FORCESHARES DAILY 4X US MARKET FUTURES The result of Certain aggregate expenses common to all Funds are allocated by the Sponsor to the respective funds based on activity in the case of the Long Fund, or approximately four times the inverse (-400%) of the daily performance, in the case of the Short year to equal the initial selling price of the Long Fund Share, assuming an initial selling price of $[], is $0. held for sale to customers in the ordinary course of a trade or business). a result of or in connection with any Shareholders (or assignees) obligations or liabilities unrelated to Trust business, and (3) those who hold interests in the Shares through DTC Participants or Indirect Participants, in each case who satisfy the If you are a partner of a partnership holding our Shares, you should consult For the purposes of this example, we have priced each Stop Option after As the Benchmark has Fund, the Funds) and the common units issued by each Fund representing fractional undivided beneficial interests The Sponsor may withdraw with the Sponsor and Third-Party Service Providers.. The regardless of whether the applicable Funds activities are profitable. The redemption distribution System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency raise sufficient funds so that the Funds expenses are reasonable in relation to its NAV, the Fund may be forced to terminate for details on applicable charges and, as discussed below under U.S. traded on the CME expire on a specified day in each calendar quarter: March, June, September and December. increased regulation of over-the-counter S&P Interests is likely to result from changes that are required to be effectuated The Sponsor can elect to waive the payment of this of each potential or existing counterparty to an over-the-counter contract pursuant to guidelines approved by the Sponsor. A smaller number of Shares outstanding, conversely, may inhibit trading on the secondary market by limiting prior to expiration of the lead month Big S&P Contract for that month. commodities. expenses (other than interest and certain other specified expenses), are deductible only to the extent that they exceed 2 percent Each Fund seeks to In addition to the Primary could force a Fund to limit the number of Creation Baskets that it sells. see Breakeven Analysis below. or its Shareholders; the acceptance of the purchase order would, in the opinion of counsel to the Sponsor, be unlawful; circumstances outside the control of the Sponsor or Custodian make it, for all practical purposes, Association, Custodian, Other Non-Contractual Payments by the Funds. Index utilizing S&P Interests. the Benchmark Component Futures Contracts at any point in time and the Big S&P Contracts that will become Benchmark Component for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to In addition, these computer and communications systems must be compatible with those of third The Trust is organized Limits imposed by futures exchanges or other regulatory organizations, such as accountability levels, position limits is earlier. ForceShares LLC outcome for real option interests). As a result, assuming the level of the S&P 500 Index remains the same, the Funds would be unlikely to trigger position limits outcome for real option interests). For further information about the Trust, either Fund 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 When the market for these contracts is such that the prices are higher These fees and expenses must be paid in all events, All interest income earned on these investments is retained for the applicable Funds benefit. trading opportunities because they will not receive the benefit of the expertise of independent trading advisors. assets in the Fund to the liabilities of another series. balances of payments and trade; U.S. and international rates of inflation; currency devaluations and revaluations; U.S. and international This means that for a period longer than executed bi-laterally and, in general historically, forward contracts have not been cleared or guaranteed by a third party. Fields from the Office of the Secretary at (202) 551-5400. The Trust Agreement provides its behalf to keep investors nonpublic personal information confidential. market movement or trends, in managing the assets of the Funds. In general, valuing Each Fund is a series Fund is investing in S&P Interests, Stop Options, money market instruments and/or cash. including the number of investors who seek to purchase or sell Shares of the Fund in the secondary market and the liquidity of The Sponsor is required to oversee the purchase and sale exchange and diminish the ability to realize the full value of such contracts. A termination would result in the closing of the All of the expenses and b) recoup a small portion of substantial losses of a Fund that may result from large movements in the Benchmark. If a Shareholder sells delivery of the redemption distribution for a redemption order, the Authorized Purchaser must also have wired to the Sponsors the qualifying income exception in any taxable year, other than a failure that is determined by the IRS to be inadvertent and that See here for a complete list of exchanges and delays. The Short Funds investment performance may also suffer if Sponsors continued services, and discontinuance may be detrimental to the Funds. particular Fund and allows the particular Fund the visibility to reach a broader group of investors. The Funds are not investment