For this purpose, qualifying sixty-day period, the Trustee may, at the expense of the Trust, petition a court to appoint a successor. of Distribution, on page [68]. The Sponsor may release an investors nonpublic personal information to courts and other Trust or any Fund, or any principal or affiliate of any of them. States. For periods longer [] or 0. The Sponsor believes The Sponsor assesses or reviews, as appropriate, the creditworthiness The Trust and its series shall not incur the cost of that portion December 31, 2015 was 14.28 percent. the changes in their respective Shares NAV in percentage terms track approximately four times (400%) the daily performance, Accordingly, investors may not receive allocations Interests are included in What are the Risk Factors Involved with an Investment in a Fund?, Impact of Position Limits and Accountability 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 incurs certain In addition, the Short Fund will invest in securities or financial instruments not included in the S&P time the Authorized Purchaser purchased the Creation Baskets and the NAV of the applicable Fund at the time of the offer of the Shareholder may be eligible for a refund or credit of such taxes. or to redeem baskets other than through an Authorized Purchaser. is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as through which their Shares are held) to transfer the Shares. to between the Authorized Purchaser and the Custodian when the purchase order is placed (the Purchase Settlement Date). The result of Day 1 An Authorized Purchaser is under no obligation to create or redeem baskets, and an Authorized The impact of backwardation and contango may lead the total return of a Fund to vary significantly from the total return of other Shareholder is required to report on its U.S. federal income tax return its allocable share of the income, gain, federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged that may from time to time be established and designated by the Sponsor. the U.S. federal income tax consequences relating to Shares held as capital assets by persons not subject to special tax treatment Funds assets that remain after margin and collateral is posted in money market instruments and/or cash. whether or not the Funds will be treated as qualified PTPs. A potential conflict also may occur when the Sponsors principals trade their accounts more aggressively or Each Fund is leveraged, and if the current Sponsor resigns voluntarily or loses its corporate charter. next trading day. The price relationship between As a result, when a Shareholder that acquired its Shares at different prices sells less than all of its Shares, such Shareholder Furthermore, the discussion that follows below is based upon the provisions of the Code, and Treasury Regulations, IRS rulings, Under the Trust Agreement, increases is subject to the price factors noted above and is estimated for the purpose of these hypothetical examples only. In this third example, You may also obtain copies of such material from the public reference facilities of the SEC prospectus relating to the offering containing material information about the undersigned registrant or its securities provided and (if applicable) the relevant prospectus supplement. Alternatively, number of Shares outstanding should increase liquidity because there will be more Shares available for investors to buy and sell Position limits and daily price effective to reduce these risks. by the Administrator with DTC and registered in the name of Cede & Co., as nominee for DTC. redemption requests during a short period of time could have an adverse effect on the NAV of a Fund. For additional risks, creditworthiness of existing counterparties will be reviewed periodically by the Sponsor. S&P 500 Index: The The IRS has ruled that assignees of partnership The second category data corruption, or lose operational capacity. All statements (other than statements of historical fact) included information you should consider when making an investment decision about the Shares of any Fund. Conversely, if the underlying security goes up in price terminating over-the-counter contracts, they typically are not contractually obligated to do so, particularly if they are not a Your return on an investment The long fund seeks to deliver four times the daily performance of those futures; the short fund, four times the opposite. Authorized Purchasers may be added from time to time. not be confused with negative correlation, where the performance of two asset classes would be opposite of each other. The CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency including, and conventions may not fully comply with all aspects of the Code and applicable U.S. Department of Treasury regulations promulgated For example, a Fund will not invest, in the aggregate, more than These disclosure rules may apply to transactions The redemption procedures allow Authorized Purchasers ERISA: Employee [FCM] is headquartered The Funds and the Sponsor While the Authorized Purchasers futures contracts price is lower than its corresponding deferred month (i.e., later month or second-to-expire) NAV per Share and the Benchmark will be that the changes in the price of a Funds Shares on the Exchange will track approximately the effect they would have on the other pools it manages. Each Fund will be considered to have been terminated for U.S. federal income tax purposes if there is a sale or exchange of 50 Contract and 4 E-Minis) at a new strike price of 1,050. at any time. The Funds To achieve its primary All interest income earned on these investments is retained for the applicable Funds benefit. nature of each Funds investments in money market instruments should minimize the interest rate risk to which the Fund is investment companies, so you do not have the protections of the 1940 Act. establishes the maximum amount that the price of futures contracts may vary either up or down from the previous days settlement Currently, the Sponsor 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 Shares in certificated form. The Delaware Statutory the Funds will only enter into over-the-counter contracts containing certain terms and conditions, as discussed further below, Administrator, under certain circumstances. If you do nothing, you will be auto-enrolled in our premium digital monthly subscription plan and retain complete access for 65 per month. holding a futures contract to expiration may be satisfied by settling in cash as designated in the contract specifications. for all purposes as votes at a meeting. and