VS Trust: securities offering (amended)

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ea125902-s1_vstrust.htm

REGISTRATION STATEMENT

ea149852-s1a1_vstrust.htm

AMENDMENT NO. 1 TO FORM S-1

Securities and Exchange Commission on November 3, 2021

Registration No. 333- 333-248430

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PRE-EFFECTIVE AMENDMENT NO. 1 TO

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(Exact name of registrant as specified in its charter)

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100 S. Bedford Road, Suite 340

registrant's principal executive

(Address, including zip code, and telephone

code, and telephone number, including area code, of registrant's principal executive offices)

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100 S. Bedford Road, Suite 340

(Name, address, including zip code, and telephone

telephone number, including area code, of agent for service)

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If this Form is filed to register additional securities for

and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c)

Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d)

Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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Title of Each Class of Securities to be Registered

Amount to be Registered

Proposed Maximum Offering Price Per Unit

Proposed Maximum Aggregate Offering Price

of Registration Fee (1)

-1x Short VIX Futures ETF (common units of beneficial interest)

An indeterminate amount of securities

2x Long VIX Futures ETF (common units of beneficial interest)

An indeterminate amount of securities

(1) The registrant is offering an indeterminate amount of securities of each of the two exchange-traded vehicles noted above. The registrant will calculate and pay registration fees, if any, in accordance with Rule 456(d) of the Securities Act of 1933.

In accordance with Rules 456(d) and 457(u) under the

Securities Act, the registrant is deferring payment of these registration fees and will pay these registration fees on an annual net basis no later than 90 days after the end of each fiscal year. Pursuant to Rule 457(p) under the Securities Act, when registration fees become due under Rule 456(d), the registration fee for the Shares will be partially offset by the registration fee associated with unsold securities registered pursuant to that certain registration statement on Form S-1 (File No. 333-248430) filed by

VS Trust on August 26, 2020 (the "Prior Registration Statement"). A registration fee of $25,960 was paid in connection with the registration pursuant to the Prior Registration

Statement of $200,000 of value of unsold shares as of the date hereof and for which a filing fee of $25,960 was previously paid with respect to the unsold Shares. The filing fee for any remaining unsold Shares as of the date of effectiveness of this registration statement will be applied to partially offset filing fees when, and if, they become due under Rule

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

of Beneficial Interest

of Securities to be Registered (Ticker)

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Units of Beneficial Interest

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(d) under the Securities Act of 1933, as amended ("1933 Act").

The registrant hereby amends this Registration Statement

on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Units of Beneficial Interest

Title of Securities to be Registered

Proposed Maximum Aggregate

-1x Short VIX Futures ETF (SVIX)

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2x Long VIX Futures ETF (UVIX)

Long VIX Futures Index

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to the time of the Fund's next NAV calculation. The NAV calculation time for the Fund typically is 4:00 p.m. (Eastern Time).

The Fund seeks to achieve its investment

VIX over any period.

The Fund continuously offers and redeems

Only Authorized Participants (as defined herein) may purchase and redeem Shares from the Fund and then only in Creation Units.

Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized

THE FUND PRESENTS SIGNIFICANT RISKS NOT

statutory trust. The Trust may from time to time offer to sell common units of beneficial interest ("Shares") of the -1x

Short VIX Futures ETF ("SVIX") and the 2x Long VIX Futures ETF ("UVIX") (SVIX and UVIX, each a "Fund"

and together, the "Funds"). Shares represent units of fractional undivided beneficial interest in and ownership of a Fund.

-1x Short VIX Futures ETF (the Fund Shares represent units of fractional undivided beneficial interest in and ownership of a series of the Trust. The Fund's Shares will be offered on a continuous basis. The Shares of the Fund Funds are listed for trading on CBOE BZX Exchange, Inc. (the "Exchange") under the ticker symbol shown above next to the Fund's name.

under the ticker symbol shown above next to each Fund's name.

The Fund SVIX seeks daily investment results, before

before fees and expenses, that correspond to the performance of the Short VIX Futures Index (the "Short Index") for a single day, not for any other period. UVIX seeks daily investment results, before fees and expenses, that correspond to twice the performance of the Long VIX Futures Index (the "Long Index"). A "single day" is measured from the time the a Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The NAV calculation time for a Fund typically is 4:00 p.m. (Eastern Time). Please see the section entitled "Summary - Creation and Redemption Transactions"

Please see the section entitled "Summary - Creation and Redemption Transactions" for additional details on the NAV calculation time for the Fund. Funds. The Short Index measures the daily inverse (i.e., opposite) performance of a portfolio of first- and second-month futures contracts on the CBOE Volatility Index, commonly known as the "VIX." The

Long Index measures the performance of a portfolio of first- and second-month futures contracts on the VIX.

The Funds seek to achieve their investment

objective through the appropriate amount of exposure to the VIX futures contracts included in the their respective index. The Fund Funds also has have the ability to engage in options transactions, swaps, forward contracts and other instruments in order to achieve its their investment objective, in the manner and to the extent described herein.

The Fund SVIX is not benchmarked to the inverse of,

of and UVIX is not benchmarked to twice, the widely referenced VIX. The Short Index and the inverse of the VIX are two separate measurements and can be expected to perform very differently. The Long Index and twice the VIX also are separate measurements and can be expected to perform very differently. As such, the Fund SVIX can be expected to perform very differently from the inverse (-1x) of the performance of the

VIX over any period, and UVIX can be expected to perform very differently from twice (2x) of the performance of the VIX over any period.

The Funds continuously offer and redeem Shares

Shares in blocks of at least 10,000 Shares (each such block, a "Creation Unit") at an initial price per Share of $15. Only Authorized

Participants (as defined herein) may purchase and redeem Shares from a Fund and then only in Creation Units. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement with the Trust and Volatility Shares LLC (the "Sponsor").

Shares LLC (the "Sponsor"). Shares are offered on a continuous basis to Authorized Participants in Creation Units at the Fund's NAV. Authorized Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a per-Share market price. The form of Authorized Participant Agreement and the related Authorized Participant Procedures

Agreement and the related Authorized Participant Procedures Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants will not receive from the a Fund, the Sponsor, or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public. An Authorized Participant may receive commissions or fees from investors who purchase Shares through their commission or fee-based brokerage accounts. Bank of America/Merrill Lynch Professional

Shares through their commission or fee-based brokerage accounts. Bank of America/Merrill Lynch Professional Clearing is the each Fund's initial Authorized Participant and is a statutory underwriter of the Fund's Fund Shares.

INVESTING IN THE SHARES INVOLVES SIGNIFICANT

SIGNIFICANT RISKS. PLEASE REFER TO THE SECTION ENTITLED " RISK FACTORS " ON PAGE 5.

THE FUNDS PRESENT SIGNIFICANT RISKS NOT

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Prospectus summary 6 changes

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For ease of reference, any references

together with the more detailed information in this Prospectus before investing in Shares of the Fund Shares, including the information under the caption "Risk Factors" and all exhibits to this Prospectus and the information incorporated by reference in this Prospectus, including the financial statements and the notes to those financial statements in the Trust's Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q, when available. Please see the section entitled "Incorporation by Reference of Certain Documents" in Part Two of this Prospectus.

Any references throughout this Prospectus

throughout this Prospectus to various actions taken by the a Fund are actually actions taken by the Trust on behalf of the a Fund.

For ease of reading, certain terms used

throughout this Prospectus are defined in the Glossary on p ___. Readers should consult the Glossary before reading through this Prospectus.

Overview 1035 changes

Fund is expected to equate to the inverse daily performance of a portfolio of first and second month VIX futures as described by the Index. On highly volatile days VIX futures are expected to rise considerably in value and the Index and the Fund therefore are expected to fall considerably in value, or even fall to zero. On calm days VIX futures are expected to fall in value and the Index and the Fund could be expected to rise in value.

Furthermore, if the Fund is held for period longer than a single day, the Fund's resulting performance is the performance for each day compounded over the period. During highly volatility periods, this compounded performance may differ from, possibly even in direction, the inverse performance of the VIX futures, and the Fund will lose value even if the VIX futures return to their original value. During calm periods, this compounded performance may differ from, possibly even in direction, the inverse performance of the VIX futures, and the Fund may lose value even if the VIX futures are unchanged in value or return to their original value.

SVIX seeks daily investment results, before

FROM fees and expenses, that correspond to the ACTUAL INVERSE (-1X) performance of the VIX OR Short Index for a PORTFOLIO OF SHORT-TERM VIX FUTURES CONTRACTS. DAILY REBALANCING AND THE COMPOUNDING OF EACH DAY'S RETURN OVER TIME MEANS THAT single day, not for any other period. The return of the Fund for a period longer than a single day WILL BE is the result of its return for each DAY'S RETURNS day compounded over the period WHICH and usually will VERY LIKELY differ in amount and possibly even direction from the RETURN performance of the inverse (-1x) performance of either the VIX or a portfolio of short-term VIX futures contracts over the same period. These differences can be significant. MOREOVER, 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, THE INVERSE PERFORMANCE OF THE VIX OR THE INVERSE PERFORMANCE OF A PORTFOLIO OF SHORT-TERM VIX FUTURES CONTRACTS, AS A RESULT OF DAILY REBALANCING, THE INDEX'S VOLATILITY, COMPOUNDING AND OTHER FACTORS.

UVIX seeks daily investment results, before

fees and expenses, that correspond to twice the performance of the Long Index for a single day, not for any other period. The return of the Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ in amount and possibly even direction from the performance of twice (2x) the performance of either the VIX or a portfolio of short-term VIX futures contracts over the same period. These differences can be significant.

