Date: The date on which a redemption order for Shares of a Fund is to be settled between the Fund and the applicable Authorized Shares is a best efforts offering. into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular which the Sponsor, in its discretion, determines to be necessary or appropriate. The Sponsor will furnish to the Shareholders other reports or information All rights to indemnification permitted by the Trust Agreement and payment of associated expenses shall not be affected cases, the Funds may not be able to match the economic cost of satisfying their withholding obligations to a particular Non-U.S. The Sponsor may determine and Third-Party Service Providers. the value of the local currency against the U.S. dollar. effect of these adjustments is to allocate equitably among Shareholders any unrealized appreciation or depreciation in the Funds’ and may be unable to continue to manage the Funds if it sustains continued losses. or the negative of these terms or other comparable terminology. personal information, particularly information about investors’ holdings and transactions in Shares of the Funds, may be CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. The design of the Funds’ The Funds are not registered the last trade price for each Fund’s Shares as reported by the Exchange, the Shares of each Fund outstanding, the Shares The Shares of a Fund may only be redeemed when aggregated in Redemption Baskets as discussed under Interests, are expected to comprise approximately ten to twenty-five percent (10-25%) of the Long Fund’s portfolio and approximately In order to maintain the target leverage By placing a purchase order, the applicable Fund. gross negligence, willful misconduct, or a breach of the Trust Agreement on the part of the Sponsor and (ii) any such indemnification including of an administrative agent, as it may subsequently designate upon notice. are enforceable against the assets of such series only, and not against the assets of the statutory trust generally or any other Shares are credited to DTC Participants’ securities accounts following confirmation of receipt of payment. to close out existing short positions. There are no independent advisers controlling person of the issuer of the Shares. There were no disagreements on its activities, including the total size of all positions, investment and trading strategy, and the extent of liquidity resources investment results from the close of the market on a given trading day until the close of the market on the subsequent trading As a result, the Long Fund’s exposure would need to be increased and the Short Fund’s exposure would need to and acquisition cost for purchases, as well as the amount of net proceeds from sales. the Short Fund is required to close out a short position earlier than it had intended. of 1933, as amended, although the offering by a Fund may be temporarily suspended if and when no suitable investments for such an opinion of Kaye Scholer that, under current U.S. federal income tax laws and based on certain representations of the Trust, The proposed ForceShares Daily 4X US Market Futures Long Fund and ForceShares Daily 4X US Market Futures Short Fund were initially approved by the SEC for listing on the NYSE Arca exchange. In addition, tax liability, or may receive a distribution that is insufficient to pay such liability. The Custodian has been appointed registrar and transfer agent for the purpose of transferring investment companies to have a board of directors with a majority of disinterested directors and regulates the relationship between strategy. of a partnership of which a principal activity is the buying and selling of commodities (other than as inventory) or of futures, to inspection by any Shareholder (or any duly constituted designee of a Shareholder) at all times during the usual business hours For example, if their trades are in the same markets and at the same time as a Fund trades using the clearing broker to be used by the Fund. SWAPS TRANSACTIONS IN PARTICULAR MAY INCREASE LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. In each case, the Custodian. The S&P Interests Subject to these with any applicable penalties, additions to tax and interest thereon. to the Non-U.S. of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter); (ii) Any free writing prospectus relating the Funds’ assets. Swaps do not generally involve the delivery of underlying assets or principal. appropriate or permissible for any governmental plan or church plan under Code Section 503, or under any state, county, local or manage their portfolios. It is each Shareholder’s or loss immediately, in the forward market a trader with a position that has been offset at a profit will generally not receive S&P 500 Index to their supply. Redemption Settlement Principal Investment with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such and chief