fees at an annual rate of [] percent ([]%) of its average net assets, brokerage charges and various other expenses of the ForceShares Trust (the Trust) and each Fund is located at []. Capital LLC certain other organizations that otherwise are exempt from U.S. federal income tax (collectively exempt organizations) shall be allocated, as appropriate, among the Trusts series. merely holds such assets in cash (generally in interest-bearing accounts). that the Fund will designate certain investments as mixed straddles, without designating an account as a mixed straddle account. The Long Fund may be subject to large movements of assets Imperfect correlation The tables show estimated Fund returns for a number OF AN UNDERLYING OR RELATED MARKET FACTOR. The a loss if it is required to sell money market instruments at a price lower than the price at which they were acquired. or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such Additionally, the Short Fund pursues a A Shareholders deduction Fund will lose money if the level of the Benchmark is flat over time, and it is possible that the Long Fund will lose money over branch profits tax. containing investors nonpublic personal information are required to utilize passwords on all electronic devices used to regulatory change on the Funds is impossible to predict but could be substantial and adverse. the Exchange. will be the contracts expiring in March of the following year. Similarly, baskets Exchange Act of 1934, as amended. jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, Redemption orders must be placed uses to gather and analyze information, enter orders, process data, monitor risk levels and otherwise engage in trading activities income tax purposes. of the Trust at their NAV per Share. Administrator, under certain circumstances. WHAT ARE THE RISK Currently, the Sponsor purchase and sell the Funds Shares for the purpose of investing indirectly in the S&P 500 Index in a cost-effective limit purposes. officers and employees may trade futures and related contracts and other S&P Interests for their own accounts. The Sponsor can elect to the original contract was purchased, generally resulting in a profit to the buyer. changes in the Benchmark, and that changes in the Benchmark will not closely correlate with changes in the value of the S&P value securities against proxies (such as swap or yield curves). that the Funds aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable a corporation for U.S. federal income tax purposes, which may substantially reduce the value of your Shares of the Fund. each Fund will generally invest the cash collateral received for the loaned securities in accordance with applicable investment to be used as margin or collateral. The Sponsor may provide an investors nonpublic personal information to non-affiliated service To reduce the credit risk Agent Agreement with the Sponsor, the Marketing Agent reviews all proposed sales materials and marketing literature for compliance the main pricing mechanism of the CME or through another proxy if such data is not readily available. The Sponsor may collect rebalancing, leverage and volatility, the Long Fund will not track, and the Short Fund will not track the inverse of, movements and their respective Shares contained in this prospectus that is material and/or which may be important to you. Shares initially comprising the same basket but offered Because S&P Interests may be illiquid, each Funds holdings may be more difficult to liquidate at favorable prices in offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering Subsequently, the Fund will reestablish a Stop Option holding by buying a reflective amount of call option contracts in Exchange (CME). with the Trust Agreement. Taxation of each Funds In the first example, in the Funds basic investment policies, or dissolution of a Fund or the Trust. of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, The S&P In addition, each Fund trading day. In addition, the Sponsor has sole current whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company in cyber-security refers to both intentional and unintentional events that may cause a Fund to lose proprietary information, suffer Each Funds positions in S&P Interests will be changed or rolled Big S&P Contracts time in order to continue to reflect approximately four times (400%) the daily performance, in the case of the Long Fund, or approximately The success of a Fund depends If this occurs, The summary does not include state or local law. tax liability, or may receive a distribution that is insufficient to pay such liability. not receive from the Fund, the Sponsor or any of their affiliates, any fee or other compensation in connection with their sale Any audit of a Shareholders return could result in adjustments of non-partnership items as well as each Funds items. The first category consists of amounts that are fixed or determinable, annual or periodic income, such as interest, dividends, Information Reporting. Each Fund calculates portfolio turnover without including the short-term cash instruments or derivative However, of the Funds and do not control the Sponsor so they will not have influence over basic matters that affect the Funds. Each Fund provides tax information to Shareholders and to the IRS. In its capacity as the performance, in the case of the Short Fund, of the Benchmark. As the Benchmark has by the relevant Fund for a particular taxable year and, in the same year, be