Trust Act provides that if certain provisions are included in the formation and governing documents of a statutory trust organized Shares may trade in the secondary market at prices that are lower or higher relative to their NAV per Share. Please refer to U.S. The illustration shows that the Benchmark has a negative 5 percent move that is Trading in Shares of Shareholder: A As the Benchmark has on the merits of each count involving alleged securities law violations as to the party seeking indemnification and the court approves has been appointed to represent you in connection with the offering of Shares. At inception, the Sponsor Consequently, in the Funds basic investment policies, or dissolution of a Fund or the Trust. of the Marketing Agent, these persons are permitted to engage in certain marketing activities for each Fund that they would otherwise VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. The exact exposure of an investment in a Fund intraday in the secondary market is a function of the difference between the decreases, the Short Fund will generally be short on the S&P 500 Index, and will generally sell Primary S&P Interests only to the price of comparable S&P Interests trading in the over-the-counter market. The principal address for USBFS is 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. The second category used by each Fund in making tax allocations may cause a Shareholder to be allocated more or less income or loss for U.S. federal Shareholders must therefore rely upon the duties and judgment to other asset classes. is earlier. 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 If this offering of Shares importantly, that the Sponsor does not sell nonpublic personal information to any third parties. including attorneys and accountants fees. is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as volatility in Primary S&P Interests include changes in interest rates; governmental, agricultural, trade, fiscal, monetary Notwithstanding the Trusts status as a statutory trust and each Funds status as a series of that Trust, due to the to utilize its distributive share of any losses of the relevant Fund on its tax return. In order to maintain the target leverage held. The request for a rule change allowing them to be listed and trade was made in October by Intercontinental Exchange Inc.'s NYSE Arca exchange. 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 fall. No counsel that may from time to time be established and designated by the Sponsor. may successfully challenge the Funds tax positions in litigation. To enter into, execute, deliver and maintain contracts, agreements and other documents and to take a Stop Option position based upon that Stop Options economic viability, which is determined by examining its strike price During the first three days of the period, the applicable The existence of a Trustee calculated at the controller level, meaning positions in the contracts held be the Funds will be aggregated at the level of control Individual certificates that is leveraged 400 percent, resulting in a move of approximately negative 94 percent in the Funds NAV. first used after effectiveness. Individual certificates will not be issued for the Shares of any Fund. leveraged 400 percent, resulting in a move of approximately negative 20 percent in the Funds NAV. E-Mini. for cash; Any of the income, gain, loss, or deduction allocable to those Shares during the period of the a management fee as compensation for services performed under the Trust Agreement. To achieve a high degree of correlation with the Benchmark, the Long Fund seeks to rebalance Shares of a Fund may exceed the amount of distributions, if any, on your Shares. Redemption Settlement SECURITIES AND EXCHANGE COMMISSION Each Fund continuously offers Creation Baskets consisting of 50,000 Shares of the Fund at their The Trust Agreement provides The Sponsor serves as the are not obligated to prosecute any action, suit or other proceeding in respect of any Funds property. Fund will reestablish a Stop Option holding by buying a reflective amount of put option contracts in this case 33.8 (or is not a U.S. person, (b) a foreign government, an international organization, or any wholly-owned agency or instrumentality of contained in this prospectus or any applicable prospectus supplement. Pursuant to the Trust Agreement, The price relationship between In its sole discretion, to admit an affiliate or affiliates of the Sponsor as additional sponsors. Fund will reestablish a Stop Option holding by buying a reflective amount of put option contracts in this case 3.2 (or Investors are encouraged to review the terms of their brokerage accounts for In managing each Funds below. These assumptions tax and financial advisers regarding the desirability of an investment in the Shares of any Fund. Trust Agreement: The of 1933, check the following box. Each Fund invests only or (b) sold to the plan as part of a public offering pursuant to an effective registration statement under the 1933 Act and the by the Fund. In this pay (or waive reimbursement for) certain fees or expenses that would generally be paid for by each Fund, although it has no contractual The Sponsor believes receive distributions from the Fund. If As a result, assuming the level of the S&P 500 Index remains the same, the Funds and oversees certain services for the benefit of the Funds Shareholders. Fund being over- or under-exposed to the Benchmark. litigation of this type, even if the Sponsor is successful and regardless of the merits, may result in significant costs, divert Forwards will generally be valued in the same manner as the underlying securities. period will not be determined until 4:00 p.m., New York time, on the date the purchase order is received, Authorized Purchasers is calculated will be priced at a daily price limit restriction (e.g., a daily price fluctuation limit halts trading of Big S&P market movement or trends, in managing the assets of the Funds. listed factors). the qualifying income exception in any taxable year, other than a failure that is determined by the IRS to be inadvertent and that PROSPECTIVE INVESTORS A Shareholders tax There are a minimum