The Neither Fund is benchmarked to the Short VIX inverse

Futures Index (the "Index"), an index that measures (-1x) or twice (2x) the daily inverse performance of a hypothetical portfolio of first and second month VIX futures contracts. The Fund is not benchmarked to the inverse of the VIX itself. The VIX is a non-investable index that measures the implied volatility of the S&P 500.

FOR SVIX, THE PERFORMANCE OF THE FUND CAN BE EXPECTED TO BE VERY DIFFERENT

CAN BE EXPECTED TO BE VERY DIFFERENT FROM THE ACTUAL INVERSE (-1X) PERFORMANCE OF THE VIX OR A PORTFOLIO OF SHORT-TERM VIX FUTURES CONTRACTS. DAILY REBALANCING AND THE COMPOUNDING OF EACH DAY'S RETURN OVER TIME MEANS THAT THE RETURN OF THE FUND FOR A PERIOD LONGER THAN A SINGLE DAY WILL BE THE RESULT OF EACH DAY'S RETURNS COMPOUNDED OVER THE PERIOD, WHICH WILL VERY LIKELY DIFFER FROM THE RETURN OF THE INVERSE OF THE VIX OR A PORTFOLIO OF SHORT-TERM VIX FUTURES CONTRACTS OVER THE SAME PERIOD. THESE DIFFERENCES CAN BE SIGNIFICANT. MOREOVER, THE FUND WILL LOSE MONEY IF THE SHORT INDEX'S PERFORMANCE IS FLAT OVER TIME, AND THE FUND CAN LOSE MONEY REGARDLESS OF THE PERFORMANCE OF THE SHORT INDEX, THE INVERSE PERFORMANCE OF THE VIX OR THE INVERSE PERFORMANCE OF A PORTFOLIO OF SHORT-TERM VIX FUTURES CONTRACTS, AS A RESULT OF DAILY REBALANCING, THE SHORT INDEX'S VOLATILITY, COMPOUNDING AND OTHER FACTORS.

FOR UVIX, THE PERFORMANCE OF THE FUND

CAN BE EXPECTED TO BE VERY DIFFERENT FROM TWICE (2X) THE PERFORMANCE OF THE VIX OR A PORTFOLIO OF SHORT-TERM VIX FUTURES CONTRACTS.

DAILY REBALANCING AND THE COMPOUNDING OF EACH DAY'S RETURN OVER TIME MEANS THAT THE RETURN OF THE FUND FOR A PERIOD LONGER THAN A SINGLE DAY WILL BE THE RESULT OF EACH DAY'S RETURNS COMPOUNDED OVER THE PERIOD, WHICH WILL VERY LIKELY DIFFER FROM THE RETURN OF TWICE THE VIX OR A PORTFOLIO OF SHORT-TERM VIX FUTURES CONTRACTS OVER THE SAME PERIOD. THESE DIFFERENCES CAN BE SIGNIFICANT.

MOREOVER, THE FUND WILL LOSE MONEY IF THE LONG INDEX'S PERFORMANCE IS FLAT OVER TIME, AND THE FUND CAN LOSE MONEY REGARDLESS OF THE PERFORMANCE OF THE LONG INDEX, TWICE PERFORMANCE OF THE VIX OR TWICE THE PERFORMANCE OF A PORTFOLIO OF SHORT-TERM VIX FUTURES CONTRACTS, AS A RESULT OF DAILY REBALANCING, THE LONG INDEX'S VOLATILITY, COMPOUNDING AND OTHER FACTORS.

The Funds intend to invest in Financial Instruments

to gain the appropriate exposure to their benchmark. In the case of SVIX, its Benchmark is the Short Index. In the case of UVIX, its Benchmark is twice the Long Index. "Financial Instruments" are instruments whose value is derived from the value of an underlying asset, rate or benchmark (such asset, rate or benchmark, a "Reference Asset") and include futures contracts, options transactions, swap agreements, forward contracts and similar instruments or transactions.

In seeking to achieve each Fund's investment

objective, the Sponsor uses a mathematical approach to investing. The Sponsor determines the type, quantity and mix of Financial Instruments that it believes, in combination, should produce daily returns consistent with a Fund's objective.

The Funds are not actively managed by traditional

methods ( e.g., by effecting changes in the composition of a portfolio on the basis of judgments relating to economic, financial and market conditions with a view toward obtaining positive results under all market conditions). The Funds seek to remain fully invested at all times in Financial Instruments and money market instruments that, in combination, provide exposure to their benchmark consistent with each Fund's investment objective, even during periods in which the benchmark is flat or moving in a manner which causes the value of a Fund to decline.

The Funds invest in VIX futures contracts that

exhibit complex risks associated with derivative products. Derivative products such as futures are most frequently traded by professional and sophisticated investors. Non-professional and less sophisticated inventors may not have access to the same information as professional and sophisticated VIX futures investors. Non-professional and less sophisticated investors may therefore be at a disadvantage to professional and sophisticated investors in their access to and analysis of important information about VIX futures.

The Sponsor has the power to change a Fund's

investment objective, benchmark or investment strategy, and may liquidate a Fund, at any time, without shareholder approval, subject to applicable regulatory requirements.

The Fund seeks Funds seek to engage in daily rebalancing

to position its portfolio so that its exposure to its Benchmark is consistent with its daily investment objective. The impact of changes to the value of an Index each day will affect whether the Fund's portfolio needs to be rebalanced. Each Fund seek to position its portfolio so that its exposure to their Benchmark is consistent with its investment objective. The time and manner in which each Fund will rebalance its portfolio is defined by the Index methodology but may vary from the Index methodology depending upon market conditions and other circumstances including the potential impact of the rebalance on the price of the VIX futures contracts. The Sponsor will seek to minimize the market impact of rebalances across all exchange traded products based on VIX futures contracts ("VIX ETPs") that it sponsors on the price of VIX futures contracts by limiting the Funds' participation, on any given day, in VIX futures contracts to no more than 10% of the VIX futures contracts traded on Cboe Futures Exchange, Inc. ("CFE") during any "Rebalance Period," defined as any fifteen minute period of continuous market trading. To limit participation during periods of market illiquidity, the Sponsor, on any given day, may vary the manner and period over which all VIX ETPs it sponsors are rebalanced, and as such, the manner and period over which the Funds are rebalanced. The Sponsor believes that a Fund will enter an extended rebalance period most often during periods of extraordinary market conditions or illiquidity in VIX futures contracts. In the event that the Fund participates in an extended rebalance period, the Fund represents that it will notify the Exchange and the SEC of such participation as soon as practicable, but no later than 9:00 a.m. ET on the trading day following the event.

The Short 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) from the average price of the VIX futures contracts between 3.45 p.m. and 4:00 p.m. (Eastern time).

More detailed information about the construction

of the Index can be found on page 23 under Description of the Short Index .

The Index measures the daily performance of the Index and the

long positions in 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) from the average price of the VIX futures contracts between 3.45 p.m. and 4:00 p.m. (Eastern time).

More detailed information about the construction

of the Index can be found on page 24 under Description of the Long Index .

The Sponsor and the Commodity Sub-Advisor

Volatility Shares LLC, a Delaware limited liability

company, serves as the Trust's Sponsor and commodity pool operator. It will manage 100% of Fund assets. The principal office of the Sponsor and the Trust is located at 2000 PGA Boulevard, Suite 4440, Palm Beach Gardens, FL 33408. The telephone number of the Sponsor and the Trust is (866) 261-0273.

Milliman FRM serves as the Funds' commodity

Sub-Advisor ("Commodity Sub-Advisor"). The principal office of the Commodity Sub-Advisor is 71 S. Wacker Drive, 31 st Floor, Chicago, IL 60606. The Commodity Sub-Advisor will manage 100% of the Fund assets.

Neither the Trust nor the Funds are required

to establish, or be overseen by, a board of directors or an audit committee of the board of directors. Accordingly, only the Funds' service providers, which are generally overseen by the Funds' Sponsor, will be providing services to the Funds.

More detailed information about the Sponsor

can be found on page 71 under The Sponsor . More detailed information about the Commodity Sub-Advisor can be found on page 73 under The Commodity Sub-Advisor .

Purchases and Sales in the Secondary Market

Fund Shares are listed on the Exchange under

the ticker symbol of SVIX and UVIX. Secondary market purchases and sales of Shares are subject to ordinary brokerage commissions and charges.

Creation and Redemption Transactions

Only an Authorized Participant may purchase

( i.e. , create) or redeem Shares with a Fund. Authorized Participants may create and redeem Shares only in Creation Units, which are blocks of at least 10,000 Shares in a Fund. An "Authorized Participant" is a broker-dealer that is a member of a national clearing agency and that has entered into an Authorized Participant Agreement with the Sponsor. Creation Units are offered to Authorized Participants at a Fund's NAV. Creation Units in a Fund are expected to be created when there is sufficient demand for Shares in the Fund that the market price per Share is at a premium to the NAV per Share. Authorized Participants will likely sell such Shares to the public at prices that are expected to reflect, among other factors, the trading price of the Shares and the supply of and demand for the Shares at the time of sale. Similarly, it is expected that Creation Units will be redeemed when the market price per Share of a Fund is at a discount to the NAV per Share. The Sponsor expects that the exploitation of such arbitrage opportunities by Authorized Participants and their clients will tend to cause the public trading price of the Shares to track the NAV per Share of a Fund over time.

Retail investors seeking to purchase or sell Shares on any day effect such transactions in the secondary market at the market price per Share, rather than in connection with the creation or redemption of Creation Units.

