VS Trust: securities offering (amended)

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ea152457-s1a2_vstrust.htm

ea153569-s1a3_vstrust.htm

PRE-EFFECTIVE AMENDMENT NO. 2 3 TO FORM S-1

with the U.S. Securities and Exchange Commission on December 16, 2021 January 6, 2022

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NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGES 68-70.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE

FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL

POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE

DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGES 68-70 69-70 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT

OF YOUR INITIAL INVESTMENT, AT PAGES 69-70.

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PART ONE - OFFERED SERIES DISCLOSURE

Important Information About the Funds

The Sponsor and the Commodity Sub-Adviser

Purchases and Sales in the Secondary Market

Creation and Redemption Transactions

Important Tax Information

Business 3 changes

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Sub-Advisory Agreement" means the sub-advisory agreement between Volatility Shares and Milliman "Creation Unit" means aggregations of specified numbers of Shares for which a Fund offers, issues and redeems Shares means U.S. Bank National Association means Delaware Statutory Trust Act means The Depository Trust Company, a limited-purpose trust company "DTC Participants" means those participants who utilize the facilities of DTC means the European Union means CBOE BZX Exchange, Inc. "FCM" means a Futures Commission Merchant "FINRA" means the Financial Industry Regulatory Authority The "Fund" means either SVIX or UVIX The "Funds" mean both SVIX and UVIX "Fund Accountant" means U.S. Bancorp Fund Services LLC "Fund Accounting Agreement" means the fund accounting servicing agreement between the Trust and USBFS the Short Index (as defined herein) or the Long Index (as defined herein), as the context requires means Volatility Shares LLC means the Long VIX Futures Index means Foreside Fund Services, LLC or "Milliman FRM" means Milliman Financial Risk Management LLC net asset value "NFA" means The National Futures Association "Non-U.S. Shareholder" means a Fund shareholder who is a nonresident alien or foreign entity means the National Securities Clearing Corporation means the New York Stock Exchange over-the-counter means the written agreement between and Authorized Participant and the Fund or one of its service providers that allows the Authorized Participant to place orders for the purchase or redemption of Creation Units means the Funds' prospectus dated November 30, 2021, as it may be revised from time to time the U.S. Securities and Exchange Commission the shares of the Fund means the Short VIX Futures Index means U.S. Bancorp Fund Services LLC "Sub-Administration Agreement" means the fund sub-administration servicing agreement between the Trust and UFBFS means -1x Short VIX Futures ETF means U.S. Bancorp Fund Services LLC means the Business Day on which an order to purchase or redeem Creation Units is received in proper form means the VS Trust means U.S. Bancorp Fund Services LLC "UVIX" means 2x Long VIX Futures ETF "VIX" means CBOE Volatility Index "VIX Futures Contracts" means exchange-listed futures contracts based on the VIX "Volatility Shares" means Volatility Shares LLC PART ONE OFFERED SERIES DISCLOSURE SUMMARY Investors should read the following summary together with the more detailed information in this Prospectus before investing in 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. .

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More detailed information about the construction

construction of the Index can be found on page 40 41 under Description of the Funds' Indexes - The Short VIX Futures Index .

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Risk factors 2 changes

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and (13) the inability to fully access the VIX futures contract market because of the limitation described under "Summary - Fund Rebalancing" on p. __. 17.

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below its settlement on the previous business day (its most significant single day decline since its inception). If SVIX had met its investment objective corresponding to the performance of the Short Index on that day, SVIX may have lost that amount equaling 41.64% before fees and expenses in a single day. It is not possible to predict when sudden large changes in the daily movement of a benchmark may occur and future changes may be significantly larger than historic changes.

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Forward-looking statements 70 changes

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The tables below show performance examples of

of the how compounding impacts: i) an inverse daily rebalanced investment that references an index over periods longer than one day (Figure 1); and ii) a 2x daily rebalanced investment referencing an index over periods longer than one day (Figure 2). Areas shaded lighter represent those scenarios where a hypothetical fund that seeks daily inverse or daily 2x returns of an index will return the same or outperform (i.e., return more than) the inverse or 2x of the index performance over one year; conversely, areas shaded darker represent those scenarios where the hypothetical fund will underperform (i.e., return less than) the inverse or 2x of the index perrformance performance over one year.

