Factor Capital Management, LLC
25 Deforest Avenue
Summit, New Jersey 09701
September 3, 2013
Kevin Woody
Accounting Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: FactorShares 2X: Gold Bull/S&P500 Bear
Form 10-K for fiscal year ended December 31, 2012
Filed March 26, 2013
File No. 1-35091
FactorShares 2X: Oil Bull/S&P500 Bear
Form 10-K for fiscal year ended December 31, 2012
Filed March 26, 2013
File No. 1-35090
Dear Mr. Woody:
We reference the response letter from Victor T. Chiu, Esq. of Sidley AustinLLP dated August 29, 2013 (the “Response Letter”), with respect to your comment letter dated August 20, 2013 addressed to Ms. Mary Byra, Principal Financial Officer of Factor Capital Management LLC, the managing owner (the “Managing Owner”) of FactorShares 2X: Gold Bull/S&P500 Bear and FactorShares 2X: Oil Bull/S&P500 Bear (individually, a “Fund,” collectively, the “Funds”) in connection with the above-referenced matter.
With respect to the Response Letter, the Managing Owner, on behalf of the Fund, acknowledges that:
the Fund is responsible for the adequacy and accuracy of the disclosure in the filings;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
the Fund may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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September 3, 2013
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If you have any further questions or comments, please do not hesitate to call me at (908) 897-0511.
Very truly yours,
/s/Mary Byra | ||
Mary Byra | ||
Principal Financial Officer |