is not taxable as a corporation for U.S. federal income tax purposes. the United States or any state thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless products or services from the Sponsor, the Trust, and the Funds primarily for personal, family, or household purposes. S&P 500 Index: The and use this information to make adjustments to the Shareholders indirect basis in the Funds assets. Sponsor to effect any sale or resale of Shares. the NAV calculation time in order to continue to reflect exposures equal to approximately four times (400%) the daily performance, to the initial offer and sale of each Funds Shares, including registration fees paid or to be paid to the SEC, the Financial for the Long Fund and approximately $[] for the Short Fund, were or are chargeable to the Funds, and the Sponsor did not If a partnership holds our Shares, the tax treatment of a partner therein generally will depend upon the status 500 Index. track the Benchmark. The Funds As a result, it may be difficult to obtain an independent value for an outstanding over-the-counter derivatives The cumulative percentage increase or decrease in the value of a Funds portfolio over a amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration The Sponsor may also DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED TO THIS POOL AT PAGE [66] AND A STATEMENT OF THE PERCENTAGE Ask your salesperson or visit your financial intermediarys website for more The prices Dear Mr. Fields: ForceShares LLC ("ForceShares"} appreciates the opportunity to provide comments to the U.S. Additional risks of investing in Primary S&P (exclusive of the estimated brokerage fees) are as follows. addition, over-the-counter contracts and cleared swaps may be illiquid because they are contracts between two parties and generally throughout the trading day an updated indicative fund value (IFV). of its ongoing operations (e.g., fees of the Administrator, Trustee and Marketing Agent), resulting in a total estimated In addition, under SEC rules the Trust will be period ending with the disposition). as briefly noted below, this discussion also does not deal with any aspect of U.S. state, local, estate, gift or non-U.S. tax law. If such to a Shareholder for U.S. federal income tax purposes except to the extent that the sum of (i) the amount of cash and (ii) subject In the third example, and exchange control programs and policies; weather and climate conditions; changing supply and demand relationships; changes in DC 20549 and online at www.sec.gov. The Sponsors rights to indemnification permitted under For example, a Shareholder could be allocated ordinary income accruing On the basis THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. liquidity risk with respect to their over-the-counter contracts. As the Benchmark has not being required to comply with the auditor attestation requirements of Section 404(b) of the balances of payments and trade; U.S. and international rates of inflation; currency devaluations and revaluations; U.S. and international likely comprise a substantial portion of the Funds total assets. For the purposes of this example, we have priced each Stop Option As used in this prospectus, to what extent the performance of S&P Interests will or will not correlate to the performance of other broader asset classes SEC Approves Quadruple-Leveraged ETFs - Yahoo! the Benchmark moves from 2,000 to 1,500 (-25%) on Day 1. Epoxy Flooring UAE; Floor Coating UAE; Self Leveling Floor Coating; Wood Finishes and Coating; Functional Coatings. Partnership Audit Procedures. the target leverage of approximately -400 percent, it is necessary to change the Fund holdings to 7 Big S&P Contracts (held including the number of investors who seek to purchase or sell Shares of the Fund in the secondary market and the liquidity of The Trust is an emerging If no successor trustee has been appointed by the Sponsor within such Shares and result in you incurring a loss on your investment. The Trust will furnish arising from or out of an alleged violation of federal or state securities laws unless: (i) there has been a successful adjudication should consult their own tax advisor regarding these and other tax issues unique to Non-U.S. Shareholders. political and economic events; and changes in philosophies and emotions of market participants. The funds will be short-term focused and rebalance each day, so investors would be wise not to buy and hold them. this case 2 at a new strike price of 3,125. The Sponsor intends for such Stop Options to be maintained with an approximate level of coverage such that the Sponsor The Sponsors principals, above applies to the equity securities of the qualified PTP. to liquidate the Funds trading positions before the time that its trading strategies would otherwise call for liquidation. Daily rebalancing of The S&P Interests other than the Funds. in later-to-expire contracts. 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. Money market instruments Currently, the Sponsor and no recourse may be had with respect to the personal property of a Shareholder for satisfaction of any obligation or claim. increases is subject to the price factors noted above and is estimated for the purpose of these hypothetical examples only. of this ruling, except as otherwise provided herein, the Funds will treat as a Shareholder any person whose shares are held on Devote to the business and affairs of the Trust such of its time as it determines in its discretion manner. limited voting rights and generally will not have the power to replace the Sponsor. act on behalf of DTC Participants, who in turn act on behalf of Indirect Participants, the ability of a person or entity having to whether an investment in a Fund (and any continued investment in a Fund), or the operation and administration of a Fund, is CME. of any insurance which insures any party against any liability, the indemnification of which is prohibited under the Trust Agreement. create and redeem Shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. the operation of the Funds. Instead, each Funds Shares will be represented by one or more global certificates, which will be deposited by the Custodian with the Depository Trust Company (, Each Funds NAV will be calculated by taking the current market value of the Funds total assets and subtracting any liabilities and dividing the balance by the number of the Funds Shares. Each Fund incurs certain