8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 8, 2018

UNITED STATES COMMODITY INDEX FUNDS TRUST

(Exact name of registrant as specified in its charter)

Delaware	001-34833	27-1537655
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1999 Harrison Street, Suite 1530

Oakland, California 94612

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (510) 522-9600

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 7, 2018, United States Commodity Funds LLC (“USCF”), the sponsor of United States Commodity Index Funds Trust (the “Trust”) and its series, including United States Agriculture Index Fund (“USAG”), announced that the USCF board of directors had approved a plan of liquidation and termination to (i) liquidate USAG, (ii) terminate the continuous offering of USAG, and (iii) deregister USAG under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and therefore, terminate the Trust’s obligation to include USAG on its periodic and current reports with the Securities and Exchange Commission (“SEC”). USCF has provided notice to the NYSE Arca, Inc. (“NYSE Arca”) of its decision to liquidate USAG and terminate the offering.

As of the close of regular trading on the NYSE Arca on September 6, 2018, USAG will no longer accept orders for Creation Baskets or Redemption Baskets (as such terms are defined in the USAG prospectus) from authorized participants. Trading in the shares of USAG on the NYSE Arca will be suspended prior to the open of market on September 7, 2018 and beginning on that date, there can be no assurance that there will be a secondary market for the shares. Shareholders may sell their holdings before September 7, 2018 and customary brokerage charges may apply to such transactions.

On or about September 6, 2018, USAG will begin the process of liquidating its portfolio. As a result, USAG’s cash holdings will increase, and USAG will no longer be managed in accordance with its investment objective.

The liquidation date for USAG will be September 12, 2018 and the proceeds of the liquidation are scheduled to be sent to shareholders of USAG on or about September 13, 2018.

USCF intends to file a post-effective amendment on behalf of the Trust and USAG to terminate the offering of the registered and unsold shares of USAG. The NYSE Arca will file a Form 25 with the SEC to effect the withdrawal of the listing of USAG from the NYSE Arca. Delisting from the NYSE Arca will become effective 10 days after the filing date of the Form 25. Provided that USAG continues to meet the applicable legal requirements, USCF intends to file a Form 15 on behalf of the Trust and USAG with the SEC in January 2019 to suspend the Trust’s duty to include USAG on its reports under Sections 13(a) and 15(d) of the Exchange Act. USCF expects the termination of registration will become effective 90 days after the date of the filing of the Form 15 with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1	Plan of Liquidation dated August 7, 2018
Exhibit 99.1	Press Release dated August 7, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	United States Commodity Index Funds Trust
	By:	United States Commodity Funds LLC, as sponsor
Date: August 8, 2018	By:	/s/ John P. Love
	Name:	John P. Love
	Title:	Chief Financial Officer

EX-10.1

UNITED STATES COMMODITY INDEX FUNDS TRUST

PLAN OF LIQUIDATION AND TERMINATION

of the

United States Agriculture Index Fund

This Plan of Liquidation and Termination (this “Plan”) is made by United States Commodity Index Funds Trust (the “Trust”), a Delaware statutory trust, with respect to one of its series: the United States Agriculture Index Fund (the “Fund”). The Fund was created pursuant to Article IV, Section 4.2 of the Trust’s Fourth Amended and Restated Declaration of Trust, dated as of December 15, 2017 (the “Declaration of Trust”). The Trust was established pursuant to Chapter 38 of Title 12 of the Delaware Code entitled “Treatment of Delaware Statutory Trusts,” which sets forth requirements for establishing or terminating series of a trust established thereunder (the “Delaware Trust Statute”).

RECITALS

A. Pursuant to Article XIV, Section 14.1 of the Declaration of Trust, the Trust’s sponsor (the “Sponsor”) may terminate any series of the Trust if the Sponsor, in its sole discretion, determines that the series’ aggregate net assets in relation to the operating expenses of such series make it unreasonable or imprudent to continue the business of the series long term.

