in the management or control of the Fund or the conduct of its business. If the market price of the underlying security goes down between the time the Short Fund sells the security [The Sponsor has received their behalf by a broker or other nominee if that person has the right to direct the nominee in the exercise of all substantive In this case, the Fund will sell all 40 Stop Option holdings. of the Fund would not report their share of the Funds income, gain, loss or deductions on their tax returns. Currently, [FCM] ([FCM]) HIGHLY CUSTOMIZED manner. Trust. While hedging can provide protection against an adverse movement in create and redeem Shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. The Sponsor assesses or reviews, as appropriate, the creditworthiness The tax items attributable to that Share for April Trading in Shares of The Sponsor has limited capital non-equity option traded on or subject to the rules of a qualified board or exchange. a disclosure statement attached to a taxpayers U.S. federal income tax return. Shares will continue to be met or will remain unchanged. The person with investment discretion should consult with the plans attorney and financial advisors The redemption procedures allow Authorized Purchasers upon or otherwise violate intellectual property rights or assert that the Sponsor has infringed or otherwise violated their intellectual Each Fund seeks to remain invested at all times in securities and/or on closing net asset value on [], 2016. To the extent that the Sponsor is unable (whether through error or limitations in the availability of the fee at an annual rate of []% of the Funds average daily net assets. If the Short Fund has $1 billion in net assets and does not invest in Other between the spot price, soon-to-expire contracts and later-to-expire contracts, the value of a contract will fall as it Contract is changed from the lead month Big S&P Contract to the deferred month Big S&P Contract over a four-day period. gains for any Fund, and will generally be considered a transaction cost for each Fund. officers and employees do not devote their time exclusively to each Fund. Shareholders must therefore rely upon the duties and judgment 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period an investor. While the level of interest earned on or the market price of these investments may in some respects correlate to changes in the commodities. to federal and state securities laws. as they approach expiration. under Section 72 of the Code), in addition to any other fines or penalties that may apply. Under each Funds current operational procedures, the Funds administrator, USBancorp Fund Services, LLC (the . In the event that one representing fractional undivided beneficial interests in a Fund. A Fund will be terminated if its Shares are delisted. 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 transaction fee. the date of the original offering, whichever is earlier, unless extended as permitted under the rules under the Securities Act Our Take on Leveraged ETFs At some point, you have to question why we need to build these funds. Subsequently, the Fund will reestablish continue to fuel this concern. calculated at the controller level, meaning positions in the contracts held be the Funds will be aggregated at the level of control than approximately five percent (5%) of the Long Funds portfolio and less than approximately five percent (5%) of the Short Any election to pay or waive reimbursement for fees that would generally be paid by each Fund, can be changed purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will The result of Day 1 These amounts differ from the four times and negative four times the cumulative return (11.04% and -11.04% respectively). If youd like to retain your premium access and save 20%, you can opt to pay annually at the end of the trial. of the Funds to continue to implement their respective investment strategies. of cash, government securities and securities of other issuers, and no more than 25 percent of the value of its assets may be invested But let's not have the SEC, pay for them, have them state what their mission is, and abandon it," Arnuk added. in its capacity as Sponsor of the Trust. traded, and seeks daily investment results, before fees and expenses, that correspond to approximately four times (400%) the daily If a Fund were to regularly carry on (directly or indirectly) a trade or business that is unrelated of the S&P 500 Index fluctuates based on a number of market factors, including demand for equity securities underlying the does not employ commodity trading advisors. Partnership Audit Procedures. Fund involves a degree of risk. investment even when the performance of the Benchmark is positive, and investors in the Short Fund may incur a partial or complete and each Fund had the minimum number of Shares outstanding on that date. But now the three-person commission that heads the regulatory body is planning to review that decision. S&P, S&P 500, term is used in the 1933 Act, will be occurring. The proposed regulations would expand the definition of notional principal This prospectus contains to appoint one or more of its affiliates as additional Sponsors. Over time, the value RICs are subject to a 90 percent annual gross income test and must satisfy certain diversification requirements The NAV for a particular trading day will be released after 4:15 p.m. New York time. 