Exhibit
10.9


 


COMMODITY SUB-ADVISERY AGREEMENT


 


AGREEMENT dated as of the ____________,
between Volatility Shares, LLC, a limited liability company with its principal place of business in New York (herein called the “Sponsor”),
and ______________ a __________________ with its principal place of business in _________(herein called the “Commodity Sub-Adviser”)
(the “Agreement”).


 


WHEREAS, the Sponsor is the sponsor
of VS Trust, a Delaware statutory trust (herein called the “Trust”), a trust that will issues publicly offered shares in exchange-traded
investment products;


 


WHEREAS, the Sponsor wishes to
retain the Commodity Sub-Adviser to assist the Sponsor in providing advisory services in connection with such series of the Trust as now
or hereafter may be identified on Exhibit B hereto as such schedule may be amended from time to time with the consent of the parties hereto
(each herein called a “Fund”); and


 


WHEREAS, the Commodity Sub-Adviser
is willing to provide such services to the Sponsor upon the terms and conditions and for the compensation set forth below.


 


NOW, THEREFORE, in consideration
of the premises and mutual covenants herein contained, and intending to be legally bound hereby, it is agreed between the parties hereto
as follows:


 


1. Appointment.
Sponsor hereby appoints Commodity Sub-Adviser to provide Commodity Sub-Advisory services to each Fund identified in Exhibit B in the management
of each Fund’s commodity investments for the period commencing on the Effective Date and Time (as defined in Section 13 below)
and on the terms set forth in this Agreement. Commodity Sub-Adviser accepts such appointment and agrees to furnish the services herein
set forth for the compensation herein provided.


 


2. Services
to be Performed. Subject always to the supervision of Sponsor, Commodity Sub-Adviser will furnish an investment program in respect
of, make investment decisions for, and place all orders for the purchase and sale of futures contracts, forward contracts, options contracts,
swap contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in
the Fund’s effective registration statement (the “Registration Statement”), consistent with the investment objectives
and restrictions of the Fund described therein. In the performance of its duties, Commodity Sub-Adviser will satisfy its fiduciary duties
to the Fund, will select and monitor the Fund’s investments in Commodity Interests and will comply with the provisions of the Fund’s
Trust Agreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended
from time to time (to the extent Commodity Sub-Adviser has been notified in writing of such amendments at least 90 days prior to effectiveness),
and the Fund’s investment objectives, policies and restrictions as disclosed in the Registration Statement, as such investment objectives,
policies and restrictions may be amended from time to time (to the extent Commodity Sub-Adviser has been notified in writing of such amendments
at least 90 days prior to effectiveness). Sponsor will provide Commodity Sub-Adviser with current copies of the Fund’s organizational
documents, prospectus and any amendments thereto, and any written objectives (as contained in the investment guidelines, if any), policies,
procedures or limitations not appearing therein as they may be relevant to Commodity Sub-Adviser’s performance under this Agreement,
all of which will be binding on Commodity Sub-Adviser upon receipt thereof from Sponsor at least 90 days prior to effectiveness. Commodity
Sub-Adviser and Sponsor will each make its officers and employees available to the other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Commodity Sub-Adviser will
report to Sponsor with respect to Commodity Sub-Adviser’s services hereunder.


 






     


     


    

 


