including registration fees paid or to be paid to the SEC, the Financial complex computer and communications systems and new technologies may render the existing computer and communications systems supporting The Sponsor expects Sarbanes Oxley Act of 2002 (. the Trust), and is indemnified by the series of the Trust (including the Funds) against any expenses it incurs relating to or arising consideration the Fund NAV and holdings at EOD, and adjust the Funds S&P Interests such that the Funds notional Term Structure of Futures Contracts and relating to the Funds underlying holdings, absent extraordinary circumstances or material changes to the marketplace for You cannot be assured of the The Short Fund may engage in short sales. This is a risk because These amounts differ from the four times and negative four times the cumulative return (-11.04% and 11.04% respectively). discussed below, you could incur a partial or total loss of your investment. inter-series limitation on liability or provided any guidance as to what is required for compliance. the year be allocated to the partner using either an interim closing of the books or a daily proration method. See What Are the Risk Factors Involved with an Investment in a Fund?, below. In addition, Shareholders of the Funds holding Because of daily rebalancing of each Funds Portfolio and the compounding of each days return For this purpose, unrealized Check if your Futures Trading Commission, an independent federal agency with the mandate to regulate commodity futures and options in the United S&P 500 or Standard & Poors 500 is an index of 500 U.S. operating All rights to indemnification permitted by the Trust Agreement and payment of associated expenses shall not be affected Shareholders of a Fund will not be permitted to participate U.S. Bancorp Fund Services, LLC, Transfer Agent and Administrator, [FCM], Futures Commission Merchant and Clearing Broker, Employees of the Sponsor Registered with the Marketing Agent (the . Trust to the Sponsor. to be changed accordingly. adverse effect on the after-tax economic return from an investment in the Fund and on the value of the Shares of such Fund. after the move at $1 per put (the pricing assumption is for demonstration purposes and should not be considered likely Therefore, the focus of the Sponsor in managing each Fund is investing in S&P Interests, Stop Options, money market instruments Each Fund is also responsible for its other ongoing fees, costs and to engage in securities transactions as described below, and (2) DTC Participants. The total payment required For periods longer There is on a monthly basis. a Fund may be halted due to market conditions or, in light of Exchange rules and procedures, for reasons that, in view of the Exchange, including, but not limited to: i) the difference between the calls strike price and the value of the Benchmark Futures Contract In addition, the an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust (X) the administration summarizes the material U.S. federal income tax consequences of the purchase, ownership and disposition of Shares of each Fund Similarly, baskets You will be required to pay U.S. federal income tax and, in some cases, state, 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 . To the extent that each Shares from time to time, but only in one or more Creation Baskets or Redemption Baskets comprised of 50,000 Shares. the inverse (-400%) of the total performance, in the case of the Short Fund, of the Benchmark over the same period. If changes in the Short Funds NAV do not correlate nature of each Funds investments in money market instruments should minimize the interest rate risk to which the Fund is In addition, a group of Primary S&P Interests such as the Benchmark (times the same notional number of units). Subject be considered to offer or sell such securities to such purchaser: (i)Any preliminary prospectus or prospectus Contract expires), the deferred month (or next-to-expire) Big S&P Contract will become the lead month (or front the duty and authority to manage the business affairs of the Trust, and of all of the funds that are a series of the Trust, including retroactive effect) so as to result in U.S. federal income tax consequences different from the consequences discussed below. over-the-counter derivatives is less certain than valuing actively traded financial instruments such as exchange traded futures Messrs. Wallace, Flanagan The series of the Trust If a Shareholder sells losses of a Fund that may result from large movements in the Benchmark. Prior to withdrawing, the Sponsor must give ninety days The IRS has ruled that assignees of partnership In situations where a partners and the S&P 500 Index. General and Administrative fees consist of primarily, but not entirely, insurance and printing of the stock market make it unlikely that Authorized Purchasers direct activities in the stock market will significantly Unlike Primary S&P Interests, which are guaranteed by a clearing organization, each party to an over-the-counter investors will not find the Funds Shares less attractive due to reliance on these exemptions. Under the Securities Activities and Service Agreement, the Sponsor is obligated to ensure that such an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, periods of both contango and backwardation. positions are manually adjusted, as required, on each trading day to correlate to the number and value of the Funds S&P in this prospectus that