VS Trust: DRS filing (amended)

Cover page 9 changes

As filed with the Securities and Exchange Commission on December 6 , 2019

As confidentially submitted to the U.S. Securities and Exchange Commission on January 15, 2020, as Amendment No.1 to the draft registration statement. This Amendment No.1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

64 unchanged paragraphs

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A DESCRIPTION OF EACH EXPENSE TO BE CHARGED TO THIS POOL, AT PAGE 4 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, IN THE SECTION ENTITLED "CHARGES". AT PAGE 4 .

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, IN THE SECTION ENTITLED "RISK FACTORS". AT PAG ES 5 -20 .

2 unchanged paragraphs

HIGHLY CUSTOMIZED SWAPS TRANSACTIONS IN PARTICULAR MAY INCREASE LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. HIGHLY LEVERAGED TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL OF AN UNDERLYING OR RELATED MARKET FACTOR. IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION MAY, IN CERTAIN INSTANCES, BE MODIFIED OR TERMINATED ONLY BY MUTUAL CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOL'S OBLIGATIONS OR THE POOL'S EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE.

IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION MAY, IN CERTAIN INSTANCES, BE MODIFIED OR TERMINATED ONLY BY MUTUAL CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOL'S OBLIGATIONS OR THE POOL'S EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE.

8 unchanged paragraphs

The Sponsor and the Commodity Sub-Adviser

13 unchanged paragraphs

PERFORMANCE OF THE OFFERED COMMODITY POOLS POOL OPERATED BY THE COMMODITY POOL OPERATOR

6 unchanged paragraphs

Inception of Trading

38 unchanged paragraphs

The Fund 1 change

1 unchanged paragraph

In seeking to achieve the Fund's investment objective, the Sponsor Commodity Trading Adviser (defined below) uses a mathematical approach to investing. Using this approach, the Sponsor Commodity Trading Adviser (defined below) determines the type, quantity and mix of Financial Instruments that the Sponsor Commodity Trading Adviser (defined below) believes, in combination, should produce daily returns consistent with the Fund's objective.

2 unchanged paragraphs

Breakeven Amounts 1 change

5 unchanged paragraphs

* The breakeven analysis set forth in this table assumes that the Shares have a constant NAV equal to the amount shown. The amount approximates the NAV of such Shares on [launch date] February 18, 2020 . rounded to the nearest $5. The actual NAV of the Fund differs and is likely to change on a daily basis. The numbers in this chart have been rounded to the nearest 0.01.

Risks Specific to the Fund 5 changes

27 unchanged paragraphs

The Fund may use derivatives such as swap agreements options and forward contracts options (collectively referred to herein as "derivatives") in the manner described herein as a means to achieve its investment objective. The use of derivatives by the Fund exposes the Fund to counterparty risks.

6 unchanged paragraphs

The Fund has sought to mitigate these risks by generally requiring requires that the counterparties for the Fund agree to post collateral for the benefit of the Fund, marked to market daily, subject to certain minimum thresholds. However, there are no limitations on the percentage of assets the Fund may invest in swap agreements, options or forward contracts with a particular counterparty. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Fund will be exposed to counterparty risk as described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. The Fund typically enters into transactions only with major, global financial institutions.

4 unchanged paragraphs

The Fund may change its investment objectives, objective, Index and strategies, and may be liquidated, at any time , including a t ime that is disadvantageous to shareholders .

1 unchanged paragraph

The Fund may change its investment objective, Index or strategies and may liquidate at a time that is disadvantageous to shareholders.

38 unchanged paragraphs

With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the Fund and its service providers are susceptible to operational and information security risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber -attacks include, but are not limited to gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber -attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial -of-service attacks on websites. Cyber security failures or breaches of the Fund's third -party service providers (including, but not limited to, the index provider, the Sponsor, the Commodity Sub -Adviser the Administrator, Sub - A dministrator -Administrator , Custodian, FCM and Transfer Agent) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. The Fund and its shareholders could be negatively impacted as a result. While the Fund has established business continuity plans and systems to prevent such cyber -attacks , there are inherent limitations in such plans and risk management systems including the possibility that certain risks have not been identified. Furthermore, the Fund cannot control the cyber security plans and systems of the Fund's service providers, market makers, Authorized Participants or issuers of securities in which the Fund invests.