All commissions and expenses arising from the trading
of Commodity Interests, or other transactions in the course of the administration of the Fund’s account, shall, with the written
agreement of Sponsor, be charged to the Fund’s account with its clearing broker(s). If requested by Commodity Sub-Adviser, Sponsor
shall deliver to Commodity Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Commodity Sub-Adviser as
the Fund’s agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Fund. All trades for the account
of the Fund directed by Commodity Sub-Adviser shall be made through such clearing broker or brokers as agreed between Sponsor and Commodity
Sub-Adviser (each, a “clearing broker”). Notwithstanding the foregoing, Commodity Sub-Adviser may place orders for
Commodity Interest transactions for the Fund through executing brokers or floor brokers selected by Commodity Sub-Adviser and may execute
on behalf of the Fund “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity
Sub-Adviser will provide Sponsor and the Fund on a quarterly basis with a list of the executing brokers or floor brokers Commodity Sub-Adviser
is then using, and Sponsor may, within 5 days of receiving such list after consultation with Commodity Sub-Adviser, object to the use
of an executing broker or floor broker because the Sponsor reasonably believes the use of such executing broker or floor broker would
be detrimental to the Fund and its investors, and Commodity Sub-Adviser shall cease using such broker on behalf of the Fund. Any over-the-counter
contracts in Commodity Interests transacted for the Fund’s account will be effected through the clearing broker or its affiliates,
as agreed upon between Commodity Sub-Adviser and Sponsor. Commodity Sub-Adviser from time to time may select other dealers through which
any such contracts will be traded, with the prior written consent of Sponsor.


 


Commodity Sub-Adviser further agrees that it:


 


		(a)	will use the same degree of skill and care in providing such services as it uses in providing services to
fiduciary accounts for which it has investment responsibilities;



 


		(b)	will conform to all applicable rules and regulations of the United States Commodity Futures Trading Commission
(the “CFTC”) in all material respects and in addition will conduct its activities under this Agreement in accordance
with any applicable regulations of any governmental or self-regulatory authority pertaining to its commodity trading advisory activities;



 






    2


     


    

 


		(c)	will report regularly to Sponsor and will make appropriate persons available for the purpose of reviewing
with representatives of Sponsor on a regular basis the management of the Fund’s Commodity Interests, including, without limitation,
review of the general investment strategies of the Fund with respect to Commodity Sub-Adviser’s management of the Fund’s Commodity
Interests and the performance of the Fund’s Commodity Interests in relation to standard industry indices and passively managed commodity
index tracking funds and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably
requested by Sponsor;



 


		(d)	will not, without the prior written approval of Sponsor, materially deviate or change the Fund’s guidelines
governing diversification, concentration and portfolio rebalancing of the Fund’s investments in individual commodities and commodity
groups;



 


		(e)	will monitor the pricing of the Fund’s Commodity Interests, and events relating to the commodity markets
in which the Fund trades, and will notify Sponsor promptly of any market events or other situations that come to its attention (particularly
those that may occur after the close of a foreign market in which the Fund’s Commodity Interests may primarily trade but before
the time at which the Fund’s Commodity Interests are priced on a given day) that may materially impact the pricing of one or more
of the Fund’s Commodity Interests. In addition, Commodity Sub-Adviser will assist Sponsor in evaluating the impact that such an
event may have on the net asset value of the Fund and in determining a recommended fair value of the affected asset or assets; and



 


		(f)	will prepare such books and records with respect to the Fund’s Commodity Interests as reasonably requested
by Sponsor and will furnish Sponsor such periodic and special reports as Sponsor may reasonably request.



 


3. Preparation
of Materials. Commodity Sub-Adviser will cooperate with the Fund in the Fund’s endeavors to prepare and update, or cause to
be prepared and updated, if necessary, the Registration Statement and a prospectus and disclosure document included therein (the “Prospectus”),
promotional brochures or other marketing materials as well as any other materials reasonably requested or required by Sponsor in connection
with the organization, operation, or marketing of the Fund or the registration or renewal of registration of the Shares (as defined in
the Prospectus) for sale to the public in all applicable jurisdictions (collectively, with the Registration Statement and Prospectus,
the “Materials”). In this regard, Commodity Sub-Adviser will furnish to Sponsor such information as may be reasonably
requested for inclusion in such Materials. Moreover, Commodity Sub-Adviser agrees to provide to Sponsor such information as Sponsor requests
in order for Sponsor to make all necessary disclosures regarding Commodity Sub-Adviser, its principals, its trading performance, customer
accounts and otherwise as are required in the reasonable judgment of Sponsor to be made in such Materials.


