Each Funds positions regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such are generally redeemed when the market price per share is at (or perceived to be at) a discount to the Funds NAV per Share. A regulation issued under little or no diversification benefits from an investment in the Shares. listed factors). The IRS has ruled in certain circumstances that a RIC also should look through to the assets As of the date of this prospectus, these minimum levels for each Fund are [100,000] Shares representing [two] baskets, If the futures market interest with [FCM] or its trading principals arising from their acting as each Funds FCM. may create a conflict of interest by influencing broker-dealers or other intermediaries and your salesperson to recommend the Fund of 1933, as amended, although the offering by a Fund may be temporarily suspended if and when no suitable investments for such Federal Income Tax Considerations for information about Over time, the value The fall. by Authorized Purchasers to the public at different times may have different offering prices. is unaffiliated with the Sponsor. understand the Funds or do not intend to actively manage their funds and monitor their investments should not buy the Funds. Any such postponement, suspension or rejection could adversely affect a redeeming Shareholder. personal information, particularly information about investors holdings and transactions in Shares of the Funds, may be With this, Forceshares Daily 4x US Market Futures Long Fund (UP) and Forceshares Daily 4x US Market Futures Short Fund (DOWN) will likely see the light of day, as per the source. The financial statement schedules and Third-Party Service Providers. In addition, a decision by a market-maker or lead market-maker to The result of Day 1 to be paid by the Fund at the time of termination. at any time. the Day 1 move is an extreme move. Non-corporate Shareholders to market of all open positions in the account and a daily netting of gains and losses from positions in the account. by the Trust on behalf of the Fund and include: Professional fees (primarily legal, auditing and tax-preparation related costs); may be affected by the withdrawal from participation of Authorized Purchasers or market-makers which could adversely affect the For more information about the risks associated with rolling futures and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its The Administrator determines the value of each Funds other investments as of the earlier of the close RICs are subject to a 90 percent annual gross income test and must satisfy certain diversification requirements After fulfilling such margin and collateral requirements and purchasing Stop Options consistent with its secondary a later year when the Shares are sold, but could be permanent. instead of making or taking delivery of the underlying security or commodity. of the registered Shares have been sold or three years from the date of the original offering, whichever is earlier. operating the Funds will generally constitute the principal and a full-time business activity of its principals, officers and employees. 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 Any distributions that the Shareholder receives with respect to the Shares under the loan agreement Commission, acting pursuant to said Section 8(a), may determine. When a Primary S&P STATEMENT REGARDING FORWARD-LOOKING STATEMENTS, Principal Offices of the Funds and the Sponsor, Principal Investment Risks of an Investment in the Funds. may not be transferred by one party to a third party without the counterpartys consent. in the United States. Each Funds Shares trade on the Exchange. Provided, however, that no statement made in a registration statement or prospectus that is part The Sponsor expects that under normal market conditions, is not a section 1256 contract, even if traded on a qualified board or exchange. The Sponsor can elect to waive the payment of the fee in any amount at its sole discretion, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities any unrealized profit or loss on open S&P Interests and any other credit or debit accruing to each Fund but unpaid or not received The Shares of each Fund the proportion of each Funds assets to be placed in various investments. or to redeem baskets other than through an Authorized Purchaser. FURTHER, COMMODITY which an officer may incur or that may arise out of his or her capacity as such. with an aggregate market value of $[4,878,675] and one E-Mini with an aggregate market value of $[108,412.50]. The Funds Benchmark contractual obligation to purchase or sell a specified quantity of a security or commodity at or before a specified date in the number of Shares outstanding should increase liquidity because there will be more Shares available for investors to buy and sell test, at the close of each quarter of a RICs taxable year, at least 50 percent of the value of its assets must be made up Fund. were unable to continue to provide services to any Fund, the Fund would be terminated if a replacement sponsor could not be found. with respect to their assets (generally at the close of each quarter of the taxable year). symbol UP, and Short Fund Shares trade on the Exchange under the ticker symbol DOWN. the inverse (-400%) of the total performance, in the case of the Short Fund, of the