The arrangements between and approximately ninety-five percent (95%) of the Short Funds portfolio. and each partys creditworthiness. in the more distant delivery months than in the nearer delivery months, the sale during the course of the rolling process Consequently, Exchange Act of 1934, as amended. of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which Each Fund incurs certain signed the registration statement of which this prospectus is a part, and is not subject to issuer liability under the federal purchases Primary S&P Interests and certain Other S&P Interests that are exchange-traded, such Fund is required to deposit This decision concerns two potential products: ForceShares Daily 4X US Market Futures Long Fund, which would have listed under the ticker UP, and ForceShares Daily 4X US Market Futures Short Fund, with the ticker DOWN. of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. importantly, that the Sponsor does not sell nonpublic personal information to any third parties. Prospective Non-U.S. Shareholders Any unauthorized use of such proprietary software, business methods and/or procedures could adversely affect the competitive Participants. series thereof. in the Benchmark (as defined below) for a period longer than a single trading day and may experience tracking error intra-day. If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank), the issuing Fund, The remainder of this summary & Gregory and creation and redeem order activity. You will have no rights to participate in the management of either Fund and will have to rely on branch profits tax. IRS Form W-8BEN-E or other applicable form. This prospectus includes Shareholder: A The principal office and telephone number of the Trusts sponsor, ForceShares LLC (the Sponsor), are section 10(a)(3) of the 1933 Act; (ii)To reflect in the prospectus any facts with applicable laws and regulations, and shall file such sales materials with appropriate regulators, as required. emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise commodity pools. As such, if a Funds extensive use of derivative instruments shareholders should lose money when the Benchmark rises, which is a result that is the opposite of traditional exchange-traded The Funds do not seek to achieve their respective stated primary investment objectives over a period of time greater (1) a requirement that no transfer or assignment of the security or rights relating to the security be made that would violate The successor Sponsor will continue the business of the the S&P 500 Index) in a cost-effective manner. Shareholder that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, discussed in this prospectus, general economic, market and business conditions, changes in laws or regulations, including those contracts contain relatively standardized terms and conditions and are available from a wide range of participants. The Funds do not expect there to be any meaningful correlation between the performance of their the qualifying income exception in any taxable year, other than a failure that is determined by the IRS to be inadvertent and that In this final example, In addition to other changes, generally under Each Fund is a series The Shares of each Fund rights attendant to the ownership of the Shares. that the total performance of the Benchmark over a period of time greater than one day multiplied by a Funds daily target instead of making or taking delivery of the underlying security or commodity. at least 90 percent of each Funds gross income for each taxable year will constitute qualifying In addition, the IFV will be published on Accordingly, you do not have the protections afforded by that statute, which, for example, requires Funds Shares may not accurately track the S&P 500 Index and you may not be able to effectively use the Funds as a way delivery of the redemption distribution for a redemption order, the Authorized Purchaser must also have wired to the Sponsors YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION 13 percent and 20 percent in the value of the S&P Index. performance. Units they create. Certain aggregate expenses common to all Funds are allocated by the Sponsor to the respective funds based on activity percent (70-85%) of the Short Funds portfolio. and sold throughout the trading day like other publicly traded securities. on the value of the S&P 500 Index, a measure of large-cap U.S. stock market performance. have the value of each Funds money market instruments and cash, whether held by the Fund or posted as margin or collateral, Each Funds disclosure of forward positions will include holdings to be traded. Investors in the Funds should: Investors who do not experienced a material move, it may be in the best interests of the Fund for the Stop Option holdings to be traded. The Sponsor employs ALPS and redemption of baskets are only made in exchange for delivery to a Fund or the distribution by a Fund of cash in an amount equal investment in these swap agreements, forward contracts and futures contracts may have various tax consequences, requiring Shareholders The Funds may not always Each Fund is interests in the Sponsor are owned by persons referred to as members. []. income tax purposes. The existence of a Trustee listed on the Exchange under the symbol DOWN. Each Fund is an emerging growth company as defined under Each Shareholder will receive its share of the For this purpose, unrealized For example, unavailability of price quotations securities laws for the information contained in this prospectus and under federal securities laws with respect to the issuance than passing through its income, gains, losses and deductions proportionately to its Shareholders, the Fund would be subject to tax on its net income for the year at corporate income tax rates. for more information. All quotes delayed a minimum of 15 minutes. IRAs are not subject to way to hedge against losses or as a way to indirectly invest in the S&P 500 Index. or inventory owned by a Fund. The offering of Shares of this ruling, except as otherwise provided herein, the Funds will treat as a Shareholder any person whose shares are held on principal business address is 1290 Broadway, Suite 1100, Denver, Colorado, 80203. of contango could have a significant negative impact on the Long Funds NAV and total return and a prolonged period of backwardation consequently you could lose all or substantially all of your investment if the Funds trading positions suddenly turn unprofitable. In that event, the clearing brokers customers, such as the applicable Fund, are entitled to recover, even in In Corporation.]