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                                September 16, 2020

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

                                                        Re: VS Trust
                                                            Registration
Statement on Form S-1
                                                            Filed August 26,
2020
                                                            File No. 333-248430

       Dear Mr. Carlson:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Cover page

   1.                                                   Please tell us when you
intend to quantify the number of common units of beneficial
                                                        interest being offered
on the cover page of the prospectus.
       VIX futures contracts can be highly volatile, page 13

   2.                                                   Refer to your response
to comment 4. Please provide additional context by discussing
                                                        qualitatively the risk
of total loss, including to the extent the Fund is liquidated, within a
                                                        single day during high
market volatility. Please also quantify, both here and in the
                                                        Overview section on
page 1, the most significant single day declines of the Index during
                                                        the volatile markets
earlier this year.
 Daniel Carlson
VS Trust
September 16, 2020
Page 2
Potential negative impact from rolling futures positions, page 15

3.     Please update the last sentence of this risk factor to discuss the
extent to which the VIX
       futures contracts markets have been in contango or backwardation as of
the most recent
       practicable date.
Principal Investment Strategies, page 27

4.     Refer to your response to comment 5. Please specify the time and manner
in which the
       Fund rebalances its portfolio as defined by the Index methodology.
Please also describe
       under what circumstances and over what time period the Sponsor may
choose to extend
       the period over which it rebalances the Fund   s portfolio.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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,
FirstName LastNameDaniel Carlson
                                                             Division of
Corporation Finance
Comapany NameVS Trust
                                                             Office of Finance
September 16, 2020 Page 2
cc:       Barry Pershkow, Esq.
FirstName LastName