2 unchanged paragraphs

Risks Applicable to Investing in VIX Futures Contracts and Other Financial Instruments 2 changes

17 unchanged paragraphs

Longer dated VIX futures contracts have often traded at higher prices than shorter dated VIX futures contracts and the VIX index. This upward sloping VIX futures term structure is referred to as contango. In at least 1,036 of the 1,259 trading session between Jan 1, 2015 and December 31, 2019 the VIX futures contracts traded in contango.

13 unchanged paragraphs

Futures contracts are subject to liquidity risk. Certain of the FCMs utilized by the Fund have imposed may impose their own "position limits" on the Fund. Position limits restrict the amount of exposure to futures contracts the Fund can obtain through such FCMs. As a result, the Fund may need to transact through a number of FCMs to achieve its investment objective. If enough FCMs are not willing to transact with the Fund, or if the position limits imposed by such FCMs do not provide sufficient exposure, the Fund may not be able to achieve its investment objective.

6 unchanged paragraphs

Forward-looking statements 1 change

1 unchanged paragraph

Except as expressly required by federal securities laws, the Trust assumes no obligation to update publicly any forward -looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on any forward -looking statements.

The Short VIX Futures Index 1 change

14 unchanged paragraphs

Note — On each B usiness D ay Business Day a fraction of the theoretical portfolio's m1 VIX futures holding sold and an equal dollar notional amount of the longer dated m2 futures is bought. The fraction rolled each B usiness D ay Business Day is therefore proportional to the number of m1 futures contracts held on B usiness D ay Business Day t1 and inversely proportional to the number of days in the Roll Period RD tot .

12 unchanged paragraphs

Investment Objective 2 changes

1 unchanged paragraph

The Index measures the daily inverse performance of a portfolio of first and second month VIX futures contracts. This theoretical portfolio is rolled each day to maintain a consistent time to maturity of the futures contracts. The Index is calculated daily at 4:00 p.m. (Eastern time) and at a value calculated from the average price for the futures contracts between 3:45 p.m. (Eastern time) and 4:00 p.m. (Eastern time). Through this price averaging process — known as the Time Weighted Average Price (or TWAP) — the Index is designed to exhibit a reduced sensitivity to instantaneous price fluctuations in the futures contracts. The Index inception date was Nov 22, 2019. Its ticker symbol is: SHORTVOL. The performance of the Index between Nov 22 and Dec 31, 2019 was +10.87%.

1 unchanged paragraph

By way of example of the performance of the Index relative to the VIX Index, on December 31, 2019, the VIX fell from 14.82 to 13.78 ( -7 .02%), while the Index that the Fund tracks rose from 1768.43 to 1845.24 (+4.34%) There can be no assurance that the Fund will achieve its investment objective or avoid substantial losses. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day because mathematical compounding prevents the Fund from achieving such results. Results for the Fund over periods of time greater than a single day should not be expected to be a simple return of the Index. The Fund's returns will likely differ in amount and possibly even direction from the inverse of either the VIX or a portfolio of short -term VIX futures contracts over the same period. These differences can be significant. The Fund will lose money if the Index's performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, fees, the Index's volatility, compounding and other factors. Daily compounding of the Fund's investment returns can dramatically and adversely affect its longer -term performance, especially during periods of high volatility. Volatility has a negative impact on the Fund's performance and may be at least as important to the Fund's return for a period as the return of the Index The Fund is benchmarked to VIX (and its inverse) and the Index which are two separate indices and can be expected to perform very differently. The VIX is a measurement non -investable index that measures the implied volatility of the S&P 500. For these purposes, "implied volatility" is a hypothetical portfolio measure of first the expected volatility (i.e., the rate and second month VIX futures contracts. magnitude of variations in performance) of the Fund is S&P 500 over the next 30 days. The VIX does not benchmarked to represent the inverse actual volatility of the S&P 500. The VIX which is calculated based on the prices of a constantly changing portfolio of S&P 500 put and call options. The Index consists of short positions on short -term VIX futures contracts. As such, the performance of the Index can be expected to be very different from an inverse of the actual volatility of the S&P 500 or an inverse of the actual performance of the VIX.

Principal Investment Strategies 6 changes

In seeking to achieve the Fund's investment objective, the Sponsor Commodity Sub -Advis e r uses a mathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions that the Sponsor believes, in combination, should produce daily returns consistent with the Fund's objective.

The Fund intends to meet its investment objective by taking investing all or substantially all of its assets in short positions in first and second month VIX futures contracts, though it may invest in any one of, or combinations of, Financial Instruments (e.g., futures contracts, options contracts and swap transactions), such that the Fund typically has exposure intended to approximate the Index at the time of its NAV calculation.

