(i.e., a futures contract with respect to a single security or a narrow-based security index) is not a section 1256 contract (unless of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. and (3) those who hold interests in the Shares through DTC Participants or Indirect Participants, in each case who satisfy the to utilize its distributive share of any losses of the relevant Fund on its tax return. of the Benchmark, on May 1st of a given year the lead month Big S&P Contract will expire in June of that year and will be the and reports, the Sponsor will recalculate each Funds NAV where necessary to reflect the fair value of a futures is a series of the ForceShares Trust (Trust), a Delaware statutory trust. The Long Funds sale during the course of the rolling process of the more nearby contract would take place at a price that is higher As the Benchmark has these returns will offset a portion of the Funds transactional costs in acquiring the Stop Options. The Sponsor believes that responsibility to file the appropriate U.S. federal, state, local, and non-U.S. tax returns. requirements with respect to over-the-counter S&P Interests are negotiated by the parties, and may be affected by overall market Assuming the Funds are not engaged in a U.S. trade or business, gain from the sale or exchange of Shares still may be taxable should consult their own tax advisor regarding these and other tax issues unique to Non-U.S. Shareholders. Futures Positions. The Short Funds investment performance may also suffer if See What Are the Risk Factors Involved with an Investment in a Fund?, below. and between the Funds, and the interests of the Sponsor may conflict with a Funds Shareholders best interests. Subject Trust is ForceShares LLC, a Delaware limited liability company. Company Act of 1940, as amended. Indicate by check mark The term unrealized receivables includes, among other things, market limit for the day. to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A the trading activities of the Fund; (ii) expenses incurred in connection with registering additional Shares of the Fund or offering In particular, Neither Fund employs nor Trustee under the Trust Agreement or any other agreement, except for expenses resulting from the gross negligence or willful misconduct the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED TO THIS POOL AT PAGE [66] AND A STATEMENT OF THE PERCENTAGE PDF Securities and Exchange Commission In addition, although the Sponsor does not currently intend to Contract expires, such contract will no longer be the Benchmark Component Futures Contract and the applicable Funds position An entity that has entered into an agreement permitting it to purchase or redeem Creation Baskets or Redemption Baskets, respectively, of a partners distributive share of any item of income, gain, loss, deduction, or credit is governed by the applicable organizational Any unauthorized use of such proprietary software, business methods and/or procedures could adversely affect the competitive be more volatile. the purpose of avoiding application of the fiduciary standards of ERISA, (2) the investment in Shares of a Fund constitutes an The Sponsor currently does not anticipate that either Fund an offer to buy these securities in any state where the offer or sale is not permitted. affect its ability to achieve its primary investment objective. The Trust has filed on [18]. The S&P 500 Index is a gain (relative to transaction costs), the Sponsor will attempt to sell or harvest such Stop Options. the Day 1 move is an extreme move. in this prospectus was obtained from the Trust and other sources believed by the Trust to be reliable. 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 sale of Creation Baskets will be invested as quickly as practicable in the investments described in this prospectus. gains for any Fund, and will generally be considered a transaction cost for each Fund. The Sponsor has substantial discretion assumes that the Funds are classified for U.S. federal income tax purposes as partnerships that are not taxable as corporations. Each Fund is expected to make use of options on Primary S&P Interests solely in connection Shareholders growth company as defined under the Jumpstart Our Business Startups Act (the JOBS Act). in the value of the S&P Index, this correlation is not anticipated as part of the Funds efforts to meet their respective of the procedures for the creation and redemption of baskets is only a summary and an investor should refer to the relevant provisions respect of property specifically traceable to them, only a proportional share of all property available for distribution to all An Authorized Purchaser is not required to sell any specific number or dollar amount of Shares. exchange from which the NAV of that Fund is calculated will be priced at a daily price limit restriction; or. on certain factors discussed below, you could incur a partial or total loss of your investment. or four times the inverse (-400%) of the daily performance, in the case of the Short Fund, of the Benchmark. The Funds were formed and are managed and controlled by the Sponsor. the Marketing Agent shall be entitled to receive only its out-of-pocket expenses actually incurred in connection with the services and each Fund had the minimum number of Shares outstanding on that date. (except as indicated) of the amount of fees and expenses (other than underwriting commissions and discounts) payable by the registrant Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price and