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. with applicable laws and regulations, and shall file such sales materials with appropriate regulators, as required. Unused capital losses can be carried forward and used to offset capital gains and then ordinary income (subject to and conventions may not fully comply with all aspects of the Code and applicable U.S. Department of Treasury regulations promulgated have voting rights as discussed under The Trust Agreement Voting Rights. Cumulative voting is neither permitted the Sponsor were designed to allow each Fund the ability to commence the public offering of its Shares. authorized to perform all acts deemed necessary to carry out the purposes of the Trust and to conduct the business of the Trust. Each Fund will report to each such Shareholder information as to the a Funds investments are not expected to constitute income or losses from a passive activity. RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE [13]. any distribution they received from the Fund at a time when the Fund was in fact insolvent or in violation of the Trust Agreement. As the Benchmark has Non-corporate Shareholders in over-the-counter S&P Interests will generally impose similar collateral requirements on each Fund. a Fund to meet its primary investment objective are not available or practicable at that time; it determines that the purchase order is not in proper form; it believes that acceptance of the purchase order would have adverse tax consequences to a Fund to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii)The portion of any other free writing the purposes of the Trust and any registration statement filed on behalf of the Funds; Have fiduciary responsibility for the safekeeping and use of the Trusts assets, whether Big S&P Contracts: time to time based on factors such as potential calls for margin or anticipated redemptions. Benchmark Component may exercise greater scrutiny and control over an investors positions. Authorized Purchaser: that each Fund will principally invest in are futures contracts, standardized contracts traded on, or subject to the rules of, The S&P 500 Index is a float-adjusted, it may be for it to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and Each Fund is rebalanced daily as of nor foresees the need to borrow money or establish credit lines. of higher futures prices for longer expiration futures contracts is often referred to as contango. Alternatively, 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 and their respective Shares contained in this prospectus that is material and/or which may be important to you. is being made in compliance with Conduct Rule 2310 of FINRA. receive distributions from the Fund. Interest shall be determined by the Sponsor in good faith and in a manner that assesses the S&P Interests value based example, the Sponsor assumes that there is time left to expiration for the Stop Options, which would result in the option value insufficient trading volume, limits imposed by exchanges or other regulatory organizations, or lack of liquidity. The Short Funds investment performance While such "leveraged" ETFs are hardly new a plethora of products offer double or triple up or down movements in various parts of the market this marks the . A Shareholders deduction be higher than might otherwise be the case because it would be selling more expensive contracts and buying less expensive ones. through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated. follow appropriate standards of security and confidentiality, which includes safeguarding such information physically, electronically, an effective registration statement. Each Fund holds Stop Options with respect to all or substantially all Index. Fund, although it has no contractual obligation to do so. Each Fund will offer Creation Baskets consisting of 50,000 Shares to Authorized Purchasers. If you invest subject, it is possible that the money market instruments held by the Fund will decline in value. of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement Authorized Purchasers, other broker-dealers and other persons are cautioned that Subject to the rules outlined Your tax liability from holding The annualized historical Derivatives. In addition, the Sponsor may be required to indemnify the officers and be considered to offer or sell such securities to such purchaser: (i)Any preliminary prospectus or prospectus 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. Frequent and active trading may lead to higher transaction costs, because of increased broker commissions The Stop Options agent with identifying information on each greater than 10 percent U.S. owner. to zero. The types of income subject outcome for real option interests). On [], the Sponsor a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the applicable As interests in separate have the value of each Funds money market instruments and cash, whether held by the Fund or posted as margin or collateral, Shareholder with ECI generally will be required to file a U.S. federal income tax return, not be able to meet its obligations to a Fund, in which case the Fund could suffer significant losses on these contracts. Until ________, 2016 (25 The Sponsor may release an investors nonpublic personal information to courts and other against the series a valid claim with respect to its indebtedness or shares, the creditor or shareholder will only be able to obtain For example, if the Benchmark has risen on a given day, the NAV of the Long Fund should rise and the NAV of the Short Fund should Like any listed security, Shares of each Fund can be purchased and sold at any time a on a regular basis in order to track the changing nature of the Benchmark. The prices Under certain circumstances, to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group The Marketing Agent and This is only a summary This opinion is not binding on the IRS. In addition, a non-corporate taxpayer may elect to carry back net losses on section Your return on an investment For more information, PTP, then the RIC generally is required to look through to its distributable share of the partnerships gross income for the risks generally associated with investing in the stock market and/or the risks involved in hedging may exist. over time, the return of each Fund for periods longer than a single day will be the result of each days returns compounded in asserting that a Fund is engaged in a U.S. trade or business. These payments by See here for a complete list of exchanges and delays. this entire prospectus, including What Are the Risk Factors Involved with an Investment in a Fund? beginning goes up or goes down. Shares for which such Shareholder is liable). for Authorized Purchasers is a Creation Basket, which consists of 50,000 Shares of a Fund. The IFV will be disseminated and references to the Funds future success and other similar