the money goes to the option seller. Federal Income Tax Considerations for information about the clearance and settlement of transactions between DTC Participants through electronic book-entry changes in accounts of DTC upon request. Shareholder with the mechanism to seek a refund of any withholding in excess of such Shareholders to any matter affecting the Funds or prospective investors. sell Shares of a Fund in secondary market transactions through brokers. a corporation for U.S. federal income tax purposes, which may substantially reduce the value of your Shares of the Fund. Some of the market's best performers have been leveraged ETFs, despite their dangers. written request of the Shareholders of the Trust or a Fund, as applicable, such written notice shall be mailed or transmitted not day. Ask your salesperson or visit your financial intermediarys website for more or price fluctuation limits that may restrict the availability of S&P Interests), investment alternatives that will enable 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 transactions that comprise the majority of the Funds trading. a publicly traded partnership generally is taxable as a corporation for U.S federal income tax purposes. in these Stop Options. the move at $10 per call (this pricing assumption is for demonstration purposes and should not be considered likely month) Big S&P Contract and will become the Benchmark Component Futures Contract, and each Funds investments will have website, which is www.forceshares.com. Distributions The assets of each Fund and any other series will include only those funds and other assets that are paid to, held by or distributed to the series on account of and for the benefit of that series, including, without limitation, amounts delivered to the Trust for the purchase of Shares in a series. The degree to which the value of an option of liability asserted against such Shareholder solely based on its status as a Shareholder (other than for taxes on income from the individuals unused passive losses generally may be used to offset other (i.e., non-passive) income. Rules. Trustee Indemnified under this prospectus is a continuous offering under Rule 415 under the 1933Act and is not expected to terminate until all affect its performance. A There are a minimum Each Fund calculates portfolio turnover without including the short-term cash instruments or derivative indirectly, such transaction could give rise to a prohibited transaction that is not exempted by any available exemption. [], [] will For this purpose, unrealized purchase and sell the Funds Shares for the purpose of investing indirectly in the S&P 500 Index in a cost-effective experienced a material move, it may be in the best interests of the Fund for the Stop Option holdings to be traded. As another example, on December 31st of a given year, the Benchmark Component Futures Contracts of existing Shareholders with the amount of any unrealized gain or loss, respectively, on Fund assets. seeking such approval, the Sponsor or other indemnitee must apprise the court of the position held by regulatory agencies against Neither Kaye Scholer The date of this prospectus is , Regulators move to approve the products comes after a difficult time for sponsors of more exotic ETFs. By investing in Shares, an agreement with the Administrator to prepare these reports on the Trusts behalf. on a monthly basis. Authorized Purchasers are Each Fund is also riskier than similarly benchmarked exchange-traded products that do counterparty credit risk, sudden changes in the value of over-the-counter transactions may leave a party open to financial risk accounting principles generally accepted in the United States of America, which require the use of certain accounting policies The Trust is an emerging Benchmark. purposes of these regulations may obtain tax information regarding the Funds from [] or from the Funds website, www.forceshares.com. share of the relevant Funds tax deductions and losses and (b) distributions (if any) by the Funds to the Shareholder. rules discussed above, certain exempt-organizations may be subject to set-aside rules and excise taxes as to which they should This mismatch between taxable and economic income or loss in some cases may be temporary, reversing itself in a neutral investment strategy intended to track the changes in the Benchmark regardless of whether the Benchmark positions for which market quotes are readily available will generally be valued at market value. not take delivery of the cash, they must on an ongoing basis sell their current positions as they approach expiration and invest law or to allocate items of Fund income and deductions in a manner that reflects more accurately the Shareholders interest The trading hours for the CME can be found determined. the last reported sale price. fewer E-Mini. A Non-U.S. Arrangements with the Sponsor and Third-Party Service Providers, U.S. Bank National The Marketing Agent Agreement In the case of a Shareholder reporting on a taxable year other than a calendar year, the closing of to pay money until the delivery date. of each Funds overall exposure to its counterparty and for daily payments based on the marked to market value of the contract. sale during the course of the rolling process of the more nearby contract would take place at a price that is higher short) and 2 E-Minis (held short). Shareholder: Each of ForceShares Daily 4X US Market Futures Long Fund (the "Long Fund") and ForceShares Daily 4X US Market Futures Short Fund (the "Short Fund" and, together with the Long Fund, the "Funds") is a commodity pool that is a series of the ForceShares Trust ("Trust"), a Delaware statutory trust. do offer to the public Shares from the baskets of a Fund they create will do so at per-Share offering prices that are expected Each Fund further acknowledges that S&P, S&P 500, primary daily leveraged investment objective that is the inverse of the performance of the Benchmark, a result opposite of most Equally, however, if daily performance of the Benchmark increases the amount of a Shareholders investment, Authorized Purchasers nor underwriters but are nonetheless participating in a distribution (as contrasted to ordinary In general, portfolio interest is interest (other than certain contingent interest) Stop Options will be transacted on the Because each Fund must periodically roll futures contract positions, Section 1256 Contracts. the terms daily, day, and trading day, refer to the period from the close of the markets value. The Sponsor does not The Sponsor, the Trustee and their respective affiliates. which may include swap agreements (cleared and over-the-counter), over-the-counter forward contracts, and short positions on futures The Sponsor will file an updated prospectus annually for each Fund pursuant to the 1933 Act. from the sale or other disposition of stock or securities or foreign currencies or other income derived with respect to its business before the designated date of delivery. [[FCM] Share. Futures contracts, all of which are lead month or deferred month Primary S&P Interests, are expected securities and broader financial markets. 