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

*This account did not trade between the months of February 2018 through April 2018 PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS Name of Pool:

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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-18.37% (March 2020 to May 2021)

-18.91% (March 2020 to October 2021)

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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-5.14% (February 2016 to August 2021)

Transamerica American Funds

-5.23% (February 2016 to October 2021)

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Transamerica American Funds Managed Risk VP Fund*

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Net Asset Value as of September 30, October 31, 2021:

Net Asset Value per share as of September 30, October 31, 2021:

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Transamerica Morgan Stanley

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Transamerica Morgan Stanley Global Allocation Managed Risk Balanced*

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Net Asset Value as of September 30, October 31, 2021:

Net Asset Value per share as of September 30, October 31, 2021:

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Managed Risk Asset Allocation*

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

American Funds Insurance Series Managed Risk Asset Allocation*

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Net Asset Value as of September 30, October 31, 2021:

Net Asset Value per share as of September 30, October 31, 2021:

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Managed Risk Growth*

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

American Funds Insurance Series Managed Risk Growth*

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Net Asset Value as of September 30, October 31, 2021:

Net Asset Value per share as of September 30, October 31, 2021:

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-9.58% (May 2015 to February 2016)

Managed Risk Growth Income*

-9.29% (August 2018 to December 2018)

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

American Funds Insurance Series Managed Risk Growth Income*

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Net Asset Value as of September 30, October 31, 2021:

Net Asset Value per share as of September 30, October 31, 2021:

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-9.07% (May 2015 to February 2016)

Managed Risk International*

-8.72% (September 2018 to December 2018)

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

American Funds Insurance Series Managed Risk International*

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Net Asset Value as of September 30, October 31, 2021:

Net Asset Value per share as of September 30, October 31, 2021:

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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Net Asset Value as of September October

Net Asset Value per share as of September 30, October 31, 2021:

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American Funds Insurance Series

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

American Funds Insurance Series Portfolio Series Managed Risk Growth and Income* Type of Pool:

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Net Asset Value as of September 30, October 31, 2021:

Net Asset Value per share as of September 30, October 31, 2021:

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American Funds Insurance Series

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

American Funds Insurance Series Portfolio Series Managed Risk Global Allocation* Type of Pool:

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Net Asset Value as of September 30, October 31, 2021:

Net Asset Value per share as of September 30, October 31, 2021:

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American Funds Insurance Series

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

American Funds Insurance Series Portfolio Series Managed Risk Growth*

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Net Asset Value as of September 30, October 31, 2021:

Net Asset Value per share as of September 30, October 31, 2021:

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

MD&A 5 changes

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As a newly operating Funds, the Funds do not yet

have any accounting or performance history.

The Funds are newly formed and have no operating

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Code generally requires that items of partnership income and deductions be allocated between transferors and transferees of partnership interests on a daily basis. It is possible that transfers of Shares could be considered to occur for U.S. federal income tax purposes when the transfer is completed without regard to the Fund's monthly convention for allocating income and deductions. If this were to occur, a Fund's allocation method might be deemed to violate that requirement.

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calculations under Section 754 of the Code are complex, and there is little legal authority concerning the mechanics of the calculations, particularly in the context of publicly traded partnerships. Therefore, in making the election under Section 754 of the Code, a Fund applies certain conventions in determining and allocating the Section 743 basis adjustments to help reduce the complexity of those calculations and the resulting administrative costs to the Fund. It is possible that the IRS will successfully assert that some or all of such conventions utilized by a Fund do not satisfy the technical requirements of the Code or the Regulations and, thus, will require different basis adjustments to be made.

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Use of proceeds 10 changes

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in March 2008 and has served as a Principal and Managing Director - Head of Capital Markets since March 2008. In that role, he manages the trading teams in Sydney, London, and Chicago that execute OTC and exchange-traded derivatives and equity transactions on behalf of investment advisory clients. Mr. Kelkar's registration Kelkar was approved as: a principal on October 13, 2011; an associated person on October 18, 2011; an NFA associate member on October 18, 2011 and a swap associated person on March 15, 2013.

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in June 1998 as an Associate Actuary. He became a Principal in March 2002. He has served as Chairman of the Board of Directors of Milliman, Inc., the parent company of the Commodity Sub-Adviser since February 2015. In those roles, He grew the business from its inception and oversaw its expansion into investment advisory services and licensing of risk management technology products. Mr. Mungan's registration Mungan was approved as: a principal on December 21, 2012; an associated person on October 11, 2013; and an NFA associate member on October 11, 2013.

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in April 2002 as an Associate Actuary, became an Actuary in August 2002, and has held the title Principal and Consulting Actuary since March 2007. In those roles, he developed and implemented outsourced hedging programs for number clients. He was also the lead consultant/client manager for numerous hedging, asset management, and consulting clients. Mr. Nandi's registration Nandi was approved as: an NFA associate member on May 23, 2012; an associated person on June 27, 2012; an NFA associate member on June 27, 2012; and a prinipcal on June 27, 2012;

an NFA associate member on June 27, 2012; and a principal on June 27, 2012.

