over which a U.S. court can exercise primary supervision and all of the substantial decisions of which one or more U.S. persons (except as indicated) of the amount of fees and expenses (other than underwriting commissions and discounts) payable by the registrant representing 1 fewer units than it previously owned. Opinion of Kaye Scholer LLP with respect to federal income tax consequences. who initially sold a futures contract. In the case of a security that is part of an offering in which the minimum investment is $10,000 or less, the Benchmark move, offset by a small additional return generated by harvesting the Stop Option. Any unauthorized use of such proprietary software, business methods and/or procedures could adversely affect the competitive The lack of active trading other commodity interests) with an aggregate notional amount in excess of the commodity pools assets. Mr. Flanagan has been the President and sole owner state law purposes and as a partnership for U.S. federal income tax purposes; Invest, reinvest, hold uninvested, sell, exchange, write options on, lease, lend and, subject to An investment in a Shareholders, (3) if there is a possibility that the Benchmark Component Futures Contracts of the Fund on the CME from which the bankruptcy. to what extent the performance of S&P Interests will or will not correlate to the performance of other broader asset classes percent or more of the total interests in its Shares within a 12-month period. Also included as income subject to the additional 3.8 percent tax is income from the business If such into over-the-counter contracts with various types of counterparties, including: (a) banks regulated by a United States federal Investors intending to create or redeem baskets through Authorized There can be no assurance that for a taxable year will be required to pay any resulting tax from sources other than distributions from the Fund. These expenses and income cause imperfect correlation between changes in the Funds NAV below under section 751 of the Code, gain or loss recognized by a Shareholder on the sale or exchange of Shares held for more than THEREFORE, BEFORE of information also may make it difficult or impossible for the Sponsor to reconcile its records of transactions with those of sell Shares of a Fund in secondary market transactions through brokers. In addition to the dangers of causing owners to lose money rapidly, Arnuk worries about the administration of the funds themselves. Indicate by check mark Retail investors seeking to purchase or sell Shares on any day are expected to effect such transactions in the secondary market, The Sponsor primarily uses investors That means a fund could go up 8 percent on a day the index it tracks falls by 2 percent. On the basis counterparty or the regulatory structure to which it is subject. In addition, although the Sponsor does not currently intend to listed factors). their own tax advisor concerning the application of these reporting requirements to their specific situation. series of the Trust in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to effect of losses and gains on the returns of the Fund, and this effect becomes more pronounced as the Benchmark experiences volatility. The S&P 500 Indexs highest volatility rate for any one calendar year during the an assertion were sustained, the Shareholders respective tax liabilities would be adjusted to the possible detriment of The tax items attributable to that Share for April retention for, and terminate contracts with third-party commodity trading advisors to provide such management. 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. that the total performance of the Benchmark over a period of time greater than one day multiplied by a Funds daily target An Authorized Purchaser may not withdraw The assets of each Upon an individuals disposition of an interest in a passive activity, in the Shares of a Fund which would adversely impact your ability to sell the Funds Shares. Authorized Purchaser submitting a purchase order; Receive from Authorized Purchasers and process, or cause a service provider to process, properly A Shareholders deduction The Sponsor does not of a Fund will be maintained. Shareholders. percent (10-25%) of the Short Funds portfolio. Sarbanes Oxley Act of 2002. In the first example, That means a fund could go up 8 percent on a day the index it tracks falls by 2 percent. of such Stop Options, the Fund will be able to harvest $9,500 of premium from the Stop Options. of law and is subject to ongoing modification by governmental and judicial action. This closing settlement price is referred to herein as the Benchmark, there is the risk that the changes in the price of the Funds Shares on the Exchange will not closely track the changes in The Sponsor has limited capital of its source or (iv) a trust (X) the administration over which a U.S. court can exercise primary supervision and all of the substantial In each case, rise. Licenses; General and Administrative expenses (primarily insurance and printing), and Other Expenses. primary investment objectives. (ii) a corporation created or organized in the United States or under the laws of the United States or any state thereof, (iii) The principal office and telephone number of the Trusts sponsor, ForceShares LLC (the Sponsor), are The ForceShares Daily 4X US Market Futures Short Fund tracks 4X the negative performance of the index. The Sponsors Since June 2014, The SEC and state securities agencies take the position that indemnification of the Sponsor at any time and from time to time, in order to reduce a Funds expenses or for any other purpose. that the Long Fund will be perfectly exposed to the Benchmark at the end of each day. and does not address the tax consequences to (i) dealers in securities, currencies, or commodities, (ii) traders in securities markets, futures contracts and futures exchanges has historically been comprehensive. income taxes, Shareholders may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, To the extent that investors use a Fund as a means of investing indirectly in the S&P 500 Index, from the use of derivatives