Correspondence 0001171200-22-000389 from United States Commodity Index Funds Trust (CPER, USCI) (CIK 0001479247) (CPER)
United States Commodity Index Funds Trust (CPER, USCI) (CIK 0001479247)
Date: Dec. 16, 2022 · CIK: 0001479247 · Accession: 0001171200-22-000389
AI Filing Summary & Sentiment
File numbers found in text: 333-170844, 333-254047, 333-268247
Referenced dates: December 1, 2022
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance United States Copper Index Fund Registration Statement on Form S-3 Filed November 8, 2022 File No. 333-268247
Dear Mr. Envall:
On behalf of United States Commodity Index Funds Trust (the “Trust”), set forth below are the Trust’s responses to the comments 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 December 1, 2022, relating to the above referenced Registration Statement (the “Registration Statement”). The Staff’s comments are set forth below in italics, followed by the Trust’s responses.
Registration Statement on Form S-3 Filed November 8, 2022
Prospectus Summary, page 1
1. Please prominently discuss the impact of current geopolitical events on the market for copper and on CPER. Your discussion should address volatility in prices and trading volume for copper, copper futures, and in your shares. Please place this discussion in context by quantifying, to the extent information is available, the relative contribution of Russia and Ukraine in the global markets for copper, prices of copper, the price of your shares, the price of any futures contracts for copper, the extent to which these futures markets are experiencing backwardation, and the increased trading volume of copper, copper futures and your shares as of the most recent practicable date.
Similarly, please revise your risk factors in the section titled “Investment Risk” to describe specific risks of current geopolitical events for the copper markets and for CPER and its investments. Also revise to describe the risks relating to the impact of current events on underlying assumptions and expectations and the potential for resulting volatility and losses.
Response: The Trust respectfully advises the Staff that the markets for commodities are influenced by a number of factors, including seasonal supply and demand, inflation, the health of the global economy and geopolitical events. The Trust advises the Staff that the war between Russia and the Ukraine has not had a material impact on the market for copper. Notwithstanding this, the Trust has included disclosure responsive to this request in the Registration Statement and, more prominently, in the periodic reports that are incorporated by reference into the Registration Statement. Specifically, the prospectus includes risk disclosure related to Russia’s invasion of Ukraine and the impact it has had and may continue to have on global commodity markets. However, as noted above, the war has not significantly impacted the market for copper or resulted in additional volatility in CPER’s shares. In this vein, the Trust included relevant disclosure, including the following, in its most recent quarterly report on Form 10-Q:
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.
December 16, 2022
Page 2
Copper Markets – Copper Futures Price Movements:
The war in Ukraine has affected many commodities in which Russia, Ukraine, and Belarus are major producers and exports, such as certain metals, grains, and energy products. However, copper is not one of the metals that depends heavily on supply from the region. As a result, copper prices rose only modestly from the outbreak of the war to the end of the first quarter of 2022 in comparison to other metals, such as Nickel. Copper supply is more affected by events, such as protests and labor strikes, that impact mining in south American nations, including Chile and Peru. Meanwhile, copper demand typical depends on the state of the global economy, particularly China, which drives industrial, commercial, and manufacturing use.
The Trust reviews and updates, as needed, disclosure in its periodic reports in order to take into account, for example, geopolitical events. To the extent that Russia’s invasion of Ukraine begins to impact the copper markets, the Trust will consider the most appropriate way to revise its disclosure, whether it be in its periodic reports or as a supplement to the prospectus. The Trust, however, believes that its existing disclosures are materially accurate and address the items noted in the Staff’s comment.
Exhibits
2. The fee table indicates that you intend to rely on Securities Act Rule 415(a)(6) to include unsold securities from prior registration statements, file numbers 333-170844 and 333-254047, declared effective on September 6, 2011 and April 30, 2021, respectively. However, it appears that you filed this registration statement more than three years after the initial effective date of one such prior registration statement. To the extent that you intend to rely on Rule 415(a)(6) to include unsold securities from an earlier registration statement that went effective within three years of the filing date of this registration statement, please revise to identify the form type, file number, and initial effective date of the earlier registration statement from which the securities are to be carried forward. Also please quantify the amount of unsold securities being carried forward. Please refer to Instructions to the Calculation of Filing Fee Tables and Related Disclosure on Form S-3 for guidance.