3 unchanged paragraphs

The Fund seeks to position its portfolio so that its exposure to the Index is consistent with its investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day depending upon market conditions and other circumstances at the discretion of the Sponsor. Commodity Sub -Advis e r . The impact of the Index's movements each day will affect whether the Fund's portfolio needs to be rebalanced and the amount of such rebalance.

The amount of exposure the Fund has to a specific combination of Financial Instruments may differ and may be changed without shareholder approval at any given time. Currently, the Fund seeks to be, under normal market conditions and absent any unforeseen circumstances, fully exposed to short positions in short -term VIX futures contracts. To the extent that any options or swap transaction entered into by the Fund are believed by the Fund to be "securities" under the Investment Company Act of 1940, the Fund will limit its investments in such transactions so that such investments, in combination, will not exceed 40 percent of the Fund's assets (other than cash and government securities) and thereby avoid potentially being deemed an unregistered investment company."

13 unchanged paragraphs

The Fund currently uses each of the following firms as an FCM: Advantage Futures LLC, [insert name] ADM Investor Services, Inc. ("ADMIS") and [insert name]. INTL FCStone Financial Inc. — FCM Division. The FCMs used by the Fund may change from time to time. The above discussion relating to an FCM also would apply to other firms that serve as an FCM to the Fund in the future. Each FCM in its capacity as a registered FCM, serves as a clearing broker to the Trust and the Fund and certain other funds of the Trust and as such arranges for the execution and clearing of the Fund's futures transactions. Each FCM acts as clearing broker for many other funds and individuals. A variety of executing brokers may execute futures transactions on behalf of the Fund. The executing brokers will give -up all such transactions to an FCM as applicable. Each FCM is registered as an FCM with the CFTC, is a member of the NFA and a clearing member of the CBOT, CME, NYMEX, or another major U.S. commodity exchange. No FCM is affiliated with or acts as a supervisor of the Trust, the Fund, the Sponsor, the Sub -Adviser , the Trustee, the Administrator, Sub -Administrator , Transfer Agent, or the Custodian. No FCM acts as an underwriter or sponsor of the offering of the Shares, or has passed upon the merits of participating in this offering or has passed upon the adequacy of this Prospectus or on the accuracy of the information contained herein. No FCM provides any commodity trading advice regarding the Fund's trading activities. Investors should not rely upon an FCM in deciding whether to invest in the Fund or retain their interests in the Fund. Prospective investors should also note that the Sponsor may select additional clearing brokers or replace any FCM as the Fund's clearing broker.

24 unchanged paragraphs

Most U.S. futures exchanges (but generally not foreign exchanges or banks or dealers in the cases of swap agreements) limit the amount of fluctuation in some futures contract or options contract prices during a single day by regulations. These regulations specify what are referred to as "daily price fluctuation limits" or more commonly "daily limits." Once the daily limit has been reached in a particular futures contract, no trades may be made at a price beyond that limit. Currently, CBOE limits daily VIX futures contracts to no more than 50,000 per entity.

4 unchanged paragraphs

Breakeven Table 11 changes

The projected twelve month breakeven analysis for the Fund is set forth in the Breakeven Table below. For purposes of calculating the amounts in the Breakeven Table for the Fund, the analysis assumes that the constant NAV is equal to the amount shown. This amount approximates is the expected NAV of such the Shares on [insert date] . the first day of Fund operations.

3 unchanged paragraphs

Brokerage commissions and fees (2)

Variable create/redeem fees (2) ( 3 )

Other expenses ( 4 )

1 unchanged paragraph

Interest income ( 5 )

Amount of trading income required for the NAV at the end of one year to equal the initial selling price per share (12-Month breakeven) (5) 0.31 2.08 ( 6 ) 0.35 2.35 ____________ (1) The breakeven analysis set forth in this table assumes that the Shares have a constant NAV equal to the amount shown. This amount approximates is the expected NAV of such the Shares on [insert date] . the first day of Fund operations. The actual NAV of the Fund differs and is likely to change on a daily basis. The numbers provided in this chart have been rounded to the nearest 0.01. The breakeven analysis reflects all fees and expenses, including estimated rebalancing expenses that are anticipated to be incurred by the Fund during a year of an investor's investment.

(2) The expenses detailed in the table above include the cost of rolling futures positions and daily rebalancing.