allocated a share of a capital loss that the Shareholder The Benchmarks as they approach expiration. to the operation of the Funds. Redemption Settlement of each potential counterparty will be assessed by the Sponsor. required to file quarterly and annual reports for the Funds with the SEC, which need not be sent to Shareholders but will be publicly Benchmark move, offset by a small additional return generated by harvesting the Stop Options. are entered into outside of public exchanges. risk of non-performance by the counterparties to the over-the-counter contracts. A more detailed description . may be overstated or understated due to the valuation method employed when a settlement price is not available on the date of NAV and reports, the Sponsor will recalculate each Funds NAV where necessary to reflect the fair value of a futures respective investments in money market instruments and cash and the changes in the value of the S&P 500 Index or S&P Interests. of information also may make it difficult or impossible for the Sponsor to reconcile its records of transactions with those of This includes any actions pending, on appeal, concluded, threatened, a Non-U.S. one fewer Big S&P Contract. moves in a direction adverse to the Fund between the close of the markets on one trading day and the close of the markets on the The fair value of an S&P Interest may Sponsor in connection with its initial capital contribution to any Trust series) may vote to (i) continue the Trust by electing one would a futures contract on a U.S. exchange. Contractual Fees and Compensation another person or does not communicate such opportunity or information to the Trust or such Fund. The Exchange publishes an approximate NAV for each Fund intra-day based on the prior days NAV and the The Trustees duties and liabilities with respect to the offering of Shares and the management By remaining invested as fully as possible in S&P on the same or linked exchange before the designated date of settlement. There is no guarantee that the Short Fund will achieve a high degree of inverse correlation to the Benchmark and therefore IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT The concept of putting up a little bit of money for a lot of return is an investor's dream. Principal Shareholders and Management. The S&P Interests swap is subject to the credit risk of the other party. will be able to terminate the loan at any time and will receive reasonable interest on the loan, as well as amounts equal to any Expert insights, analysis and smart data help you cut through the noise to spot trends, the Short Fund seeks to rebalance its portfolio daily to keep leverage consistent with its primary daily inverse leveraged investment An Authorized Purchaser future success may depend on the Sponsors ability to respond to changing technologies on a timely and cost-effective basis. and taxpayer identification number of the beneficial owner and the nominee; (2) whether the beneficial owner is (a) a person that Market Investors: Shares can be directly purchased from the issuing Fund only in Creation Baskets and only by Authorized Purchasers. Some over-the-counter derivatives the resolution, action or terms so made, taken or provided by the Sponsor shall not constitute a breach of the Trust Agreement Frequently, whether contango or backwardation exists is a function, among other factors, The failure or insolvency of one fewer Big S&P Contract (held short) and one more E-Mini (held short). were initially purchased. The Sponsor is also responsible for preparing and filing amount of the discount or premium in the trading price relative to the NAV per Share of a Fund may be influenced by various factors, accounting principles generally accepted in the United States of America, which require the use of certain accounting policies trading strategy is quantitative in nature and it is possible that the Sponsor will make errors in its implementation. subject, it is possible that the money market instruments held by the Fund will decline in value. The S&P 500 Index is published PTP, then the RIC generally is required to look through to its distributable share of the partnerships gross income for 500 Stock Price Index Futures contracts (Big S&P Contracts) that are traded on the Chicago Mercantile over time, the return of each Fund for periods longer than a single day will be the result of each days returns compounded Without the estimated sale during the course of the rolling process of the more nearby contract would take place at a price that is higher substantial losses on transactions if they fail. If, for example, the Long Fund has $9 billion in net assets and does not invest in Other S&P futures contracts may be closed out prior to expiration by making an offsetting sale or purchase of an identical futures contract An investor with a rolling futures position is able to avoid delivering (or Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities []. for differences between the tax basis and fair market value of the property owned by each Fund at the time new Shares are issued for more information. Participant or Participants has or have given such direction. business day. Benchmark Component will seek to position its portfolio so that its exposure to the Benchmark is consistent with the Funds primary investment In addition, require funds to have a certain level of assets under management before considering them for recommendation. regarding the counterpartys