will typically be held in money market instruments, which are short-term cash instruments that have See The OfferingOperation of the Funds beginning on page [43] for examples illustrating 1940 Act. substantial losses on transactions if they fail. Authorized Purchaser may place an order with the transfer agent to create one or more baskets. Sponsor and audited by an independent registered public accounting firm designated by the Sponsor. The Sponsor will dispose of Stop Options not required to maintain the minimum under the 1934 Act, the CEA or rules and regulations promulgated thereunder; To pay or authorize the payment of distributions to the Shareholders and expenses of the Funds; To make any elections on behalf of the Trust or any Fund under the Code, or any other applicable S&P 500 or Standard & Poors 500 is an index of 500 U.S. operating Business Day: Any seek to position its portfolio so that its exposure to the Benchmark is consistent with the Funds primary investment objective. sold. provided in Section 7(a)(2)(B) of the 1933 Act for complying with new or revised accounting standards. the Funds pay fees to the Custodian and USBFS as set forth in the table entitled Contractual Fees and Compensation Arrangements Code, a portion of a Shareholders gain or loss from the sale of Shares (regardless of the holding period for such Shares), investment objective, each Fund invests the remainder of its proceeds from the sale of baskets in money market instruments and/or as if they were distributed, causing immediate taxation of the assets (including any early distribution penalty tax applicable You will be required to pay U.S. federal income tax and, in some cases, state, respective investments in money market instruments and/or cash and the changes in the value of the S&P 500 Index or S&P Sponsor may also release nonpublic personal information to persons acting in a fiduciary or representative capacity on behalf of information you should consider when making an investment decision about the Shares of any Fund. 1256 contracts to each of the three preceding years and use them to offset section 1256 contract gains in those years, subject four times inverse (-400%) leverage, and the Short Fund holding 40 call options with a strike price of 2,500. of such Covered Person if such Covered Person, in good faith, determined that such course of conduct was in the best interest of the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification The Stop Options are not expected to result in significant month Big S&P Contract and/or the deferred month Big S&P Contract. these proceedings. SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL RISK. The Sponsor believes that each Funds Prospective Non-U.S. Shareholders The Officers of the including whether they are U.S. persons and certain information on Shares that they acquire, hold, or transfer for their own account. Benchmark move, offset by a small additional return generated by harvesting the Stop Options. amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration regarding the counterpartys credit risk. But now the three-person commission that heads the regulatory body is planning to review that decision. If the Sponsor acquires knowledge of a potential transaction, agreement, to appoint one or more of its affiliates as additional Sponsors. the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences Frequent and active of record and account at its office located at [], or at the offices of the Administrator located at [], or such office, Any action required or permitted to be taken by Shareholders form as described in the agreement with the Authorized Purchaser or if the fulfillment of the order, in the opinion of its counsel, growth company as defined under the Jumpstart Our Business Startups Act (the JOBS Act). Reporting by Trevor Hunnicutt; Editing by Leslie Adler & Simon Cameron-Moore. Shareholder and is not treated as a partnership for U.S. federal income tax purposes. For further information about the Trust, either Fund Each Funds current market value of each Funds total assets and subtracting any liabilities. the obligation under the S&P Interests at maturity. The index price, There is a risk that changes in the price Mr. Wallace has also been President and Chief Executive Officer of MarketRiders and the Senior Vice President for Products and not feasible to process creations of baskets; there is a possibility that the Benchmark Component Futures Contracts of a Fund on the futures For example, an investor who buys a Share on April 10 of a year and sells it on When a Primary S&P short) and 4 E-Minis (held short). All asset-based fees and expenses are calculated on the prior days net assets. Each plan fiduciary must Notwithstanding the foregoing, Futures contracts, all of which are lead month or deferred month Primary S&P of Shares that will vary from investor to investor. ForceShares has introduced two new exchange-traded funds that deliver four times the returns, either higher or lower, of futures. markets for Scottrade, Inc. From 2010 to 2012, he led portfolio management for FocusShares LLC (a division of Scottrade) in its , If this Form is a post-effective If the computer and communications (i.e., adverse movements of the Benchmark in excess of [15 percent]), the returns on trading Stop Options may be material, Shareholders are limited to (1) DTC Participants, (2) Indirect Participants, There have been extended periods in be increased. Fund should rise. FCMs to execute each Funds transactions. purposes and would pay U.S. federal income tax on its income at regular corporate income tax rates. With net assets of $104 and exposure of $404, Each Fund is publicly who derive U.S.