(2) (3) Authorized Participants are generally required to pay variable create and redeem fees of up to 0.20% of the value of each order they place. These variable transaction fees offset brokerage commissions incurred by the Fund and are reflected in "Brokerage commissions and fees." Please see "Creation and Redemption of Shares — Creation and Redemption Transaction Fee."

(3) (4) Other Fund Fees and Expenses are an estimate based on an allocation to the Fund of the total estimated expenses anticipated to be incurred by the Trust on behalf of the Fund, net of any expenses or sponsor fee waived by the Sponsor, and include: Professional fees (primarily legal, auditing and tax -preparation related costs); Custodian and Administrator fees and expenses, Distribution and Marketing fees (primarily fees paid to the Distributor, costs related to regulatory compliance activities and other costs related to the trading activities of the Fund); Business Permits and Licenses; General and Administrative expenses (primarily insurance and printing), and Other Expenses. The expenses presented are based on estimated expenses for the current fiscal year, and do not represent the maximum amounts payable under the contracts with third -party service providers. The per -share cost of these fixed or estimated fees has been calculated assuming that the Fund has $50 million in assets. The Sponsor can elect to pay (or waive reimbursement for) certain fees or expenses that would generally be paid by the Fund, although it has no contractual obligation to do so. Any election to pay or waive reimbursement for fees and expenses that would generally be paid by the Fund can be changed at the discretion of the Sponsor.

(4) (5) Based on applying a haircut to the average three month Treasury Bill rate for the quarter ended [insert date] . December 31, 2019.

(5) (6) Investors may pay customary brokerage commissions in connection with purchases of the Shares. Because such brokerage commission rates will vary from investor to investor, such brokerage commissions have not been included in the Breakeven Table. Investors are encouraged to review the terms of their brokerage accounts for applicable charges. The breakeven amount reflected in the Breakeven Table reflects the breakeven amount for investors in the secondary market. The breakeven amount for each Authorized Participant is equal to the sum of the breakeven amount for the Fund plus the amount of transaction fees paid by each Authorized Participant for the Fund. This amount includes Fund organization and operating expenses that the Fund will accrue on an amortized, straight -line basis over the Fund's first 12 months of operations.

9 unchanged paragraphs

U.S. Shareholders 4 changes

75 unchanged paragraphs

Any participant of the Euroclear System that holds Shares in the through Euroclear System will be deemed to have represented to and agreed with the Fund and Euroclear Bank as a condition to Shares being in the Euroclear System to furnish to the Euroclear Bank (a) its tax identification number, (b) notice of whether it is (i) a person who is not a United States person, (ii) a foreign government, an international organization or any wholly owned agency or instrumentality of either of the foregoing or (iii) a tax exempt identity, and (c) such other information as the Euroclear Bank may request from time to time in order to comply with its United States tax reporting obligations. If a participant in the Euroclear System fails to provide such information, Euroclear Bank may, amongst other courses of action, block trades in the Shares and related income distributions of such participant.

Euroclear is a Belgium -based financial services company that specializes in the settlement of securities transactions as well as the safekeeping and asset servicing of these securities. Euroclear settles domestic and international securities transactions, covering bonds, equities, derivatives and investment funds. Euroclear provides securities services to financial institutions located in more than 90 countries.

In addition to its role as an International Central Securities Depository (ICSD), Euroclear also acts as the Central Securities Depository (CSD) for Belgian, Dutch, Finnish, French, Irish, Swedish and UK securities.

Each of the Euroclear CSDs are regulated by the relevant authorities within their respective home countries. Incorporated in Belgium, Euroclear SA/NV is subject to the supervision of the Belgium Financial Services and Markets Authority (FSMA). The National Bank of Belgium (NBB) also has oversight. Euroclear plc is authorized as a service company by the Financial Conduct Authority in the United Kingdom.

Creation and redemption of shares 2 changes

1 unchanged paragraph

The manner by which Creation Units are purchased and redeemed is governed by the terms of the Authorized Participant Agreement and Authorized Participant Procedures Handbook, and all such procedures are at the discretion of the Sponsor. By placing a purchase order, an Authorized Participant agrees to deposit cash or Financial Instruments with the Custodian of the Fund (unless as provided otherwise by this Prospectus). Purchases and redemptions made by Authorized Participants primarily in cash rather than through in -kind delivery of Financial Instruments, if not offset by a transaction fee (as described below), may cause the Fund to incur certain costs, including brokerage costs or taxable capital gains or losses, that may decrease the Fund's net asset value.