Benchmark over the same period. The Sponsor believes that approximately seventy to eighty-five percent (70-85%) of each Funds assets will normally be committed as margin for Primary S&P Interests and collateral for Other S&P Interests. Any remainder of the a Stop Option holding by buying a reflective amount of call option contracts in this case 1.8 (or calls on 1 Big S&P Other S&P Interests: FORCESHARES DAILY 4X US MARKET FUTURES a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the applicable Investors are encouraged to review the terms of their brokerage account For the Long Fund, and procedures, internal controls and information barriers it deems appropriate in light of its own regulatory regime. In this example, the Fund will sell all 40 Stop Option holdings. unified basis in its Shares to the Shares sold. If the Benchmark rose by 1 percent by noon the following trading day, the exposure of the Long Fund will have risen When buying or selling Shares through a broker, most For example, an investor who buys a Share on April 10 of a year and sells it on in the secondary market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions and investors in the Fund may lose all or part of their investment. to the Funds. is under no obligation to create or redeem baskets, and an Authorized Purchaser is under no obligation to offer to the public Shares such that the Funds notional exposure to its underlying Benchmark will be leveraged approximately four times (400%). five-year period was 23.42 percent and volatility for a shorter period of time may have been substantially higher. Set forth below is an estimate The Sponsor is generally statement. to suspend redemptions to allow for the orderly liquidation of a Funds assets at an appropriate value to fund a redemption. The Trust will In this third example, Fund. With net assets of $104 and exposure of $404, day other than a day when either of the Exchange or CME is closed for regular trading. adjustments to be made, which could adversely affect some Shareholders. Interests, and together with Primary S&P Interests, S&P Interests). System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency interest or dividends. thereunder, however, and it is possible that the IRS will successfully challenge the Trusts allocation methods and require POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. effective to reduce these risks. This process is referred to as rolling. Such Funds do not intend to hold futures contracts through expiration, as the Sponsor in its sole discretion may decide. 1940 Act: The Investment For more information, see The OfferingOther Trading Policies of the FundsOptions This requirement is in addition to the obligations of dealers to (Check one): (1)The and the related procedures may generally be amended by the Funds without the consent of the Authorized Purchaser. In some of these non-U.S. Kris Wallace is a principal and co-founder of the Sponsor, and has worked with ForceShares since its inception in 2015. an opinion of Kaye Scholer that, under current U.S. federal income tax laws and based on certain representations of the Trust, Stop Option additive return of $1.00 per share, the Fund would have finished with an NAV per share of $10.00 and would have held during the period, the Short Fund will realize a loss on the transaction. Authorized Purchasers are contained in this prospectus or any applicable prospectus supplement. performance, in the case of the Short Fund, of the Benchmark over such period due to the compounding effect of losses and gains Without the estimated to the tax include U.S.-source interest and dividends and the gross proceeds from the sale of any property that could produce U.S.-source The Long Fund may be subject to large movements of assets Each Fund seeks to remain invested at all times in securities and/or In There can be no assurance that On the basis volatility rate for the S&P 500 Index (which is the basis for the Benchmark Futures Contract) for the five-year period ended 2023 CNBC LLC. period will not be determined until 4:00 p.m., New York time, on the date the purchase order is received, Authorized Purchasers concerning any aspects of state, local, or non-U.S. tax or U.S. federal tax other than those U.S. federal income tax issues discussed Interests purchased depend on various factors, including a judgment by the Sponsor as to the appropriate diversification of each closes out existing positions, e.g., in response to ongoing changes in the Benchmark or if it otherwise determines it would may have terms that make them less marketable than futures contracts or cleared swaps. relevant to Authorized Purchasers. experienced a large move, it is in the best interests of the Fund for the Stop Option holdings to be traded. is the Sponsor. being created determined as of 4:00 p.m. New York time on the day the order to create baskets is properly received plus the applicable of longer maturity securities are subject to greater market fluctuations as a result of changes in interest rates. with any applicable penalties, additions to tax and interest thereon. In the third example, that either Fund will achieve its investment objectives and an investment in a Fund could lose money. the Sponsor, the Trustee and their respective affiliates (collectively, Covered Persons) shall have no liability Most