A creation transaction, which is subject to

acceptance by the Marketing Agent, generally takes place when an Authorized Participant deposits a specified amount of cash (unless as provided otherwise in this Prospectus) in exchange for a specified number of Creation Units. Similarly, Shares can be redeemed only in Creation Units, generally for cash (unless as provided otherwise in this Prospectus). Except when aggregated in Creation Units, Shares are not generally redeemable individually. The prices at which creations and redemptions occur are based on the next calculation of the NAV after an order is received in proper form, as described in the Authorized Participant Agreement and the related Authorized Participant Procedures Handbook. The manner by which Creation Units are purchased and redeemed is governed by the terms of this Prospectus, the Authorized Participant Agreement and Authorized Participant Procedures Handbook. Creation and redemption orders are not effective until accepted by the Marketing Agent and may be rejected or revoked. By placing a purchase order, an Authorized Participant agrees to deposit cash (unless as provided otherwise in this Prospectus) with the Funds' Custodian.

Creation and redemption transactions must be

placed each day the Marketing Agent by the create/redeem cut-off time (stated below) to receive that day's NAV, or earlier if, for example, the Exchange or other exchange material to the valuation or operation of a Fund closes before such cut-off time. See the section entitled "Net Asset Value" for additional information about NAV calculations.

Create/Redeem Cut-off

NAV Calculation Time

2:00 p.m. (Eastern Time)

4:00 p.m. (Eastern Time)

The Funds will be profitable only if returns

from the Funds' investments exceed their "breakeven amount." The Estimated breakeven amount is set forth in the table below. The estimated breakeven amount represents the estimated amount of trading income that the Funds would need to achieve during one year to offset the Funds' estimated fees, costs and expenses, net of any interest income earned by the Funds on their investments.

Estimated amounts do not represent actual results, which may be different. It is not possible to predict whether the Funds will break even at the end of the first twelve months of an investment or any other period. See section "Charges - Breakeven Table," for more detailed tables showing Breakeven Amounts.

-1x Short VIX Futures ETF (SVIX)

2x Long VIX Futures ETF (UVIX)

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 September 30, 2021.

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.

Important Tax Information

Please note that the Funds will distribute

to shareholders a Schedule K-1 that will contain information regarding the income and expense items of a Fund. The Schedule K-1 is a complex form and shareholders may find that preparing tax returns may require additional time or may require the assistance of an accountant or other tax preparer, at an additional expense to the shareholder.

The Funds may be highly volatile

and generally are intended for short-term investment purposes only.

Investing in the Funds involves

significant risks not applicable to other types of investments. You could potentially lose the full principal value of your investment within a single day. Before you decide to purchase any Shares, you should consider carefully the risks described below together with all of the other information included in this Prospectus, as well as information found in documents incorporated by reference in this Prospectus.

These risk factors may be amended,

supplemented or superseded from time to time by risk factors contained in any periodic report, prospectus supplement, post-effective amendment or in other reports filed with the SEC in the future.

Risks Specific to the Funds

In addition to the risks described elsewhere

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The Trustee 11 changes

Wilmington Trust Company, a Delaware trust

The Trustee does not owe any other duties to the Trust, the Sponsor or the shareholders of the Fund. The Trustee's principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890. The Trustee is unaffiliated with the Sponsor.

The Trustee is permitted to resign upon at

Only the assets of the Trust and the Sponsor

Under the Trust Agreement, the Sponsor has

Because the Trustee has no authority over

Trust Company, a Delaware trust company, is the sole Trustee of the Trust. The rights and duties of the Trustee and the Sponsor with respect to the offering of the Shares and Fund management and the shareholders are governed by the provisions of the DSTA and by the Trust Agreement. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the DSTA. The Trustee does not owe any other duties to the Trust, the Sponsor or the shareholders of the Funds. The Trustee's principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890. The Trustee is unaffiliated with the Sponsor.

Trustee is permitted to resign upon at least sixty (60) days' notice to the Trust, provided , that any such resignation will not be effective until a successor Trustee is appointed by the Sponsor. The Trustee is compensated by the a Fund, as appropriate, and is indemnified by the Fund, as appropriate, against any expenses it incurs relating to or arising out of the formation, operation or termination of the Fund, as appropriate, or the performance of its duties pursuant to the Trust Agreement, except to the extent that such expenses result from the gross negligence or willful misconduct of the Trustee. The Sponsor has the discretion to replace the Trustee.

the assets of the Trust and the Sponsor are subject to issuer liability under the federal securities laws for the information contained in this Prospectus and under federal securities laws with respect to the issuance and sale of the Shares. Under such laws, neither the Trustee, either in its capacity as Trustee or in its individual capacity, nor any director, officer or controlling person of the Trustee is, or has any liability as, the issuer or a director, officer or controlling person of the issuer of the Shares. The Trustee's liability in connection with the issuance and sale of the Shares is limited solely to the express obligations of the Trustee set forth in the Trust Agreement.

the Trust Agreement, the Sponsor has exclusive management and control of all aspects of the Trust's business. 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 shareholders have no voice in the day-to-day management of the business and operations of the a Fund and the Trust, other than certain limited voting rights as set forth in the Trust Agreement. In the course of its management of the business and affairs of the a Fund and the Trust, the Sponsor may, in its sole and absolute discretion, appoint an affiliate or affiliates of the Sponsor as additional sponsors and retain such persons, including affiliates of the Sponsor, as it deems necessary to effectuate and carry out the purposes, business and objectives of the Trust.

the Trustee has no authority over the Trust's operations, the Trustee itself is not registered in any capacity with the CFTC.

The Sponsor 25 changes

Volatility Shares LLC, a Delaware limited

liability company, serves as the Trust's Sponsor and commodity pool operator. It will manage 100% of the Fund's assets.

Neither the Trust nor the Fund are required

to establish, or be overseen by, a Board of Directors or an Audit Committee of the Board of Directors. Accordingly, only the Fund's service providers, which are generally overseen by the Fund's Sponsor, will be providing services to the Fund.

More detailed information about the Sponsor

can be found on page 56 under The Sponsor .

Shares LLC, is the Sponsor of the Trust and the Funds. As noted above, the Sponsor has exclusive management and control of all aspects of the business of the Funds. 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.

Sponsor serves as the Trust's commodity pool operator.

with respect to the Trust, the Sponsor:

and directs the Funds' portfolio of Financial Instruments and other assets, including cash and cash equivalents;

the Funds' service providers;

various agreements and fees;

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

the FCM and Financial Instrument counterparties, if any; and the Commodity Sub-Adviser's management of the Funds' portfolio of Financial Instruments and other assets, including cash equivalents.

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.

The principal office of the Sponsor and the Fund is located at 100 South Bedford Road, 2000 PGA Boulevard, Suite 340; Mount Kisco, NY 10549. 4440, Palm Beach Gardens, FL 33408. The telephone number of the Sponsor and the Fund Trust is (866) 261-0273.

Shares LLC, the Sponsor, is a limited liability company formed in Delaware on July 25, 2019. The Sponsor was formed for the purpose of sponsoring volatility-linked exchange-traded funds, of which the Funds are the first. Prior to its engagement as Sponsor of the Funds, the Sponsor had no operating history.

Sponsor currently serves as the commodity pool operator of the Trust and the Funds. 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 2000 PGA Boulevard, Suite 4440, Palm Beach Gardens, FL 33408. The telephone number of the Sponsor and the Trust 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 Funds.

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.

THIS POOL OPERATOR NOR ANY OF ITS TRADING PRINCIPALS HAS PREVIOUSLY OPERATED ANY OTHER POOLS OR TRADED ANY OTHER ACCOUNTS.

Officers of the Trust and Principals and Significant Employees of the Sponsor Name Position Justin Young* Principal of the Sponsor (since 10/4/2019) Associated Person of the Sponsor (since 12/12/2019) Principal Executive Officer (since 4/8/2021) Principal Financial Officer (since 4/8/2021) Principal Accounting Officer of the Trust (since 4/8/2021) Stuart Barton* Principal of the Sponsor (since 10/2/2019) Associated Person of the Sponsor (since 10/14/2019) Manzone LLC Principal of the Sponsor (since 2/11/2021) * Denotes principal of the Sponsor who participates in making trading decisions for the Funds.

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. Of the Principals listed below, only Justin Young and Stuart Barton participate in making trading or operational decisions for the Funds or supervise persons engaged in making trading or operational decisions for the Funds. 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.

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

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 (overseeing operations at an investment adviser); from September 2016 to March 2017 he was Chief Investment Officer of Rex Shares (overseeing investments at an ETF sponsor); from September 2014 to September 2017 he was Managing Partner at Corpus Capital Partners LLC (overseeing operations at a 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 (traded derivatives at an investment bank); from September 2004 to June 2007 he was Senior Equity Derivatives Trader at Barclays Capital PLC in New York (traded derivatives at a broker-dealer); and from August 2001 to September 2004 he was Equity Derivatives Trader at Barclays Capital PLC in London.

LLC became a Principal of the Sponsor on February 11, 2021. Manzone LLC has a passive ownership interest in the Sponsor and exercises no management authority over the Funds.

Duties of the Sponsor 10 changes

The general fiduciary duties which would

The Trust Agreement provides that the Sponsor

Under Delaware law, a beneficial owner of

Under certain circumstances, shareholders

The foregoing summary describing in general

general fiduciary duties which would otherwise be imposed on the Sponsor (which would make its operation of the Trust as described herein impracticable due to the strict prohibition imposed by such duties on, for example, conflicts of interest on behalf of a fiduciary in its dealings with its beneficiaries), are replaced by the terms of the Trust Agreement (to which terms all shareholders, by subscribing to the Shares, are deemed to consent).