2 unchanged paragraphs

Authorized Participants pay a fixed transaction fee of up to $500 in connection with each order to create or redeem a Creation Unit in order to compensate the Administrator, Sub -Administrator , the Custodian and the Transfer Agent of the Fund and its Shares, for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions. Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.20% of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction fee. The Sponsor may waive a fixed or variable transaction fee for any number of reasons, including to maintain similar costs structures as competitive investment vehicles. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Fund to other investors.

7 unchanged paragraphs

The Sponsor 24 changes

More detailed information about the Sponsor of the Index can be found on page 54 under The Sponsor .

Volatility Shares LLC, is the Sponsor of the Trust and the Fund. As noted above, the Sponsor has exclusive management and control of all aspects of the business of the Fund. The Trustee has no duty or liability to supervise the performance of the Sponsor, nor will the Trustee have any liability for the acts or omissions of the Sponsor.

The Sponsor serves as the Trust's commodity pool operator.

Specifically, with respect to the Trust, the Sponsor:

• selects the Fund's service providers;

• negotiates various agreements and fees;

• performs such other services as the Sponsor believes that the Trust may require from time to time;

• selects the FCM and Financial Instrument counterparties, if any; and • oversees the Commodity Sub -Adviser 's management of the Fund's portfolio of commodities and other assets, including cash equivalents.

The Shares are not deposits or other obligations of the Sponsor, the Trustee or any of their respective subsidiaries or affiliates or any other bank, are not guaranteed by the Sponsor, the Trustee or any of their respective subsidiaries or affiliates or any other bank and are not insured by the Federal Deposit Insurance Corporation (the "FDIC") or any other governmental agency. An investment in the Shares of the Fund offered hereby is speculative and involves a high degree of risk.

Volatility Shares LLC, a Delaware limited liability company, serves as The Trust's Sponsor and commodity pool operator. The principal office of the Sponsor and the Fund is located at 100 South Bedford Road, Suite 340; Mount Kisco, NY 10549. The telephone number of the Sponsor and the Fund is (203) 998 -6005 (866) 261 -0273 .

Background and Principals

Volatility Shares LLC, the Sponsor, is a limited liability company formed in Delaware on July 25th, 2019. It is a joint venture between Invest In Vol LLC and Toroso Investments LLC, each investment adviser is registered with the U.S. Securities and Exchange Commission. Each entity owns 50% of the Sponsor. The Sponsor was formed for the purpose of sponsoring volatility -linked exchange -traded funds, of which the Fund is the first. Prior to its engagement as Sponsor of the Fund, the Sponsor had no operating history.

The Sponsor currently serves as the commodity pool operator of the Trust and the Fund. The Sponsor is registered as a commodity pool operator with the CFTC and is a member in good standing of the NFA. The Sponsor's membership with the NFA was originally approved on October 14, 2019. Its membership with the NFA is currently effective. The Sponsor's registration as a commodity pool operator was originally approved on October 14, 2019. Its registration as a commodity pool operator is currently effective. As a registered commodity pool operator, with respect to the Trust, the Sponsor must comply with various regulatory requirements under the CEA, and the rules and regulations of the CFTC and the NFA, including investor protection requirements, antifraud prohibitions, disclosure requirements, and reporting and recordkeeping requirements. The NFA approved the Sponsor as a Swaps Firm on October 14, 2019. The Sponsor is also subject to periodic inspections and audits by the CFTC and NFA. Its principal place of business is 100 South Bedford Road, Suite 340; Mount Kisco, NY 10549, and its telephone number is (866) 261 -0273 . The registration of the Sponsor with the CFTC and its membership in the NFA must not be taken as an indication that either the CFTC or the NFA has recommended or approved the Sponsor, the Trust and the Fund.

In its capacity as a commodity pool operator, the Sponsor is an organization which operates or solicits funds for commodity pools; that is, an enterprise in which funds contributed by a number of persons are combined for the purpose of trading futures contracts.

NEITHER THIS POOL OPERATOR NOR ANY OF ITS TRADING PRINCIPALS HAS PREVIOUSLY OPERATED ANY OTHER POOLS OR TRADED ANY OTHER COMMODITY -BASED ACCOUNTS.

Executive Officers of the Trust and Principals and Significant Employees of the Sponsor Name Position Justin Young* Principal of the Sponsor Stuart Barton* Principal of the Sponsor Guillermo Trias* Principal of the Sponsor Michael Venuto* Principal of the Sponsor Daniel Carlson Principal of the Sponsor, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer of the Trust Toroso Investments LLC Principal of the Sponsor Invest in Vol LLC Principal of the Sponsor ____________ * Denotes principal of the Sponsor who supervises persons who participate in making trading decisions for the Fund.

