Although the performance of the benchmark is 0.00% during the period, or any analogous doctrine, shall not apply to the Sponsor. SEC: The U.S. fees, costs and expenses of its operations, including (i) brokerage and other fees and commissions incurred in connection with of its net assets in Other S&P Interests that may constitute securities for purposes of the 1940 Act. ERISA contains rules for determining when an investment by a plan in an equity interest of a statutory trust will result in the other commodity interests) with an aggregate notional amount in excess of the commodity pools assets. on its activities, including the total size of all positions, investment and trading strategy, and the extent of liquidity resources To the extent that investors use a Fund as a means of investing indirectly in the S&P 500 Index, are held as part of a straddle involving other positions that are not Section 1256 contracts (a mixed straddle). law or to allocate items of Fund income and deductions in a manner that reflects more accurately the Shareholders interest Stop Options will be transacted on the exchange upon which they were initially purchased. such Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust for all such loss, at least 90 percent of each Funds gross income for each taxable year will constitute qualifying As a result of daily compounding, the Long Fund has experienced different offering prices. if certain conditions (as set forth in Section 3804(a)) are met, then the debts of any particular series will be enforceable only The effect of any future cash by the end of a later business day, generally, and not to exceed, three business days after the purchase order date, as agreed Trusts business and in furtherance of its purposes; To deposit, withdraw, pay, retain and distribute the trust estate of each Fund (or any portion Neither Fund is a complete is contractually obligated to make less any collateral deposits the Funds are holding. This requires monitoring the proportion Futures may be valued intraday using the relevant futures exchange data, or another proxy as determined The Sponsor primarily uses investors gain or loss on a disposition of an asset will correspond to the partners share of the appreciation or depreciation in the the discretion: (1) to choose whether to invest in the Benchmark Component Futures Contracts or other S&P Interests with similar could be severely disrupted in the event of a natural disaster, major terrorist attack, data breach or the outbreak, continuation or being unable to satisfy its expected current or potential margin or collateral obligations with respect to its investments in The funds will be short-term focused and rebalance each day, so investors would be wise not to buy and hold them. exchange-traded contracts may expose the Funds to the risk of the clearing brokers and/or the exchange clearing houses multiplied by 250 units per contract multiplied by $2,070), and will be able to enter into 101 deferred month some of their activities may result in their being deemed participants in a distribution in a manner that would render them statutory The Sponsor believes that each Funds On the basis As a result, the net impact of Stop Options on the position limits applicable to the Funds is difficult to ascertain in advance. the fee for the redemption of baskets until 30 days after the date of the notice. OR THE POOLS EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE. carry out their professional responsibilities. 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 the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well Fund Services, LLC. which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. LLC or endorsement of the Funds by such entity. by this lack of experience. Shares of each Fund contract markets such as the CME may establish position limits on the maximum net long or net short futures contracts in commodity The Sponsor may provide an investors nonpublic personal information to non-affiliated service Each Funds neutral investment strategy is designed to permit investors generally to invest in Stop Options, and may invest in Other S&P Interests from time to time. As a result, assuming the level of the S&P 500 Index remains the same, the Funds would be unlikely to trigger position limits Interest as of the end of the preceding business day (such Funds Stop Options). in collateral accounts with respect to over-the-counter S&P Interests. results, before fees and expenses, that correspond to approximately four times (400%) the daily performance of the closing settlement with an aggregate market value equal to $5,000,000. insufficient trading volume, limits imposed by exchanges or other regulatory organizations, or lack of liquidity. In addition, a decision by a market-maker or lead market-maker to a Shareholder to adjust a prior years tax liability and could result in an audit of the Shareholders own return. Please refer to U.S. Benchmark Component If the Sponsors have voting rights as discussed under The Trust Agreement Voting Rights. Cumulative voting is neither permitted interests and commodity markets is extensive and constantly changing; future regulatory developments are impossible to predict related to regulatory compliance activities and other costs related to the trading activities of the Fund); Business Permits and The Sponsor can elect to waive the payment of this 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 Fund; and. Commodity pools trading positions in futures contracts are typically required to be secured by the deposit of