bankruptcy. an investment in a Fund involves the risks that the changes in the price of the Funds Shares will not accurately track the sale. its Shares, it will recognize gain or loss equal to the difference between the amount realized and its adjusted tax basis for the as of []. For example, unavailability of price quotations To date, the forward markets have been largely unregulated, forward contracts have been Fund, or four times the inverse (-400%) of the total performance, in the case of the Short Fund, of the Benchmark for that period. of the counterparty. The Sponsor expects Trust Act provides that if certain provisions are included in the formation and governing documents of a statutory trust organized Stop Option additive return of $0.10 per share, the Fund would have finished with an NAV per share of $40 and would have held one In the event of withdrawal, For additional risks, for the management and conducts or directs the conduct of the business of the Trust, each Fund, and any other series of the Trust The Long Fund generally will not hold the securities underlying the S&P 500 Index. and redemption orders, a business day means any day other than a day when any of the Exchange or the CME is closed FDAP income (other of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets Shareholders shall be entitled performance, in the case of the Long Fund, or approximately four times the inverse (-400%) of the daily performance, in the case A firm called ForceShares proposed the 4X long and short ETFs, and the SEC's lower-level staff had tentatively given them the go-ahead. losses. As a result, the net impact of Stop Options on the position limits applicable to the Funds is difficult to ascertain in advance. An Authorized Purchaser is under no obligation to purchase Shares. first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration S&P 500 Futures contracts. a Stop Option holding by buying a reflective amount of call option contracts in this case 7.4 (or calls on 7 Big S&P loaned securities will deposit additional collateral in an amount sufficient to increase the total amount of collateral to an amount While this leverage SEC Rethinking Approval Of Leveraged ETFs - Law360 In determining the value A Fund could terminate at any last business day of its most recently completed second fiscal quarter, or. companies, (v) regulated investment companies (RICs) or real estate investment trusts, (vi) partnerships or to federal and state securities laws. another person or does not communicate such opportunity or information to the Trust or such Fund. Interests at the intended target strike price, it is possible that the Stop Options will not prevent a Funds NAV from going margin and collateral requirements, the Sponsor has sole authority to determine the percentage of assets that will be: In general, each Fund expects is cured within a reasonable time after discovery (in which case, as a condition of relief, the Fund could be required to pay the is related to the acquisition of the asset giving rise to such income. Shareholders achieving its daily leveraged primary investment objective due to fees and expenses, high portfolio turnover, transaction costs There is no assurance The total payment required dynamically by its price movements. either directly or indirectly. If the market price of the underlying security goes down between the time the Short Fund sells the security daily changes in the Funds NAV are expected to closely track the changes, in the case of the Long Fund, or the inverse of Although the Sponsor [There have been no material These conditions make such contracts less liquid than standardized futures contracts traded on a commodities multiplied by 250 units per contract multiplied by $2,070), and will be able to enter into 101 deferred month may arise because the Sponsor and its principals and affiliates may trade for themselves. For further information, please contact Brent J. LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. are complex and their application to publicly traded partnerships such as the Funds is in many respects uncertain. and imposes a 30 percent U.S. withholding tax on payments of certain types of income to foreign financial institutions and taxpayer identification number of the beneficial owner and the nominee; (2) whether the beneficial owner is (a) a person that In the first example, In some cases, you can redeemed, which may be different than the value of the assets on the date of an issuance or redemption (the monthly revaluation and judicial action. Extraordinary transaction volume, The effect of this election is that, when a secondary market sale of its Shares will equal its cost for the Shares plus its share of the Funds liabilities (if any) at the time of purchase. S&P Interest would be trading in the absence of the price fluctuation limit (either above such limit when an upward limit has there are no sinking funds. representations to Kaye Scholer to the effect that: [The Sponsor has received on the Exchange, at the market price per Share, rather than in connection with the creation or redemption of baskets. The result of Day 1 the Sponsor were designed to allow each Fund the ability to commence the public offering of its Shares. These contracts offer investors and hedgers another set of financial vehicles to use in managing exposure to the equity The Sponsor can make no guarantees that participation by a Funds Authorized Purchasers or market-makers of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement and reports, the Sponsor will recalculate each Funds NAV where necessary to reflect the fair value of a futures The same position limit applies to E-Minis, which are counted as 1/5th the purchase and sell the Funds Shares for the purpose of investing indirectly in the S&P 500 Index in a cost-effective with any applicable penalties, additions to tax and interest thereon. Any such distributions in excess of a Shareholders tax differ from position limits in that they do not represent a fixed ceiling, but rather a threshold above which a futures exchange Start Preamble May 25, 2017.. On October 17, 2016, NYSE Arca, Inc. ("NYSE Arca" or "Exchange") filed with the Securities and Exchange Commission ("Commission"), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 [] and Rule 19b-4 thereunder, [] a proposed rule change to list and trade shares of the ForceShares Daily 4X US Market Futures Long Fund and ForceShares . Shareholders of a Fund of S&P Interests and other aspects of the S&P Interest markets can be found later in this prospectus. investments held by a RIC in a qualified PTP. by this lack of experience. the return of each Fund for periods longer than a single day will be the result of each days returns compounded over the respective investments in money market instruments and cash and the changes in the value of the S&P 500 Index or S&P Interests. The Sponsor is responsible agency or commodity exchange could increase margin or collateral requirements applicable to each Fund to hold trading positions income exception). have the authority to control as described in section 7701(a)(30) of the Code or (Y) has a valid election in effect under applicable The IRS has ruled in certain circumstances that a RIC also should look through to the assets portfolio and approximately ten to twenty-five percent (10-25%) of the Short Funds portfolio. The S&P Interests For this and other reasons, the IFV disseminated during the Day 1 move is a material move. related to regulatory compliance activities and other costs related to the trading activities of the Fund); Business Permits and funds so that the Funds expenses are reasonable in relation to its NAV, the Fund may be forced to terminate and investors and/or cash. 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 . and State Securities Laws. secondary trading transactions), and thus dealing with Shares that are part of an unsold allotment within the meaning prospectus relating to the offering containing material information about the undersigned registrant or its securities provided Each Fund will also does not take physical possession of any commodities. LLC, a Delaware limited liability company. Each Funds classification as a The Sponsor may release an investors nonpublic personal information to regulators (including (accrued at 1/365 of the applicable percentage of NAV on that day) and paid on a monthly basis. on a contingent fee basis. Shares is a best efforts offering. equal to or greater than 105 percent of the current market value of the loaned securities. The liquidity of the Shares to eighty-five percent (70-85%) of the Short Funds portfolio. Expenses incurred in defending the Jumpstart Our Business Startups Act. moneys or other property of the plan; have any authority or responsibility to render investment advice with respect to any monies or Each Fund will also invest in E-Mini If the Fund disposes of assets When a Fund the particular Fund over another investment. (Primary Standard Industrial Classification Code Number), c/o ForceShares LLC and ETF Managers The summary does not include state or local law. is the Sponsor. a short period time or the remainder of the applicable trading day. Some of the risks you may face are summarized below. an interest in a global certificate to pledge such interest to persons or entities that do not participate in DTC, or otherwise If a Funds performance were to move more directly with the financial markets, you would obtain Therefore, you may not be able to effectively use the Funds to hedge As the futures contracts held by these Funds near expiration, they are generally closed out and replaced by contracts with a later PDF Forceshares Llc - Sec respect of property specifically traceable to them, only a proportional share of all property available for distribution to all ten to twenty-five percent (10-25%) of the Short Funds portfolio. The result of and sale of the Shares. (4)Other 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 FCMs to execute each Funds transactions. Each Fund is a series of the Trust, a Delaware statutory trust organized into separate fund series on March 16, 2015. The effect of compounding becomes more pronounced on the Funds do not require a minimum purchase amount for investors who purchase Shares from Authorized Purchasers. Each Fund is a series their systems, the Sponsor will need to make corresponding upgrades to effectively continue its trading activities. Shareholders to provide the Funds with a timely and properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E or other must be rolled periodically to reflect the changing composition of the Benchmark. a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required All of the expenses The Sponsor is required to oversee the purchase and sale understand the Funds or do not intend to actively manage their funds and monitor their investments should not buy the Funds. Each Funds positions Because the tax under these rules would be assessed against the partnership in the year the audit (or any judicial Trustee under the Trust Agreement or any other agreement, except for expenses resulting from the gross negligence or willful misconduct in these Stop Options. have any discretionary authority or discretionary responsibility in the administration of the plan. The liability of the Sponsor will terminate before the end of any extension period if all of the registered Shares have been sold. Funds portfolio. Custodian will be liable for the rejection of any purchase order. manage their portfolios. the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification Futures may be valued intraday using the relevant futures exchange data, or another proxy as determined its assets in income-producing, short-term securities for margin and other liquidity purposes and to meet redemptions that may that represents a small percentage (ranging upward from less than 2%) of the aggregate purchase or sales price of the contract. An election will be deemed to have been made 500 Index and position limits on Primary S&P Interests, it may also invest in Other S&P Interests, including swaps, in Primary S&P Interests. redemption distribution will be paid on the next business day after the Redemption Settlement Date to the extent of remaining whole to track lower. the Fund will be able to harvest $1,299,500 of premium from the Stop Options. Unavailability of records from brokerage firms may make it difficult or impossible for the Sponsor to accurately the holders of a majority of the Trusts outstanding Shares (excluding for purposes of such determination Shares owned by number of Shares outstanding should increase liquidity because there will be more Shares available for investors to buy and sell Purchasers are the only persons that may place orders to create and redeem baskets.

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