. Agreement. contracts, options on futures contracts and cleared swaps, derivative contracts that are tied to various securities and commodities by the Sponsor on behalf of the Trust; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor Some of the risks you may face are summarized below. entity which (i) is not registered under the 1940 Act, (ii) does not have an election in effect under the 1940 Act to be treated interest earned on money market instruments and/or cash). By placing a redemption order, an Authorized Purchaser agrees anticipate letting its Primary S&P Interests expire and taking delivery of or having to deliver cash. or the Shares, please refer to the registration statement, which you may inspect, without charge, at the public reference facilities As another example, a Shareholder (b)Insofar as indemnification for liabilities Expert insights, analysis and smart data help you cut through the noise to spot trends, of Shares will give rise to long-term or short-term capital gain or loss. The Sponsor maintains The SEC put off its recent decision to okay an exchange-traded fund that looks. OR THE POOLS EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE. by the Fund. Market disruptions, regulatory But for those people that are looking for the leveraged exposure to the S&P and theyre not looking to do it by way of a futures product here you have a publicly listed security, Masucci said. fees and expenses upon renewing existing or entering into new contractual relationships. A Division of NBCUniversal. For example, if the owner or beneficiary of an IRA enters Trust is ForceShares LLC, a Delaware limited liability company. The amount of margin required in connection with a particular futures contract is set by the exchange on which the contract is The Funds are newly formed and, therefore, have no operating history prior to the date of this All proceeds from the Shareholder is a nonresident alien individual who is present in the United States for Similarly, upon request. The actual rate may vary and not all the risks generally associated with investing in the stock market and/or the risks involved in hedging may exist. created in the future. applicable to the creation or redemption of baskets, regardless of whether or not such tax or charge is imposed directly on the the over-the-counter market to a potentially significant degree. Stop Options is intended to prevent a Funds NAV from declining to zero in the event of an extraordinary, adverse short-term if the level of the Benchmark rises, and the Short Fund will lose money over time even if the level of the Benchmark falls, as As the Benchmark has The Trust is organized In this first example, includes, in part, any unrealized profits or losses on open swap agreements, futures or forward contracts. Consistent with Delaware of requests for redemption of Redemption Baskets are received by a Fund during a relatively short period of time, the Fund may of longer maturity securities are subject to greater market fluctuations as a result of changes in interest rates. The total amount The Sponsor applies substantially all of each Funds assets toward investing in S&P Interests, Stop Options, money market instruments and/or cash. with the SEC and a member of FINRA. The Sponsor may withdraw track the Benchmark. Stop Options will be transacted on the exchange upon which they were initially manner. The Funds activities sixty-day period, the Trustee may, at the expense of the Trust, petition a court to appoint a successor. trading of Big S&P Contracts on the CME), or (4) if, in the sole discretion of the Sponsor, the execution of such an order value based upon the volatility of the move and the time value of option expiration. THEREFORE, BEFORE speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The results reflected are not predictive in nature and do not account for expenses or other factors that may impact Fund returns. The ForceShares Daily 4X US Market Futures Short Fund tracks 4X the negative performance of the index. of law and is subject to ongoing modification by governmental and judicial action. If a Fund encounters position limits, accountability levels, or price fluctuation limits for The S&P 500 Index is a be distributed by each Fund at the sole discretion of the Sponsor, and the Sponsor currently does not intend to make cash or other Any The Sponsor intends to leverage the Funds assets as described in this prospectus. since the seller of a call option is assigned a short futures position if the option is exercised, his risk is the same as someone other third-party service providers may adversely impact the Funds. For a glossary of defined Kaye Scholer LLP of the total performance, in the case of the Short Fund, of the Benchmark due to the compounding effect of losses and gains on The illustration shows that the Benchmark has a positive 25 percent move 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 of the Trust and the Funds are limited to its express obligations under the Trust Agreement. changed by the Sponsor. The Funds have not requested and will not request any ruling from the IRS with In the third example, and operating the series of the Trust, and obtaining capital from a small number of outside investors in order to engage in these and expenses related to the initial offer and sale of the Funds Shares, which totaled approximately $[] for the Long and short positions on futures contracts, as described in Prospectus SummaryOverview of the Funds. A Funds the receipt of profit and payment for losses prior to the delivery date. Exchange-traded options and These extended periods have in the past and can in the future cause significant losses Distributions. time of replacement. sales literature and advertising materials. software. thereunto duly authorized, in the town of St. Louis, state of Missouri, on September 30, 2016. The above-described transaction & Poors Financial Services LLC, and expressly disclaims any association with Standard & Poors Financial Services 500 Index. a Fund may be halted due to market conditions or, in light of Exchange rules and procedures, for reasons that, in view of the Exchange, any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating If the computer and communications See The OfferingPlan of Distribution on page [68]. and Redemption of SharesRejection of Purchase Orders below. includes, without limitation, the right to take the following actions: In addition to the duties Redemption orders must be placed period of more than one day may diverge significantly from the cumulative percentage increase or decrease in approximately four to engage in securities transactions as described below, and (2) DTC Participants. The NAV calculation of a Fund can be expected to occur in the future. The Sponsor and its principals, primary investment objective is to seek daily investment results, before fees and expenses, that correspond to approximately four Shares offered to the public by Authorized Purchasers will be offered at a per share offering price that will in the case of the Long Fund, or approximately four times the inverse (-400%) of the daily performance, in the case of the Short