Trust Agreement provides that the Sponsor and its affiliates shall have no liability to the Trust or to any shareholder for any loss suffered by the Trust arising out of any action or inaction of the Sponsor or its affiliates or their respective directors, officers, shareholders, partners, members, managers or employees (the "Sponsor Related Parties"), if the Sponsor Related Parties, in good faith, determined that such course of conduct was in the best interests of the Fund Funds and such course of conduct did not constitute gross negligence or willful misconduct by the Sponsor Related Parties. The Trust has agreed to indemnify the Sponsor Related Parties against claims, losses or liabilities based on their conduct relating to the Trust, provided that the conduct resulting in the claims, losses or liabilities for which indemnity is sought did not constitute gross negligence or willful misconduct and was done in good faith and in a manner reasonably believed to be in the best interests of the Fund. Funds.

Delaware law, a beneficial owner of a statutory trust (such as a shareholder of the Fund) Funds) may, under certain circumstances, institute legal action on behalf of himself and all other similarly situated beneficial owners (a "class action") to recover damages for violations of fiduciary duties, or on behalf of a statutory trust (a "derivative action") to recover damages from a third party where there has been a failure or refusal to institute proceedings to recover such damages. In addition, beneficial owners may have the right, subject to certain legal requirements, to bring class actions in federal court to enforce their rights under the federal securities laws and the rules and regulations promulgated thereunder by the SEC. Beneficial owners who have suffered losses in connection with the purchase or sale of their beneficial interests may be able to recover such losses from the Sponsor where the losses result from a violation by the Sponsor of the anti-fraud provisions of the federal securities laws.

certain circumstances, shareholders also have the right to institute a reparations proceeding before the CFTC against the Sponsor (a registered commodity pool operator), an FCM, as well as those of their respective employees who are required to be registered under the CEA, and the rules and regulations promulgated thereunder. Private rights of action are conferred by the CEA. Investors in futures and in commodity pools may, therefore, invoke the protections provided thereunder.

foregoing summary describing in general terms the remedies available to shareholders under federal law is based on statutes, rules and decisions as of the date of this Prospectus. As this is a rapidly developing and changing area of the law, shareholders who believe that they may have a legal cause of action against any of the foregoing parties should consult their own counsel as to their evaluation of the status of the applicable law at such time.

Management; Voting by Shareholders 4 changes

The shareholders of the Fund take no part

The Sponsor has the right unilaterally to

shareholders of the Funds take no part in the management or control, and have no voice in the Trust's operations or business.

Sponsor has the right unilaterally to amend the Trust Agreement as it applies to the Fund Funds provided that the shareholders have the right to vote only if expressly required under Delaware or federal law or rules or regulations of the Exchange, or if submitted to the shareholders by the Sponsor in its sole discretion. No amendment affecting the Trustee shall be binding upon or effective against the Trustee unless consented to by the Trustee in writing.

Possible Repayment of Distributions Received by Shareholders 2 changes

The Shares are limited liability investments;

Shares are limited liability investments; investors may not lose more than the amount that they invest plus any profits recognized on their investment. However, shareholders of the Fund Funds could be required, as a matter of bankruptcy law, to return to the estate of the a Fund any distribution they received at a time when the Fund was in fact insolvent or in violation of the Trust Agreement.

Shares Freely Transferable 3 changes

The Shares of the Fund are listed for trading

Shares of the Funds are listed for trading on the Exchange and provide institutional and retail investors with direct access to the Fund. The Funds. Shares may be bought and sold on the Exchange like any other exchange-listed security.

Each Fund's Shares may be bought and sold on the Exchange like any other exchange-listed security.

Book-Entry Form 4 changes

Individual certificates will not be issued

The Shares are only transferable through

certificates will not be issued for the Shares. Instead, global certificates are deposited by the Trust with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Shares outstanding at any time. Under the Trust Agreement, shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies ("DTC Participants"), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant ("Indirect Participants"), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the Shares through DTC.

Shares are only transferable through the book-entry system of DTC. Shareholders who are not DTC Participants may transfer their Shares through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity through which their Shares are held) to transfer the Shares. Transfers are made in accordance with standard securities industry practice.

Reports to Shareholders 4 changes

The Sponsor or elected third-party service

The Sponsor will notify shareholders of any

Sponsor or elected third-party service providers will furnish an annual report of the Fund Funds in the manner required by the rules and regulations of the SEC as well as any reports required by the CFTC and the NFA, including, but not limited to, annual audited financial statements of the Fund Funds examined and certified by independent registered public accountants and any other reports required by any other governmental authority that has jurisdiction over the activities of the Fund. Monthly account statements conforming to CFTC and NFA requirements are posted on the Sponsor's website at www.volatilityshares.com . Shareholders of record will also be provided with appropriate information to permit them to file U.S. federal and state income tax returns with respect to Shares held. Additional reports may be posted on the Sponsor's website at the discretion of the Sponsor or as required by regulatory authorities.

Sponsor will notify shareholders of any substantial change in the fees paid by the Trust or of any material changes to the Fund by filing with the SEC a supplement to this Prospectus and a Form 8-K, as applicable, which will be publicly available at www.sec.gov and at the Sponsor's website at www.volatilityshares.com .

Net Asset Value 10 changes

The net asset value ("NAV") in

In calculating the NAV of the Fund, the VIX

In certain circumstances ( e.g. , if

The Fund may use a variety of money market

net asset value ("NAV") in respect of a Fund means the total assets of the Fund including, but not limited to, all cash and cash equivalents or other debt securities less total liabilities of the Fund, consistently applied under the accrual method of accounting.

respect of the Fund means the total assets of the Fund including, but not limited to, all cash and cash equivalents or other debt securities less total liabilities of the Fund, consistently applied under the accrual method of accounting. In particular, the NAV includes any unrealized profit or loss on open futures contracts (and Financial Instruments, if any), and any other credit or debit accruing to the Fund but unpaid or not received by the Fund. The NAV per Share of the a Fund is computed by dividing the value of the net assets of the Fund ( i.e. , the value of its total assets less total liabilities) by its total number of Shares outstanding. Expenses and fees are accrued daily and taken into account for purposes of determining the NAV. The Each Fund's NAV is calculated on each day other than a day when the Exchange is closed for regular trading. The Each Fund computes its NAV only once each Business Day as of 4:00 p.m. (Eastern Time) (the "NAV Calculation Time") , or an earlier time as set forth on www.volatilityshares.com. For example, the Fund may calculate its NAV as of an earlier time if the Exchange or other exchange material to the valuation or operation of the Fund closes early.

For example, a Fund may calculate its NAV as of an earlier time if the Exchange or other exchange material to the valuation or operation of the Fund closes early.

calculating the NAV of a Fund, the VIX futures contracts are valued using the Time Weighted Average Price (TWAP) of the futures during the last 15 minutes of NYSE's regular trading session, rather than solely from the VIX futures' settlement price. The value of the a Fund's non-exchange-traded Financial Instruments typically is determined by applying the then-current disseminated levels for the Index to the terms of the Fund's non-exchange-traded Financial Instruments.

certain circumstances ( e.g. , if the Sponsor believes market quotations do not accurately reflect the fair value of the Fund a Fund's investment, or a trading halt closes an exchange or market early), the Sponsor may, in its sole discretion, choose to determine a fair value price as the basis for determining the market value of such investment for such day. Such fair value prices would generally be determined based on available inputs about the current value of the underlying VIX futures contract and would be based on principles that the Sponsor deems fair and equitable.

Funds may use a variety of money market instruments. Money market instruments generally will be valued using market prices or at amortized cost.

Indicative Optimized Portfolio Value ("IOPV") 5 changes

The IOPV is an indicator of the value of

The Exchange disseminates the IOPV. In addition,

IOPV is an indicator of the value of a Fund's net assets at the time the IOPV is disseminated. The IOPV is calculated and disseminated every 15 seconds during a normal Business Day. A Business Day is defined as a day the United States equity markets are open for trading on the NYSE. The IOPV may cease calculating at an earlier time if the Exchange or other information material to the valuation or operation of the a Fund closes early. The IOPV is generally calculated using the prior day's closing net assets of the a Fund as a base and updating throughout the Business Day changes in the value of the Financial Instruments held by the Fund. The IOPV should not be viewed as an actual real time update of the NAV because NAV is calculated only once at the end of each Business Day. The IOPV also should not be viewed as a precise value of the Shares. Because the market price per Share may differ from the IOPV, the price at which an investor may be able to sell Shares at any time, and especially in times of market volatility, may be significantly less than the IOPV at the time of sale. Neither the Fund nor the Sponsor is liable for any errors in the calculation of the IOPV or any failure to disseminate IOPV.

Neither a Fund nor the Sponsor is liable for any errors in the calculation of the IOPV or any failure to disseminate IOPV.

Exchange disseminates the IOPV. In addition, the IOPV is published on the Exchange's website and is available through on-line information services such as Bloomberg Finance L.P. and/or Reuters.

Termination Events 2 changes

The Trust, or, as the case may be, the Fund,

Trust, or, as the case may be, the Funds, may be dissolved at any time and for any reason by the Sponsor with written notice to the shareholders.

Distributions 2 changes

The Sponsor does not expect to make distributions.

Sponsor does not expect to make distributions. Depending on the a Fund's performance and an investor's own tax situation, an investor's income tax liability for his, her or its allocable share of the Fund's net ordinary income or loss and capital gain or loss may exceed the capital gains an investor may realize from selling his, her or its Shares of the Fund in a taxable year.

