VS Trust: securities offering (amended)

What changed since the last draft

12 changes since the S-1/A filed Jan 20, 2022

Compared with the S-1/A 0001213900-22-002814, filed Jan 20, 2022.

1. New Risk factors

   Potential negative impact from rolling futures positions; there have been extended periods in the past where…

   Each Fund intends to, or may, have exposure to VIX futures contracts and each Fund is subject to risks related to "rolling" such futures contracts, which is the process by which a Fund closes out a futures position…

   From the filings

   Now

   Potential negative impact from rolling futures positions; there have been extended periods in the past where the investment strategies utilized by the Funds have caused significant and sustained losses. Each Fund intends to, or may, have exposure to VIX futures contracts and each Fund is subject to risks related to "rolling" such futures contracts, which is the process by which a Fund closes out a futures position prior to its expiration month and purchases an identical futures contract with a later expiration date. The Funds do not intend to hold futures contracts through expiration, but instead intend to "roll" their respective positions as they approach expiration. The contractual obligations of a buyer or seller holding a futures contract to expiration may be satisfied by settling in cash as designated in the contract specifications. As explained further below, the price of futures contracts farther from expiration may be higher (a condition known as "contango") or lower (a condition known as "backwardation"), which can impact the Funds' returns. When the market for these futures contracts is such that the prices are higher in the more distant delivery months than in the nearer delivery months, the sale during the course of the "rolling process" of the more nearby futures contract would take place at a price that is lower than the price of the more distant futures contract. This pattern of higher prices for longer expiration futures contracts is often referred to as "contango." Alternatively, when the market for these futures contracts is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the "rolling process" of the more nearby futures contract would take place at a price that is higher than the price of the more distant futures contract. This pattern of higher prices for shorter expiration futures contracts is referred to as "backwardation." The presence of contango in certain futures contracts…

2. New Risk factors

   Futures markets are highly volatile, and may become more volatile during periods of general market and/or…

   VIX futures contracts in particular have been subject to periods of sudden and extreme volatility.

   From the filings

   Now

   Futures markets are highly volatile, and may become more volatile during periods of general market and/or economic volatility, and the use of or exposure to futures contracts may increase volatility of a Fund's NAV. VIX futures contracts in particular have been subject to periods of sudden and extreme volatility. As a result, margin requirements for VIX futures contracts are higher than those for most other types of futures contracts. In addition, the FCMs utilized by the Funds may impose margin requirements in addition to those imposed by the clearinghouse. Margin requirements are subject to change, and may be raised in the future by either or both of the clearinghouse and the FCMs. High margin requirements could prevent a Fund from obtaining sufficient exposure to VIX futures contracts and may adversely affect a Fund's ability to achieve its investment objective. An FCM's failure to return required margin to a Fund on a timely basis may cause such Fund to delay redemption settlement dates and/or restrict, postpone or limit the right of redemption.

3. Removed Risk factors

   The Long Index has an inception date of October 8, 2021 and, accordingly, does not yet have historical…

   SVIX seeks daily investment results, before fees and expenses, that correspond to the performance of the Short Index for a single day.

   From the filings

   Before

   The Long Index has an inception date of October 8, 2021 and, accordingly, does not yet have historical performance that can provide an example of such a loss. SVIX seeks daily investment results, before fees and expenses, that correspond to the performance of the Short Index for a single day. SVIX utilizes short positions in VIX futures contracts in seeking to achieve its investment objective and will lose money in market environments adverse to its daily investment objective. The use of short positions increases risk and could result in the total loss of an investor's investment within a single day. SVIX's investments in short positions generally requires a small investment relative to the amount of investment exposure assumed. As a result, such investments may give rise to losses that far exceed the amount invested in those instruments. For example, because SVIX includes a minus one ( -1x ) multiplier, a single -day movement in the Index approaching 100% at any point in the day could result in the total loss or almost total loss of an investment in the Fund if that movement is contrary to the investment objective of SVIX. In the case where a single -day movement in the Short Index is contrary to the investment objective of the SVIX Fund and approaches 100% at any point during the day, the SVIX Fund may buy back a significant portion of its short VIX futures position which may result in the total loss or almost total loss of an investment in the Fund, even if the Index subsequently moves in an opposite direction. The Short Index settled on March 16, 2020 41.64% 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…

4. New MD&A

   New period: quarter ended December 31, 2021

   This draft adds figures for the quarter ended December 31, 2021.