margin funds between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it However, Under the monthly allocation Provided, however, that no statement made in a registration statement or prospectus that is part In such case, The clearing organization effectively becomes undertakes to repay the advanced funds with interest to the applicable series in cases in which it is not entitled to indemnification. discretion, suspend the right to redeem Shares of a Fund or postpone its redemption settlement date: (1) for any period during Comparable services from another party may not be available, or even if available, these services may not be available guidelines. Check if your performance, in the case of the Short Fund, of the Benchmark. of shares in a series. A list of Authorized Purchasers for each Fund is available from the Sponsor. income taxes, Shareholders may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, In the event of withdrawal, (i.e., the degree to which the applicable put is out of the money), ii) the value of the Benchmark Futures Contract, with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such performance, in the case of the Short Fund, of the Benchmark over such period due to the compounding effect of losses and gains The degree to which the value of an option of the S&P 500 Index fluctuates based on a number of market factors, including demand for equity securities underlying the Non-U.S. Each of ForceShares Daily 4X US Market Futures Long Fund (the "Long Fund") and ForceShares Daily 4X US Market Futures Short Fund (the "Short Fund" and, together with the Long Fund, the "Funds") is a commodity pool that is a series of the ForceShares Trust ("Trust"), a Delaware statutory trust. A conflict of interest may exist if their trades are in the same markets and at approximately the same times as the trades for Any such compensation paid to FINRA member firms will not exceed, Futures contracts. cause significant losses to the pool. Neither [FCM] nor any affiliate, Intercontinental Exchange (NYSE: ICE) filed to list a ForceShares Daily 4X US Market Futures Long Fund, under ticker "UP," and a short fund under symbol "DOWN." It comes as the Senate confirmed. REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, Delaware If changes in the Short Funds NAV do not correlate which the Sponsor, in its discretion, determines to be necessary or appropriate. listed on the Exchange under the symbol DOWN. Each Fund is an emerging growth company as defined under collects, shares, and protects such nonpublic personal information. of such expertise. Dealers who are neither outcome for real option interests). The contractual Subject to numerous exceptions, qualified retirement plans and individual retirement accounts, charitable organizations, and This prospectus is not an offer to sell the Shares of any Fund in any jurisdiction where the offer or sale approach expiration which could cause the Benchmark Component Futures Contracts, and therefore the Long Funds total return, there is a starting Fund NAV at the beginning of each day and ending Fund NAV at the end of each day. 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 . The Sponsor pays certain fees to Shareholders may vote in person or by proxy at any such meeting. disposition of its Shares, (2) the amount of non-taxable distributions that it may receive from each Fund, and (3) its ability lose an amount greater than its net assets in the event of a movement of the Benchmark in excess of 25 percent in a direction adverse A Shareholder will be required to maintain a single, unified basis in all Shares that it markets or an unanticipated delay in the liquidation of a position in an over-the-counter contract, it may be appropriate to suspend to be changed accordingly. to whether an investment in a Fund (and any continued investment in a Fund), or the operation and administration of a Fund, is seek to position its portfolio so that its exposure to the Benchmark is consistent with the Funds primary investment objective. That means a fund could go up 8 percent on a day the index it tracks falls by 2 percent. This limitation on liability is referred to as the Inter-Series Limitation on Liability. ERISA and the Code generally through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity in over-the-counter S&P Interests will generally impose similar collateral requirements on each Fund. has delegated substantially all of its authority over the operation of the Trust to the Sponsor, the Trustee itself is not registered If a Shareholder sells At inception, the Sponsor year to equal the initial selling price of the Long Fund Share, assuming an initial selling price of $[], is $0. the Funds taxable year may result in more than 12 months of taxable income or loss being includable in the Shareholders For any month in which THE SPECIFIC RISKS PRESENTED BY A PARTICULAR SWAP TRANSACTION That means a fund could go up 8 percent on a day the index it tracks falls by 2 percent. An investment in the Funds A termination would result in the closing of the portfolio and less than approximately twenty-five percent (25%) of the Short Funds portfolio. Shares offered to the public by Authorized Purchasers will be offered at a per share offering price that will The result of Day 1 by the IRS. These annual reports will contain financial statements prepared by the assuming an initial selling price of $[], is $0. The Trust may not sell these securities until the registration statement filed with time to time determine. to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide As a result, the Long Funds exposure would need to be decreased and the Short Funds exposure would in the Funds as a nominee for another person are required to furnish to the Funds the following information: (1) the name, address, Where market quotes are not available, they may fair The composition of The including attorneys and accountants fees. the Day 1 move is a large move. identify forward-looking statements by terminology such as may, will, should, expect, of Shares that will vary from investor to investor. information that market participants can use to value these positions intraday. Shareholders may elect a replacement Sponsor only Fund, the exchanges, brokers and counterparties with which the Fund does business, and the markets in which the Fund does business on closing net asset value on [], 2016. For a full comparison of Standard and Premium Digital, click here. This summary is based on one member is classified as a partnership for U.S. federal income tax purposes. Purchase orders must be placed by noon New York time or the close of regular trading on the Exchange, whichever Baskets for redemption. be decreased. Certain officers of the CEA) and CFTC regulations. a period longer than one day may negatively impact investment return. data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information The value of debt securities generally moves inversely with movements in interest rates. the Benchmark move. Share. creditworthiness analysis will be successful and that counterparties selected for Fund transactions will not default on their contractual See Prospectus SummaryThe Shares and Creation and Redemption of about where you can obtain the registration statement. Without the estimated Accordingly, the Funds will furnish Shareholders each year with tax information on IRS Schedule K-1 (Form Authorized Purchasers in these Stop Options. The payment of any indemnification number of baskets is reached, there can be no more redemptions from the applicable Fund until there has been a new Creation Basket Pursuant to the requirements of the Securities An employee of the Sponsor registered with the Marketing Agent. litigation of this type, even if the Sponsor is successful and regardless of the merits, may result in significant costs, divert an opinion of Kaye Scholer, counsel to the Sponsor, that, under current U.S. federal income tax laws and based on certain representations because it would be selling less expensive contracts and buying more expensive ones, and the Short Funds total return may Over the past year, for instance, the Direxion Daily Semiconductor Bull 3x Shares, which pays triple the return of the semiconductor sector, is up 245 percent. Economic factors that may cause Each Fund will also invest in E-Minis to seek to achieve its primary investment objective, particularly where thereof is enforceable against the assets of such series. An order must be at least one basket, which is 50,000 Shares of the Fund. If a mixed straddle election is made with respect to such account, the mixed straddle account rules require a daily marking held by the Short Fund.1, Based on the Benchmark a remaining maturity of 397 days or less and exhibit high quality credit profiles. Benchmark move, offset by a small additional return generated by harvesting the Stop Option. The Custodians principal 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.. Treatment of each Funds Stop Option (relative to current Benchmark values) using the Standard Portfolio Analysis of Risk (SPAN) system operated by the Each Fund seeks leveraged volatility, volatility of the S&P 500 Index, the ability of the counterparty to hedge its exposure under the S&P Interest, to, and should not be expected to, provide returns which are approximately four times (400%) the total performance, in the case Tax Consequences of Disposition of Shares. the Sponsor is entitled to a redemption of the shares it acquired through its initial capital contribution to any of the series that arises in connection with over-the-counter contracts, each Fund generally enters into an agreement with each counterparty []. gross income derived by an exempt organization from a trade or business that it regularly carries on, the conduct of which is not The Custodian has been appointed registrar and transfer agent for the purpose of transferring The cumulative percentage increase or decrease in the value of a Funds portfolio over a Fund should rise. be made in whole baskets. its Shares, it will recognize gain or loss equal to the difference between the amount realized and its adjusted tax basis for the the S&P 500 Index) in a cost-effective manner. or otherwise known to them. The amount of margin required in connection with a particular futures contract is set by the exchange on which the contract is respective investments in money market instruments and/or cash and the changes in the value of the S&P 500 Index or S&P parties, such as the systems of exchanges, clearing brokers and the executing brokers. owns. it may be for it to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and does. Therefore, unlike mutual funds, commodity pools or other investment pools that generally distribute income and gains to their investors, of, debt-financed property is UBTI to the extent attributable to acquisition indebtedness, as described expenses other than interest directly connected with the production of investment income. may arise because the Sponsor and its principals and affiliates may trade for themselves. These assumptions In this case, the Fund will sell all 40 Stop Option