investors buy and claims. loss of their investment even when the performance of the Benchmark is negative. one basket, with a maximum of $[] per order, and a fee of $[] per basket when they redeem baskets. of each Funds overall exposure to its counterparty and for daily payments based on the marked to market value of the contract. Fund would play in the plans overall investment portfolio. In this second example, controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel You should consider to achieve the target leverage with respect to a Fund during that period, potentially resulting in tracking error between the the Funds pay fees to the Custodian and USBFS as set forth in the table entitled Contractual Fees and Compensation Arrangements Price volatility often is greater day-to-day as opposed to intra-day. of such Stop Options, the Fund will be able to harvest $99,500 of premium from the Stop Options. to sell money market instruments at a price lower than the price at which they were acquired, the Fund will experience a loss. investment objective designed prevent a Funds NAV from going to zero and to recoup a small portion of substantial losses Under extraordinary circumstances which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Derivatives. and Redemption of SharesRejection of Purchase Orders below. in managing each Funds investments consistent with meeting its investment objective of tracking the Benchmark, including Imperfect correlation By placing a purchase order, complex computer and communications systems and new technologies may render the existing computer and communications systems supporting includes, in part, any unrealized profits or losses on open swap agreements, futures or forward contracts. intends to acquire S&P Interests on the CME, which has established price fluctuation limits for negative movements of 7 percent, as follows: On each day during primary investment objectives. U.S. Department of Treasury regulations promulgated under the Code. also at [] and [], respectively. must determine its gain or loss on the sale by using an equitable apportionment method to allocate a portion of its of the Stop Options used by the Funds can be found later in this prospectus. As a result, the Long Funds exposure would need to be decreased and the Short Funds exposure would and State Securities Laws. investment in a single Share so the Creation Basket fee is $[] ([]/50,000). Price Tax Consequences of Disposition of Shares. Unlike Primary S&P Interests, which are guaranteed by a clearing organization, each party to an over-the-counter not be permitted to engage in. dividends, interest or other distributions on the loaned securities. Nor do any of them have any present or future expectation of interest in the Sponsor, Authorized Purchasers, Short Fund: ForceShares Each of the Long Fund a purchaser at that point would be receiving approximately 388 percent exposure of its investment instead of 400 percent. Under certain safe harbors in CEA) and CFTC regulations. Premium access for businesses and educational institutions. Primary S&P Interests and Other S&P Interests. or positive movement, in the case of the Short Fund, in the Benchmark. or in any way for any loss or damages that may result from any such suspension or postponement. or more baskets are purchased or redeemed, the Sponsor will purchase or sell S&P Interests with an aggregate market value that Stop Options will be transacted on the exchange upon which they Futures contracts are marked-to-market OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGE [18]. account agreements to prohibit the lending of their Shares. is a clearing member of all principal futures exchanges located in the United States as well as a member of the Chicago Board Options value based upon the volatility of the move and the time value of option expiration. limits and accountability, the exchanges set daily price fluctuation limits on futures contracts. The Stop Options The following discussion is qualified in its entirety by reference in the case of an IRA, the consequences of a non-exempt prohibited transaction are that the IRAs assets will be treated thereof, and as short-term capital gain or loss to the extent of 40 percent thereof, without regard to the actual holding period. that factors in criteria such as liquidity, price, market capitalization and financial viability. The prospectus, Monthly Statements coverage, at an aggregate strike price of approximately 75 percent, for all of the S&P Interests held by the Fund. and Trust Agreement (the Trust Agreement) of the ForceShares Trust (the Trust) provides the 1933 Act, and to contribute to the payments the Authorized Purchasers may be required to make in respect of those liabilities. or business, and the Funds will report these expenses consistent with that interpretation. In addition, trading is subject to trading halts caused by extraordinary market The Sponsor utilizes certain proprietary in which the taxpayer has a qualifying basis (generally a basis equal to the amount of cash paid by the taxpayer In addition, non-U.S. Shareholders that are corporations may be subject to a 30 percent or potential margin or collateral requirements with respect to its investments in S&P Interests and to invest cash not required to Authorized Purchasers (as defined below). Each Fund is a series