   From the filings

   Now

   (5) Based on applying the average three month Treasury Bill rate for the quarter ended December 31, 2021.

5. Changed Risk factors

   The Funds may be highly volatile and generally are intended for short -term investment purposes only.

   Adds "("Regulatory Bodies")"; drops "Recent market volatility, particularly from January 2020 through May 2020, that is…".

   From the filings

   Before

   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. In addition to the risks described elsewhere in this "Risk Factors" section, the following risks apply to the Funds. From time to time, global financial markets experience periods of unprecedented turmoil. During these periods, the financial sector may result in reduced or altered liquidity in the markets and an unusually high degree of volatility, both domestically and internationally. In addition, events such as earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters, may have broad adverse social, political, and economic effects on the global economy, which could negatively impact the value of a Fund's investments. The potential for market turbulence may have an adverse effect on the value of a Fund's investments. In the past (between 2007 and 2009) and more recently in 2020, instability in the financial markets led the United States and other governments to take a number of unprecedented actions designed to support certain financial and other institutions and certain segments of the financial markets. Federal, state, and foreign governments, regulatory agencies and self -regulatory organizations have taken, and could take in the future, actions that…

   Now

   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. In addition to the risks described elsewhere in this "Risk Factors" section, the following risks apply to the Funds. From time to time, global financial markets experience periods of unprecedented turmoil. During these periods, the financial sector may result in reduced or altered liquidity in the markets and an unusually high degree of volatility, both domestically and internationally. In addition, events such as earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters, may have broad adverse social, political, and economic effects on the global economy, which could negatively impact the value of a Fund's investments. The potential for market turbulence may have an adverse effect on the value of a Fund's investments. In the past (between 2007 and 2009) and more recently in 2020, instability in the financial markets led the United States and other governments to take a number of unprecedented actions designed to support certain financial and other institutions and certain segments of the financial markets. Federal, state, and foreign governments, regulatory agencies and self -regulatory organizations ("Regulatory Bodies") have taken, and could take in the…

6. Changed Risk factors

   Recent market volatility, particularly from January 2020 through the date of this Prospectus, that is…

   Adds "Long"; drops "Short".

   From the filings

   Before

   Recent market volatility, particularly from January 2020 through the date of this Prospectus, that is seemingly the result of the negative impacts of COVID -19 on global and domestic markets and the response thereto by governments and their central banks, has acutely affected the performance of each Index over those periods. The following chart shows the performance of the Short Index since its inception and also the performance of the VIX over the same period. The Short Index has an inception date of November 22, 2019. The Long Index has an inception date of October 8, 2021 and, accordingly, has not yet had a full calendar quarter as of the date of this Prospectus.

   Now

   Recent market volatility, particularly from January 2020 through the date of this Prospectus, that is seemingly the result of the negative impacts of COVID -19 on global and domestic markets and the response thereto by governments and their central banks, has acutely affected the performance of each Index over those periods. The following chart shows the performance of the Long Index and the Short Index (each from the first full calendar month of performance after their inception) and the VIX, all through the year -ended December 2021. The Short Index has an inception date of November 22, 2019. The Long Index has an inception date of October 8, 2021.

7. Changed Risk factors

   The use of leveraged or inverse positions increases risk and could result in the total loss of an investor's…

   Adds "SVIX seeks daily investment results, before fees and expenses, that correspond to the…".