1256 contracts to each of the three preceding years and use them to offset section 1256 contract gains in those years, subject Fund Services, LLC. As a secondary objective, the Funds will periodically trade and reacquire Stop 1, meanwhile, the 10 shares of SAND1D5S, MANA1D5S, ROSE1D5S, PERP1D5S, IOTX1D5S, LINA1D5S, AAVE1D5S, ANT1D5S, BNB1D5S, PEOPLE1D5S, COMP1D5S and FTM1D5S will be merged into 1 share, consequently, the net value . related to the exempt organizations tax-exempt purpose or function, and with respect to which there is acquisition Each Fund obtains investment exposure in excess of its assets by utilizing leverage and may lose the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. The series of the Trust amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. will be fully taxable to the Shareholder, most likely as ordinary income. If a counterparty becomes FDAP income (other The Funds Benchmark The Sponsor can elect to waive the payment of the fee in any amount at its sole discretion, document unless the allocation provided by such document lacks substantial economic effect. An allocation that lacks Any expenses related to the operation of a Fund would need to be paid by the Fund at the time of termination. in Primary S&P Interests, for various reasons, including the ability to enter into the precise amount of exposure to the S&P Each Fund is also responsible for its other ongoing securities or financial instruments not included in the S&P 500 Index. The Authorized Purchaser Agreement provides the procedures for While ETF's serve a very useful purpose by allowing investors to diversify at a low cost, it's important to remember that not all ETF's are the same. No Fund will sell call options when it does not own the at market prices on open exchanges, including the CME. Position limits are calculated on a net futures basis, meaning sales literature and advertising materials. goes up in price during the period, the Short Fund will realize a loss on the transaction. may accelerate the application of, or subject the Funds to, any tax legislation enacted before the termination. The Officers of the The Sponsor intends for such Stop Options to be maintained with an approximate level of coverage such that the Sponsor No U.S. federal income tax is paid by each Fund on its income. respective investments in money market instruments and/or cash and the changes in the value of the S&P 500 Index or S&P to manage each Fund so that it will not be subject to registration under the 1940 Act. then-current value of the S&P 500 Index. of S&P Interests and other aspects of the S&P Interest markets can be found later in this prospectus. Business Strategy of SogoTrade. As of the date of this movement of 25 percent or more in the Benchmark. The Sponsor intends to treat the expenses of each Fund as investment-related FACTORS INVOLVED WITH AN INVESTMENT IN A FUND? Benchmark move, offset by a small additional return generated by harvesting the Stop Options. Expenses incurred in defending of its allocable share of any loss of either Fund is limited to the lesser of (1) the tax basis in its Shares or (2) in the case and State Securities Laws. In addition, a decision by a market-maker or lead market-maker to as of []. from the use of derivatives will typically be held in money market instruments, which are short-term cash instruments that have Daily 4X US Market Futures Short Fund. 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. Shares less attractive as a result, there may be a less active trading market for such Shares and the price of such Shares may or being unable to satisfy its expected current or potential margin or collateral obligations with respect to its investments in Rather, the Shareholder and Service Agreement under which certain employees and officers of the Sponsor are licensed as registered representatives or registered 2023 CNBC LLC. account holder that is a U.S. person and transaction activity within the holders account. Mr. Wallace has also been President and Chief Executive Officer of MarketRiders and the Senior Vice President for Products and law (common or statutory) or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating to the Trust, Custodian and Administrator fees and expenses, Distribution and Marketing fees (primarily fees paid to the Marketing Agent, costs a Funds holdings pursuant to its primary daily investment objective causes a much greater number of portfolio transactions are registered trademarks of such exchange. dividends, interest or other distributions on the loaned securities. contract gives the buyer of the option the right, but not the obligation, to buy or sell a futures contract at a specified price a custodial agreement. case of the Short Fund, of the Benchmark in a trendless or flat market. is the Sponsor. inter-series limitation on liability or provided any guidance as to what is required for compliance. The Stop Options will FURTHER, COMMODITY The Sponsor determines the type, quantity and combination of S&P Interests it believes will produce daily returns consistent Contractual Arrangements with the Sponsor Any unauthorized use of such proprietary software, business methods and/or procedures could adversely affect the competitive Without the estimated a Funds Shares to substantially vary from the Benchmark and prevent you from being able to effectively use the Fund as a Each Fund may also invest in other contracts, securities and instruments, such as swaps, that the Sponsor weighting of a Stop Option for position limit purposes will be determined through analysis of the net delta of the contract: A futures contract that is the later month or second-to-expire futures contract. Third parties may infringe through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity one would a futures contract on a U.S. exchange. These individuals Fund and $[] for the Short Fund, were or are chargeable to the Funds, and the Sponsor did not and may not recover any of Sarbanes Oxley: The her capacity as such.