February
9, 2010
By
Federal Express
Mr. Tom
Kluck
Securities
and Exchange Commission
Division
of Corporation Finance
United
States Securities and Exchange Commission
100 F.
Street NE
Washington,
D.C. 20549
Re: FactorShares
S&P 2x US Equity Premium (File No.: 333-164754),
FactorShares S&P 2x US Anti-Equity
Premium (File No.: 333-164758),
FactorShares S&P 2x US Equity
Anti-USD (File No.: 333-164757),
FactorShares S&P GSCI® 2x Crude Oil
Premium (File No.: 333-164756) and
FactorShares S&P GSCI® 2x Gold
Premium (File No.: 333-164755),
Registration Statement on Form S-1
Filed with the
Securities and Exchange
Commission on February 8, 2010
Dear Mr.
Kluck:
On behalf
of Factor Capital Management, LLC, the Managing Owner (the “Managing Owner”) of
each of FactorShares S&P 2x US Equity Premium, FactorShares S&P 2x US
Anti-Equity Premium, FactorShares S&P 2x US Equity Anti-USD, FactorShares
S&P GSCI® 2x Crude Oil Premium and FactorShares S&P GSCI® 2x Gold
Premium (each a “Fund”, and collectively, the “Funds”), enclosed please find one
copy of each of the Registration Statements on Form S-1 (SEC File: No.
333-164754, 333-164758, 333-164757, 333-164756 and 333-164755, respectively)
that were filed with the Securities and Exchange Commission (the “SEC”) via
EDGAR on February 8, 2010.
We bring
to your attention the fact that due to the similarity of the prospectus
disclosure for all of the Funds, the Funds will be offered through the use of a
single prospectus (the “Prospectus”). The principal purpose for using
the common Prospectus for all of the Funds is to maximize the efficiency created
by the Funds’ common disclosure. However, because each Fund is a
distinct registrant, the Managing Owner has filed a separate Registration
Statement on behalf of each Fund. Accordingly, while the Prospectus
is common to all of the Registration Statements, the Form S-1 cover page
(including the Fee Table and the Explanatory Note) and Part II of
each
Sidley
Austin LLP is a limited
liability partnership practicing in affiliation with other Sidley Austin
partnerships
February
9, 2010
Page
2
Registration
Statement have been individualized for each Registration
Statement. The main differences between the cover page and Part II of
the Registration Statements are the names.
Finally,
in accordance with past practice, please note that the initial filings of the
Registration Statements do not contain the audited financial statements for
neither the Managing Owner nor any of the Funds. The audited
financial statements for the Managing Owner and the Funds will be filed with the
next Pre-Effective Amendments to the Registration Statements.
Please
feel free to call if you have any questions.
Sincerely,
/s/ Kenny S.
Terrero
Kenny S. Terrero
Kenny S. Terrero
Enclosures
Sidley
Austin LLP is a limited
liability partnership practicing in affiliation with other Sidley Austin
partnerships