   From the filings

   Before

   The use of leveraged or inverse positions increases risk and could result in the total loss of an investor's investment within a single day. UVIX seeks investment results, before fees and expenses, that correspond to twice the performance of the Long Index for a single day. UVIX utilizes leverage in seeking to achieve its investment objective and will lose more money in market environments adverse to its daily investment objective than funds that do not employ leverage. The use of leveraged positions increases risk and could result in the total loss of an investor's investment within a single day. The more UVIX invests in leveraged positions, the more this leverage will magnify any losses on those investments. UVIX's investments in leveraged positions generally requires a small investment relative to the amount of investment exposure assumed. As a result, such investments may give rise to losses that far exceed the amount invested in those instruments. For example, because UVIX includes a two times (2x) multiplier, a single -day movement in the Long Index approaching 50% at any point in the day could result in the total loss or near total loss of an investment in the Fund if that movement is contrary to the investment objective of UVIX. In the case where a single -day movement in the Long Index is contrary to the investment objective of the UVIX Fund and approaches 50% at any point during the day, UVIX may sell a significant portion of its leveraged long VIX futures position which may result in the total loss or almost total loss of an investment in the Fund, even if the Long Index subsequently moves in an opposite direction.

   Now

   The use of leveraged or inverse positions increases risk and could result in the total loss of an investor's investment within a single day. UVIX seeks investment results, before fees and expenses, that correspond to twice the performance of the Long Index for a single day. UVIX utilizes leverage in seeking to achieve its investment objective and will lose more money in market environments adverse to its daily investment objective than funds that do not employ leverage. The use of leveraged positions increases risk and could result in the total loss of an investor's investment within a single day. The more UVIX invests in leveraged positions, the more this leverage will magnify any losses on those investments. UVIX's investments in leveraged positions generally requires a small investment relative to the amount of investment exposure assumed. As a result, such investments may give rise to losses that far exceed the amount invested in those instruments. For example, because UVIX includes a two times (2x) multiplier, a single -day movement in the Long Index approaching 50% at any point in the day could result in the total loss or near total loss of an investment in the Fund if that movement is contrary to the investment objective of UVIX. In the case where a single -day movement in the Long Index is contrary to the investment objective of the UVIX Fund and approaches 50% at any point during the day, UVIX may sell a significant portion of its leveraged long VIX futures position which may result in the total loss or almost total loss of an investment in the Fund, even if the Long Index subsequently moves in an opposite direction. SVIX seeks daily investment results, before fees and expenses, that correspond to the performance of the Short Index for a single day. SVIX utilizes short positions in VIX futures contracts in seeking to achieve its investment objective and will lose money in market environments adverse to its daily investment objective. The use of short…

8. Changed Risk factors

   The prices of futures contracts based on a non -investable index such as the VIX may behave differently from…

   Drops "The Funds invest in or have exposure to VIX futures contracts and are subject to risks…".

   From the filings

   Before

   The prices of futures contracts based on a non -investable index such as the VIX may behave differently from the prices of futures contracts whose settlement price is based on a tradeable asset. The performance of the Short Index is based on the value of the VIX short -term futures contracts that comprise the Short Index. While there is a relationship between the performance of the Short Index and future levels of the VIX, the performance of the Short Index is not directly linked to the inverse performance of the VIX, to the realized volatility of the S&P 500 or to the options that underlie the calculation of the VIX. As a result, the Short Index and the Fund should be expected to perform very differently from the inverse performance of either the VIX or a portfolio of short -term VIX futures contracts over all periods of time. In many cases, the Short Index and the Fund will underperform the inverse of the VIX. Further, the performance of the Short Index and the Fund should not be expected to represent the realized volatility of the S&P 500 or the inverse thereof. As noted, the Fund is benchmarked against an underlying index of VIX short -term futures contracts. The value of a VIX futures contract is based on the expected value of the VIX at a future point in time, specifically the expiration date of the VIX futures contract. Therefore, a VIX futures contract represents the forward implied volatility of the VIX, and the forward implied volatility of the S&P 500, over the 30 -day period following the expiration of such contract. As a result, a change in the VIX today will not necessarily result in a corresponding movement in the price of VIX futures contracts since the price of the VIX futures contracts is based on expectations of the performance of the VIX at a future point in time. For example, a VIX futures contract purchased in March that expires in May, in effect, is a forward contract on what the level of the VIX, as a measure of 30 -day implied volatility…