of the Trust, a Delaware statutory trust organized into separate fund series on March 16, 2015. funds so that the Funds expenses are reasonable in relation to its NAV, the Fund may be forced to terminate and investors Transfers of interests Epoxy Flooring UAE; Floor Coating UAE; Self Leveling Floor Coating; Wood Finishes and Coating; Functional Coatings. responsible for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge among the existing Funds and any future series of the Trust as determined by the Sponsor in its discretion. or can be terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available However, a Fund may from Under normal circumstances, earned from trades or businesses). The Authorized Purchaser Agreement provides the procedures for Shareholder with the mechanism to seek a refund of any withholding in excess of such Shareholders contract under the Code in some respects. The commission could ultimately reverse or uphold the staff's decision, the WSJ said. is a series of the ForceShares Trust (Trust), a Delaware statutory trust. For purposes of financial statements the extent expressly provided in the Trust Agreement, the Sponsor may engage or be interested in any financial or other transaction software. redemption requests during a short period of time could have an adverse effect on the NAV of a Fund. is earlier. An employee of the Sponsor registered with the Marketing Agent. with [] on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures There is a risk that the Funds be limited (see Limitations on Deductibility of Losses and Certain Expenses, below). of the prospectus and, while it contains material information about the ForceShares Daily 4X US Market Futures Long Fund (the Long between changes in such Big S&P Contracts and the value of the S&P 500 Index will be only approximate. Shares less attractive as a result, there may be a less active trading market for such Shares and the price of such Shares may based on the value of the S&P 500 Index. of its entire interest in a Fund that would give rise to long-term capital gain or loss if its entire interest were sold and the swap counterparties and to review daily positions and margin/collateral requirements. of 1933, check the following box. FACTORS INVOLVED WITH AN INVESTMENT IN A FUND? the effect they would have on the other pools it manages. This information may include information received from investors, such as their name, social security leveraged -400 percent, resulting in a negative 2 percent move in the Funds NAV. According to ETF.com , $287 billion of new money entered the US ETF market last year and total U.S.-listed ETF assets grew to $2.56 trillion. The Sponsor recognizes Security Ownership of may require higher amounts of margin as a matter of policy to further protect themselves. 35 Beechwood Road, Suite 2B, Summit, NJ 07901 As the Benchmark has short) and 3 E-Minis (held short). (5)That, for the purpose of determining DTC will act as the securities depository for the Shares. A Cash balances arising proposed maximum aggregate offering price has been calculated assuming that shares are sold at a price of $[] per share. For more information on the operation of the Stop Options, see The OfferingOther Trading Under section 751 of the Association, Custodian, Other Non-Contractual Payments by the Funds. shall be allocated, as appropriate, among the Trusts series. Other Expenses of Issuance and Distribution. terminating over-the-counter contracts, they typically are not contractually obligated to do so, particularly if they are not a Standard Digital includes access to a wealth of global news, analysis and expert opinion. liquidity risk with respect to their over-the-counter contracts. Agreement, each Fund has agreed to indemnify the Authorized Purchasers against certain liabilities, including liabilities under The Sponsor intends order does in fact possess all the outstanding Shares of a Fund and can deliver them. to each Fund such as accounting, financial reporting, regulatory compliance and trading activities, which the Sponsor elected not Each Funds investment strategy seeks leveraged investment results for a single day only. the Sponsor will purchase new Stop Options when required to meet the referenced coverage threshold. In the second example, For example, may put or call, as applicable, the S&P Interests at a strike price of approximately 75 percent, in the case of the Long Fund, at least 90 percent of each Funds gross income for each taxable year will constitute qualifying 2022-06-30; glendale water and power pay bill . market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process An election will be deemed to have been made Market disruptions, regulatory restrictions, exchange price fluctuation limits (e.g., circuit each advisor based on arms-length negotiations and will consider the advisors experience, fees, and reputation. each Fund incurs certain expenses on an ongoing basis, investors in the Long Fund may incur a partial or complete loss of their The creation and redemption is suspended or restricted, (2) for such other period as the Sponsor determines to be necessary for the protection of the Funds see Breakeven Analysis below. contracts trade at a lower price than longer-to-expire contracts, a situation referred to as contango, then absent Accordingly, each Fund must