The administrator and sub-administrator 5 changes

The Trust, on behalf of itself and on behalf

The Administrator has engaged a sub-administrator

Trust, on behalf of the itself and on behalf of each Fund, has appointed Tidal ETF Services LLC (the "Administrator") as the Administrator of the Fund. Funds. The Administrator has entered into a fund administration agreement (the "Fund Administration Servicing Agreement") with the Trust (for itself and on behalf of the Fund) in connection therewith. A copy of the Fund Administration Servicing Agreement is available for inspection at Administrator's offices identified below. The Administrator is located at 898 N. Broadway, Suite 2, Massapequa, New York 11758. Pursuant to the Fund Administration Servicing Agreement between the Trust and the Administrator, the Administrator provides the Trust with, or arranges for, administrative and management services (other than investment advisory services). Pursuant to the Fund Administration Servicing Agreement, officers or employees of the Administrator may serve as the Trust's principal executive officer, principal financial officer, and principal accounting officer. The Administrator oversees the payment of Fund-related expenses, and the Administrator manages the Trust's relationships with its various service providers. As compensation for the services it provides, the Administrator receives a fee from the Fund. The Administrator also is entitled to certain out-of-pocket expenses for the services mentioned above.

Pursuant to the Fund Administration Servicing Agreement, officers or employees of the Administrator may serve as the Trust's principal executive officer, principal financial officer, and principal accounting officer. The Administrator oversees the payment of Fund-related expenses, and the Administrator manages the Trust's relationships with its various service providers. As compensation for the services it provides, the Administrator receives a fee from the Funds. The Administrator also is entitled to certain out-of-pocket expenses for the services mentioned above.

Administrator has engaged a sub-administrator to provide, from time to time, some of the services that the Administrator has agreed to provide the Fund. Funds. In that regard, the Administrator has engaged U.S. Bancorp Fund Services, LLC to serve as the sub-administrator ("Sub-Administrator") of the Fund. Funds. U.S. Bancorp Fund Services, LLC is located at 615 East Michigan Street, Milwaukee, Wisconsin 53202.

The transfer agent and fund accountant 4 changes

U.S. Bancorp Fund Services, LLC serves as

The Transfer Agent has entered into a transfer

Bancorp Fund Services, LLC serves as the transfer agent ("Transfer Agent") and fund accountant ("Fund Accountant") of the Fund. Funds. U.S. Bancorp Fund Services, LLC is located at 615 East Michigan Street, Milwaukee, Wisconsin 53202.

Transfer Agent has entered into a transfer agency servicing agreement (the "Transfer Agency Servicing Agreement"). The Fund Accountant has entered into a fund accounting servicing agreement (the "Fund Accounting Servicing Agreement"). Pursuant to the terms of the Transfer Agency Servicing Agreement, the Transfer Agent is responsible for processing purchase and redemption orders from Authorized Participants and maintaining records of the ownership of the Fund. Funds. As compensation for the services it provides, the Transfer Agent receives a fee from the Fund. Funds. Pursuant to the terms of the Fund Accounting Servicing Agreement, the Fund Accountant is responsible for portfolio accounting services, expense accrual and payment services, fund valuation and financial reporting services, tax accounting services and compliance control services. As compensation for the services it provides, the Fund Accountant receives a fee from the Fund. Funds.

The custodian 2 changes

U.S. Bank National Association (the "Custodian")

Bank National Association (the "Custodian") serves as the Custodian of the Fund Funds and has entered into a custody agreement (the "Custody Agreement") with the Trust (for itself and on behalf of the Fund) in connection therewith. Pursuant to the terms of the Custody Agreement, the Custodian is responsible for the holding and safekeeping of assets delivered to it by the Fund, Funds, and performing various administrative duties in accordance with instructions delivered to the Custodian by the Fund. Funds. As compensation for the services it provides, the Custodian receives a fee from the Fund. Funds.

The marketing agent 14 changes

Foreside Fund Services, LLC (the "Marketing

The Marketing Agent retains all marketing

As compensation for the services it provides,

the Marketing Agent receives a fee from the Fund.

Fund Services, LLC (the "Marketing Agent") serves as the Marketing Agent of the Fund. Funds. Its principal duties are: (i) to work with the Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Transfer Agent; (ii) maintain copies of confirmations of Creation Unit creation and redemption order acceptances; (iii) maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent; and (iv) review and approve, prior to use, all Trust marketing materials for compliance with applicable SEC and FINRA advertising rules.

Marketing Agent retains all marketing materials separately for the Fund, Funds, at their offices located at Three Canal Plaza, Suite 100 Portland, Maine 04101. compensation for the services it provides, the Marketing Agent receives a fee from the Funds.

SECURITIES DEPOSITORY; BOOK-ENTRY ONLY SYSTEM; GLOBAL SECURITY acts as securities depository for the Shares. DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of section 17A of the 1934 Act. DTC was created to hold securities of DTC Participants and to facilitate the clearance and settlement of transactions in such securities among the DTC Participants through electronic book-entry changes. This eliminates the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. DTC has agreed to administer its book-entry system in accordance with its rules and bylaws and the requirements of law.

certificates will not be issued for the Shares. Instead, global certificates are signed by the Sponsor on behalf of a Fund, registered in the name of Cede & Co., as nominee for DTC, and deposited with the Trust on behalf of DTC. The global certificates evidence all of the Shares of a Fund outstanding at any time. The representations, undertakings and agreements made on the part of a Fund in the global certificates are made and intended for the purpose of binding only the Fund and not the Trustee or the Sponsor individually.

the settlement date of any creation, transfer or redemption of Shares, DTC credits or debits, on its book-entry registration and transfer system, the amount of the Shares so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The Sponsor and the Authorized Participants designate the accounts to be credited and charged in the case of creation or redemption of Shares.

ownership of the Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Owners of beneficial interests in the Shares are shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants), the records of DTC Participants (with respect to Indirect Participants) and the records of Indirect Participants (with respect to shareholders that are not DTC Participants or Indirect Participants). Shareholders are expected to receive from or through the DTC Participant maintaining the account through which the shareholder has purchased their Shares a written confirmation relating to such purchase.

that are not DTC Participants may transfer the Shares through DTC by instructing the DTC Participant or Indirect Participant through which the shareholders hold their Shares to transfer the Shares. Shareholders that are DTC Participants may transfer the Shares by instructing DTC in accordance with the rules of DTC. Transfers are made in accordance with standard securities industry practice.

may decide to discontinue providing its service with respect to Creation Units and/or the Shares of a Fund by giving notice to the Trust and the Sponsor. Under such circumstances, the Sponsor will either find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable, terminate a Fund.

rights of the shareholders generally must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC. Because the Shares can only be held in book-entry form through DTC and DTC Participants, investors must rely on DTC, DTC Participants and any other financial intermediary through which they hold the Shares to receive the benefits and exercise the rights described in this section. Investors should consult with their broker or financial institution to find out about procedures and requirements for securities held in book-entry form through DTC.

participant of the Euroclear System that holds shares of a Fund in the Euroclear System will be deemed to have represented to and agreed with the applicable Fund and Euroclear Bank as a condition to a Fund 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 Fund shares and related income distributions of such participant.

Share splits or reverse splits 2 changes

If the Sponsor believes that the per Share

the Sponsor believes that the per Share price of the a Fund in the secondary market has fallen outside a desirable trading price range, the Sponsor may direct the Trust to declare a split or reverse split in the number of Shares outstanding and, if necessary in the Sponsor's opinion, to make a corresponding change in the number of Shares of the Fund constituting a Creation Unit.

Sponsor 8 changes

In the course of providing services,

The Sponsor, its principals, officers and

In addition, the Sponsor, its affiliates

and principals may trade for their own accounts. Consequently, non-customer and proprietary trades may be executed and cleared through any FCM or prime broker utilized by clients. It is possible that the Sponsor, including its officers and employees, may buy or sell investment positions or other instruments that the Sponsor has recommended to, or purchased for, its clients and may engage in transactions for their own accounts in a manner that is inconsistent with the Sponsor's recommendations to a client.

The Sponsor has adopted policies and procedures designed to detect and prevent such conflicts of interest and, when they do arise, to ensure that it effects transactions for clients in a manner that is consistent with any fiduciary duty owned by the Sponsor to its clients and in accordance with applicable law.

the course of providing services, the Sponsor, its principals, officers, employees and their affiliates may simultaneously recommend the sale of a particular investment position for one account while recommending the purchase of the same investment position for another account if such recommendations are consistent with each client's investment strategies. The Sponsor also may recommend the purchase or sale of investment positions that may also be recommended by Sponsor affiliates. More specifically, the Sponsor and its principals may recommend the a Fund to its clients or the clients of any of its principals. including Invest In Vol LLC or Toroso Investments LLC. In such a case, Invest in Vol LLC or Toroso Investments LLC the principals may receive fees, both from managing their client accounts and also, indirectly, through the Sponsor's fee collected from the a Fund.

Sponsor, its principals, officers and employees (and members of their families) and affiliates may participate directly or indirectly as investors in the Sponsor's clients, such as the a Fund. Thus, the Sponsor may recommend to clients the purchase or sale of investment positions in which it, or its officers, employees or related persons have a financial interest. The Sponsor may give advice and take actions in the performance of its duties to its clients that differ from the advice given or the timing and nature of actions taken, with respect to other clients' accounts and/or employees' accounts that may invest in some of the same investment positions recommended to clients.

addition, the Sponsor, its affiliates and principals may trade for their own accounts. Consequently, non-customer and proprietary trades may be executed and cleared through any FCM or prime broker utilized by clients. It is possible that the Sponsor, including its officers and employees, may buy or sell investment positions or other instruments that the Sponsor has recommended to, or purchased for, its clients and may engage in transactions for their own accounts in a manner that is inconsistent with the Sponsor's recommendations to a client. Personal transactions by the Sponsor, including its officers and employees, may raise potential conflicts of interest when such persons trade in an investment position that is owned by, or considered for purchase or sale for, a client, including conflicts that would arise if such proprietary accounts were to trade ahead of client accounts, place trades that are opposite to the trades of client accounts (such as the a Fund), or receive preferential treatment in terms of allocation of resources or of investment opportunities. The Sponsor has adopted policies and procedures designed to detect and prevent such conflicts of interest and, when they do arise, to ensure that it effects transactions for clients in a manner that is consistent with any fiduciary duty owned by the Sponsor to its clients and in accordance with applicable law.