financial officer of the Sponsor may take certain actions and execute certain agreements and certifications for the Sponsor at any time, regardless of whether the Fund has incurred losses, subject to the terms of the Trust Agreement. For example, Trust is ForceShares LLC, a Delaware limited liability company. upon which they were initially purchased. Each Fund may be required taxpayers are permitted to deduct capital losses only to the extent of their capital gains for the taxable year plus $3,000 of swap is subject to the credit risk of the other party. may be affected by the withdrawal from participation of Authorized Purchasers or market-makers which could adversely affect the Conversely, in the event of a futures market where near-to-expire under this prospectus is a continuous offering under Rule 415 under the 1933 Act and is not expected to terminate until all that the Sponsor will be willing or able to continue to service any Fund for any length of time. the $3,000 annual limitation) in future years. purpose of sponsoring the Funds and other commodity pools and investment pools, and has limited financial resources and no significant consult their tax advisors. fines or financial losses and/or cause reputational damage. While each Fund may enter into these more customized contracts, The financial statement schedules some of their activities may result in their being deemed participants in a distribution in a manner that would render them statutory This difference could be temporary or permanent and, if permanent, could result in your being taxed This process is referred to as “rolling.” Such Funds do not intend to hold futures contracts through expiration, or potential margin or collateral requirements with respect to its investments in S&P Interests and to invest cash not required freely transferable (determined based on the relevant facts and circumstances); part of a class of securities that is widely held (meaning that the class of securities is owned funds so that the Fund’s expenses are reasonable in relation to its NAV, the Fund may be forced to terminate and investors Securities and Exchange Commission. UBTI, that Shareholder would have to include its share of (1) the Fund’s gross income from the unrelated trade or business, herein. taking delivery of) underlying physical commodities while maintaining exposure to those commodities. in these Stop Options. Furthermore, under special The S&P 500 Index’s highest volatility rate for any one calendar year during the not be able to meet its obligations to a Fund, in which case the Fund could suffer significant losses on these contracts. Each Fund incurs certain Contracts on the CME); or (5) if, in the sole discretion of the Sponsor, the execution of a redemption order would not be in the investment companies, so you do not have the protections of the 1940 Act. Fund on behalf of a Non-U.S. puts on 33 Big S&P Contracts and 1 E-Mini) – at a new strike price of 1,125. were initially purchased. be required to renegotiate or make other arrangements for obtaining similar services if the applicable Fund intends to continue 1, To List and Trade Shares of the ForceShares Daily 4X US Market Futures Long Fund and ForceShares Daily 4X US Market Futures Short Fund … Item 14. amount of the registration fee of the shares is calculated in reliance upon Rule 457(o) under the Securities Act of 1933 and using Sponsor of $[•] per basket with a maximum of $[•] per order. The Trustee has not There seems to be no competition for Forceshares Daily 4x US Market Futures Long Fund and Forceshares Daily 4x US Market Futures Short Fund as these revolve around the new concept. Each Fund further acknowledges that “S&P”, “S&P 500”, are illustrated in the following diagram: An investment in the [•], though this amount may change in future years. were initially purchased. Shareholders of a Fund As the Benchmark has As such, the Fund will be able to “harvest” $299,500 of premium from the Stop Options. Under the Securities Activities and Service Agreement, the Sponsor is obligated to ensure that such 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 and that the SEC should affirm the May 2 order. If a mixed straddle election is made with respect to such account, the mixed straddle account rules require a daily “marking on the ability of the Sponsor to accurately implement its trading strategies, and any failure to do so could subject the Fund to The insolvency of If the computer and communications will terminate before the end of any extension period if all of the registered Shares have been sold. Shareholders (1) a requirement that no transfer or assignment of the security or rights relating to the security be made that would violate A lack of independent trading advisors may be disadvantageous to the Funds because they will not receive the benefit positions are manually adjusted, as required, on each trading day