Response: The Trust advises the Staff that, since the Registration Statement registers an unlimited number of shares as permitted by Rule 415(a)(xiii), there is no need to carry forward unsold securities registered in prior registration statements. However, the Trust has revised the filing fee exhibit to identify the source of the fee offset claims that it intends to utilize as additional securities are issued in the future. The revised filing fee exhibit that we intend to file as part of a pre-effective amendment to the Registration Statement is attached to this response letter for your convenience.
If you have any questions about the foregoing, please do not hesitate to contact me at (202) 383-0262 or Raymond A. Ramirez at (202) 383-0868.
Sincerely,
/s/ Owen J. Pinkerton
Show Raw Text
CORRESP
1
filename1.htm
Eversheds
Sutherland (US) LLP
700 Sixth Street, NW, Suite
700
Washington, DC 20001-3980
D: 202.383.0262
F: 202.637.3593
OwenPinkerton@eversheds-sutherland.us
December 16, 2022
Via
EDGAR
Eric Envall
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
United
States Copper Index Fund
Registration
Statement on Form S-3
Filed
November 8, 2022
File
No. 333-268247
Dear Mr.
Envall:
On behalf of United
States Commodity Index Funds Trust (the “Trust”),
set forth below are the Trust’s responses to the comments 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 December 1, 2022, relating to the above referenced Registration Statement (the “Registration
Statement”). The Staff’s comments are set forth below in italics, followed by the Trust’s responses.
Registration
Statement on Form S-3 Filed November 8, 2022
Prospectus
Summary, page 1
1. Please
prominently discuss the impact of current geopolitical events on the market for copper and on CPER. Your discussion should address volatility
in prices and trading volume for copper, copper futures, and in your shares. Please place this discussion in context by quantifying,
to the extent information is available, the relative contribution of Russia and Ukraine in the global markets for copper, prices of copper,
the price of your shares, the price of any futures contracts for copper, the extent to which these futures markets are experiencing backwardation,
and the increased trading volume of copper, copper futures and your shares as of the most recent practicable date.
Similarly,
please revise your risk factors in the section titled “Investment Risk” to describe specific risks of current geopolitical
events for the copper markets and for CPER and its investments. Also revise to describe the risks relating to the impact of current events
on underlying assumptions and expectations and the potential for resulting volatility and losses.
Response:
The Trust respectfully advises the Staff that the markets for commodities are influenced by a number of factors, including seasonal supply
and demand, inflation, the health of the global economy and geopolitical events. The Trust advises the Staff that the war between Russia
and the Ukraine has not had a material impact on the market for copper. Notwithstanding this, the Trust has included disclosure responsive
to this request in the Registration Statement and, more prominently, in the periodic reports that are incorporated by reference into
the Registration Statement. Specifically, the prospectus includes risk disclosure related to Russia’s invasion of Ukraine and the
impact it has had and may continue to have on global commodity markets. However, as noted above, the war has not significantly impacted
the market for copper or resulted in additional volatility in CPER’s shares. In this vein, the Trust included relevant disclosure,
including the following, in its most recent quarterly report on Form 10-Q:
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.
December 16, 2022
Page 2
Copper
Markets – Copper Futures Price Movements:
The war
in Ukraine has affected many commodities in which Russia, Ukraine, and Belarus are major producers and exports, such as certain metals,
grains, and energy products. However, copper is not one of the metals that depends heavily on supply from the region. As a result, copper
prices rose only modestly from the outbreak of the war to the end of the first quarter of 2022 in comparison to other metals, such as
Nickel. Copper supply is more affected by events, such as protests and labor strikes, that impact mining in south American nations, including
Chile and Peru. Meanwhile, copper demand typical depends on the state of the global economy, particularly China, which drives industrial,
commercial, and manufacturing use.
