SEC Company Response from United States Commodity Index Funds Trust (CPER, USCI) (CIK 0001479247) (CPER) — Apr 23, 2020
United States Commodity Index Funds Trust (CPER, USCI) (CIK 0001479247)
Date: April 23, 2020 · CIK: 0001479247 · Accession: 0001171200-20-000285
AI Filing Summary & Sentiment
File numbers found in text: 333-237184
Referenced dates: March 25, 2020
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Re: United States Commodity Index Funds Trust Registration Statement on Form S-1 Filed March 13, 2020 File No. 333-237184
Dear Ms. Block:
On behalf of United States Commodity Index Funds Trust (the “Company”), set forth below is the Company’s response to the comment provided by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission) in that certain letter dated March 25, 2020, relating to the above referenced Registration Statement (the “Registration Statement”). The Staff’s comment is set forth below in italics followed by the Company’s response. We are concurrently submitting via EDGAR this letter and an amendment to the Registration Statement (“Amendment No. 1”). For the Staff’s reference, we have included both a clean copy of Amendment No. 1 and a copy marked to show all changes from the version filed on March 13, 2020.
1. We note that your forum selection provision in your Trust Agreement identifies the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction) as the exclusive forum for certain litigation. Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Response: The Company acknowledges the Staff’s comment and has included the requested disclosure.
Additionally, the Company advises the Staff that Amendment No. 1 includes changes to address comments received from the National Futures Association on April 16, 2020 and immaterial changes to update the disclosure through the date of filing.
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
April 23, 2020
Page 2
If you have any questions about the foregoing, please do not hesitate to contact me at (202) 383.0180 or JamesCain@eversheds-sutherland.us.
Sincerely,
/s/ James M. Cain
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filename1.htm
Eversheds
Sutherland (US) LLP
700 Sixth Street, NW,
Suite 700
Washington, DC 20001-3980
D: (202) 383.0180
F: (202) 637.3593
JamesCain@eversheds-sutherland.com
April 23, 2020
Via EDGAR
Susan Block
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549-4561
Re: United States Commodity Index Funds Trust
Registration Statement on Form S-1
Filed March 13, 2020
File No. 333-237184
Dear
Ms. Block:
On behalf of United States Commodity Index Funds Trust (the “Company”),
set forth below is the Company’s response to the comment provided by the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission) in that certain
letter dated March 25, 2020, relating to the above referenced Registration Statement (the “Registration Statement”).
The Staff’s comment is set forth below in italics followed by the Company’s response. We are concurrently submitting
via EDGAR this letter and an amendment to the Registration Statement (“Amendment No. 1”). For the Staff’s
reference, we have included both a clean copy of Amendment No. 1 and a copy marked to show all changes from the version filed on
March 13, 2020.
1. We note that your forum selection provision in your Trust Agreement
identifies the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof,
any other court in the State of Delaware with subject matter jurisdiction) as the exclusive forum for certain litigation. Please
disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that
there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please
also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In
that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Response: The Company acknowledges the Staff’s comment and has included
the requested disclosure.
Additionally, the Company advises the
Staff that Amendment No. 1 includes changes to address comments received from the National Futures Association on April 16,
2020 and immaterial changes to update the disclosure through the date of filing.
Eversheds Sutherland (US) LLP is part of a global legal practice,
operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure
and a list of offices, please visit www.eversheds-sutherland.com.
April 23, 2020
Page 2
If you have any questions about the foregoing, please do not hesitate
to contact me at (202) 383.0180 or JamesCain@eversheds-sutherland.us.
Sincerely,
/s/ James M. Cain
James M. Cain, a partner