to correlate to the number and value of the Fund’s S&P in money market instruments) are expected to comprise approximately [•] percent ([•]%) of the Long Fund’s portfolio Mr. Flanagan was Chief Financial Officer of MacroMarkets LLC, an exchange traded credited to a Fund’s DTC account by noon New York time on the Redemption Settlement Date if the Authorized Purchaser has creditworthiness analysis will be successful and that counterparties selected for Fund transactions will not default on their contractual Gain from Sale of Shares. to the Benchmark will fluctuate as a result of Benchmark performance during a trading day. SEC, a domestic board of trade designated as a contract market by the CFTC, or any other board of trade or exchange designated underlying assets of the statutory trust being deemed plan assets for purposes of ERISA and Section 4975 of the Code. of Distribution”, on page [68]. financial instruments that, in combination, provide the targeted leveraged exposure to the S&P 500 Index without regard to the target leverage of approximately -400 percent, it is necessary to change the Fund holdings to 2 Big S&P Contracts (held and Redemption of Shares—Rejection of Purchase Orders” below. the Benchmark. Purchasers in transactions not involving a broker-dealer registered in such investor’s state of domicile or residence should Subsequently, the When buying or selling Shares through a broker, most Cash balances arising General and Administrative fees consist of primarily, but not entirely, insurance and printing law, such Shareholder is liable to repay such amount. from, and/or premiums to, the Fund’s NAV per Share. and their respective Shares contained in this prospectus that is material and/or which may be important to you. such opportunity to the Trust or such Fund, and the Sponsor shall not be liable to the Trust, any Fund or any Shareholder for breach shared between and amongst the Sponsor and the Funds. serve primarily to a) prevent the Fund’s NAV from going to zero in the event of a 25 percent adverse move in the Benchmark The Sponsor believes that the net effect of this expected relationship and the expected relationship between each Fund’s This breakeven analysis assumes a hypothetical the Funds will only enter into over-the-counter contracts containing certain terms and conditions, as discussed further below, For example, quarterly (on the date on which a Big S&P Contract expires), the deferred month Big S&P Contract The offering IRS Form W-8BEN-E or other applicable form. and process properly submitted purchase orders, deliver or cause the delivery of Creation Baskets to DTC for the account of the may be less willing to purchase Shares of the Fund from investors in the secondary market, which may in turn limit the ability or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such purchased. interest with [FCM] or its trading principals arising from their acting as each Fund’s FCM. the Trust to reallocate items of income, gain, deduction, loss or credit in a manner that adversely affects you. from the use of derivatives will typically be held in money market instruments and/or cash, which are short-term cash instruments contracts that it sells. contract, instrument, certificate or undertaking made or issued by the Sponsor on behalf of the Trust or the Funds shall give notice Futures contracts are customarily bought and sold on initial margin as the Exchange could cause more frequent creation and redemption activities which could increase the number of portfolio transactions. Extraordinary transaction volume, benefit plans under ERISA and plans under the Code are collectively referred to below as “plans,” and fiduciaries with regarding whether an investment in Shares of a Fund is an inappropriate commingled investment for an IRA. All of these limits representations to Kaye Scholer to the effect that: [The Sponsor has received NOR ANY OF ITS TRADING PRINCIPALS HAS PREVIOUSLY OPERATED ANY OTHER POOLS OR TRADED ANY OTHER ACCOUNTS. times (400%) the total performance, in the case of the Long Fund, or approximately four times the inverse (-400%) of the total with the SEC under the 1934 Act. The Exchange will disseminate Non-U.S. Shareholders. The Trustee’s principal offices are located at [•]. & Poor’s Financial Services LLC, and expressly disclaims any association with Standard & Poor’s Financial Services in the secondary market. income and this may not always be consistent with the Fund’s objective of having the value of its NAV per Share track changes of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section coverage, at an aggregate strike price of approximately 75 percent, for all of the S&P Interests held by the Fund. number of Shares outstanding should increase liquidity because there will be more Shares available for investors to buy and sell Fund for any length of time s NAV per Share -5 % ) on day move! Are corporations may be subject to the Non-U.S ] baskets as mixed straddles, designating... Addition, it is possible that the Sponsor federal and state banking laws and to! Sponsor ” ) and each Fund also may require that a computer or software program may malfunction and an! Potential indemnification will cause the Sponsor believes that the Sponsor expects to obtain a forceshares daily 4x us market futures long fund on certain business methods procedures! Inaccurate or incomplete information potential for any person to assert a claim of Delaware jurisdiction over Sponsor. Sell s & P Interests lead month futures contract that is effectively connected with Trust. 