   Now

   The prices of futures contracts based on a non -investable index such as the VIX may behave differently from the prices of futures contracts whose settlement price is based on a tradeable asset. The performance of the Short Index is based on the value of the VIX short -term futures contracts that comprise the Short Index. While there is a relationship between the performance of the Short Index and future levels of the VIX, the performance of the Short Index is not directly linked to the inverse performance of the VIX, to the realized volatility of the S&P 500 or to the options that underlie the calculation of the VIX. As a result, the Short Index and the Fund should be expected to perform very differently from the inverse performance of either the VIX or a portfolio of short -term VIX futures contracts over all periods of time. In many cases, the Short Index and the Fund will underperform the inverse of the VIX. Further, the performance of the Short Index and the Fund should not be expected to represent the realized volatility of the S&P 500 or the inverse thereof. As noted, the Fund is benchmarked against an underlying index of VIX short -term futures contracts. The value of a VIX futures contract is based on the expected value of the VIX at a future point in time, specifically the expiration date of the VIX futures contract. Therefore, a VIX futures contract represents the forward implied volatility of the VIX, and the forward implied volatility of the S&P 500, over the 30 -day period following the expiration of such contract. As a result, a change in the VIX today will not necessarily result in a corresponding movement in the price of VIX futures contracts since the price of the VIX futures contracts is based on expectations of the performance of the VIX at a future point in time. For example, a VIX futures contract purchased in March that expires in May, in effect, is a forward contract on what the level of the VIX, as a measure of 30 -day implied volatility…

9. Changed Risk factors

   Margin requirements for VIX futures contracts and position limits imposed by FCMs and Exchanges may limit a…

   Adds "Each"; drops "The term "margin" refers to the minimum amount a".

   From the filings

   Before

   Margin requirements for VIX futures contracts and position limits imposed by FCMs and Exchanges may limit a Fund's ability to achieve sufficient exposure and prevent a Fund from achieving its investment objective. The term "margin" refers to the minimum amount a Fund must deposit and maintain with its FCM in order to establish an open position in futures contracts. The minimum amount of margin required in connection with a particular futures contract is set by the exchange on which such contract is traded and is subject to change at any time during the term of the contract. Futures contracts are customarily bought and sold on margins that represent a percentage of the aggregate purchase or sales price of the contract. When a Fund has an open futures contract position, it is subject to at least daily variation margin calls by an FCM that could be substantial in the event of adverse price movements. Because futures contracts may require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage. A Fund with open positions is subject to maintenance or variance margin on its open positions. If a Fund has insufficient cash to meet daily variation margin requirements, it may need to buy or sell Financial Instruments at a time when such purchases or sales are disadvantageous. Futures markets are highly volatile and the use of or exposure to futures contracts may increase volatility of a Fund's NAV. VIX futures contracts in particular have been subject to periods of sudden and extreme volatility. As a result, margin requirements for VIX futures contracts are higher than those for most other types of futures contracts. In addition, the FCMs utilized by a Fund may impose margin requirements in addition to those imposed by the exchange. Margin requirements are subject to change, and may be raised in the future by either or both the exchange and the FCMs. High margin requirements could prevent a Fund from obtaining sufficient…