 






    3


     


    

 


4. Representations
and Warranties of Sponsor. Sponsor hereby represents and warrants to Commodity Sub-Adviser that:


 


		(a)	Sponsor is duly formed and validly existing as a Delaware limited liability company, with full power to carry
out its obligations under this Agreement and the Trust Agreement.



 


		(b)	This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding
contract of, Sponsor, enforceable in accordance with its terms.



 


		(c)	Sponsor has met, and will continue to meet for so long as this Agreement remains in effect, any applicable
federal or state requirements, or the applicable requirements of any regulatory agency or self-regulatory organization, necessary to be
met in order to perform services for the Fund pursuant to this Agreement.



 


		(d)	Sponsor is a commodity pool operator duly registered with the CFTC and is a member in good standing of the
National Futures Association (“NFA”). Sponsor shall maintain such registration and membership in good standing during
the term of this Agreement.



 


		(e)	The Materials do not and will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made,
not misleading, or omit to state any material information required to be disclosed therein under the Commodity Exchange Act of 1936 (“CEA”),
the Securities Act of 1933, and the rules promulgated thereunder; provided, however, that this representation and warranty shall not apply
to any statements or omissions made in reliance upon and in conformity with information furnished to Sponsor by or on behalf of Commodity
Sub-Adviser as to it, including, without limitation, all references to Commodity Sub-Adviser and its affiliates, controlling persons,
members, directors, officers and employees, as well as to Commodity Sub-Adviser’s trading approach and past performance record,
which has been or may be provided by Commodity Sub-Adviser for inclusion in the Materials.



 


		(f)	Shares of the Fund will be offered and sold in compliance with the requirements set forth in the Registration
Statement, the Prospectus, the Trust Agreement and CFTC Regulation 4.12(c) (“Rule 4.12(c)”). In connection with the
offer and sale of the Shares, Sponsor will, and Sponsor will use its reasonable efforts to ensure that any third party selling agents
will, comply fully at all times with all federal, state and foreign securities laws, the CEA, Rule 4.12(c), and all rules and regulations
applicable to the offer and sale of the Shares to the public.



 


		(g)	The representations and warranties made in this Agreement by Sponsor shall be continuing during the term
of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true, Sponsor will
promptly notify Commodity Sub-Adviser.



 






    4


     


    

 


5. Representations
and Warranties of Commodity Sub-Adviser. Commodity Sub-Adviser hereby represents and warrants to the Sponsor that:


 


		(a)	The information and materials relating to Commodity Sub-Adviser, its businesses, principals, and past performance
record that has been requested by Sponsor, has been delivered to Sponsor and is current, accurate and complete in all material respects,
and the Commodity Sub-Adviser is in compliance with all federal and state applicable laws, rules and regulations. Commodity Sub-Adviser
will provide Sponsor with updated or amended copies of any such materials when and if such materials are updated or amended.



 


		(b)	Commodity Sub-Adviser has met, and will continue to meet for so long as this Agreement remains in effect,
any applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization,
necessary to be met in order to perform services for the Fund pursuant to this Agreement.



 


		(c)	Commodity Sub-Adviser is registered as a commodity trading advisor with the CFTC and as a member of the NFA.
Commodity Sub-Adviser shall maintain such registration and membership in good standing during the term of this Agreement. Further, Commodity
Sub-Adviser agrees to notify Sponsor promptly upon (i) a statutory disqualification of Commodity Sub-Adviser under Sections 8a(2)
or 8a(3) of the CEA, (ii) a suspension, revocation or limitation of Consultant’s commodity trading advisor or commodity pool
operator registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification
under the CEA or an investigation by any governmental agency or self-regulatory organization of which Commodity Sub-Adviser is subject
or has been advised it is a target (which investigation shall not include routine compliance examinations).



 


		(d)	There are no material actions that are required to be disclosed pursuant to CFTC Rule 4.24(l), except for
the actions identified on Exhibit A hereto.