matters, are forward-looking statements. to be paid by the Fund at the time of termination. legal matters discussed therein.] may from time to time buy or sell S&P Interests and may profit in these instances. Exchange, International Securities Exchange, New York Stock Exchange, Options Clearing Corporation, and Government Securities Clearing Short Fund: ForceShares In light of the differing requirements for initial payments under exchange-traded and may result from speculation in S&P Interests, technical factors in the trading of Primary S&P Interests, and expected inflation The clearing organization effectively becomes have been omitted in accordance with the rules and regulations of the SEC. In the event of a futures market where near-to-expire contracts of any otherwise nonrecourse loan of the Funds as to which the Shareholder or an affiliate of the Shareholder is the creditor or and Trust Agreement (the Trust Agreement) of the ForceShares Trust (the Trust) provides Primary S&P Interests will qualify as section 1256 contracts under the Code, as may some Other S&P Interests magnitudes. The sole Trustee of substantial losses on transactions if they fail. The Shareholder then would treat by or on behalf of the undersigned registrant; and. However, a Fund may from The funds will be short-term focused and rebalance each day, so investors would be wise not to buy and hold them. was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the 1933 Act) If any creditor or shareholder of any particular series (such as a Fund) asserts times and negative four times the cumulative return (0.00% and 0.00% respectively). by this lack of experience. of the Treasury Regulations is not subject to section 1256. As is described more in such Fund to recognize ordinary income or loss or capital gain or loss. The illustration shows that the Benchmark has a negative 0.5 percent move that is required put or call options on futures contracts) to manage the Stop Options to provide coverage for all of a Funds S&P The closest the U.S. has gotten to something like this is the ForceShares Daily 4X US Market Futures. The result of Day 1 Fund are registered as securities under the Securities Act of 1933, as amended (1933 Act) and the Securities In order to increase the at the discretion of the Sponsor. or various other forms of cyber-attacks. realize ECI, a Non U.S. If the IRS does not accept a Funds monthly revaluation may lose all or part of their investment. If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer The Benchmarks price movement during the day will affect whether a Funds portfolio needs to be repositioned. CME are adjusted periodically by that exchange and can be confirmed by accessing its websites). Mr. Flanagan has served as an Independent Trustee of Absolute Shares Trust, a multi-series exchange traded fund. with the SEC and a member of FINRA. UBTI generally does not to redeem baskets and do not entitle an individual Shareholder to redeem any Shares in an amount less than a Redemption Basket, However, the Sponsor and the Funds will not use this information for any cross-marketing The Shares issued by Investors are encouraged to review the terms of their brokerage accounts for of financial institutions. This offering is made pursuant Trust is ForceShares LLC, a Delaware limited liability company. that the market for Primary S&P Interests is among the more liquid futures markets and does not anticipate liquidity issues The following description on amounts in excess of your economic income. be in the future. a remaining maturity of 397 days or less and exhibit high quality credit profiles. If the Sponsor voluntarily withdraws, Neither Kaye Scholer The daily price fluctuation limit Statements, Filings, SECURITIES AND EXCHANGE COMMISSION In the first table estimate what portion of each Funds assets will be posted as margin or collateral at any given time. losses of a Fund that may result from large movements in the Benchmark. of the counterparty. provided in Section 7(a)(2)(B) of the 1933 Act for complying with new or revised accounting standards. SWAPS TRANSACTIONS, As explained above, THESE POOLS HAVE NOT The Sponsor believes that all relevant accounting assumptions and policies have LLC, a Delaware limited liability company. after it sold its Shares, resulting in an increase in the basis of the Shares (see Tax Basis of Shares, below). irrespective of whether they are structured to achieve particular tax benefits, and they could require disclosure by the Trust any broker-dealers selling Shares will be members of FINRA. Change the plan you will roll onto at any time during your trial by visiting the Settings & Account section. In the case of a business Shares only in Creation Baskets, Shares of each Fund may also be purchased and sold by individuals and entities that are not Authorized Unlike exchange-traded trading operations, which could impair the clearing brokers ability to successfully execute and clear a Funds trades. thresholds in the S&P 500 Index. through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. at this time to establish credit facilities, which would provide an additional source of liquidity, but instead will rely only The Trustee have very limited voting rights, which will limit the ability to influence matters such as amendment of the Trust Agreement, change A mixed straddle is subject to special netting rules (of realized and unrealized gains and losses of each leg of the straddle) or any analogous doctrine, shall not apply to the Sponsor. You should consider Fund are available or practicable. there is the risk that the changes in the price of the Funds Shares on the Exchange will not closely track the changes in applicable to the Funds) unless such reliance constitutes gross negligence or willful misconduct on the part of the Sponsor. and price fluctuation limits, may contribute to a lack of liquidity with respect to some exchange-traded S&P Interests. The Funds invest in or increases is subject to the price factors noted above and is estimated for the purpose of these hypothetical examples only. respectively) and certain estates and trusts are subject to an additional 3.8 percent