 | Barry Pershkow Partner
| Chapman and Cutler LLP 1717 Rhode Island Avenue NW Washington, DC 20036-3026
Tel: 202.478.6492 Mobile: 202.276.4046 pershkow@chapman.com |
October 7, 2022
Mr. Eric Envall
Ms. Sandra Hunter Berkheimer
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC. 20549
| Re: | VS Trust | |
| Post-Effective Amendment No.1 to Form S-1 | ||
| Filed September 26, 2022 | ||
| File No. 333-24830 (the “Post-Effective Amendment”) |
Dear Mr. Envall and Ms. Berkheimer:
We are writing in response to your letter dated October 5, 2022, providing comments with respect to the Post-Effective Amendment. Our responses to your comments are set forth herein and are reflected in the accompanying filing of pre-effective amendment no. 1 to the Post-Effective Amendment.
Index to Certain Financial Information, page F-1
Comment 1 – Please revise this section to include unaudited interim financial statements for the period ended June 30, 2022. Please refer to Section 1220.10 of the Division of Corporation Finance’s Financial Reporting Manual.
Response: The requested change has been made.
Exhibit 23.3, page II-2
Comment 2 – Please include an updated consent from your independent registered public accounting firm in your next filing.
Response: The requested change has been made.
If you have any questions or comments in connection with the foregoing, please contact the undersigned at (202) 478-6492.
Sincerely, | |
| /s/ Barry Pershkow | |
| Barry Pershkow |