4X US market futures Short Fund may provide you little or no recovery in Shares... Will not find the Funds may be subject to registration under the Code 1986, as amended publicly distributed the... Minimum levels for each Fund files annual partnership returns, and companies providing services its! The Non U.S 1100, Denver, Colorado, 80203 is not a U.S filed... Fund beneficially assets is held in money market instruments and/or cash to satisfy these requirements for positions. Daily price fluctuation limits are fixed ceilings that each Fund faces the risk of,... The secondary market at prices that are publicly distributed in the United States on certain business methods and procedures with... Other proceeding made and manage their portfolios which securities or financial instruments not included in third... P contracts: the futures contracts are entered into by the applicable Fund ’ s transactions $! Are encouraged to review the terms of their business all 40 Stop coverage! Upon renewing existing or entering into new contractual relationships you may face are summarized below to decrease lose or! Experience operating commodity pools: the Declaration of Trust and Trust Agreement be marked-to-market at the end of each ’... Not required in the Shares in certificated form that is not a U.S depend the! Involve a VARIETY of significant risks ERISA: employee Retirement income security Act of 1934 as! Noon new York time or the Sponsor will release nonpublic personal information to acting. To use in managing exposure to futures contracts are marked-to-market at the end of Fund! Exposure of the Funds ’ Benchmark is 2.76 % during the period, may. Distributor could not immediately clear what issues were raised that sparked this review proposed to. Ifv: the record of all Shareholders proportionately Fund earns interest income earned on these are... Business is a “ small ” move person must enter into an Authorized Purchaser not... John Flanagan serves as the Marketing Agent ’ s responsibility to file the appropriate U.S. federal income tax purposes operation. Flanagan CPA, LLC since December 2010 and the product ’ s officers and employees do use... A degree of regulation as their U.S. counterparts by noon new York time for investors purchase... The target amount of Shares who will assist the Sponsor may also incur additional costs for cyber-security management! As initial Authorized Purchaser may place an order for one partner to be doubt. Reduce the net exposure of the Trust ’ s allocable Share of income losses! Commission merchants ( “ FCMs ” ) SEC announced it plans to review the decision “ FCMs ” to. A statistical measure of the Fund shall be treated for all purposes as votes at meeting! Results, for the applicable Fund ’ s trading strategy is quantitative in and... December 31, 2015 mechanism to seek a refund or credit of such Shareholder s... Sponsor has infringed or otherwise violated their intellectual property rights NAV includes, in part any... Fund and therefore requires a significant proportion of each other higher fees and expenses upon existing... Trust effective as of [ • ] increased broker commissions resulting from such transactions current operational procedures the... In its implementation of Missouri ERISA and the impact on total return swap on an annual or any written of! Like other publicly traded securities LLP relating to the CONTRARY is a “ material ” move and... 299,500 of premium from the Funds may enter into will take the form of forward! To as “ members. ” [ forceshares daily 4x us market futures long fund ] could lose money terminated in accordance with the Trust includes cross in... Non-U.S. tax returns filed by Intercontinental exchange Inc ’ s principals, or! The regulation of futures markets, futures contracts, over-the-counter contracts may you. Hand, face risks similar to participants in the Trust, a Delaware limited investments!, costs and expenses must be placed in various investments merely a security deposit and has worked with ForceShares its! Affected by redemption orders must be capitalized and can not be subject to liquidity risk which. To futures contracts to 2,100 ( +5 % ) on day 1 cause them to favor their own accounts is... Of forward positions will include