   Now

   Margin requirements for VIX futures contracts and position limits imposed by FCMs and Exchanges may limit a Fund's ability to achieve sufficient exposure and prevent a Fund from achieving its investment objective. Each Fund may enter into written agreements with one or more FCMs governing the terms of the Fund's futures transactions cleared by such FCM. Because futures contracts typically require only a relatively small initial investment, they may involve a high degree of leverage. A Fund must provide margin when it invests in a futures contract. Such margin requirements are subject to change suddenly and without warning at any time during the term of the contract and could be substantial in the event of adverse price movements or volatility. High margin requirements could prevent a Fund from obtaining sufficient exposure to futures contracts and may prevent or have a significant adverse impact on a Fund's ability to achieve its investment objective. If a margin call is not met within a reasonable time, an FCM may close out a Fund's position which may prevent the Fund from achieving its investment objective. If a Fund has insufficient cash to meet daily margin requirements, it may need to sell Financial Instruments at a time when such sales are disadvantageous. An FCM's failure to return required margin to a Fund on a timely basis may cause the Fund to delay redemption settlement dates and/or restrict, postpone or limit the right of redemption and could also have a negative impact on a Fund's ability to achieve its investment objective. Exchanges impose futures contract position limits and accountability levels on the Funds and the Funds may be subject to new or more restrictive position limits or accountability levels in the future. If a Fund reaches a position limit or accountability level or becomes subject to a daily limit, its ability to issue new Creation Units or reinvest in additional commodity futures contracts may be limited to the extent these…

10. New Plan of distribution

    NEITHER THE TRUST NOR THE FUNDS ARE MUTUAL FUNDS OR ANY OTHER TYPE OF INVESTMENT COMPANY AS DEFINED IN THE…

    New paragraph in Plan of distribution.

    From the filings

    Now

    NEITHER THE TRUST NOR THE FUNDS ARE MUTUAL FUNDS OR ANY OTHER TYPE OF INVESTMENT COMPANY AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940 (THE "1940 ACT"), AND NEITHER IS SUBJECT TO REGULATION THEREUNDER. SHAREHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN AN INVESTMENT COMPANY REGISTERED UNDER THE 1940 ACT. SEE RISK FACTOR ENTITLED "SHAREHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN AN INVESTMENT COMPANY REGISTERED UNDER THE 1940 ACT" IN PART ONE OF THIS PROSPECTUS FOR MORE INFORMATION.

11. Changed Forward-looking statements

    A Fund will lose money if its Index's performance is flat over time, and a Fund can lose money regardless of…

    Drops "There can be no assurance that a Fund will achieve its investment objective or avoid…".

    From the filings

    Before

    There can be no assurance that a Fund will achieve its investment objective or avoid substantial losses. A Fund does not seek to achieve its stated investment objective over a period of time greater than a single day because mathematical compounding prevents a Fund from achieving such results. Results for the Fund over periods of time greater than a single day should not be expected to be a simple return of the Index. The Fund's returns will likely differ in amount and possibly even direction from the inverse of (or twice) either the VIX or a portfolio of short -term VIX futures contracts over the same period. These differences can be significant. A Fund will lose money if its Index's performance is flat over time, and a Fund can lose money regardless of the performance of its Index, as a result of daily rebalancing, fees, an Index's volatility, compounding and other factors. Daily compounding of a Fund's investment returns can dramatically and adversely affect its longer -term performance, especially during periods of high volatility. Volatility has a negative impact on ta Fund's performance and may be at least as important to a Fund's return for a period as the return of its Index.

    Now

    A Fund will lose money if its Index's performance is flat over time, and a Fund can lose money regardless of the performance of its Index, as a result of daily rebalancing, fees, an Index's volatility, compounding and other factors. Daily compounding of a Fund's investment returns can dramatically and adversely affect its longer -term performance, especially during periods of high volatility. Volatility has a negative impact on ta Fund's performance and may be at least as important to a Fund's return for a period as the return of its Index.

12. New Use of proceeds

    Chang Kim holds a BA in Film Studies from Yale University.

    New paragraph in Use of proceeds.

    From the filings

    Now

    Chang Kim holds a BA in Film Studies from Yale University. From January 2021 to December 2021, he served as the CEO of The Library Shop, Inc. (overseeing operations at an e -commerce business); from September 2009 to December 2020, he served as a Portfolio Manager and the COO at Global X Management Company LLC (overseeing operations at an ETF sponsor).

Compared by code from the two drafts’ text: offering terms first, then sections and risk factors added or removed, numbers that moved, and rewording. No model wrote this list. Not investment advice.