 


		(e)	Commodity Sub-Adviser has valid fidelity bond and errors and omissions insurance covering its obligations
under this Agreement.



 


		(f)	Commodity Sub-Adviser is a ____________ with full power and authority to enter into this Agreement.



 


		(g)	This Agreement has been duly and validly authorized, executed and delivered by, and is a valid and binding
contract of, Commodity Sub-Adviser enforceable in accordance with its terms.



 


		(h)	The representations and warranties made in this Agreement by Commodity Sub-Adviser shall be continuing during
the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the representations and
warranties in this Agreement not true, Commodity Sub-Adviser will promptly notify Sponsor.



 






    5


     


    

 


6. Expenses.
During the term of this Agreement, Commodity Sub-Adviser will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of investments (including brokerage commissions and other related expenses) purchased or sold for the
Fund.


 


7. Compensation.
For the services provided and the expenses assumed pursuant to this Agreement, Sponsor will pay Commodity Sub-Adviser, and Commodity Sub-Adviser
agrees to accept as full compensation therefor, an annual management fee based on the Fund’s average daily net assets (total assets
of the Fund, minus the sum of its accrued liabilities) calculated as follows:


 


	Average Daily Net Assets	 	Annual
 Management 
 Fee	 
	For the first $100 million	 	 	xxx	%
	For net assets over $100 million	 	 	xxx	%





 


Sponsor shall pay a minimum fee to Commodity Sub-Adviser
of $xxx per annum, waived for the first xx months of the Fund’s operations.


 


The management fee shall accrue on each calendar
day, and shall be payable monthly in arrears on the first business day of the next succeeding calendar month. The daily fee accrual shall
be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of fee,
and multiplying this product by the net assets of the Fund (not reduced by its cash reserves) as of the close of business on the last
preceding business day on which the Fund’s net asset value was determined. The Fund’s net asset value for this purpose shall
be calculated as provided in the Fund’s prospectus then in effect.


 


For the month and year in which this Agreement becomes
effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during
the month and year, respectively.


 


8. Independence
of Commodity Sub-Adviser. Commodity Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall,
unless otherwise expressly provided or authorized herein, have no authority to act for or represent Sponsor or the Fund in any way or
otherwise be deemed an agent of Sponsor or the Fund. Commodity Sub-Adviser shall not offer or sell or solicit any offers to purchase the
Shares. However, when requested by Sponsor at such reasonable times and upon adequate notice as mutually agreed to, Commodity Sub-Adviser
will assist in the general explanation and presentation of Commodity Sub-Adviser’s trading strategies and methods solely to the
employees of Sponsor or its affiliates and to the Fund’s selling agents or to other agents of Sponsor; provided, however, that nothing
in this section will require Commodity Sub-Adviser to disclose confidential and proprietary information concerning its trading strategies
and methods. The parties acknowledge that Commodity Sub-Adviser, individually or in conjunction with Sponsor, has not been an organizer
or promoter of the Fund. Nothing herein contained shall be deemed to require the Fund to take any action contrary to the Trust Agreement,
Rule 4.12(c), or any applicable statute, regulation or exchange rule.


 






    6


     


    

 


9. Right
to Advise Others; Position Limits.


 


		(a)	Commodity Sub-Adviser’s present business is advising with respect to the purchase and sale of Commodity
Interests. The services provided by Commodity Sub-Adviser under this Agreement are not to be deemed exclusive. Sponsor acknowledges that,
subject to the terms of this Agreement, Commodity Sub-Adviser may render advisory, consulting and management services to other clients.
Commodity Sub-Adviser shall be free to advise others and manage other Commodity Interest trading accounts, including accounts owned by
it or its principals, during the term of this Agreement and to use the same or different information, computer programs and trading strategy
which it obtains, produces or utilizes in the performance of services for the Fund. In that connection, however, Commodity Sub-Adviser
represents and warrants that: (i) in rendering consulting, advisory and management services to other Commodity Interest trading accounts
and entities, it will use its best efforts to achieve an equitable treatment of all accounts and will use a fair and reasonable system
of order entry for all accounts, and (ii) it will not deliberately use any investment strategies for the Fund which it or its principals
know are inferior to those currently offered by Commodity Sub-Adviser and employed by Commodity Sub-Adviser for other accounts. In respect
of the preceding sentence, the Sponsor recognizes that the Commodity Sub-Adviser employs other investment strategies not utilized by the
Fund that have higher return characteristics but with higher fees, volatility and risk.



 


		(b)	Commodity Sub-Adviser agrees to comply with the position limits imposed on certain Commodity Interest contracts
by the CFTC or applicable contract market. If, at any time during the term of this Agreement, Commodity Sub-Adviser is required to aggregate
the Fund’s Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed
speculative position limits, Commodity Sub-Adviser will promptly notify Sponsor if the Fund’s positions are included in an aggregate
amount which exceeds the applicable speculative position limit. Commodity Sub-Adviser represents that, if speculative position limits
are reached in any Commodity Interest contract, it will modify the trading instructions to the Fund’s account and its other accounts
in a reasonable and good faith effort to achieve an equitable treatment of all accounts. Commodity Sub-Adviser currently believes and
represents that such speculative limits will not materially affect its investment recommendations or strategy for the Fund given Commodity
Sub-Adviser’s current accounts and all proposed accounts for which Commodity Sub-Adviser has a contract to act as a commodity trading
advisor and its ability to rely on the CFTC’s independent account controller exemption from aggregation in Part 150 of the CFTC
regulations.



 






    7


     


    

 


10. Records
of the Fund. Sponsor will instruct the Fund’s clearing broker(s) to furnish copies of all trade confirmations and monthly trading
reports to Commodity Sub-Adviser. Commodity Sub-Adviser will maintain a record of all trading orders for the Fund’s account that
have been filled and will monitor the Fund’s open positions. Upon the request of Sponsor, Commodity Sub-Adviser shall permit Sponsor
or its agents to inspect such information as Sponsor may reasonably request for the purpose of confirming that the Fund has been treated
equitably with respect to trading conducted during the term of this Agreement with all client accounts controlled by Commodity Sub-Adviser.
With respect to the principals, Commodity Sub-Adviser will provide records of the proprietary accounts of its principals traded pursuant
to a long/short strategy, to show that such principals’ accounts have been traded equitably with other client accounts, including
the Fund; provided that any transactions relating to a long/short strategy may be extracted from such records to preserve the confidentiality
of the principals’ trading in other programs or transactions. Commodity Sub-Adviser shall permit Sponsor or its agents reasonable
inspection rights to the trading records of Commodity Sub-Adviser and other clients for the purpose of confirming that the Fund is being
treated equitably by Commodity Sub-Adviser, including with respect to any modifications of trading or investment strategies resulting
from speculative position limits and with respect to the assignment of priorities of order entry to Commodity Sub-Adviser’s accounts,
and Sponsor shall keep such information confidential; provided, however, that Commodity Sub-Adviser may, in its discretion, withhold from
any such inspection the name of the client for whom such account is maintained.


 


11. Indemnity.


 


		(a)	In any threatened, pending or completed action, suit, or proceeding to which Commodity Sub-Adviser, its members,
officers, directors, employees or associated persons (collectively, “its affiliates”) was or is a party or is threatened
to be made a party by reason of the fact that Commodity Sub-Adviser is or was a commodity trading advisor of the Fund or otherwise, the
Fund and the Sponsor, jointly and severally, shall indemnify and hold harmless, subject to subsection (d) below, Commodity Sub-Adviser
and its affiliates against any loss, liability, damage, cost, expenses (including attorneys’ fees and accountants’ fees),
judgments and amounts paid in settlement actually and reasonably incurred by it or its affiliates in connection with any action, suit
or proceeding if Commodity Sub-Adviser acted in good faith and in a manner it reasonably believed to be in or not opposed to the best
interests of the Fund, and provided that its conduct does not constitute willful misfeasance, bad faith, negligence or reckless disregard
of its obligations and duties under this Agreement. The termination of any action, suit or proceeding by judgment, order or settlement
shall not, of itself, create a presumption that Commodity Sub-Adviser did not act in good faith or in a manner which it reasonably believed
to be in or not opposed to the best interests of the Fund.



 


		(b)	Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or
proceeding against Commodity Sub-Adviser or its affiliates may, in the sole discretion of Sponsor, be paid by the Fund in advance of the
final disposition of such action, suit or proceeding, if and to the extent that the person on whose behalf such expenses are paid shall
agree to reimburse the Fund in the event indemnification is not permitted under this Section.



 






    8


     


    

 


		(c)	Commodity Sub-Adviser agrees to indemnify, defend and hold harmless the Fund, Sponsor and its affiliates
(as defined above) against any loss, liability, damage, cost, expenses (including attorneys’ fees and accountants’ fees),
judgments and amounts paid in settlement actually and reasonably incurred by it or its affiliates by reason of any act or omission of
Commodity Sub-Adviser relating to the Fund (including costs and expenses of investigating and defending any claims, demand or suit and
attorneys’ and accountants’ fees) if such act or omission materially violated the terms of this Agreement or involved willful
misfeasance, bad faith or negligence on the part of Commodity Sub-Adviser in the performance of its duties under this Agreement, or by
reason of its reckless disregard of its obligations and duties under this Agreement.



 


		(d)	Any indemnification under subsections (a) or (c) above, unless ordered by a court or administrative
forum, shall be made only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion
that indemnification is proper in the circumstances because the party claiming indemnification (the “Indemnitee”) has
met the applicable standard of conduct set forth in subsection (a) or (c), as the case may be. To the extent that the Indemnitee
or its affiliates have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection
(a) or (c) above, or in defense of any claim, issue or matter therein, the immediately preceding sentence of this subsection
(d) shall not apply and the party obligated to indemnify the other party (the “Indemnitor”) shall indemnify the
Indemnitee or its affiliates against the expenses, including attorneys’ and accountants’ fees, actually and reasonably incurred
by it or its affiliates in connection therewith.



 


		(e)	In the event that any claim, dispute or litigation arises between Commodity Sub-Adviser and any party
                                                               other than the Fund or Sponsor, which claim, dispute or litigation is unrelated to the Fund’s business, and if the Fund or
                                                               Sponsor are made a party to such claim, dispute or litigation by such other party, Commodity Sub-Adviser shall defend any actions
                                                               brought in connection therewith on behalf of the Fund and/or Sponsor each of whom agree to cooperate in such defense, and Commodity
                                                               Sub-Adviser shall indemnify and hold harmless the Fund and Sponsor from and with respect to any amounts awarded to such other party.
                                                               If any claim, dispute or litigation arises between the Fund and/or Sponsor and any party other than Commodity Sub-Adviser which
                                                               claim, dispute or litigation is unrelated to Commodity Sub-Adviser’s duties under this Agreement, and if Commodity Sub-Adviser
                                                               is made a party to such claim, dispute or litigation by such other party, the Fund and/or Sponsor, as the case may be, shall defend
                                                               any actions brought in connection therewith on behalf of Commodity Sub-Adviser or its principals, each of whom agree to cooperate in
                                                               such defense and the Fund and/or Sponsor, as the case may be, shall indemnify and hold harmless Commodity Sub-Adviser and its
                                                               affiliates from and with respect to any amounts awarded to such other party. Notwithstanding any other provision of this subsection
                                                               (e), if, in any claim as to which indemnity is or may be available, any indemnified party reasonably determines that its interests
                                                               are or may be, in whole or in part, adverse to the interests of the indemnifying party, the indemnified party may retain its own
                                                               counsel in connection with such claim and shall be indemnified by the indemnifying party for any legal or any other expenses
                                                               reasonably incurred in connection with investigating or defending such claim.