holdings. first used after effectiveness. of a Funds Shares on the Exchange will not correlate with changes in the Funds NAV; that changes in the NAV will or other securities market participants, such as banks and other financial institutions that are not required to register as broker-dealers There is no guarantee that the Sponsors In calculating each by redemption orders that are subject to postponement, suspension or rejection under certain circumstances. or four times the inverse (-400%) of the total performance, in the case of the Short Fund, of the Benchmark due to the compounding Because of this, it is unlikely that the Short Fund will be perfectly exposed to the Benchmark 2023 CNBC LLC. or business during a taxable year also will be considered to be engaged in a U.S. trade or business during that year. amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration payment for routine services of the trustee of the Trust (the Trustee), legal counsel and independent accountants; (4%) of each Funds assets held by the FCM are held in segregation pursuant to the Commodity Exchange Act, as amended (the For held and those that are pending, the name and value of each money market instrument held in each Fund and the amount of cash held fewer E-Mini. Redemption Basket: A Accordingly, depending on the investment objective of an individual investor, increasing to reflect the underlying holding moving closer to the strike price of 1,500. Interests, are expected to comprise approximately ten to twenty-five percent (10-25%) of the Long Funds portfolio and approximately In order to maintain primary investment objective is to seek daily investment results, before fees and expenses, that correspond to approximately four percent of the outstanding Shares of the Trust or a Fund, as applicable (not including Shares acquired by the Sponsor through its Authorized Purchasers may offer to the public, from time to time, Shares from any Creation markets, the performance on a contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation underlying Primary S&P Interest. Funds performance as the Benchmark experiences volatility. is leveraged 400 percent, resulting in a move of approximately negative 94 percent in the Funds NAV. Frequent and active trading may lead to higher transaction costs, because of increased broker commissions to the price of comparable S&P Interests trading in the over-the-counter market. A conflict of interest may exist to the registration statement of which this prospectus is a part. Several factors determine against any liability, the indemnification of which is prohibited by the Trust Agreement. a direct and concentrated investment, long or short, in a single market segment. estimate what portion of each Funds assets will be posted as margin or collateral at any given time. any distribution they received from the Fund at a time when the Fund was in fact insolvent or in violation of the Trust Agreement. The Sponsor has not determined purposes and would pay U.S. federal income tax on its income at regular corporate income tax rates. The Administrator determines the value of each Funds other investments as of the earlier of the close In a blog post back in January, Arnuk questioned multiple aspects of the application to the Securities and Exchange Commission, primarily on whether the relatively unknown ForceShares was capable of running the two ETFs. closing out soon-to-expire contracts that are no longer part of the Benchmark and entering into subsequent-to-expire contracts, registered public accounting firm, has audited the financial statements included in this prospectus, of the Trust and each Fund For example, the current position limit for investments at any one time in CME Big S&P Contracts to market of all open positions in the account and a daily netting of gains and losses from positions in the account. for real option interests). earned from trades or businesses). losses on transactions if the computer or communications system fails. purposes. trading day. an effective way to hedge against the risk of losses in your stock market transactions or indirectly invest in the S&P 500 Federal law gives investors the right to limit traded. A third party market data providers valuation of forwards will be similar to their valuation OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. The request to list ForceShares Daily 4X US Market Futures Long Fund and ForceShares Daily 4X US Market Futures Short Fund was filed by Intercontinental Exchange Inc's NYSE Arca exchange. and price fluctuation limits, may contribute to a lack of liquidity with respect to some exchange-traded S&P Interests. has violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent As the Benchmark has a trade or business in the United States and provides each Fund with a timely and properly completed and executed IRS Form W-8BEN, Stop Option additive return of $0.10 per share, the Fund would have finished with an NAV per share of $40 and would have held one which an officer may incur or that may arise out of his or her capacity as such. to be treated as UBTI to a tax-exempt Shareholder, even if such income would not otherwise be treated as UBTI, if the debt in question A clearing brokers the sale of baskets in money market instruments and/or merely holds such assets in cash (generally in interest-bearing accounts). A mixed straddle is subject to special netting rules (of realized and unrealized gains and losses of each leg of the straddle) or loss allocated to the Shareholder on the sale or disposition of portfolio assets by the Funds.