The Trust
reviews and updates, as needed, disclosure in its periodic reports in order to take into account, for example, geopolitical events. To
the extent that Russia’s invasion of Ukraine begins to impact the copper markets, the Trust will consider the most appropriate
way to revise its disclosure, whether it be in its periodic reports or as a supplement to the prospectus. The Trust, however, believes
that its existing disclosures are materially accurate and address the items noted in the Staff’s comment.
Exhibits
2. The
fee table indicates that you intend to rely on Securities Act Rule 415(a)(6) to include unsold securities from prior registration statements,
file numbers 333-170844 and 333-254047, declared effective on September 6, 2011 and April 30, 2021, respectively. However, it appears
that you filed this registration statement more than three years after the initial effective date of one such prior registration statement.
To the extent that you intend to rely on Rule 415(a)(6) to include unsold securities from an earlier registration statement that went
effective within three years of the filing date of this registration statement, please revise to identify the form type, file number,
and initial effective date of the earlier registration statement from which the securities are to be carried forward. Also please quantify
the amount of unsold securities being carried forward. Please refer to Instructions to the Calculation of Filing Fee Tables and Related
Disclosure on Form S-3 for guidance.
Response:
The Trust advises the Staff that, since the Registration Statement registers an unlimited number of shares as permitted by Rule 415(a)(xiii),
there is no need to carry forward unsold securities registered in prior registration statements. However, the Trust has revised the filing
fee exhibit to identify the source of the fee offset claims that it intends to utilize as additional securities are issued in the future.
The revised filing fee exhibit that we intend to file as part of a pre-effective amendment to the Registration Statement is attached
to this response letter for your convenience.
If you have
any questions about the foregoing, please do not hesitate to contact me at (202) 383-0262 or Raymond A. Ramirez at (202) 383-0868.
Sincerely,
/s/ Owen J. Pinkerton
Owen J. Pinkerton, a partner
cc:
James
M. Cain, Esq.
Raymond
A. Ramirez, Esq.
Daphne G. Frydman, Esq.
December 16, 2022
Page 3
Filing
Fee Exhibit
Calculation
of Filing Fee Table
S-3
(Form Type)
United
States Commodity Index Funds Trust
(Exact Name of Registrant
as Specified in its Charter)
Table
1: Newly Registered and Carry Forward Securities
Security
Type
Security
Class Title
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered
Proposed
Maximum
Offering Price
Per Unit
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount
of
Registration
Fee
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
Effective
Date
Filing
Fee
Previously Paid
In Connection
with Unsold
Securities to be
Carried Forward
Newly
Registered Securities
Fees
to Be Paid
Exchange-Traded
Security
United
States Copper Index Fund
Rule
457(u)
Indeterminate
Amount of Securities
(1)
(1)
(1)
(1)
Carry
Forward Securities
Total
Offering Amounts
(1)
Total
Fees Previously Paid
—
Total
Fee Offsets
—
Net
Fee Due
(1)
(1) The
registration statement covers an indeterminate amount of securities to be offered or sold
and the filing fee will be calculated and paid in accordance with Rule 456(d) and Rule 457(u).
December 16, 2022
Page 4
Table
2: Fee Offset Claims and Sources
Registrant
or Filer
Name
Form
or
Filing
Type
File
Number
Initial
Filing
Date
Filing
Date
Fee
Offset
Claimed
Security
Type
Associated
with Fee
Offset
Claimed
Security
Title
Associated
with Fee
Offset
Claimed
Unsold
Securities
Associated
with Fee
Offset
Claimed
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
Fee
Paid
with Fee
Offset
Source
Rule
457(p)
Fee
Offset Claims
United
States Commodity Index Funds Trust
S-3
333-254047
March
9, 2021
$183,222
Exchange-Traded
Vehicle Securities
United
States Copper Index Fund
19,200,000
$499,200,000
Fee
Offset Sources
United
States Commodity Index Funds Trust
S-3
333-254047
March
9, 2021
Exchange-Traded
Vehicle Securities
United
States Copper Index Fund
19,200,000
$499,200,000
$183,222