 






    9


     


    

 


		(f)	None of the foregoing provisions for indemnification shall be applicable with respect to default judgments,
confessions of judgment or settlements entered into by the Indemnitee without the prior consent of the Indemnitor; provided, however,
that should the Indemnitor refuse to consent to a settlement approved by the Indemnitee, the Indemnitee may effect such settlement, pay
such amount in settlement as it shall deem reasonable and seek a judicial or regulatory determination with respect to reimbursement by
the Indemnitor of any loss, liability, damage, cost or expenses (including reasonable attorneys’ and accountants’ fees) incurred
by the Indemnitee in connection with such settlement to the extent such loss, liability, damage, cost or expense (including reasonable
attorneys’ and accountants’ fees) was caused by or resulted from a material violation of this Agreement by the Indemnitor
or violation of the standard of conduct or the representations and warranties set forth herein. Notwithstanding the foregoing, the Indemnitor
shall, at all times, have the right to offer to settle any matters, and if the Indemnitor successfully negotiates a settlement and tenders
payment therefor to the Indemnitee, the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms
and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event
the maximum liability of the Indemnitor to the Indemnitee shall be the amount of said proposed settlement.



 


		(g)	The foregoing provisions for indemnification shall survive the termination of this Agreement.



 


		(h)	Commodity Sub-Adviser acknowledges as to it that the indemnities provided in this Agreement by Sponsor and
the Fund to Commodity Sub-Adviser shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or based
upon Commodity Sub-Adviser’s misrepresentations, omissions or breach of any warranty in this Agreement.



 


		(i)	The Fund and Sponsor acknowledge as to each of them that the indemnities provided in this Agreement by the
Commodity Sub-Adviser to the Fund and Sponsor shall be inapplicable in the event of any liability accruing to the extent, if any, caused
by or based upon the Fund’s or Sponsor’s misrepresentations, omissions or breach of any warranty in this Agreement.



 


		(j)	Notwithstanding anything in this Agreement to the contrary, all securities laws impose liabilities under
certain circumstances on persons who act in good faith, and, therefore, nothing in this Agreement shall constitute a waiver or limitation
of liability under such laws to the extent (but only to the extent) such liability may not be waived, modified or limited.



 






    10


     


    

 


12. Term;
Termination; Amendment. This Agreement shall become effective with respect to the Fund as of the day and time the initial public offering
of the Fund’s shares pursuant to the Registration Statement closes and shall remain in effect until otherwise terminated pursuant
to this Section.


 


This Agreement may be terminated at any time, without
penalty, by either Sponsor or Commodity Sub-Adviser upon 120 days written notice.


 


This Agreement may be terminated, without penalty,
by Commodity Sub-Adviser upon 90 days written notice to Sponsor in the event either (i) there are amendments to the Fund’s
Amended and Restated Trust Agreement or to the Fund’s investment objectives, policies and restrictions that are not reasonably acceptable
to Commodity Sub-Adviser, or (ii) Sponsor objects to the use of an executing broker or floor broker that the Commodity Sub-Adviser
represents to Sponsor is critical to implement the Fund’s investment program and whose brokerage commission rates are competitive
with other recognized and experienced executing brokers or floor brokers.


 


Termination of this Agreement shall not affect the
right of Commodity Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 7 earned prior
to the effective date of such termination.


 


13. Notice.
Any notice under this Agreement shall be in writing, addressed and delivered or mailed, using overnight delivery service with a trackable
service, to the other party


 


	
    If to Sponsor:

     

    Justin Young

    Volatility Shares LLC

    100 S. Bedford Road, Suite 340

    Mt. Kisco, NY 10549
	
    If to Commodity Sub-Adviser:

     

    xxxxx

    xxxxx

    xxxxx

    xxxxx



 


or such address as each
such party may later designate for the receipt of such notice.


