SecProbe.io

February 10, 2020
William Cai
Partner
Wilshire Phoenix Funds LLC
2 Park Avenue, 20th Floor
New York, NY 10016
Re:United States Gold & Treasury Investment Trust
Registration Statement on Form S-1
Filed January 14, 2020
File No. 333-235913
Dear Mr. Cai:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed January 14, 2020
Cover Page
1.Please revise the cover page to disclose the Trust's investment objective, as discussed
elsewhere in the prospectus.
2.Please revise to include cover page risk disclosure regarding the impact of the use of
leverage on your profits and losses.
3.Please revise to disclose the initial price per share that will be paid by the initial
Authorized Participant(s).  Please also identify the initial Authorized Participant(s) prior
to effectiveness or advise.
4.Please revise to disclose the date that you expect the continuous offering to be completed.
Please refer to Item 501(b)(8) of Regulation S-K.

 FirstName LastNameWilliam Cai
 Comapany NameWilshire Phoenix Funds LLC
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 FirstName LastNameWilliam Cai
Wilshire Phoenix Funds LLC
February 10, 2020
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Prospectus Summary
Reports, page 10
5.Please include an estimate of rebalancing costs in the breakeven table or in a footnote
thereto.
6.We note your disclosure on pages 10 and 70 that the Administrator shall post a trust report
and monthly reports on a "below-referenced website."  Please revise to clearly disclose the
website to which you are referring.
Risk Factors, page 14
7.Please include a risk factor that discloses that futures-based investing is complex and risky
and an investment in the Trust should be monitored consistently by investors.
8.Please add risk factor disclosure regarding the potential for tracking error.
The Shares may trade at a price which is at, above, or below the NAV per Shares..., page 15
9.Please revise to clarify the potential impact upon investors from the shares trading at a
premium or discount to NAV.
The Trust's expenses, including Additional Trust Expenses (if any) and the Sponsor's Fee may
adversely affect..., page 18
10.We note your risk factor disclosure that “[t]he Sponsor could choose to decrease the
Sponsor's Fee in response to competitive pressures from other [emphasis added] digital
currency financial vehicles similar to the Trust.”  Noting your disclosure, please
supplementally advise whether you consider the Trust to be a digital currency financial
vehicle.  Also please revise your disclosure, here or elsewhere in your prospectus, to so
clarify in greater detail, to the extent applicable.
Regulatory and exchange accountability levels may restrict the subscription process..., page 30
11.Please disclose the applicable accountability levels and position limits and discuss the
likelihood that you will reach such thresholds.
The Trust’s returns from futures trading will be affected by market conditions..., page 31
12.We note your risk factor on page 31 regarding the risks associated with contango and
backwardation.  Please revise to describe whether the market for gold futures contracts is
or has been in contango or backwardation.  Also please revise your prospectus summary
to discuss contango and backwardation and the possible effects upon the Trust.
Description of the Trust
Management; Voting by Shareholders, page 45
13.We note your disclosure that "The Sponsor and all persons dealing with the Trust will be

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 Comapany NameWilshire Phoenix Funds LLC
 February 10, 2020 Page 3
 FirstName LastNameWilliam Cai
Wilshire Phoenix Funds LLC
February 10, 2020
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entitled to act in reliance on any vote or consent which is deemed cast or granted pursuant
to the negative consent provision and will be fully indemnified by the Trust in so
doing."  Please revise to discuss such negative consent provision in greater detail.  Also
please tell us what consideration you gave to including risk factor disclosure regarding
such provision and how it may impact investors.
Description of the Index, page 46
14.We note your disclosure that the Index is based, in part, on the price of physical
gold.  Please add disclosure regarding the relationship between performance of the Trust
and spot price performance for gold.
15.Please describe in more detail the components of the Index, in particular the weighting of
each component to the overall Index.
The Gold Custodian, page 62
16.Please briefly describe any controls that are in place to ensure that your gold that is held
by the Gold Custodian is safe.
The Commodity Broker, page 63
17.We note your reference to the Trust's transactions in swaps and forwards on page 63.  To
the extent applicable, please revise the cover page of the prospectus to describe if you are
using swaps or forwards, to name the counterparty and describe the risk.  We may have
further comments.
Expenses, page 68
18.Please revise to clarify whether the Additional Trust Expenses includes the Trust's costs of
rolling futures.
U.S. Federal Income Tax Considerations, page 81
19.We note your disclosure on page 82 that long-term capital gains recognized from the sale
of “collectibles,” including gold bullion, are taxed at a maximum rate of 28%, rather than
the 20% rate applicable to most other long-term capital gains.  Please revise to include
summary and risk factor disclosure regarding the same.
20.Please tell us if investors will receive a Schedule K-1.  If investors will receive a Schedule
K-1, please expand your risk factor disclosure regarding the taxation of shareholders in
the prospectus summary and risk factor sections.  In particular, we note that Schedules K-
1 are usually complex and involve the engagement by individuals of sophisticated tax
experts.
General
21.To the extent you intend to use a fact sheet, please provide us with a copy for our review.

 FirstName LastNameWilliam Cai
 Comapany NameWilshire Phoenix Funds LLC
 February 10, 2020 Page 4
 FirstName LastName
William Cai
Wilshire Phoenix Funds LLC
February 10, 2020
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22.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
23.Please revise to include the disclosure required by Item 407(a) of Regulation S-K.  To the
extent you do not have a board of directors, please provide risk factor disclosure regarding
your lack of a board of directors and audit committee.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact William Schroeder, Staff Accountant, at (202) 551-3294 or Michael
Volley, Staff Accountant, at (202) 551-3437 if you have questions regarding comments on the
financial statements and related matters.  Please contact David Lin, Staff Attorney, at (202) 551-
3552 or Sandra Hunter Berkheimer, Legal Branch Chief, at (202) 551-3758 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance