July 2, 2019
Xinyu Jiang
Chief Executive Officer
Dynamic Shares Trust
401 W. Superior St., Suite 300
Chicago, IL 60654
Re: Dynamic Shares Trust
Draft Registration Statement on Form S-1
Submitted June 5, 2019
CIK No. 0001771951
Dear Mr. Jiang:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement filed June 5, 2019
General
1. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
2. To the extent you intend to use a fact sheet, please provide us with a
copy for our review.
Cover Page
3. Please disclose whether this offering has a termination date or whether
this is a perpetual
Xinyu Jiang
Dynamic Shares Trust
July 2, 2019
Page 2
offering. Refer to 501(b)(8) of Regulation S-K.
Summary
Risks Related to the Fund's Operations and Management, page 6
4. We refer to your statements on the prospectus cover page and on page
22 that you are not
an investment company subject to the Investment Company Act of 1940.
However, you
state on page 6 that "Funds will be subject to counterparty risks . .
.. including, but not
limited to, risks associated with forward contracts . . . ." Please
clarify whether you may
invest in forward contracts.
Summary Historical Financial Data, page 13
5. Please revise the statement of financial condition summary data to
agree to the statement
of financial condition on page F-3.
Creation and Redemption of Shares, page 45
6. We note your on page 46 disclosure that Authorized Participants may be
required to pay a
variable transaction fee "up to a maximum amount that will be
determined prior to the
effectiveness of this Registration Statement unless the transaction
fee is waived or
otherwise adjusted by the Sponsor." Please revise your disclosure to
discuss how this fee
is calculated and the circumstances under which Authorized
Participants may be required
to pay it. Please also clarify whether the fixed transaction fee will
be paid for each
creation and redemption order, as disclosed on page 46, or whether
this fixed transaction
fee is discretionary, as suggested on page 49.
7. Please discuss what might constitute an "emergency" that would result
in the suspension
of redemptions.
Litigation, page 49
8. We note your statement that there has been no material administrative,
civil or criminal
action against the Sponsor or Trust within the preceding five years.
Please note that Item
401(f) of Regulation S-K requires that such information be provided
for a period of ten
years and revise accordingly.
Description of the Shares; The Fund; Certain Material Terms of the Trust
Agreement
Executive Officers of the Trust and Principals and Significant Employees of the
Sponsor, page
52
9. Please expand your disclosure to describe Mr. Zhang and Mr. Jiang's
business experience
FirstName LastNameXinyu Jiangincluding the dates of such employment and the
name and
during the past five years,
Comapany NameDynamic Shares Trust
principal business of any corporation or other organization in which
such occupations and
July 2, employment were carried on. Refer to Item 401(e)(1) of Regulation S-K.
2019 Page 2
FirstName LastName
Xinyu Jiang
FirstName LastNameXinyu Jiang
Dynamic Shares Trust
Comapany NameDynamic Shares Trust
July 2, 2019
Page 3
July 2, 2019 Page 3
FirstName LastName
Plan of Distribution
Likelihood of Becoming a Statutory Underwriter, page 61
10. We refer to your disclosure on page 61 that Authorized Participants
and broker-dealers
selling the shares may be deemed statutory underwriters. Please revise
your disclosure to
state that such Authorized Participants and broker-dealers will be
deemed to be statutory
underwriters. Make similar revisions to your disclosure on page 46.
Index to Certain Financial Information, page F-1
11. We note that you have provided an audited balance sheet for Dynamic
Short Short-Term
Volatility Futures ETF, the sole Fund as of May 22, 2019. Please note
that audited
financial statements must also be provided for the registrant, Dynamic
Shares Trust.
Refer to Question 104.01 of the Compliance and Disclosure
Interpretations for Securities
Act Sections.
You may contact Babette Cooper, Staff Accountant, at (202) 551-3396 or
Kristina
Marrone, Staff Accountant, at (202) 551-3429 if you have questions regarding
comments on the
financial statements and related matters. Please contact Josh Lobert, Staff
Attorney, at (202)
551-7150 or Erin E. Martin, Legal Branch Chief, at (202) 551-3391 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate and
Commodities