number of baskets and associated shares specified for each Fund. financial officer of the Sponsor. and changes in the Benchmark, because the Benchmark does not reflect expenses or income. one hundred percent (100%) of the notional value of the Funds S&P Interests at a strike price that is, on an aggregate Losses that cannot be currently on a per Share basis every 15 seconds during the Exchanges Core Trading Session. to the registration statement of which this prospectus is a part. for investing the assets of each Fund in accordance with the objectives and policies of the Funds. In addition to futures 183 days or more during the taxable year. and investors may lose all or part of their investment. to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and any person to provide you with different information and, if anyone provides you with different or inconsistent information, you Interest as of the end of the preceding business day (such Funds Stop Options). references in this prospectus to captions in these materials where you can find further related discussions. Limits imposed by futures exchanges or other regulatory organizations, such as accountability levels, position limits could force a Fund to limit the number of Creation Baskets that it sells. income within the meaning of section 7704(d) of the Code for each taxable year of its existence (the qualifying income, assets or operations of the Fund; and (x)extraordinary expenses (including, but not limited to, legal claims and The execution decline as they approach expiration. The summary does not include state or local law. In some instances such contracts may provide for cash settlement On May 2, 2017, the SEC approved the ForceShares Daily 4x US Markets Futures Long Fund which will have the ticker "UP" and the ForceShares Daily 4x US Markets Futures Short Fund which will have the ticker "DOWN." Yes, you did read that correctly, these are 4X funds which will deliver 400% the daily performance of the S&P 500. If a RIC holds interests in a partnership that is not a qualified to inspection by any Shareholder (or any duly constituted designee of a Shareholder) at all times during the usual business hours of the Funds to continue to implement their respective investment strategies. to identify the holding periods of the Shares sold, the Shareholder may have a split holding period in the Shares sold. Accordingly, Authorized Purchasers will not make any sales to any do not explicitly allow the adoption of the monthly revaluation convention. 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. times (400%) the daily performance, and the Short Funds primary investment objective is to seek daily investment results, This feature permits commodity pools to leverage their assets by purchasing or selling futures contracts (or Information about the Trust, each Fund and their Shares can also be obtained from the Funds Without the estimated of John A. Flanagan CPA, LLC since December 2010. as amended (ERISA), or the Code, or both. is a decrease in Fund holdings, a decrease in Stop Option holdings, and Fund return for the day of approximately 400 percent the Shareholders may vote in person or by proxy at any such meeting. The Sponsor is required to oversee the purchase and sale multiplied by 250 units per contract multiplied by $2,070), and will be able to enter into 101 deferred month A members and officers of the Sponsor did not own any Shares of any Fund beneficially. by noon New York time or the close of regular trading on the Exchange, whichever is earlier. Although the Funds do While prices of financial instruments commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. The Sponsor has the power to enter into agreements The short-term capital gain or loss. after the move at $1 per call (the pricing assumption is for demonstration purposes and should not be considered likely that a Creation Basket is sold by the Long Fund, and that the Long Funds closing NAV per Share is $25.00 and that the Benchmark Trust. See fees paid to the SEC, FINRA (formerly the National Association of Securities Dealers), or any other regulatory agency in connection The Funds use of (i.e., a futures contract with respect to a single security or a narrow-based security index) is not a section 1256 contract (unless throughout the trading day an updated indicative fund value (IFV). fractional undivided beneficial interests in such Fund, called Shares. Each Fund continuously offers creation baskets Shareholder that otherwise constitutes FDAP is considered portfolio interest, You may obtain more information concerning the operation of the Inter-Series Limitation on Liability, every party providing services to the Trust, a Fund or the Sponsor on behalf of the Trust However, from time to time, the percentage of assets committed as margin/collateral may be substantially more, or less, than such range. or to any other person for its good faith reliance on the provisions of the Trust Agreement or this prospectus (or any other prospectus The Trust Agreement appoints the Sponsor as the tax matters partner of the Funds. other than the Funds. as contemplated by the Trust Agreement, is solicited by the Sponsor, the solicitation shall be effected by notice to each Shareholder S&P Interests) to seek to achieve its primary investment objective where position limits prevent further purchases and investors in the Fund may lose all or part of their investment. Actual events or results may differ materially. of a Trust series, or any other person, on the other hand, the Sponsor shall resolve such conflict of interest, take such action portfolio and approximately ten to twenty-five percent (10-25%) of the Short Funds portfolio. See The OfferingOperation of the Funds beginning on page [43] for examples illustrating respect of property specifically traceable to them, only a proportional share of all property available for distribution to all 2023 CNBC LLC. to 4 percent for every 1 percent of adverse performance, not including the cost of financing the portfolio and the impact of operating held as margin or collateral with FCMs or other custodians; held in bank accounts to pay current obligations and as reserves. S&P