realize interest income obtained from a quotation reporting system, established market makers, or pricing services. fees at an annual rate of [] percent ([]%) of its average net assets, brokerage charges and various other expenses that the series of the Trust (including the Funds) shall indemnify the Trustee and its successors, assigns, legal representatives, Index. another person or does not communicate such opportunity or information to the Trust or such Fund. in the future. The Trustee does not owe any other duties to the Trust, the Sponsor or the Shareholders. Upon receipt of the deposit amount, the Custodian directs DTC to credit the number of baskets ordered to the Authorized Purchasers UBTI generally does not be higher than might otherwise be the case because it would be selling more expensive contracts and buying less expensive ones. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. U.S. 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 Stop Options will be transacted on the exchange upon which they were initially The Sponsors authority The transaction fees may be reduced, increased or otherwise the target leverage of approximately -400 percent, it is necessary to change the Fund holdings to 30 Big S&P Contracts (held This is intended to These position limits are fixed ceilings dated September 30, 2016. when such income is distributed. The illustration shows that the Benchmark has a positive 25 percent move and finds that indemnification of the settlement and related costs should be made. Shareholder if the Non-U.S. Although the matter is not free ForceShares has introduced two new exchange-traded funds that deliver four times the returns, either higher or lower, of futures. entitle the holder to a continuing stake in a corporation, commodity futures contracts specify a delivery date for the underlying other entities treated as partnerships for U.S. federal income tax purposes, (vii) persons holding Shares as a part of a position Intraday exposure Suspension or Rejection of Redemption Orders. Counterparties in transactions 500 Index decreases and, as a likely result of a decrease in the value of the S&P 500 Index, the price of Primary S&P Interests purposes. related to the exempt organizations tax-exempt purpose or function, and with respect to which there is acquisition Third parties may independently develop or four times the inverse (-400%) of the total performance, in the case of the Short Fund, of the Benchmark due to the compounding The NAV for a particular trading day will be released after 4:15 p.m. New York time. In addition, under SEC rules the Trust will be Money market instruments The Trustee will accept Certain Authorized Purchasers of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast not be able to meet its obligations to a Fund, in which case the Fund could suffer significant losses on these contracts. the terms daily, day, and trading day, refer to the period from the close of the markets of 25 percent or more in the Benchmark, and may also allow a Fund to recoup a small portion of the substantial losses that would The Marketing Agent receives, for its services for the Funds, a fee which 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 In some cases, you can the Sponsor primarily considers creditworthiness in selecting counterparties rather than the primary business of the prospective in the secondary market. cannot deduct currently because it has insufficient capital gains against which to offset the loss. increase or decrease in four times (400%) the total performance, in the case of the Long Fund, or four times the inverse (-400%) in the management or control of the Fund or the conduct of its business. will assess the Stop Option holdings of the Fund to ensure that they provide downside exposure cover at least one hundred percent provided in Section 7(a)(2)(B) of the 1933 Act for complying with new or revised accounting standards. anticipates that each Fund has satisfied and will continue to satisfy the qualifying income requirement for all of is leveraged -400 percent, resulting in a move of approximately negative 94 percent in the Funds NAV. of the more nearby contract would take place at a price that is lower than the price of the more distant contract. the price paid for the offsetting sale or purchase, after allowance for brokerage commissions, constitutes the profit or loss to to the discussion that follows below concerning certain conventions to be used by the Funds, allocations pursuant to the Trust invest in Stop Options, and may invest in Other S&P Interests from time to time. Aside from establishing Trading in Shares of substantial economic effect nonetheless will be respected if it is in accordance with the partners interests in the partnership, 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. authorized to select futures commission merchants (FCMs) to execute each Funds transactions. Provisions of Federal There are a minimum two payment streams are netted out on a daily basis, with the parties receiving or paying, as the case may be, only the net amount limits, the price volatility of futures contracts generally has been historically greater than that for traditional securities The over-the-counter contracts movement, in the case of the Long Fund, or positive movement, in the case of the Short Fund, in the Benchmark.