The following is a biographical summary of the business experience of the executive officers of the Trust and the principals and significant employees of the Sponsor. Each of the Principals listed below participate in making trading or operational decisions for the Fund or supervise persons engaged in making trading or operational decisions for the Fund. Each of the Principals listed below has served as a Principal of the Sponsor since its registration as a commodity pool operator was approved on October 14, 2019.

Justin Young holds a BA in American Studies from Georgetown University. Since April 2017, he has served as Managing Partner of Invest in Vol LLC (investment adviser); from August 2015 to April 2017, he was Vice President of Rex Shares LLC (ETF sponsor); from April 2011 to August 2015 he was Head of Capital Markets for Global X Management Co., (investment adviser); and from July 2009 to April 2011 he was an Associate of NYSE Euronext (national securities exchange).

Stuart Barton holds a PhD in Economic History from the University of Cambridge, an MBA from the University of Surrey, and a B.Sc in engineering from the University of Cape Town. Since March 2017, he has served as Managing Partner of Invest in Vol LLC (investment adviser); from September 2016 to March 2017 he was Chief Investment Officer of Rex Shares (ETF sponsor); from September 2014 to September 2017 he was Managing Partner at Corpus Capital Partners LLC (commodity pool operator); from October 2010 to September 2014 he was a Ph.D. Candidate (completed Ph.D.) at the University of Cambridge, UK; from January 2008 to October 2010 he was unemployed and engaged in travel; from June 2007 to January 2008 he was Senior Equity Derivatives Trader at HSBC's Hong Kong office (investment bank); from September 2004 to June 2007 he was Senior Equity Derivatives Trader at Barclays Capital PLC in New York (broker -dealer ); and from August 2001 to September 2004 he was Equity Derivatives Trader at Barclays Capital PLC in London.

Guillermo Trias holds a degree in Business Administration from CUNEF and an MBA from Northwestern University Kellogg School of Management in Chicago. Since October 2015, he has served as Partner and Chief Executive Officer of Toroso Investments (investment adviser); from August 2015 to September 2015 he was unemployed; from August 2013 to August 2015 he was Executive Vice president of Global X Management Co. (investment adviser); from February 2012 to August 2013 he was Senior Vice President of Global X Management Co. (investment adviser); from December 2011 to February 2012 he was unemployed; from January 2010 to December 2011 he was Managing Partner of MC Capital Advisors (investment adviser); and from February 2004 to December 2009 he was Founder and CEO for Solex Partners (technology).

Michael Venuto studied Philosophy and Religion at North Carolina State University. Since August 2012, he has served as the CIO and Co -Founder of Toroso Investments (investment adviser); from March 2012 to August 2012, he was a consultant for Global X Management Co. (investment adviser); and from December 2001 to March 2012 he was a Director of Horizon Kinetics (investment adviser).

Daniel Carlson received a Bachelor of Science degree from the University of Illinois. Since March 2012, he has served as co -founder , CFO and CCO for Toroso Investments, LLC (investment adviser); from July 2011 to March 2012, he was in the process of forming Toroso Investments, LLC; and from April 2008 to July 2011 he served as the Chief Marketing Officer of Avatar Associates (asset manager).

Toroso Investments LLC is a listed principal of the Sponsor. Toroso Investments LLC has a passive ownership interest in the Sponsor and exercises no management authority over the Fund.

Invest In Vol LLC is a listed principal of the Sponsor. Invest in Vol LLC has a passive ownership interest in the Sponsor and exercises no management authority over the Fund.

Ownership or Beneficial Interest in the Fund 5 changes

The Sponsor, its principals, as well as their affiliates, reserve the right to trade commodity interests for their own accounts including Shares of this Fund. Fund investors will not be permitted to inspect the records of such person's trades or any written policies related to such trading. The Sponsor currently does not own any Shares of the Fund.