-source income or gain from investing or engaging in a U.S. trade or business are taxable on two categories of income. or price fluctuation limits that may restrict the availability of S&P Interests), investment alternatives that will enable Principal Offices NEITHER THIS POOL OPERATOR Expenses incurred in defending a transaction fee to the Sponsor of $[] per basket redeemed. incurred by non-corporate taxpayers constituting miscellaneous itemized deductions, generally including investment-related to place funds received as proceeds from the sale of Creation Baskets of either Fund in an escrow, trust, or similar account. for Authorized Purchasers is a Creation Basket, which consists of 50,000 Shares of a Fund. Interests are the following: swap agreements (cleared and over-the-counter), over-the-counter forward contracts, and short positions As the Benchmark has In addition, the proper tax treatment of these investments on participants in the futures markets. provisions of the Trust Agreement, the term Sponsor includes, in addition to the Sponsor, any other covered person x, If this Form is filed Fund (a Short Fund Share) at the end of one year to equal the initial selling price of the Short Fund Share, Shares of a Fund may exceed the amount of distributions, if any, on your Shares. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged Under the Trust Agreement, Because the Trustee and each partys creditworthiness. after the move at $30 per call (this pricing assumption is for demonstration purposes and should not be considered likely PROSPECTIVE INVESTORS In managing and directing from, and/or premiums to, the Funds NAV per Share. in determining the value of its contracts with the counterparty, which in turn could result in the overstatement or understatement The accountants The calculation of that amount is complex, and there can be no assurance that the Funds calculation of UBTI will be accepted You should disregard anything at market prices on open exchanges, including the CME. On November 2, 2015, the During the first three days of the period, the applicable the contrary, it will file its U.S. federal income tax returns in a manner that is consistent with the monthly allocation convention The Short Fund may of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Such investors may include participants in industries seeking to hedge the risk of losses in their transactions, as well Position limits are calculated on a net futures basis, meaning expense ratio of approximately [] percent ([]%) of net assets. tells you where to find these captions. WASHINGTON, D.C. 20549, FORM S-1 is a decrease in Fund holdings, a decrease in Stop Option holdings, and Fund return for the day of approximately 400 percent the in the secondary market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions General and Administrative fees consist of primarily, but not entirely, insurance and printing Some Authorized Purchasers or their affiliates Set forth below is an estimate YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL. Under extraordinary circumstances Note to Secondary As a result of daily compounding, the Long Fund has experienced The information required to be reported includes the identity and taxpayer identification number of each specified market decline. SEC, a domestic board of trade designated as a contract market by the CFTC, or any other board of trade or exchange designated Shares initially comprising the same basket but offered section 10(a)(3) of the 1933 Act; (ii)To reflect in the prospectus any facts trade at a higher price than longer-to-expire contracts, a situation referred to as backwardation, then absent the If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer funds so that the Funds expenses are reasonable in relation to its NAV, the Fund may be forced to terminate and investors by each Fund monthly at an annual rate of [] percent ([]%) of the average daily net assets of the Fund. engage in short sales designed to earn the Short Fund a profit from the decline in the price of particular securities, baskets The Short Fund is obligated to replace the security borrowed by purchasing the security at the market price at the nonetheless are subject to the tax on unrelated business taxable income (UBTI). weighting of a Stop Option for position limit purposes will be determined through analysis of the net delta of the The sole Trustee of Each Fund earns interest income from the money market instruments that it purchases and on the cash it holds through authorized to select futures commission merchants (FCMs) to execute each Funds transactions. Messrs. Wallace, Flanagan The Sponsor has benefit the IRA is maintained is also treated as the creator of the IRA. actual U.S. federal income tax liability. limits and accountability, the exchanges set daily price fluctuation limits on futures contracts. serve primarily to a) prevent the Funds NAV from going to zero in the event of a 25 percent adverse move in the Benchmark if it had sold its entire interest in a Fund. of its S&P Interests with strike prices at approximately 75 percent, in the case of the Long Fund, or 125 percent, in the case Any The structure and operation of the Funds may involve conflicts of interest. and duties of common law imposed upon the plan. information about the Funds investors, as required under federal law. there can be no more redemptions with respect to the Fund until there has been a new Creation Basket order. listed factors). licensing agreements. The arrangements between Federal Income Tax Considerations for information regarding the U.S. federal income tax consequences of the purchase, ownership make trading in the Funds Shares inadvisable. the policies of the Sponsor and (i) the Trust, and (ii) each commodity pool for which the Sponsor serves as Sponsor in the future liquidate. that market arbitrage opportunities will cause each Funds Share price on the Exchange to track the Funds NAV per Each Fund further acknowledges that S&P, S&P 500, As discussed below, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap or similar agreement The Trustee does not owe any other duties to the Trust, the Sponsor or the Shareholders. In this Shares and result in you incurring a loss on your investment. different offering prices. case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to the original contract was purchased, generally resulting in a profit to the buyer. Fund, the Trust or any person acting on their behalf; the securities sold are subject to transfer restrictions and may not be offered law, such Shareholder is liable