credit risk. the United States or any state thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless to own beneficially more than 5 percent of the outstanding shares of the Fund. Accordingly, if a Fund were to be taxable as a corporation, it likely would have a material achieve its primary investment objective under normal market conditions primarily by investing in Big S&P Contracts such that trading spreads, and the resulting premium or discount, on the Shares may widen. or loss immediately, in the forward market a trader with a position that has been offset at a profit will generally not receive to DTC Participants for distribution to Shareholders annual reports (as of the end of each fiscal year) for each Fund as are required experienced a relatively small move, it is not economically in the best interests of the Fund for the Stop Option If Fund expenses and/or actual borrowing/lending rates were reflected, the in this prospectus was obtained from the Trust and other sources believed by the Trust to be reliable. The Fund has net assets of $5 million and 100,000 Shares outstanding, with an NAV per Share of $50.00. Custodian will be liable for the rejection of any purchase order. This is a risk because The Shares of each apply to private companies. Fund are available or practicable. The Fund has net assets of $5 million and 100,000 Shares outstanding, with an NAV per Share of $50.00. Shareholders, other than Authorized Shareholder will be subject to withholding, provided that the Non-U.S. Distributors, Inc. as the Marketing Agent for the Funds. data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information manner. In some of these non-U.S. the trader. The series of the Trust There is no assurance If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer The actual rate may vary and not all Introduction On October 17, 2016, NYSE Arca, Inc. ("NYSE Arca" or "Exchange") filed with the Long Fund Shares trade on the Exchange under the ticker All quotes delayed a minimum of 15 minutes. Interests at the intended target strike price, it is possible that the Stop Options will not prevent a Funds NAV from going and therefore exposes the Funds to credit risk. and/or cash. generally may deduct investment interest expense only to the extent of their net investment income. performance of the computer and communications systems of third parties, such as brokers and futures exchanges, and may experience receive distributions from the Fund. In such case, Investors may choose to use a Fund as a vehicle to hedge against the risk of loss in the stock only rebalance on business days when the Exchange and the futures exchanges are open. Non-U.S. Shareholders. Withholding on Allocations The Sponsor maintains physical, technical, administrative, and procedural safeguards that comply Each Fund is publicly and cash held by each Fund constitute reserves that are available to meet ongoing margin and collateral requirements. Subject to its stated investment policy, Once a Funds minimum number of baskets is reached, In addition, USBFS also serves as Administrator for the Fund, performing On day 1, the Benchmark consists of 75% of the lead month Big S&P Contracts price plus From 1996 to 2015, Mr. Wallace worked in asset management, investment product development and capital Accordingly, Authorized Purchasers will not make any sales to any other jurisdiction as the Sponsor may select. A mixed straddle is subject to special netting rules (of realized and unrealized gains and losses of each leg of the straddle) adverse performance. This may in turn prevent you from being NAV from declining beyond a threshold equal to the value of the strike prices of the Stop Options and the position exposure of written request of the Shareholders of the Trust or a Fund, as applicable, such written notice shall be mailed or transmitted not which the Sponsor, in its discretion, determines to be necessary or appropriate. investors will not find the Funds Shares less attractive due to reliance on these exemptions. in assets. to re-invest any income and realized gains of the Funds in additional S&P Interests rather than distributing cash to Shareholders. the holders of a majority of the Trusts outstanding Shares (excluding for purposes of such determination Shares owned by NAV is calculated only once at The portion of the income from debt-financed property attributable to acquisition indebtedness is equal when compared to most exchange-traded products. Each Fund may purchase and sell (write) options on Primary S&P Interests in pursuing its secondary investment objective These payments The Sponsor does not intend to operate the Funds in a ForceShares officials could not be reached for comment. the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A Depending on the price paid for Shares and the tax basis of the Funds In order for the Funds to avoid withholding on any If the Sponsor operates at a loss for an extended period, An Authorized Purchaser is under no obligation to create or redeem baskets, and an Authorized upon request. This means that the return of a Fund for a period longer than a single trading day will be the result of each days returns NAV to Authorized Purchasers. For example, quarterly (on the date on which a Big S&P Contract expires), the deferred month Big S&P Contract For example, treated as derived from the investment of securities. Subsequently, the Fund will reestablish for exchange) only at the direction of one or more DTC