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United States securities and exchange commission logo





                               June 16, 2020

       Daniel Carlson
       Principal Executive Officer
       VS Trust
       100 S. Bedford Road, Suite 340
       Mt. Kisco, NY 10549

                                                        Re: VS Trust
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 21,
2020
                                                            CIK No. 0001793497

       Dear Mr. Carlson:

             We have reviewed your amended 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.

       Amendment No. 2 to Draft Registration Statement

       Cover Page

   1.                                                   Refer to your response
to comment 1. Please disclose the initial price per share on the
                                                        cover page. To the
extent the initial price is not yet known, please add a placeholder for
                                                        such information.
       Risk Factors
       Special Note Regarding Recent Market Events, page 5

   2.                                                   Please place this risk
factor in context by discussing in greater detail recent market
                                                        turbulence, its
influence on the performance of the Index, and the extent to which
 Daniel Carlson
VS Trust
June 16, 2020
Page 2
         turbulence and subsequent measures taken to stabilize markets and
economies could
         adversely affect the value of the Fund's investments.
The Fund may change its investment objective, page 9

3.       This risk factor appears to address two distinct types of risks.
Please revise to add a
         separately captioned liquidation risk factor and include a discussion
of the risk of
         liquidation shortly after the Fund has suffered sudden and substantial
losses as a result of
         volatile markets.
VIX futures contracts can be highly volatile, page 13

4.       Please update this risk factor to discuss and quantify how the Index
and the Fund would
         have performed during the recent market volatility in 2020. Please
discuss the specific
         risks associated with an investment in the Fund during such a market,
including the
         possibility of substantial investment losses and liquidation of the
Fund after such an
         event. Please also address specifically the impact of the market
volatility in 2018 on
         products that tracked the index you reference, including the
liquidation of the largest
         inverse VIX exchange-traded product at the time.
Concentration Risk, page 17

5.       Please discuss the concentration risk associated with investing all or
substantially all of
         your assets in short positions in first- and second-month VIX futures
contracts as
         compared to a portfolio that includes a broader set of months.
Investment Objective and Principal Investment Strategy
Investment Objective, page 25

6.       Refer to the second and fourth paragraphs of this section. Please
update as of the most
         recent practicable date the performance of the Index and the
performance of the Index
         relative to the VIX Index and the Index the Fund tracks. Also present
this information as
         of intervening dates so as to provide context for how recent market
turbulence would have
         affected the performance of the product.
Principal Investment Strategies, page 26

7.     Refer to your response to comment 3. Please provide an illustrative
example quantifying
       the relative mix of first- and second-month VIX futures contracts on a
particular day in
FirstName LastNameDaniel Carlson
       order to achieve a weighted average time to maturity of approximately
one month
Comapany NameVS TrustIndex. Please also discuss here how the daily roll will
operate in order
       consistent with the
June 16, 2020 Pagea2
       to maintain constant weighted average time to maturity.
FirstName LastName
 Daniel Carlson
FirstName LastNameDaniel Carlson
VS Trust
Comapany NameVS Trust
June 16, 2020
Page 3
June 16, 2020 Page 3
FirstName LastName
       You may contact William Schroeder at (202) 551-3294 or John Spitz at
(202) 551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please
contact J. Nolan McWilliams at (202) 551-3217 or Justin Dobbie at (202)
551-3469 with any
other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Finance
cc:      Barry Pershkow, Esq.
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