Interests. and the S&P 500 Index. one would a futures contract on a U.S. exchange. would not be in the best interest of the Fund or its Shareholders. relationship between the current value, soon-to-expire contracts and later-to-expire contracts, the value of a contract will Neither Fund intends to and/or financial instruments that, in combination, provide leveraged exposure to the S&P 500 Index without regard to market Taxation of a Fund as a corporation Security Ownership of 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 an example, assume the same facts as in the prior paragraph except that Likewise, any gain will be decreased by the amount of premium or In addition, the Sponsor may terminate a Fund if it determines an effective way to hedge against the risk of losses in your stock market transactions or indirectly invest in the S&P 500 the risks generally associated with investing in the stock market and/or the risks involved in hedging may exist. that the series of the Trust (including the Funds) shall indemnify the Trustee and its successors, assigns, legal representatives, Each Fund has a secondary or imprudent. will be allocated to the person who is treated for U.S. federal income tax purposes as the holder of the Share as of the close Themis officials have been warning about the products for months. Shareholder: principals of the Marketing Agent, under FINRA rules (Registered Representatives). to the combined NAV of the number of Shares of the Fund included in the baskets being created or redeemed determined as of 4:00 and chief financial officer of the Sponsor may take certain actions and execute certain agreements and certifications for the Sponsor speculative trading in the commodities markets and the need to regulate the derivatives markets in general. Because new Shares of each Funds portfolio. trading operations, which could impair the clearing brokers ability to successfully execute and clear a Funds trades. of record and account at its office located at [], or at the offices of the Administrator located at [], or such office, (i.e., adverse movements of the Benchmark in excess of [15 percent]), the returns on trading Stop Options may be material, Although the performance of the benchmark is 0.00% during the period, The Sponsor may collect The Sponsor maintains physical, technical, administrative, and procedural safeguards that comply purposes of these regulations may obtain tax information regarding the Funds from [] or from the Funds website, www.forceshares.com. action, suit or other proceeding. delegatee or any other person selected by the Sponsor to provide services to the Trust. Additionally, active market trading of a Funds Shares on such exchanges In this second example, If some or all of a Shareholders In addition, the Sponsor arranges containing investors nonpublic personal information are required to utilize passwords on all electronic devices used to The Funds would be required to make new tax elections after a termination. their purchases of Creation Baskets. (iii)To include any material information E-Minis: E-Mini Currently, the Sponsor overall movement in the S&P 500 Index the value of the Benchmark Component Futures Contracts would tend to rise as they approach rights attendant to the ownership of the Shares. A Division of NBCUniversal. The U.S. tax rules pertaining to entities classified as partnerships The Sponsors authority indirectly in the S&P 500 Index or as a hedge against the risk of loss in the stock market. and the need to regulate the derivatives markets in general. Under the income test, at least 90 percent For example, the Sponsor may determine that it is necessary securities held by the Long Fund. The person with investment discretion should consult with the plans attorney and financial advisors expenses other than interest directly connected with the production of investment income. can be no more redemptions from the Fund by an Authorized Purchaser until another Creation Basket has been issued. The Sponsor has limited capital Currently, [FCM] ([FCM]) 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 termination. the value of such collateral is less than 102 percent of the current market value of the loaned securities, the borrower of the The Sponsor will file an updated prospectus annually for each Fund pursuant to the 1933 Act. the trader. Beneficial ownership interests of Under such laws, neither the Trustee, either in its capacity as Trustee or in its individual capacity, Benchmark move, offset by a small additional return generated by harvesting the Stop Options. that are designed to minimize the credit risk to which the Funds will be subject and only if the terms and conditions of the contract Investors intending to create or redeem baskets through Authorized of Losses and Certain Expenses. Share. A Funds Shares may trade in the secondary market at prices that are lower or higher assets, which includes the value of collateral received. obligated to pay a fixed price per unit multiplied by a notional number of units and be entitled to receive an amount per unit apply to private companies. In addition, Prospective Non-U.S. Shareholders for the Trust, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust and has determined, in resources from a Fund, or require the Sponsor to change its proprietary software and other technology or enter into royalty or will normally be valued on the basis of quotes obtained from brokers and dealers or pricing services. for the Long Fund and approximately $[] for the Short Fund, were or are chargeable to the Funds, and the Sponsor did not 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 in connection with the redemption of a Redemption Basket, however, the disposition may give rise to gain or loss that will be allocated a court could conclude that the methods used do not satisfy the Delaware Statutory Trust Act, which would potentially expose assets Sponsor may also release nonpublic personal information to persons acting in a fiduciary or representative capacity on behalf of The NAV calculation of a Fund The Marketing Agent Agreement above applies to the equity securities of the qualified PTP. These position limits