 


14. Assignment
and Successors. This Agreement may not be assigned nor the duties hereunder delegated by either party without the express written
consent of the other party. This Agreement is made solely for the benefit of, and shall be binding upon, the parties and their respective
successors and assigns, and no other person shall have any right or obligation under it.


 


15. Notice
of Threatened, Pending or Completed Actions, Suits or Proceedings.


 


		(a)	Sponsor will promptly give written notice to Commodity Sub-Adviser of: (i) any threatened, pending or
completed action, suit or proceedings (including without limitation any reparations or administrative proceeding threatened or instituted
under the CEA) to which Sponsor or the Fund was or is a party or is threatened to be a party; and (ii) any judgments or amounts paid
by Sponsor or the Fund in settlement in connection with any such threatened, pending or completed action, suit or proceeding.



 






    11


     


    

 


		(b)	Commodity Sub-Adviser will promptly give written notice to Sponsor of: (i) any overtly threatened, pending
or completed action, suit or proceeding (including without limitation any reparations or administrative proceeding overtly threatened
or instituted under the CEA) to which Commodity Sub-Adviser was or is a party or is threatened to be a party; and (ii) any judgments
or amounts paid by Commodity Sub-Adviser in settlement in connection with any such threatened, pending or completed action, suit or proceeding.



 


		(c)	Written notices required to be given pursuant to this Section 16 shall contain all pertinent information
concerning the threatened, pending or completed action, suit or proceeding and, in the case of any pending or completed action suit or
proceeding, shall include a copy of the complaint, petition or similar documents asserting a claim.



 


		(d)	Sponsor and Commodity Sub-Adviser agree to use their best efforts to maintain the confidentiality of notices
received pursuant to this Section 16 and agree not to disclose the contents of such notices to persons other than their affiliates
and advisors, or except as may be required, in their good faith judgment, by any applicable law or regulation.



 


16. Miscellaneous.
The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement will not be affected thereby.


 


17. Applicable
Law, Entire Agreement, Amendments, Arbitration. This Agreement shall be construed in accordance with applicable federal law and the
laws of the State of New York. This Agreement is the entire agreement of the parties in respect of the subject matter and may be amended
only by a writing signed by the parties. All disputes not resolved by negotiation shall be exclusively resolved by confidential binding
arbitration in New York in accordance with the then rules of the American Arbitration Association by a panel of three arbitrators, one
selected by each party and the third by the two so selected. The arbitrators shall have no authority to amend this Agreement. Any award
by the arbitrators may be entered as a judgment by any court having jurisdiction.


 


18. Obligations
of Fund Only. This Agreement is executed on behalf of the Fund by officers of the Sponsor as officers and not individually and the
obligations imposed upon the Fund by this Agreement are not binding upon any of the Trust’s officers individually, the Fund’s
shareholders individually or any other Fund, but are binding only upon the assets and property of each Fund separately.


 


19. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.


 


[SIGNATURES ON THE FOLLOWING
PAGE]


 




    12


     


    

 


IN WITNESS WHEREOF, Sponsor and
Commodity Sub-Adviser have caused this Agreement to be executed as of the day and year first above written.


 


	VOLATILITY SHARES, LLC, a Delaware	 	XXXXXXX,xxxxx
	limited liability company	 	 
	 	 	 	 	 
	By:	                                   	 	By:	                            
	Name: 	Justin P. Young	 	Name: 	 
	Title:	President	 	Title:	 


 


[Signature page to Commodity Sub-Advisory Agreement]


 




     


     


    


 


EXHIBIT A


 


(Section 5e)

(List Administrative, Civil or Criminal Actions, Pending or Concluded, or Indicate “None”) 


 




    A-1


     


    


 


EXHIBIT B


 


Fund (ticker symbol)


 


-1x Short VIX Futures ETF (SVIX)


 


 



    B-1