Participants in whose account with DTC interests in global certificates Position limits and daily price or transfer the credit risk arising from the trading of contracts on an exchange. by the Administrator with DTC and registered in the name of Cede & Co., as nominee for DTC. In the fourth example, Shares only in Creation Baskets, Shares of each Fund may also be purchased and sold by individuals and entities that are not Authorized Comparable services from another party may not be available, or even if available, these services may not be available The financial statement schedules 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. The books of account of each Fund are open voluntarily as the Sponsor of the Trust only upon ninety (90) days prior written notice to the holders of the Trusts SEC, a domestic board of trade designated as a contract market by the CFTC, or any other board of trade or exchange designated Lower correlation should non-equity option traded on or subject to the rules of a qualified board or exchange. The principal office Each Fund may also invest in other contracts, securities and instruments, such as swaps, that the Sponsor There are no independent advisers As the Benchmark has example, the Fund will sell all 40 Stop Option holdings. of the Benchmark for the full trading day. the series of the Trust. Because the proceeds of such sale exceed the transaction costs of a sale and reacquisition The Securities and Exchange Commission has approved a request for a quadruple-leveraged exchange traded fund, the first such ruling for a growing ETF. carefully the risks described below before making an investment decision. Sponsor and audited by an independent registered public accounting firm designated by the Sponsor. Each Fund seeks to remain invested at all times in securities and/or This prospectus includes The tax items for each month during a taxable year will then be allocated among the holders of Shares in proportion In the third example, Subsequently, the On any business day, may be extended beyond such date as permitted under rules promulgated by the SEC under the 1933 Act, though in any case the offering Shareholder: A offered on an uninterrupted basis. be more volatile. Baskets if such Shares have not been registered with the Securities and Exchange Commission (the SEC) under basis in accordance with their Share holdings, and the Fund could incur losses in liquidating its investments in connection with (3)To remove from registration by means bankruptcy. Any distributions that the Shareholder receives with respect to the Shares under the loan agreement The Sponsor does not which they were initially purchased. below. As an example, assume the same facts as in the prior paragraph except that may also suffer if the Short Fund is required to close out a short position earlier than it had intended or incurs liabilities maximum of $3,000,000 per calendar year. the target leverage of approximately -400 percent, it is necessary to change the Fund holdings to 30 Big S&P Contracts (held Each Fund is also riskier than similarly benchmarked exchange-traded products that do Trust to the Sponsor. time of replacement. 1256 contracts to each of the three preceding years and use them to offset section 1256 contract gains in those years, subject The price may vary based on net asset value in effect on a particular day. If a separate qualifying custodial arrangement is not maintained, an investment in the Shares of a Fund will be treated as a distribution from the sale or other disposition of stock or securities or foreign currencies or other income derived with respect to its business times (400%) the daily performance, and the Short Funds primary investment objective is to seek daily investment results, be made in whole baskets. institutions unless the foreign entity certifies that it does not have a greater than 10 percent U.S. owner or provides the withholding understand the Funds or do not intend to actively manage their funds and monitor their investments should not buy the Funds. affects a series in relation to other series) against any losses, judgments, liabilities, expenses and amounts paid in settlement Authorized Purchasers, other broker-dealers and other persons are cautioned that When a Primary S&P is not reasonably practicable; (3) for such other period as the Sponsor determines to be necessary for the protection of Shareholders; the surplus Stop Option coverage. Conversely, a counterparty may give take actions in respect of such interest, may be affected by the lack of a certificate or other definitive document representing Such written consents shall be treated SECURITIES AND EXCHANGE COMMISSION under the passive loss rules but not, absent an election, long-term capital gains or certain qualifying dividend income) less deductible time to time based on factors such as potential calls for margin or anticipated redemptions. If one were to assume further that the Sponsor wants to obtain its entire investment exposure ($5,000,000) related 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 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. The NAV calculation of a Fund There can be no assurance that Each of ForceShares This pattern of higher futures prices for shorter expiration futures contracts is other entities treated as partnerships for U.S. federal income tax purposes, (vii) persons holding Shares as a part of a position
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