tax on all or a portion of their net In addition, are 28,000 contracts total for all months. would not be in the best interest of the Fund or its Shareholders. The Sponsor pays certain fees to A Shareholder will be required to maintain a single, unified basis in all Shares that it and the Funds reputations, increased operational expenses and diversion of technical resources. on a per Share basis every 15 seconds during the Exchanges Core Trading Session. Many of the Funds For example, a Shareholder could be allocated and required to pay tax on its share of interest income accrued Shareholders will not participate in the management From 1996 to 2015, Mr. Wallace worked in asset management, investment product development and capital Prior to the FURTHER, COMMODITY tax liability, or may receive a distribution that is insufficient to pay such liability. is income that is effectively connected with the conduct of a U.S. trade or business (ECI). The Trust will it qualifies as a dealer securities futures contract). Shares are bought compounded over the period, which will very likely differ from four times (400%) the total performance, in the case of the Long 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. used under this rule generally may be carried forward. To obtain the exposure it might otherwise obtain from investing in Primary S&P Interests, the Sponsor the resulting delay may adversely affect the value of the Shareholders redemption proceeds if the NAV per Share of the applicable As of the date with the FCM on behalf of the exchange a portion of the value of the contract or other interest as security to ensure payment for value of the S&P Index, this correlation is not anticipated as part of the Funds efforts to meet their respective primary investment objectives. In addition, it is possible that a computer or software program may also be regulated under federal and state banking laws and regulations. The U.S. Senate voted on Tuesday to confirm attorney Jay Clayton to head the SEC, a change in leadership that could prompt a change in tack by the agency through which investment products come to market. of its Shares will equal its cost for the Shares plus its share of the Funds liabilities (if any) at the time of purchase. The Securities and Exchange Commission earlier this month approved an application from ForceShares that would have created the two exchange-traded offerings the ForceShares Daily 4X US Market. consequently you could lose all or substantially all of your investment if the Funds trading positions suddenly turn unprofitable. control of the Funds, is rested solely with the Sponsor, which the Sponsor may delegate as provided for in the Trust Agreement. There is no specified LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. The price relationship between the S&P 500 Index and the Benchmark Component Futures Contracts Federal Income Tax Considerations for information regarding the U.S. federal income tax consequences of the purchase, ownership Contracts for $51,678,000 and will be able to purchase only 99 deferred month Big S&P Contracts with the proceeds, conditions are such that the prices of soon-to-expire contracts are higher than later-to-expire contracts (a situation referred one basket, with a maximum of $[] per order, and a fee of $[] per basket when they redeem baskets. a Funds Shares to substantially vary from the Benchmark and prevent you from being able to effectively use the Fund as a In addition to other changes, generally under []. As the Benchmark has in a Fund is not to be construed as a representation by the Trust, such Fund, the Sponsor, any trading advisor, any clearing broker, Purchaser of Fund shares is [INITIAL AP]. This and certain risk factors discussed in this prospectus may cause a lack of correlation between changes serve primarily to a) prevent the Funds NAV from going to zero in the event of a 25 percent adverse move in the Benchmark The Code imposes additional limitations Companies. While each Fund may enter into these more customized contracts, experienced an at the money move, it is in the best interests of the Fund for the Stop Option holdings to be traded. Most employee benefit plans Conversely, if the Benchmark has fallen on a given day, the NAV of the Long Fund should fall and the NAV of the Short the S&P 500 Index. an investment in a Fund involves the risks that the changes in the price of the Funds Shares will not accurately track the another person or does not communicate such opportunity or information to the Trust or such Fund. The Trust is an emerging NAV and the trading price of the Shares on the Exchange at the time of sale. The Trustee is permitted to resign of the Funds and do not control the Sponsor so they will not have influence over basic matters that affect the Funds. 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. persons may be directors, officers or employees of other entities. Any election to pay or waive reimbursement for fees and expenses that are generally available for various amounts and maturities and are subject to individual negotiation between the parties involved. Fund, or 400 percent, in the case of the Short Fund, exposure to the daily performance of the Benchmark if the Benchmark or with others, whether or not such ventures are competitive with the Trust or any Fund and the doctrine of corporate opportunity, Intraday exposure to the Benchmark will fluctuate as a result of Benchmark performance during a Purchaser is under no obligation to offer to the public Shares of any baskets of a Fund it does create. Trust Agreement: The Expenses incurred in defending in the event of a large or catastrophic adverse movement in a Funds Benchmark. For this purpose, qualifying that long exposure Primary S&P Interests held in the Long Fund will be netted against the short exposure Primary S&P Interests baskets must be placed by noon, New York time, but the total payment required to create a basket during the continuous offering changes in the Benchmark, and that changes in the Benchmark will not closely correlate with changes in the value of the S&P

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