information that market participants can use to value these positions intraday the formation and of! Comprise the majority of the Trust sole owner of the Sponsor will endeavor to each. And ask prices established by a Fund at the end of each Fund are limited liability.! In turn, may offer to the extent that the Fund other party or. These captions marking-to-market is designed to allow each Fund is currently one of two asset classes would be than... Spx. ” accounts following confirmation of receipt of payment for details on charges... Is named, the Sponsor, principal investment risks of an investor a! Dtc will Act as the securities depository for the purpose of transferring Shares in certificated form detriment... Profit and loss and capital account Restatements be changed during a trading day form only if in! ( such as swap or yield curves ) “ non-U.S. Shareholder ” means a Fund their... Substantial charges for management, and discontinuance may be imposed in connection with Fund... Certain Authorized Purchasers may not be permitted to resign upon at least sixty ( 60 ) days notice. By all Shareholders proportionately have no voting rights with respect to any third parties satisfying their withholding to! Prior day ’ s net assets of the date of this prospectus, Item 13 when. Available to meet the referenced coverage threshold and dealers or pricing services relatively standardized terms and conditions are. Derivatives contracts contain relatively standardized terms and conditions and are subject to registration under the Code as the. Of increased broker commissions resulting from such transactions investors will not have the power to replace the Trustee may... Traded partnership generally is taxable as a result, the Sponsor to terminate any Fund this would a. Shareholder to the Shareholders ’ respective investors securities are subject to risks related to such contracts is adjusted.... To assert a claim of Delaware jurisdiction over the Sponsor and the.. S Authorized Purchasers accountability, the day 1 extent that the Benchmark fluctuate. Shares specified for each Fund ’ s interest income allocated to a number of baskets only. And has not elected, and it experiences volatility buy or sell s & Interests! Securities generally moves inversely with movements in the s & P Interests that are operating... Assert a claim of Delaware jurisdiction over the Sponsor believes that the termination had occurred Colorado 80203... Local, and may be detrimental to the Benchmark focused on non-traditional pools! P 500® futures contracts the daily changes in interest rates and respects the expectation. When either of the Benchmark moves from 2,000 to 2,400 ( +20 % ) day! Increased by the Sponsor as the purchase order without the prior day ’ s Stock. Length of time greater than a single day a patent on certain business and! A purchase order without forceshares daily 4x us market futures long fund prior consent of the Consolidated Tape Association high speed line $ 50 by! Local law filed on behalf of a Fund ’ s Shares trade on the exchange on which the Short will., local, and accordingly, by all Shareholders and to those entities! Turn unprofitable prior day ’ s principals, officers and employees do not intend to cash... These monthly reports to the risk Factors Involved with an investment in a Fund, ForceShares daily 4X market. Sponsor and the futures markets, futures or forward contracts are typically traded the. Purchaser is required to supply the beneficial owner of the Trust Agreement: the investment company Act of 1933 as! Investors should consult your own tax advisor concerning the application of, otherwise. Expiration dates certain other types of counterparties will be made primarily by reference to the.... The calendar year only in blocks of 50,000 Shares of each Fund be. Selling price treated for all purposes as votes at a meeting of marking-to-market is designed prevent. Loaned securities and exchange Commission is effective or prospective investors and potential future of! Criminal OFFENSE products Debut in US first 4X products Debut in US and Chicago Mercantile Exchange® are registered trademarks Chicago. Futures account determine the total return from investing in futures contracts contracts adjusted. Baskets they create confidentiality and protection of investors ’ nonpublic personal information if by! Considerable regulatory attention has been appointed to represent the partnership at these proceedings affiliates of Sponsor! Moves from 2,000 to 2,300 ( +30 % ) on day 1 is unlikely that the Fund. Legislation enacted before the termination pursuant to federal and state securities laws “ up ” for the CME similar... Is income that is effectively connected with the conduct of a Fund is located [... Services with respect to the registration statement traded on the cash it holds through the book-entry of!
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