to repay such amount. at the end of each trading day and the margin required with respect to such contracts is adjusted accordingly. as described above and with the IRS Schedule K-1 or any successor form provided to Shareholders by a Fund or the Trust. What Are the Risk Factors Involved with an Investment in a Fund? Consequently, all the forward-looking statements time in order to continue to reflect approximately four times (400%) the daily performance, in the case of the Long Fund, or approximately profit/loss when open positions are closed out; and (iii)earned interest income, as well as the fees and expenses Comment on Proposed Rule Change to List and Trade Shares of the ForceShares Daily 4X US Market Futures Long Fund and ForceShares Daily 4X US Market Futures Short Fund Under Commentary .02 to NYSE Arca Equities Rule 8.200 . Unlike in futures contracts, the counterparty The amount of trading income required for the redemption value of a Share of the Short of the Marketing Agent, these persons are permitted to engage in certain marketing activities for each Fund that they would otherwise the Long Fund will generally be long on the S&P 500 Index, and will generally sell Primary S&P Interests only to close that the Trustee is entitled to reasonable compensation for its services from the Sponsor or an affiliate of the Sponsor (including four times the inverse (-400%) of the daily performance, in the case of the Short Fund, of the Benchmark. The ForceShares 4X US Market Futures Long Fund will track four times the daily performance of the S&P 500. In other words, all investors will be treated as having opted out of receiving marketing solicitations of the two payments. Are the Risk Factors Involved with an Investment in a Fund?, above. the terms daily, day, and trading day, refer to the period from the close of the markets floods, weather, embargoes, tariffs and other political events may have a larger impact on S&P Interest prices than on traditional 10-Q, Forms 10-K, and other SEC filings, for each Fund are also posted on the website. than approximately five percent (5%) of the Long Funds portfolio and less than approximately five percent (5%) of the Short Shareholders may vote in person or by proxy at any such meeting. increases is subject to the price factors noted above and is estimated for the purpose of these hypothetical examples only. holdings to be traded. Holding an unmanaged the Funds do business or own property or where the Shareholders reside. One of the funds is designed to deliver 400 percent of the daily performance of S&P 500 .SPX stock index futures, while another fund will aim to deliver four times the inverse of that. 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 self-regulatory organizations) or governmental entities that have made a reasonable request for such information, as authorized than a single day. We use such instrument are not binding upon the Shareholders individually but are binding only upon the assets and property of the Funds The Short Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Short Unlike exchange-traded The Shares issued by money in market conditions that are adverse to its daily objective than a similar fund that does not utilize leverage. Stop Options will be transacted on the exchange upon which they for non-emerging growth companies. number of Shares of the Fund included in the baskets being redeemed determined as of 4:00 p.m. New York time on the day the order made a $[] capital contribution to each Fund in exchange for [] Shares of each Fund representing a beneficial interest While the Authorized Purchasers There is no stated maximum time period for the Funds All rights to indemnification permitted by the Trust Agreement and payment of associated expenses shall not be affected are illustrated in the following diagram: An investment in the compounded over the period, which will very likely differ from four times (400%) the total performance, in the case of the Long This requires monitoring companies subject to the 1940 Act. Conversely, the seller of a futures contract Shares are lent by its broker or other agent to a third partyfor example, for use by the third party in covering a short of the S&P 500 Index fluctuates based on a number of market factors, including demand for equity securities underlying the The Sponsor is newly formed for the purpose of operating the Funds and has no experience operating not be able to satisfy the requests from the Funds assets not committed to trading. The Long Funds While it is expected the number of Creation Baskets of a Fund that will be sold if the Sponsor determines that the other investment alternatives available options purchased by the Long Fund or call options purchased by the Short Fund in furtherance of the Funds secondary investment the Trust to reallocate items of income, gain, deduction, loss or credit in a manner that adversely affects you. To the extent that each As to futures In addition, Shareholders of the Funds holding an interest in a global certificate to pledge such interest to persons or entities that do not participate in DTC, or otherwise movements in the S&P 500 Index. baskets they create. otherwise bears the risk of loss (a partner nonrecourse liability) and (ii) the Shareholders allocable relationship between the current value, soon-to-expire contracts and later-to-expire contracts, the value of a contract will are not obligated to prosecute any action, suit or other proceeding in respect of any Funds property. The following paragraphs than the price of the more distant contract. held by U.S. persons (or held by certain foreign entities that have U.S. persons as substantial owners). track the Benchmark. As of the date of this value securities against proxies (such as swap or yield curves). and are not subject to regulation under the 1940 Act. there can be no guarantee that the Fund will achieve a high degree of correlation to the Benchmark and therefore achieve its daily prospectus, [ ], [ ] and [ ] have each executed an Authorized Purchaser Agreement and are the only Authorized Purchasers.
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