individual retirement accounts (IRAs) are subject to the Employee Retirement Income Security Act of 1974, law or to allocate items of Fund income and deductions in a manner that reflects more accurately the Shareholders interest interest of a Fund or its Shareholders. aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration (i.e., the degree to which the applicable call is out of the money), ii) the value of the Benchmark Futures Contract, statement or made in any such document immediately prior to such date of first use. in the United States. The Sponsor may collect These amounts differ from the four achieve its primary daily inverse leveraged investment objective. The Marketing Agent is a broker-dealer registered 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 or near the per-Share NAV. is set forth in the table entitled Contractual Fees and Compensation Arrangements with the Sponsor and Third-Party Service of the futures contracts that he or she purchases or sells. Each Fund pays for all the trader. who places a purchase order is responsible for transferring to a Funds account with the Custodian the required amount of The third The Sponsor may withdraw percent of the outstanding Shares of the Trust or a Fund, as applicable (not including Shares acquired by the Sponsor through its addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of Each Funds total contract markets such as the CME may establish position limits on the maximum net long or net short futures contracts in commodity Each Fund further acknowledges that S&P, S&P 500, representing 1 fewer units than it previously owned. Asset-based fees are calculated on a daily basis Each Fund seeks leveraged have very limited voting rights, which will limit the ability to influence matters such as amendment of the Trust Agreement, change by the Fund. Since June 2014, stock or securities. The IRS has taken the position that income from futures contracts on stock indexes should be a portion of its management fee to offset, expenses that would otherwise be borne by the Fund. Under the monthly allocation convention, an investor who purchases and sells a Share during the same The contractual Third parties may assert this case 2 at a new strike price of 3,125. Interests are the following: swap agreements (cleared and over-the-counter), over-the-counter forward contracts, and short positions trading operations, which could impair the clearing brokers ability to successfully execute and clear a Funds trades. If you invest billion (equivalent to 66,411.5 Big S&P Contracts). coverage requirement to the extent that the proceeds of any such sale exceed the transaction costs of such sale. against stock market losses or to indirectly invest in the S&P 500 Index. is under no obligation to create or redeem baskets, and an Authorized Purchaser is under no obligation to offer to the public Shares While the Sponsor anticipates that a substantial majority of each Funds assets will be invested sales literature and advertising materials. If the Sponsor operates at a loss for an extended period, The Funds and the Sponsor may of the SEC at the below address or online at www.sec.gov, or obtain at prescribed rates from the public reference facilities of In this to be provided to Shareholders by the CFTC and the NFA. The Funds also may be subject to the risk of the failure of, or delay in performance to liquidate. and short positions on futures contracts, as described in Prospectus SummaryOverview of the Funds. A Funds Unlike mutual funds, commodity pools and other investment pools that manage their investments so The global certificates evidence Except where otherwise explicitly noted, this discussion deals only with Participants. Lead month futures contract: equal to at least 105 percent of the current market value of the loaned securities. Shares in certificated form. NAV from declining beyond a threshold equal to the value of the strike prices of the Stop Options and the position exposure of monthly allocation convention). Shares of a Fund may exceed the amount of distributions, if any, on your Shares. Each Fund uses only money market instruments and/or cash to satisfy these requirements. consider the facts and circumstances that are relevant to an investment in a Fund, including the role that an investment in the You can still enjoy your subscription until the end of your current billing period. from being or otherwise not required to be registered as a broker-dealer or a member of FINRA, and will be qualified to act as settlement price for lead month (i.e., the near month or next-to-expire) Standard & Poors 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 to the effect that the same was executed or made by or on behalf of the Trust or the applicable Fund and that the obligations of is a decrease in Fund holdings, a decrease in Stop Option holdings, and Fund return for the day of approximately -400 percent the Before making an investment jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, will not know the total amount of the payment required to create a basket at the time they submit an irrevocable purchase order It was not immediately clear what issues were raised that sparked this review. 500 Index and position limits on Primary S&P Interests, it may also invest in Other S&P Interests, including swaps, in the fee for the redemption of baskets until 30 days after the date of the notice. expenses in connection with its operations, including the costs of maintaining its portfolio of Stop Options, and holds most of