FCMs 8 changes

1 unchanged paragraph

or have some other form of ownership interest in, one or more U.S. or foreign exchanges or swap execution facilities (each, a "Trading Facility") or CFTC-registered derivatives clearing organization (each, a "Clearing House") where the a Fund's transactions in futures, options, swaps (as defined in the CEA), forwards or other commodity derivatives ("Contracts") may be executed and/or cleared. As a result, an FCM or its affiliates may receive financial or other benefits related to its ownership interest when Contracts are executed on a given Trading Facility or cleared through a given Clearing House, and the FCM would, in such circumstances, have an incentive to cause Contracts to be executed on that Trading Facility or cleared by that Clearing House. In addition, employees and officers of an FCM or its affiliates may also serve on the board of directors or on one or more committees of a Trading Facility or Clearing House.

In addition, Trading Facilities and Clearing Houses

Houses may from time to time have in place other arrangements that provide their members or participants with volume, market-making or other discounts or credits, may call for members or participants to pre-pay fees based on volume thresholds, or may provide other incentive or arrangements that are intended to encourage market participants to trade on or direct trades to that Trading Facility or Clearing House. An FCM or its affiliates may participate in and obtain financial benefits from such incentive programs.

An FCM or its affiliates may participate in and obtain financial benefits from such incentive programs.

When providing execution services to the a Fund

Fund (either in conjunction with clearing services or in an execution-only capacity), an executing broker may direct orders to affiliated or unaffiliated market-makers, FCMs, other executing firms, individual brokers or brokerage groups for execution. When such affiliated or unaffiliated parties are used, they may, where permitted, agree to price concessions, volume discounts or refunds, rebates or similar payments in return for receiving such business. Likewise, where permitted by law and the rules of the applicable Trading Facility, an FCM may solicit a counterparty to trade opposite your order or enter into transactions for its own account or the account of other counterparties that may, at times, be adverse to your interests in a Contract. In such circumstances, that counterparty may make payments and/or pay a commission to the FCM in connection with that transaction. The results of the a Fund's transactions may differ from the results achieved by the FCM for its own account, its affiliates, or for other customers.

1 unchanged paragraph

law (including, where applicable, the rules of the applicable Trading Facility), an FCM, its directors, officers, employees and affiliates may act on the other side of the a Fund's order or transaction by the purchase or sale for an account, or the execution of a transaction with a counterparty, in which the FCM or a person affiliated with the FCM has a direct or indirect interest, or may affect any such order with a counterparty that provides the FCM or its affiliates with discounts related to fees for Contracts or other products. In cases where an FCM has a counterparty, the FCM or its affiliates may be doing so because of the enhanced profit potential resulting from acting as executing broker or counterparty.

1 unchanged paragraph

other things, an investor, research provider, placement agent, underwriter, distributor, remarketing agent, structurer, securitizer, lender, investment manager, investment adviser, commodity trading advisor, municipal advisor, market maker, trader, prime broker, introducing broker or clearing broker. In those and other capacities, an FCM, its directors, officers, employees and affiliates may take or hold positions in, or advise other customers and counterparties concerning, or publish research or express a view with respect to, a Contract or with a related financial instrument that may not be consistent with, or may be contrary to, the a Fund's interests. Unless otherwise disclosed in writing, an FCM is not necessarily acting in the Fund's best interest and are not assessing the suitability for the Fund of any Contract or related financial instrument. Acting in one or more of the capacities noted above may give an FCM or its affiliates access to information relating to markets, investments and products. An FCM and its affiliates are under no duty to make any such information available to the Sponsor, except to the extent the FCM has agreed in writing or as may be required under applicable law.

Fund Administration Servicing Agreement and Fund Sub-Administration Servicing Agreement 11 changes

1 unchanged paragraph

Transfer Agency Servicing Agreement

U.S. Bancorp Fund Services, LLC serves as

the Fund's Transfer Agent. Pursuant to the Transfer Agency Servicing Agreement between the Trust, on behalf of itself and the Fund, and the Transfer Agent, the Transfer Agent serves as the Fund's transfer agent in connection with certain other activities. The Transfer Agent's services include, among other things, assisting the Fund with the issuance and redemption of Creation Units to and from Authorized Participants, recording the issuance of Creation Units and maintaining a record of the total number of Creation Units that are authorized, issued and outstanding based upon data provided to the Transfer Agent by the Fund or the Sponsor.

The Transfer Agency Servicing Agreement has

Administrator pursuant to the terms of the Fund Administration Servicing Agreement between the Trust, on behalf of itself and on behalf of the each Fund, and the Administrator. The Administrator provides officers or employees of the Administrator to serve as the Trust's principal executive officer, principal financial officer and principal accounting officer, the Administrator coordinates the payment of Fund-related expenses, and the Administrator manages the Trust's relationships with its various service providers.

The Fund Administration Servicing Agreement has

an initial term of three years and, after the initial term, will continue in effect for additional one-year terms unless earlier terminated.

has an initial term of three years and, after the initial term, will continue in effect for additional one-year terms unless earlier terminated. Notwithstanding the foregoing, beginning in the second year of the Fund Administration Servicing Agreement, the Trust may terminate the Fund Administration Servicing Agreement on at least ninety (90) days' prior written notice to the Administrator, and either party may terminate the Fund Administration Servicing Agreement at any time upon thirty (30) days' prior written notice to the other party if the other party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy, insolvency or other similar law. In its capacity as Administrator, Tidal ETF Services LLC is indemnified under the Fund Administration Servicing Agreement.

U.S. Bancorp Fund Services, LLC serves as the Sub-Administrator.

the Sub-Administrator. U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202 The Sub-Administration Servicing Agreement has an initial term of three years and, after the initial term, will continue in effect for additional one-year terms unless earlier terminated. Notwithstanding the foregoing, beginning in the second year of the Sub-Administration Servicing Agreement, the Trust may terminate the Sub-Administration Servicing Agreement on at least ninety (90) days' prior written notice to the Sub-Administrator, and either party may terminate the Sub-Administration Servicing Agreement at any time upon thirty (30) days' prior written notice to the other party if the other party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy, insolvency or other similar law. In its capacity as Sub-Administrator, U.S. Bancorp Fund Services, LLC is indemnified under the Fund Sub-Administration Servicing Agreement.

an initial term of three years and, after the initial term, will continue in effect for additional one-year terms unless earlier terminated. Notwithstanding the foregoing, beginning in the second year of the Transfer Agency Sub-Administration Servicing Agreement, the Trust may terminate the Transfer Agency Sub-Administration Servicing Agreement on at least ninety (90) days' prior written notice to the Transfer Agent, Sub-Administrator, and either party may terminate the Transfer Agency Sub-Administration Servicing Agreement at any time upon thirty (30) days' prior written notice to the other party if the other party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy, insolvency or other similar law. In its capacity as Transfer Agent, Sub-Administrator, U.S. Bancorp Fund Services, LLC is indemnified under the Transfer Agency Fund Sub-Administration Servicing Agreement.

Fund Accounting Servicing Agreement 3 changes

U.S. Bancorp Fund Services, LLC serves as the Fund

the Fund Accountant. U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202 The Fund Accounting Servicing Agreement has an initial term of three years and, after the initial term, will continue in effect for additional one-year terms unless earlier terminated. Notwithstanding the foregoing, beginning in the second year of the Fund Accounting Servicing Agreement, the Trust may terminate the Fund Accounting Servicing Agreement on at least ninety (90) days' prior written notice to the Fund Accountant, and either party may terminate the Fund Accounting Servicing Agreement at any time upon thirty (30) days' prior written notice to the other party if the other party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy, insolvency or other similar law. In its capacity as Fund Accountant, U.S. Bancorp Fund Services, LLC is indemnified under the Fund Accounting Servicing Agreement.

Notwithstanding the foregoing, beginning in the second year of the Fund Accounting Servicing Agreement, the Trust may terminate the Fund Accounting Servicing Agreement on at least ninety (90) days' prior written notice to the Fund Accountant, and either party may terminate the Fund Accounting Servicing Agreement at any time upon thirty (30) days' prior written notice to the other party if the other party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy, insolvency or other similar law. In its capacity as Fund Accountant, U.S. Bancorp Fund Services, LLC is indemnified under the Fund Accounting Servicing Agreement.

Custody Agreement 6 changes

U.S. Bank National Association serves as each

the Fund's Custodian. Pursuant to the Custody Agreement between the Trust, on its own behalf and on behalf of the each Fund, and the Custodian, the Custodian serves as custodian of all securities and cash at any time delivered to the Custodian by the each Fund during the term of the Custody Agreement and has authorized the Custodian to hold its securities in its name or the names of its nominees. Pursuant to the terms of the Custody Agreement, the Custodian may deposit and/or maintain the investment assets of the a Fund in a securities depository and may appoint a sub-custodian to hold investment assets of the Fund. The Custodian establishes and maintains one or more securities accounts and cash accounts for the a Fund pursuant to the Custody Agreement. The Custodian maintains separate and distinct books and records segregating the assets of the Fund.