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in October 2003 as an Associate Actuary, became an Actuary in July 2006, and has been a Principal since September 2008. In those roles, he has engaged in product design and development of equity-based guarantee products as well as developing hedging strategies for a range of U.S., Canadian, and multinational insurance companies. He has also managed the operations of hedge programs of several large life insurers and re-insurers and has advised many companies on issues related to regulatory and economic capital. Mr. Patel's registration Patel was approved as: a principal on November 20, 2012; an associated person on February 25, 2014; and an NFA associate member on February 25, 2014.

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in March 2012 as Compliance Counsel, and has served as the Commodity Sub-Adviser's Chief Compliance Officer since September 2014, and Milliman, Inc.'s Chief Compliance Officer since May 2016. In that role, she is responsible for ensuring that Milliman, Inc. and its affiliates comply with applicable laws and regulations on a global basis. Ms. Puz's registration Puz was approved as a principal on December 2, 2014.

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in January 2005 as an Intern, became an Actuarial Student in August 2005, an Actuarial Analyst in January 2006, a Portfolio Manager in January 2012, a Principal in March 2013, and has been Principal and Managing Director - Head of Fund Services since January 2017. In that role, he oversees a team that analyzes and implements risk management strategies, and performs research on volatility and asset return distributions. Mr. Schenck's registration was approved as: an NFA associate member on October 23, 2013; an associated person on November 13, 2013; and a principal on October 24, 2018.

In that role, he oversees a team that analyzes and implements risk management strategies, and performs research on volatility and asset return distributions.

Mr. Schenck was approved as: an NFA associate member on October 23, 2013; an associated person on November 13, 2013; and a principal on October 24, 2018.

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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. Accordingly, one Fund could cause another Fund (to the extent that together they exceed the VIX futures contracts limit of 10% of all VIX futures contracts traded on CFE) to limit that Fund's participation in futures contracts. Althought Although the Sponsor will seek to utilize investment techniques that mitigate any impacts, there is no guarantee that one or both Funds performance could be adversely affected as a result.

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Plan of distribution 9 changes

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The Trust has filed a Registration Statement on

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 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.

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INFORMATION NOT REQUIRED IN PROSPECTUS

FINANCIAL INFORMATION

Audited Financial Statements as of December

Report of Independent Registered Public

Statements of Financial Condition:

-1x Short VIX Futures

ETF, 2x Long VIX Futures ETF and VS Trust

Other Expenses of Issuance and Distribution 2 changes

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Securities and Exchange Commission Registration Fee

Fees of Certified Public Accountants

Exhibits 26 changes

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Restated Certificate of Trust

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Opinion of Chapman & Cutler LLP as to legality

Opinion of Richards, Layton & Finger, P.A. as to

Opinion of Chapman & Cutler LLP as to income tax

of Sponsor Agreement

of Transfer Agency Servicing Agreement

of Custody Agreement

of Marketing Agent Agreement

of Futures Account Agreement

of Administration Servicing Agreement

of Sub-Administration Servicing Agreement

of Fund Accounting Servicing Agreement

Sub-Advisory Agreement

Consent of Chapman & Cutler LLP

Consent of Richards, Layton & Finger, P.A.

Consent of Tait, Weller & Baker LLP

* Previously submitted.

** To be filed by amendment.

Form of Opinion of Richards, Layton & Finger, P.A. as to legality and Delaware law 8.1** Form of Opinion of Chapman & Cutler LLP as to income tax matters of Sponsor Agreement of Transfer Agency Servicing Agreement of Custody Agreement of Marketing Agent Agreement of Futures Account Agreement of Administration Servicing Agreement of Sub-Administration Servicing Agreement of Fund Accounting Servicing Agreement 10.9* Commodity Sub-Advisory Agreement 23.1** Consent of Chapman & Cutler LLP as tax counsel is included as part of Exhibit 8.1 23.1** Consent of Richards, Layton & Finger, P.A. is included as part of Exhibit 5.1 23.2** Consent of Tait, Weller & Baker LLP * Previously submitted.

The following financial

statements are included in the Prospectus:

Short VIX Futures ETF

Long VIX Futures ETF

Financial Statements as of December 31, 2021 and 2020

of Independent Registered Public Accounting Firm

of Financial Condition

Undertakings 1 change

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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Palm Beach Gardens, State of Florida, on December 16, 2021. January 6, 2022.

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