Correspondence 0001171200-24-000006 from USCF ETF Trust (CIK 0001597389)
USCF ETF Trust (CIK 0001597389)
Date: Jan. 12, 2024 · CIK: 0001597389 · Accession: 0001171200-24-000006
AI Filing Summary & Sentiment
File numbers found in text: 333-196273, 811-22930
Letter
Division of Investment Management Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: USCF ETF Trust File Nos. 333-196273; 811-22930
Dear Mr. Manion:
On behalf of USCF ETF Trust (the “Trust”), set forth below are the Trust’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Trust on January 10, 2024 in connection with the Staff’s review of the Trust’s reports, filings, and website, as required by Section 408 of Sarbanes-Oxley Act of 2002, as amended. Set forth below in italics is each Staff comment, and each comment is immediately followed by the Trust’s response thereto.
Comments on Annual Report for the Fiscal Year Ended June 30, 2023
1. In the Report of Independent Registered Public Accounting Firm (the “Audit Report”), when referencing financial statements included in the Annual Report, the auditor did not indicate that certain financial statements were consolidated. Please ensure that going forward, the Audit Report references consolidated financial statements where appropriate.
Response: The Trust acknowledges the Staff’s comment, and will inform the Fund’s auditor that that going forward, any Audit Reports must reference consolidated financial statements where appropriate.
Comments on Semi-Annual Report for the Fiscal Period Ended December 31, 2022
2. The Semi-Annual Report to Shareholders for the fiscal period ended December 31, 2022 was filed under form type N-CSR and not N-CSRS. In the future, please file all Semi-Annual Reports under form type N-CSRS.
Response: The Trust acknowledges the Staff’s comment, and will file future Semi-Annual Reports under form type N-CSRS.
* * *
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.
David Manion
January 12, 2024
Page 2
We hope that the foregoing has been responsive to your comments. If you have any questions or concerns about the responses set forth above, please call the undersigned at (202) 383-0472.
Sincerely,
/s/ Cynthia R. Beyea
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Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
D: +1 202.383.0472
F: +1 202.637.3593
cynthiabeyea@eversheds-sutherland.com
January
12, 2024
David Manion
Senior Staff Accountant
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: USCF ETF Trust
File Nos. 333-196273; 811-22930
Dear Mr. Manion:
On behalf of USCF ETF Trust (the “Trust”),
set forth below are the Trust’s responses to the oral comments provided by the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) to the Trust on January 10, 2024 in connection
with the Staff’s review of the Trust’s reports, filings, and website, as required by Section 408 of Sarbanes-Oxley Act of
2002, as amended. Set forth below in italics is each Staff comment, and each comment is immediately followed by the Trust’s response
thereto.
Comments on Annual Report for the Fiscal
Year Ended June 30, 2023
1. In the Report of Independent Registered Public Accounting Firm (the “Audit Report”), when
referencing financial statements included in the Annual Report, the auditor did not indicate that certain financial statements were consolidated.
Please ensure that going forward, the Audit Report references consolidated financial statements where appropriate.
Response: The Trust acknowledges the Staff’s
comment, and will inform the Fund’s auditor that that going forward, any Audit Reports must reference consolidated financial statements
where appropriate.
Comments on Semi-Annual
Report for the Fiscal Period Ended December 31, 2022
2. The Semi-Annual Report to Shareholders for the fiscal period ended December 31, 2022 was filed under
form type N-CSR and not N-CSRS. In the future, please file all Semi-Annual Reports under form type N-CSRS.
Response: The Trust acknowledges the Staff’s
comment, and will file future Semi-Annual Reports under form type N-CSRS.
* * *
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.
David Manion
January 12, 2024
Page 2
We hope that the foregoing has been responsive
to your comments. If you have any questions or concerns about the responses set forth above, please call the undersigned at (202) 383-0472.
Sincerely,
/s/ Cynthia R. Beyea
Cynthia R. Beyea
cc:
Daphne G. Frydman, USCF
Krisztina Nadasdy, Eversheds Sutherland