The Custody Agreement has an initial term of three

of three years and, after the initial term, will continue in effect for additional one-year terms unless earlier terminated. Notwithstanding the foregoing, beginning in the second year of the Custody Agreement, the Trust may terminate the Custody Agreement on at least ninety (90) days' prior written notice to the Custodian, and either party may terminate the Custody Agreement at any time upon thirty (30) days' prior written notice to the other party if the other party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy, insolvency or other similar law.

Upon termination of the Custody Agreement, the

the parties agree to cooperate in the execution of documents and performance of other actions necessary or desirable in order to facilitate the succession of a new custodian. Upon the date set forth in such notice, the Custodian shall deliver directly to the successor custodian all Fund's assets. In its capacity as Custodian, U.S. Bank National Association is indemnified under the Custody Agreement.

Marketing Agent Agreement 3 changes

Pursuant to the Marketing Agent Agreement between

between the Trust and Foreside Fund Services, LLC, Foreside Fund Services, LLC assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing of Shares including reviewing and approving marketing materials.

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on the date of the offering of the Shares of the a Fund and the will continue for a two year period continuing automatically for successive periods of one year unless sooner terminated. Notwithstanding, this Marketing Agent Agreement may be terminated, without the payment of any penalty, upon no less than 60 days' written notice, by either the Client or by Foreside.

General 8 changes

The following section sets forth certain consequences

consequences under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code, which a fiduciary of an "employee benefit plan" as defined in and subject to ERISA or of a "plan" as defined in and subject to Section 4975 of the Code who has investment discretion should consider before deciding to invest the plan's assets in the a Fund (such "employee benefit plans" and "plans" being referred to herein as "Plans," and such fiduciaries with investment discretion being referred to herein as "Plan Fiduciaries"). The following summary is not intended to be complete, but only to address certain questions under ERISA and the Code which are likely to be raised by the Plan Fiduciary's own counsel.

In general, the terms "employee benefit plan"

plan" as defined in and subject to Title I of ERISA and "plan" as defined in Section 4975 of the Code together refer to any plan or account of various types which provide retirement benefits or welfare benefits to an individual or to an employer's employees and their beneficiaries. Such plans and accounts include, but are not limited to, corporate pension and profit-sharing plans, "simplified employee pension plans," plans for self-employed individuals (including partners), individual retirement accounts described in Section 408 of the Code and medical plans.

Each Plan Fiduciary must give appropriate consideration

consideration to the facts and circumstances that are relevant to an investment in the a Fund, which may include, among other things, the role that such an investment would play in the Plan's overall investment portfolio. Each Plan Fiduciary, before deciding to invest in the a Fund, must be satisfied that such investment is prudent for the Plan, that the investments of the Plan, including the investment in the Fund, are diversified so as to minimize the risk of large losses and that an investment in the Fund complies with the Plan documents and that the purchase will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code.

EACH PLAN FIDUCIARY CONSIDERING ACQUIRING SHARES

SHARES ON BEHALF OF A PLAN MUST CONSULT WITH ITS OWN LEGAL AND TAX ADVISORS BEFORE DOING SO. AN INVESTMENT IN A FUND IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. THE FUND IS NOT INTENDED AS A COMPLETE INVESTMENT PROGRAM.

Plan Assets 3 changes

ERISA and a regulation issued thereunder by the

by the U.S. Department of Labor contain rules for determining when an investment by a Plan in an equity interest of an entity will result in the underlying assets of such entity being considered to constitute assets of the Plan for purposes of ERISA and Section 4975 of the Code ( i.e. , "plan assets"). Those rules provide that assets of an entity will not be considered assets of a Plan which purchases an equity interest in the entity if one or more exceptions apply, including (1) an exception applicable if the equity interest purchased is a "publicly offered security" (the "Publicly Offered Security Exception"), and (2) an exception applicable if equity interests purchased by a plan are not significant.

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Security Exception should apply with respect to the Shares of the a Fund.

Ineligible Purchasers 6 changes

Among other considerations, Shares generally may

may not be purchased with the assets of a Plan if the Sponsor, the FCMs or any of their respective affiliates, any of their respective employees or any employees of their respective affiliates: (1) has investment discretion with respect to the investment of such plan assets; (2) has authority or responsibility to give or regularly gives investment advice with respect to such plan assets, for a fee, and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to such plan assets and that such advice will be based on the particular investment needs of the Plan; or (3) is an employer maintaining or contributing to such Plan. A party that is described in clause (1) or (2) of the preceding sentence would be a fiduciary under ERISA and the Code with respect to the Plan, and unless an exemption applies, any such purchase might result in a "prohibited transaction" under ERISA and the Code.

Except as otherwise set forth, the foregoing statements

statements regarding the consequences under ERISA and the Code of an investment in Shares of the Fund is based on the provisions of the Code and ERISA as currently in effect, and the existing administrative and judicial interpretations thereunder. No assurance can be given that administrative, judicial or legislative changes will not occur that will not make the foregoing statements incorrect or incomplete.

THE PERSON WITH INVESTMENT DISCRETION SHOULD

SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISORS AS TO THE PROPRIETY OF AN INVESTMENT IN SHARES IN LIGHT OF THE CIRCUMSTANCES OF THE PARTICULAR PLAN AND CURRENT TAX LAW.

Buying and Selling Shares 2 changes

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market transactions through brokers. Shares of the Fund trade on the Exchange under the ticker symbol listed in this Prospectus.

market transactions through brokers. Shares of each Fund trade on the Exchange under the ticker symbol listed in this Prospectus. Shares are bought and sold throughout the trading day like other publicly traded securities. When buying or selling Shares through a broker, most investors incur customary brokerage commissions and charges.

Authorized Participants 9 changes

Shares initially comprising the same Creation Unit but offered by Authorized Participants to the public at different times may have different offering prices. Additionally, the price at which an Authorized Participant sells a Share may be higher or lower than the price paid by such Authorized Participant in connection with the creation of such Share in a Creation Unit.

The Each Fund continuously offers Shares in Creation

Units to Authorized Participants. Shares of the a Fund are to be offered to Authorized Participants in Creation Units at the Fund's NAV.

Authorized Participants may offer to the public,

public, from time to time, Shares of the a Fund from any Creation Units they create. Shares of the a Fund offered to the public by Authorized Participants are offered at a per Share market price that varies depending on, among other factors, the trading price of the Shares of the a Fund on the Exchange, the NAV per Share and the supply of and demand for the Shares at the time of the offer. Shares initially comprising the same Creation Unit but offered by Authorized Participants to the public at different times may have different offering prices. Additionally, the price at which an Authorized Participant sells a Share may be higher or lower than the price paid by such Authorized Participant in connection with the creation of such Share in a Creation Unit.

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the a Fund, the Sponsor or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public, although investors are expected to be charged a customary commission by their brokers in connection with the purchase and sale of Shares that varies from investor to investor. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

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Clearing is the each Fund's initial Authorized Participant and is a statutory underwriter of the Fund's Fund Shares. Prior to the a 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, Bank of America/Merrill

of America/Merrill Lynch Professional Clearing, Citadel Securities LLC, Credit Suisse Securities (USA) LLC, and Mizuho Securities USA LLC have each executed an Authorized Participant Agreement and are the only Authorized Participants.

Likelihood of Becoming a Statutory Underwriter 3 changes

to Authorized Participants from time to time in exchange for cash. Because new Shares can be created and issued on an ongoing basis at any point during the life of the Fund, a "distribution," as such term is used in the 1933 Act, will be occurring.

The Each Fund issues Shares in Creation Units to

Authorized Participants from time to time in exchange for cash. Because new Shares can be created and issued on an ongoing basis at any point during the life of a Fund, a "distribution," as such term is used in the 1933 Act, will be occurring. An Authorized Participant, other broker-dealer firm or its client could be deemed a statutory underwriter, and thus would be subject to the prospectus delivery and liability provisions of the 1933 Act, if it purchased a Creation Unit from the a Fund, broke the Creation Unit down into the constituent Shares and sold the Shares to its customers; or if it chose to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. A determination of whether one is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to categorization as an underwriter. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the 1933 Act.

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Legal matters 5 changes

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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. Funds.

Richards, Layton & Finger, P. A. has represented

represented the Trust in connection with the legality of the Shares being offered hereby.

Certain opinions of counsel have been filed with

with the SEC as exhibits to the Registration Statement of which this Prospectus is a part.

Experts 2 changes

Tait, Weller & Baker, LLP, an independent registered

registered public accounting firm, is hereby named as an expert in auditing and accounting.

Where investors can find more information 2 changes

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The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of such site is www.sec.gov .

on Form S-1 with the SEC under the 1933 Act. This Prospectus constitutes part of the Registration Statement filed by the Trust for itself and on behalf of the Fund. Funds. Additionally, as further discussed under "Incorporation by Reference of Certain Documents," we have incorporated by reference certain historical information. This Prospectus does not contain all of the information set forth in such Registration Statement, certain portions of which have been omitted pursuant to the rules and regulations of the SEC, including, without limitation, certain exhibits thereto (for example, the form of the Authorized Participant Agreement). The descriptions contained herein of agreements included as exhibits to the Registration Statement are necessarily summaries and may not be complete; the exhibits themselves may be inspected without charge at the Public Reference Room maintained by the SEC at 100 F Street, NE, Washington, DC 20549, and copies of all or part thereof may be obtained from the SEC upon payment of the prescribed fees. Investors may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of such site is www.sec.gov .

Recent financial information and annual reports 3 changes

Additional reports may be posted on the Sponsor's website at the discretion of the Sponsor or as required by regulatory authorities.