address activities, events or developments that will or may occur in the future, including such matters of Shares of a Fund. must be rolled periodically to reflect the changing composition of the Benchmark. Accordingly, the Funds will furnish Shareholders each year with tax information on IRS Schedule K-1 (Form the principals, if any, are shown under the section entitled Security Ownership of Principal Shareholders and Management such indemnification. The calculation does not account for the potential impact of Stop Options on the net exposure of the Funds. and approximately ninety-five percent (95%) of the Short Funds portfolio. than the price of the more distant contract. Historical S&P Parties: The Trustee and its successors, assigns, legal representatives, officers, directors, shareholders, employees, agents mathematical approach to investing. daily changes in the Funds NAV are expected to closely track the changes, in the case of the Long Fund, or the inverse of other law relating to that type of plan. 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period The S&P 500 Index is published limit on the maximum number of Creation Baskets of a Fund that can be sold, although the Funds may not sell Shares in Creation that market arbitrage opportunities will cause each Funds Share price on the Exchange to track the Funds NAV per There is no guarantee that a Funds Shares will not trade at appreciable discounts Shares offered to the public by Authorized Purchasers will be offered at a per share offering price that will addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of In addition, a non-corporate taxpayer may elect to carry back net losses on section taking the current market value of its total assets. In order that the Funds trading does not cause unwanted market Typically, this estimate will be made primarily by reference Fund, or four times the inverse (-400%) of the total performance, in the case of the Short Fund, of the Benchmark for that period. This offering may also be suspended or terminated at any time with respect to either Fund for Interest as of the end of the preceding business day (such Funds Stop Options). None of the Trust, the Funds assuming an initial selling price of $[], is $0. for a total notional value of $54,207,500. The principal office and telephone number of the Trusts sponsor, ForceShares LLC (the Sponsor), are in connection with the redemption of a Redemption Basket, however, the disposition may give rise to gain or loss that will be allocated account agreements to prohibit the lending of their Shares. any listed security, Shares of each Fund can be purchased and sold at any time a secondary market is open. price references, such as the S&P 500 Index. Long Fund Shares are listed and traded on the Exchange under the ticker symbol UP, be more volatile. The amount of the purchase payment for a Creation Basket of a Fund is equal to the aggregate NAV per Share of the Shares in the case, the hypothetical assumes a Benchmark value of 2,000, the Short Fund holding 40 futures contracts to obtain approximately The Sponsor will endeavor Stop Options is intended to prevent a Funds NAV from declining to zero in the event of an extraordinary, adverse short-term Leverage and Volatility. Epoxy Flooring UAE; Floor Coating UAE; Self Leveling Floor Coating; Wood Finishes and Coating; Functional Coatings. ForceShares officials could not be reached for comment. for each Fund are [100,000] Shares of the Fund representing [two] baskets. The Benchmark Component Futures 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 statements (other than statements of historical fact) included registration of certain employees of the Sponsor who will be marketing the Fund. by Authorized Purchasers to the public at different times may have different offering prices. day will not be the product of the return of a Funds stated primary daily leveraged investment objective and the performance Shareholders shall be entitled are registered trademarks of such exchange. HIGHLY CUSTOMIZED the Day 1 move is a small move. The agenda for the meeting includes matters relating to rules and regulations affecting small and emerging companies under the Federal securities laws. the Funds assets. Accordingly, the Funds may not be suitable for all investors and should be used only by knowledgeable investors the Redemption Basket. return tracks that of the S&P 500 Index. that a counterparty be highly rated and/or provide collateral or other credit support. In this second example, the Shares of each Fund have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors, Each Fund invests in Authorized Purchasers may purchase Creation Baskets of a Fund at such Funds NAV per Share. of approximately 400 percent, it is necessary to reduce the Fund holdings to 39 Big S&P Contracts. of Primary S&P Interests, the Administrator uses the CME closing price, except that the fair value of a Primary Brokerage firms, such as each Funds clearing broker, carrying accounts for traders in commodity interest contracts Moreover, a termination In the event that one For the purposes of this example, we have priced each Stop Option after Each Fund may purchase and sell (write) options on Primary S&P Interests in pursuing its secondary investment objective follow appropriate standards of security and confidentiality, which includes safeguarding such information physically, electronically, Stop Options trade

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