The Commodity Sub-Adviser

CSat Investment Advisory, L.P., d/b/a Exponential ETFs, 625 Avis Drive, Ann Arbor, Michigan 48108, serves as the commodity sub -adviser to the Fund, pursuant to a commodity sub -advisory agreement (the "Commodity Sub -Advisory Agreement"). The Commodity Sub -Advis e r will manage 100% of the Fund's assets. The Commodity Sub -Advis e r will be paid a minimum fee of $20,000 per annum, waived for the first 18 months of the Fund's operations and 0.00% of the average daily net assets of the Fund for the first $35 million and 0.05% of the average daily net assets of the Fund for assets over $35 million. Under the Commodity Sub -Advisory Agreement, the Sub -Adviser determines what commodity interests are to be purchased and sold for the Fund, consistent with the Index, and what portion of the Fund's assets shall be held uninvested in cash. Dr. Claes Goran Fornell, Ph.D, the Founding Partner and Chairman of Exponential, owns a controlling interest therein. Pursuant to the Commodity Sub -Advisory Agreement, the Sponsor has agreed to pay for the services and facilities provided by the Sub -Adviser through sub -advisory fees. The Fund does not directly pay the Sub -Adviser . The portfolio managers primarily responsible for the day -to-day management of the Fund are:

Charles A. Ragauss , CFA. From April 2016 to the present, Mr. Ragauss has served as Managing Director of CSat Investment Advisory, LP. From November 2009 to April 2016, he served as Assistant Vice President and Product Manager at Huntington National Bank.

Eric Kelly holds a Bachelor's degree from the University of Michigan. Since August 2019, he has served as Portfolio Manager for CSat Investment Advisory, L.P. d/b/a Exponential ETFs; from November 2018 through August 2019, he was unemployed; from September 2013 through November 2018, he served as Associate Director for Institutional Investment Consulting; from October 2011 through September 2013, he served as a Client Associate at Bank of America Merrill Lynch; from June 2011 through October 2011, he was unemployed; and from January 2011 through June 2011, he served as a Junior Trader at TFG Investments.

Material contracts 2 changes

Commodity Sub-Advis ory Agreement

Commodity Sub-Advisory Agreement

2 unchanged paragraphs

Fund Administration Servicing Agreement and Fund Sub-Administration Servicing Agreement 2 changes

3 unchanged paragraphs

Transfer Agency Servic ing Agreement

Transfer Agency Servicing Agreement

2 unchanged paragraphs

Purchases by employee benefit plans 2 changes

18 unchanged paragraphs

Bank of America/Merrill Lynch Professional Clearing is the Fund's initial Authorized Participant and is a statutory underwriter of the Fund's Shares. Prior to the Fund's Shares being listed on the Exchange, the initial Authorized Participant will purchase two creation units of Fund Shares with a price per share of $15.00.

As of the date of this Prospectus, [insert AP names] Bank of America/Merrill Lynch Professional Clearing and Virtu Financial BD LLC have each executed an Authorized Participant Agreement and are the only Authorized Participants.

3 unchanged paragraphs

Legal matters 2 changes

Chapman and Cutler LLP has advised the Sponsor in connection with the Shares being offered. Chapman and Cutler LLP also advises the Sponsor with respect to its responsibilities as sponsor of, and with respect to matters relating to, the Trust and the Fund. Chapman and Cutler LLP has prepared the sections "Material U.S. Federal Income Tax Considerations" with respect to U.S. federal income tax laws and "Purchases By Employee Benefit Plans" with respect to ERISA. Chapman and Cutler LLP has not represented, nor will it represent, the Trust, the Fund or the shareholders in matters relating to the Trust or the Fund. and no other counsel has been engaged to act on their behalf.

Chapman and Cutler LLP Richards, Layton & Finger, P. A. has represented the Trust in connection with the legality of the Shares being offered hereby.

1 unchanged paragraph

Incorporation by reference of certain documents 1 change

3 unchanged paragraphs

The Trust also incorporates by reference any future filings, other than current reports furnished under Item 2.02 or Item 7.01 of Form 8 -K and exhibits filed on such form that are related to such items, made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, in each case, other than those documents or the portions of those documents deemed to be furnished and not filed in accordance with SEC rules, until the offering of the securities under the registration statement of which this Prospectus forms a part is terminated or completed. Information in such future filings updates and supplements the information provided in this Prospectus. Any statements in any such future filings will be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.

7 unchanged paragraphs

Futures commission merchants 1 change

The Fund intends to use Advantage Futures LLC, ADM Investor Services, Inc. ("ADMIS") and INTL FCStone Financial Inc. — FCM Division, each in its capacity as a registered FCM, as its FCM. Each of Advantage Futures LLC, in its capacity as a registered FCM, serves as a clearing broker to the Trust and the Fund and as such arranges for the execution and clearing of the Fund's futures transactions. Each FCM acts as clearing broker for many other funds and individuals. A variety of executing brokers may execute futures transactions on behalf of the Fund. The executing brokers will give up all such transactions to an FCM.