You should read the financial statements and

and the notes to those financial statements in the Trust's Annual Report on Form 10-K, along with any amendments thereto, when they become available and which will be incorporated by reference into this Prospectus and, subsequent to the date of this Prospectus, future filings with the SEC will be automatically deemed incorporated into this Prospectus, including subsequent financial statements, data and related notes with respect to the Fund. Funds. Please refer to the section entitled "Incorporation by Reference of Certain Documents" in this Prospectus. The Sponsor will furnish an annual report of the Fund Funds in the manner required by the rules and regulations of the SEC as well as with those reports required by the CFTC and the NFA, including, but not limited to, annual audited financial statements of the Fund Funds examined and certified by independent registered public accountants and any other reports required by any other governmental authority that has jurisdiction over the activities of the Fund. Funds. Monthly account statements conforming to CFTC and NFA requirements, as well as the current annual and quarterly reports and other filings made with the SEC, are posted on the Sponsor's website at www.volatilityshares.com . Shareholders of record will also be provided with appropriate information to permit them to file U.S. federal and state income tax returns with respect to Shares held. Additional reports may be posted on the Sponsor's website at the discretion of the Sponsor or as required by regulatory authorities.

The Trust's Commitment to Investors 2 changes

The Sponsor and the Trust are committed to respecting

respecting the privacy of personal information investors entrust to the Trust in the course of doing business.

The Information the Trust Collects About Investors 1 change

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The Each Fund receives information from transactions in investors' accounts, including account balances, and from correspondence between investors and the a Fund or third parties, such as the Fund's service providers. The Sponsor, on behalf of the Fund, uses such information provided by investors or their representative to process transactions, to respond to inquiries from investors, to deliver reports, products, and services, and to fulfil legal and regulatory requirements.

How the Trust Handles Investors' Personal Information 2 changes

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personal information about investors to anyone unless permitted by law or approved by the affected investor. The Sponsor may share information about investors with certain third parties who are not affiliated with the Trust to process or service a transaction that investors have requested or as permitted by law. For example, sharing information with non-affiliated third parties that maintain or service investors' accounts for the a Fund is essential.

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companies that perform administrative or marketing services for the a Fund including research firms. When the Fund enters into such a relationship, such third parties' use of customer's information is restricted and they are prohibited from sharing it or using it for any purposes other than those for which they were hired. The Sponsor also requires service providers to maintain physical, electronic and procedural safeguards that comply with federal standards to guard investors' non-public personal information.

How the Trust Safeguards Investors' Personal Information 2 changes

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and procedural safeguards to protect investors' personal information. Within the a Fund, access to personal information is restricted to those employees who require access to that information in order to provide products or services to customers such as processing transactions and handling inquiries. Use of customer information is restricted and customer information is required to be held in strict confidence.

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practices described in this notice for both current and former customers of the Fund. Funds.

Incorporation by reference of certain documents 14 changes

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The information that the Trust incorporates by

by reference is an important part of this Prospectus and later information that we will file with the SEC will automatically update and supersede some of this information. We incorporate by reference any future filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act. The Trust also incorporates by reference the documents listed below:

Any statement contained in a document that is incorporated

is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Prospectus (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this Prospectus except as so modified or superseded.

The Trust will provide to you an electronic copy

copy of the filings that have been incorporated by reference in this Prospectus upon your request, at no cost. In addition, the Trust will also provide you with information regarding the other series of the Trust upon your request, at no cost. Any request may be made by writing or calling at the following address or telephone number:

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100 South Bedford Road, Suite 340

Mount Kisco, NY 10549

2000 PGA Boulevard, Suite 4440

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These documents may also be accessed through the

the web at www.volatilityshares.com or as described under "Where Investors Can Find More Information." The information and other content contained on or linked from the website are not incorporated by reference in this Prospectus and should not be considered a part of this Prospectus.

Annual, quarterly and current reports and other

other information are on file with the SEC. You may read and copy these materials at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding the Trust and the Fund.

The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding the Trust and the Fund.

Futures commission merchants 4 changes

The Each Fund intends to use Advantage ADM Investor Services,

Futures LLC, ADM Investor Services, Inc. ("ADMIS"), INTL FCStone StoneX Financial Inc. - FCM, Division, Straits Financial LLC and E D & F Man Capital Markets Inc. each in its capacity as a registered FCM, as its FCM. Each serves as a clearing broker to the Trust and the a Fund and as such arranges for the execution and clearing of the a 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. Funds. The executing brokers will give up all such transactions to an FCM.

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affiliated with or acts as a supervisor of the a Fund or the Fund's commodity pool operators, commodity trading advisors, investment managers, trustees, general partners, administrators, transfer agents, registrars or organizers, as applicable. Additionally, no FCM is acting as an underwriter or sponsor of the offering of any Shares or interests in the a Fund or has passed upon the merits of participating in this offering.

1 unchanged paragraph

Prospectus or on the accuracy of the information contained herein. Additionally, no FCM provides any commodity trading advice regarding the a Fund's trading activities. Investors should not rely upon any such FCM in deciding whether to invest in the a Fund or retain their interests in the Fund. Investors should also note that the a Fund may select additional clearing brokers or replace any FCM as the Fund's clearing broker.

Litigation and Regulatory Disclosure Relating to FCMs 54 changes

Advantage Futures LLC

Advantage Futures LLC ("Advantage"

or the "Company"), a Delaware limited liability company, is a registered futures commission merchant and a member of the National Futures Association. Advantage Futures LLC is also a full clearing member of CME Group (Chicago Board of Trade, Chicago Mercantile Exchange, NYMEX, COMEX and KCBOT), NFX (Nasdaq Futures Exchange), ICE Futures Europe, ICE Clear Europe, Options Clearing Corp., and CBOE Futures Exchange, and a non-clearing member of Eurex. Its main office is located at 231 S. LaSalle Street, 14th Floor, Chicago, Illinois 60604 and the office telephone number is (312) 800-7000.

At any given time in the normal course of

business, Advantage may be involved in or the subject to litigation, investigations, arbitration matters or regulatory reviews, which may or may not seek significant damages. The Company is currently involved in the following litigation matters.

Advantage v. H.A.L./Hal v. Guinan

In September 2017, the Company filed a lawsuit against

H.A.L. NY Holdings, LLC ("HAL") and Ahron Feferkorn to collect a debit balance. HAL and Feferkorn offered to enter an offer of judgement, which the court entered in November 2017. The Court subsequently entered a modified judgment in January 2018. In March 2018, HAL filed a lawsuit in the U.S. District Court for the Southern District of New York against the Company's CEO seeking damages for the liquidations at issue in the Company's complaint against HAL and Feferkorn. The case was transferred to the U.S. District for the Northern District of Illinois and, on behalf of the Company's CEO, the Company filed a motion to dismiss the complaint in December 2018. Currently the proceedings are ongoing.

Advantage v. Herm LLC, et al.

In February 2018, the Company was named as a defendant

in multiple reparations claims, and the Company filed its own complaints against these customers in federal and state court in Illinois in March 2018. The complaints relate to debit balances incurred by the customers when the Company liquidated their under-margined accounts, managed by the same commodity trading advisor, on February 5, 2018. As of October 2019 a few clients have entered into settlement agreements and are no longer party to the lawsuits. Currently, these proceedings are ongoing.

Edwin Johnson v. Advantage Futures, et

In June 2018, Edwin Johnson filed a complaint against

the Company and two Company employees in the Circuit Court of Cook County. The Company filed a motion to dismiss and was successful in obtaining a dismissal for one of the employee defendants. In January 2019, the Company filed an Answer to the Complaint on behalf of the Company and employee. These proceedings are ongoing.

In the five years preceding the date of this

disclosure, the Commodity Futures Trading Commission ("CFTC") filed an enforcement action against the Company and two of its principals. In September 2016, Advantage, its CEO, Joseph M. Guinan, Jr. and former Chief Risk Officer, William Steele, entered into a settlement agreement with the CFTC to pay a $1.5 million civil monetary penalty for failure to diligently supervise certain commodity interest accounts, risk management failures and making inaccurate statements through the submissions of its required risk manuals and annual CCO report ("CFTC Order"). According to the CFTC Order, Advantage failed to diligently supervise the handling of accounts. The CFTC Order finds that three exchanges independently notified Advantage that they had observed the same Advantage customer engaging in a problematic pattern of trading in several contract markets, consistent with spoofing and/or manipulative or deceptive trading, but that Advantage did not promptly or thoroughly investigate the identified trading activity, or otherwise increase scrutiny over or further inquire into the customer's trading in other markets, but ultimately the Company discontinued the customer's trading. As part of the settlement agreement entered into with the CFTC, Advantage has undertaken steps to implement strengthened procedures related to its Risk Management Program and Risk Department to prevent and detect violations of the Commodity Exchange Act and CFTC regulations thereunder. Advantage also engaged a qualified third party consultant to review and assess Advantage's policies, procedures, operations, and manuals; to make recommendations regarding best practices in Advantage's control processes and procedures, supervision, and compliance programs to prevent future violations; and to assist in reviewing and updating procedures as necessary. As required by the CFTC Order, a report outlining recommendations along with an affidavit that the Company implemented the procedures was filed with the CFTC within the required time frame. Additionally, the third party consultant conducted a review of Advantage in accordance with AICPA SSAE 16 with a final report submitted to CFTC as required by the CFTC Order.

All regulatory actions (including enforcement

action noted above) taken against the Company by any Exchange, CFTC or NFA are documented and summarized on the NFA website at:

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1 unchanged paragraph

1 unchanged paragraph

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and 36 more changes in the filing

Margin Levels Expected to be Held at the FCMs 5 changes

1 unchanged paragraph

and 5 more changes in the filing

Exhibits 4 changes

14 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

and 4 more changes in the filing

Undertakings 35 changes

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

and 35 more changes in the filing