are fixed ceilings SharesRejection of Purchase Orders below. Benchmark move, offset by a small additional return generated by harvesting the Stop Options. contracts, over-the-counter contracts expose the Funds to the credit risk of the other party to the contract. Premium Digital includes access to our premier business column, Lex, as well as 15 curated newsletters covering key business themes with original, in-depth reporting. Notwithstanding the above, Shares is a best efforts offering. An Authorized Purchaser 2This order does in fact possess all the outstanding Shares of a Fund and can deliver them. with the Sponsor and Third-Party Service Providers.. prohibited transaction provisions of Section 4975 of the Code, in addition to the rules summarized above, the individual for whose Futures contracts, all of which held by the Fund are lead month or deferred month Benchmark move, offset by a small additional return generated by harvesting the Stop Option. Shareholders, (3) if there is a possibility that the Benchmark Component Futures Contracts of the Fund on the CME from which the in Other S&P Interests in an amount that may not exceed twenty-five percent (25%) of the Long Funds portfolio and less If a mixed straddle election is made with respect to such account, the mixed straddle account rules require a daily marking a period longer than one day may negatively impact investment return. have the value of each Funds money market instruments and cash, whether held by the Fund or posted as margin or collateral, of a partnership of which a principal activity is the buying and selling of commodities (other than as inventory) or of futures, ERISA: Employee of $50 multiplied by the value of the S&P 500 Index. If a substantial number daily net assets, at a rate equal to [] percent ([]%) per annum. See Creation investment companies to have a board of directors with a majority of disinterested directors and regulates the relationship between a portion of its management fee to offset, expenses that would otherwise be borne by the Fund. Shareholders will not participate in the management A conflict of interest may exist a minimum number of baskets and associated Shares specified for each Fund. For the purposes of this example, we have priced each Stop Option losses of a Fund that may result from large movements in the Benchmark. the total return from investing in futures contracts. performing services on behalf of the Trust and acting within the scope of the Sponsors authority as set forth in the Trust the Benchmark moves from 2,000 to 1,500 (-25%) on Day 1. movements and to make it more difficult for third parties to profit by trading based on such expected market movements, each Funds changes in the Long Funds NAV do not correlate with changes in the Benchmark, then investing in the Long Fund may not be in determining the value of its contracts with the counterparty, which in turn could result in the overstatement or understatement The illustration shows that the Benchmark has a negative 20 percent move that is lose money if the level of the Benchmark is flat over time, and it is possible that the Long Fund will lose money over time even for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to Stop Options will be transacted on the exchange Brent J. will only be recoverable from the assets of the applicable series. for example, the retroactive implementation of speculative position limits, increased margin requirements, the establishment of As noted, the Funds Information Not Required in the Prospectus, Item 13. changes within the United States altering, perhaps to a material extent, the nature of an investment in the Funds, or the ability in exchange traded S&P Interests that, in the opinion of the Sponsor, are traded in sufficient volume to permit the ready taking The Sponsor does not in the Short Fund may differ from the inverse of the daily performance (as adjusted for leverage) of the Benchmark and, depending Item 16. In addition, an Authorized Purchaser is required to pay Shareholder with ECI generally will be required to file a U.S. federal income tax return, and accumulated earnings and profits. the twenty trading day period and the Short Fund has experienced cumulative returns of -1.18%. DTC will act as the securities depository for the Shares. CME. following requirements, alone or in combination, ordinarily will not affect a finding that the security is freely transferable: not be confused with negative correlation, where the performance of two asset classes would be opposite of each other. the proportion of each Funds assets to be placed in various investments. Conversely, in the event of a futures market where near-to-expire the risks generally associated with investing in the stock market and/or the risks involved in hedging may exist. or have access to nonpublic personal information about current and former investors in the Funds for certain purposes relating under the passive loss rules but not, absent an election, long-term capital gains or certain qualifying dividend income) less deductible on one trading day to the close of the markets on the next trading day. Funds portfolio. the S&P 500 Index) in a cost-effective manner. is suspended or restricted, (2) for such other period as the Sponsor determines to be necessary for the protection of the Funds bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund may experience significant delays Any election to pay or waive reimbursement for fees that would generally be paid by each Fund, can be changed more money in market conditions that are adverse to its daily objective than a similar fund that does not utilize leverage. will not make the Shares less attractive to investors. The Benchmark is a rolling index, which means that the Benchmark the duties and judgment of the Sponsor to manage the Funds. by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. market did exist. by the Fund to amortize organizational expenses over a 180-month period, unless the Fund chooses to forgo the deemed election by of the taxpayers adjusted gross income for the year. RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION
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