2 unchanged paragraphs

Litigation and Regulatory Disclosure Relating to FCMs 7 changes

10 unchanged paragraphs

http://www.nfa.futures.org/basicnet/CaseInfo.aspx?entityid=0327359&type=reg

http://www.nfa.futures.org/basicnet/CaseInfo.aspx?entityid=0327359&type=reg ADMIS is a registered futures commission merchant and is a member of the National Futures Association. Its main office is located at 141 W. Jackson Blvd., Suite 2100A, Chicago, IL 60604. In the normal course of its business, ADMIS is involved in various legal actions incidental to its commodities business. None of these actions are expected either individually or in aggregate to have a material adverse impact on ADMIS.

Neither ADMIS nor any of its principals have been the subject of any material administrative, civil or criminal actions within the past five years, except the CFTC Order entered on July 12, 2019. In the Order the CFTC found that between December 1, 2014 and September 24, 2017 ADMIS failed to diligently supervise the handling by its employees and agents of commodity interest accounts as well as the activities of its employees and agents relating to its business as an FCM in violation of CFTC Regulation 166.3. The order imposed a civil monetary penalty of $250,000.

Below is a list of material, administrative, civil, enforcement, or criminal complaints or actions filed against the INTL FCStone Financial Inc. — FCM Division that are outstanding, and any enforcement actions or complaints filed against the INTL FCStone Financial Inc. — FCM Division in the past five years which meet the materiality thresholds in CTFC regulations 4.24.(l) and 4.34(k).

On November 14, 2017, INTL FCStone Financial Inc., without admission or denial or liability, entered into a settlement with the Commodity Futures Trading Commission ("CFTC"). The CFTC found that INTL FCStone Financial Inc. failed to have adequate compliance controls to identify trades improperly designated as EFRPs. According to the CFTC Order, the firm failed to determine that the EFPs at issue had the necessary corresponding and related cash or OTC derivative position required for EFRPs. The CFTC Order also found that the firm failed to ensure that the EFPs at issue were documented properly. Finally, the firm failed to ensure that its employees involved in the execution, handling, and processing of EFRPs understood the requirements for executing, handing, and processing valid EFRPs. INTL FCStone Financial Inc., and its affiliate FCStone Merchant Services, jointly paid a $280,000 civil monetary penalty to the CFTC.

The last action listed below is in the name of FCStone, LLC which was the name of the registered FCM prior to its July 1, 2015 name change and merger with its broker dealer affiliate to form the entity, INTL FCStone Financial Inc. On May 1, 2015, FCS, without the admission or denial of liability, entered into a settlement with the CFTC. The CFTC found that from 2008 until May 2013, FCS did not have adequate policies and procedures governing the transfer of positions between customers' accounts, and not set written policy governing a request by a customer to transfer positions between accounts. Instead, FCS had an unwritten policy such that its employees understood that they were to seek guidance if a transfer was requested between two accounts that were not under common control. That unwritten policy, however, did not provide specific guidance regarding the impact of beneficial ownership on account transfers, according to the Order. The Order also finds that on one occasion FCS' employees transferred positions between two accounts that did not have the same underlying beneficial ownership. Specifically, they transferred approximately $20 million in gold and silver positions from an individual's personal account to a corporate account in which the individual was a 98.95 percent owner. FCS employees made the transfer believing that, because the individual and corporate accounts had the same large trader number and the individual controlled both accounts, the positions could be transferred between the two accounts. In actuality, however, the tax identification numbers for the two accounts were different, and the accounts did not have the same underlying beneficial ownership because there were two fractional minority owners of the corporate account. FCS settled with the CFTC in the amount of $140,000.

The INTL FCStone Financial Inc. — FCM Division is occasionally involved in civil litigation and administrative proceedings brought by its customers. Except as discussed above, the current or pending civil litigation or administrative proceedings in which the firm is involved are not expected to have a material effect upon its condition, financial or otherwise. The firm vigorously defends, as a matter of policy, civil litigation, reparation, and arbitration proceedings brought against it.

Exhibits 3 changes

20 unchanged paragraphs

(b) The following financial statements are included in the Prospectus:

* Previously submitted.

** To be filed by amendment.

Undertakings 1 change

21 unchanged paragraphs

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Massapequa, State of New York, on December 6, 2019. _________ ____, 2020.

8 unchanged paragraphs