SecProbe.io

December 31, 2019
Daniel Carlson
Principal Executive Officer
VS Trust
100 S. Bedford Road, Suite 340
Mt. Kisco, NY 10549
Re:VS Trust
Draft Registration Statement on Form S-1
Submitted December 6, 2019
CIK No. 0001793497
Dear Mr. Carlson:
            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 on Form S-1
General
1.Please 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.Please disclose the information called for in Item 407(a) of Regulation S-K.  To the extent
you do not have a board of directors, add a risk factor describing the risks because you do
not have a board of directors or an audit committee.
3.To the extent you intend to use a fact sheet, please provide us a copy for our review.

 FirstName LastNameDaniel Carlson
 Comapany NameVS Trust
 December 31, 2019 Page 2
 FirstName LastNameDaniel Carlson
VS Trust
December 31, 2019
Page 2
Cover page
4.Please identify the initial authorized participant and the price per share paid as a fixed
dollar amount.  Refer to Item 501(b)(3) of Regulation S-K.
5.Please identify the initial authorized participant as an underwriter.
6.You state that the shares of the Fund are listed for trading on the CBOE BZX Exchange.
Please tell us, with a view towards revised disclosure here and elsewhere, the status of
your application for listing on the exchange.
Breakeven Amounts, page 4
7.You state in the footnote to the table that the approximate NAV has been rounded to the
nearest $5.  You do not, however, include such disclosure in the footnotes to the table on
page 33.  Please explain to us the rounding reference and reconcile the inconsistency.
Risk Factors
Potential negative impact from rolling futures positions, page 15
8.Please place this risk factor in context by disclosing in the third paragraph whether the
VIX futures contract markets are in or have been in contango or backwardation within the
last five years.
Cautionary Note Regarding Forward-Looking Statements, page 21
9.Please revise this section to remove the implication that the statutory safe harbor is
available for forward-looking statements made in this initial public offering.
Investment Objective, page 25
10.Please revise to provide greater detail regarding the Index and how it operates.  Please
discuss, for example, how long the Index has been in existence, the specifics of the
portfolio of first and second month VIX futures that are measured, the historical
performance of the Index and the reasons the Fund is expected to perform very differently
from the inverse of the performance of the VIX.  Please also provide quantified examples
either here or in the risk factor disclosure on page 5 to illustrate how the Index and the
Fund are expected to perform as compared to the inverse of the performance of the VIX.
Principal Investment Strategies, page 25
11.Please revise to clarify what percentage of the assets of the Fund you expect to invest in
VIX futures contracts.
Swap Agreements, page 28
12.Please clarify, if true, that the Fund only expects to enter into swaps as a backstop in the
event it is unable to be fully invested in short positions in short-term VIX futures

 FirstName LastNameDaniel Carlson
 Comapany NameVS Trust
 December 31, 2019 Page 3
 FirstName LastName
Daniel Carlson
VS Trust
December 31, 2019
Page 3
contracts.  Please also disclose whether there is a limit on the percentage of Fund assets
that may be invested in swap agreements.  Finally, please disclose whether and to what
extent you intend to invest in security-based swaps and how that could impact your
conclusion that you are not going to be regulated as an investment company.
Breakeven Table, page 33
13.Please revise the disclosure to clarify, if true, that the expenses detailed in the table
include the cost of rolling futures positions and daily rebalancing.
14.Please tell us whether there are any fees that are built into or embedded in the Index and
disclose the extent to which any such fees could have an impact on the performance of the
Fund.
Creation and Redemption of Shares, page 47
15.You state that authorized participants may purchase creation units with cash.  Please
disclose, if true, that purchases and redemptions of creation units in cash, rather than
through in-kind delivery of financial instruments, may cause the ETF to incur certain
costs, including brokerage costs or taxable gains or losses.  Also disclose that costs could
decrease the ETF’s net asset value to the extent the costs are not offset by a transaction fee
payable by an authorized participant.
16.You state in the carryover paragraph on pages 47-48 that the transaction fee may be
waived or adjusted by the sponsor.  Please describe the circumstances under which the
sponsor would consider waiving the creation or redemption fee for authorized
participants.
Ownership or Beneficial Interest in the Fund, page 57
17.Please disclose whether the Sponsor currently owns any shares of the Fund, and if so, how
many.
Incorporation by Reference of Certain Documents, page 73
18.Please provide us with the basis for your conclusion that you are eligible to incorporate
future filings by reference.

 FirstName LastNameDaniel Carlson
 Comapany NameVS Trust
 December 31, 2019 Page 4
 FirstName LastName
Daniel Carlson
VS Trust
December 31, 2019
Page 4
            You may contact William Schroeder, Staff Accountant, at (202) 551-3294 or John Spitz,
Staff Accountant, at (202) 551-3484 if you have questions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams, Attorney-Advisor, at (202)
551-3217 or Justin Dobbie, Legal Branch Chief, at (202) 551-3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Barry Pershkow, Esq.