B. Pursuant to Article XIV, Section 14.2 of the Declaration of Trust, upon termination of a series of the Trust in accordance with Section 3808(e) or (g), as applicable, of the Delaware Trust Statute, the business and affairs of the series shall be wound up and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority: (a) to the expenses of liquidation and termination and to creditors in satisfaction of liabilities of the series, and (b) to the series shareholders.

C. The Sponsor has determined that the Fund’s aggregate net assets in relation to the operating expenses of the Fund make it unreasonable or imprudent to continue the business of the Fund long term.

D. Based on the provisions of the Declaration of Trust and the determinations of the Sponsor set forth in the recitals above, the Sponsor has adopted this Plan with respect to the Fund.

E. The Fund is treated as a partnership that is not taxable as a corporation for U.S. federal income tax purposes.

PROVISIONS

This Plan, as set forth below, shall be effective on a date determined by the officers of the Sponsor following the adoption of this Plan by the Sponsor.

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ARTICLE 1. Liquidation and Termination; Sponsor’ Powers

(a)       The Fund shall be terminated, and its affairs shall be wound up, on such date as the Sponsor, with the advice of counsel, may determine. The liquidation date for the Fund shall be September 12, 2018 (the “Liquidation Date”) and the proceeds of the liquidation are scheduled to be sent to shareholders on or about September 13, 2018.

(b)       Following the Liquidation Date for the Fund, all powers of the Sponsor under the Declaration of Trust shall continue with respect to the Fund.

ARTICLE 2. Filings with Governmental Authorities

The appropriate officers of the Sponsor shall be authorized to (a) file with the SEC and National Futures Association any supplement and/or regulatory filing in connection with the implementation of this Plan and the transactions contemplated thereby, (b) file for and obtain any necessary tax clearance certificates and/or other documents required from the State of Delaware and any other applicable governmental authority for the Fund, (c) timely file any other documents required by any such authority, including a final Internal Revenue Service Form 1065 (U.S. Return of Partnership Income), and (d) make any other filings the appropriate officers determine are required.

ARTICLE 3. Sales, Redemptions, and Trading Before Liquidation Date

As of the close of regular trading on the NYSE Arca, Inc. (“NYSE Arca”), on September 6, 2018, the Fund will no longer accept orders for Creation Baskets or Redemption Baskets (as such terms are defined in the Fund’s prospectus) from authorized participants. Trading in the shares of the Fund on the NYSE Arca will be suspended prior to the open of market on September 7, 2018 and beginning on that date, there can be no assurance that there will be a secondary market for the shares. The Fund’s shareholders may sell their holdings before September 7, 2018 and customary brokerage charges may apply to such transactions.

On or about September 6, 2018, the Fund will begin the process of liquidating its portfolio. As a result, the Fund’s cash holdings will increase, and the Fund will no longer be managed in accordance with its investment objective.

The liquidation date for USAG will be September 12, 2018 and the proceeds of the liquidation are scheduled to be sent to shareholders of USAG on or about September 13, 2018.

These distributions to shareholders will be treated as liquidating distributions for U.S. federal income tax purposes and shareholders are encouraged to consult their own tax advisors concerning the impact of the liquidation of the Funds in light of their own unique circumstances.

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ARTICLE 4. Liquidation Procedures

(a)       The officers of the Sponsor shall cause to be prepared and published via press release, and posted on the Company’s website, notice informing the shareholders of the Fund of the adoption of this Plan and containing such other information as such officers shall find necessary or desirable.

(b)       In connection with the liquidation, the Fund shall (1) sell all of its assets for cash, convert them to cash equivalents, or permit them to mature, and apply the same to the payment of all known or reasonably ascertainable debts, obligations, and other liabilities of the Fund incurred or expected to be incurred prior to the Fund’s Liquidation Date, including necessary expenses of such Fund’s liquidation and termination, and (2) obtain such releases, indemnities, refunding, and other agreements as the Sponsor deems necessary for the protection of the Trust and the shareholders of the Fund.

(c)       The assets of the Funds remaining after payment of (or reservation of amounts to pay) the Fund’s liabilities pursuant to (a) above (the “Net Assets”) will be distributed in a single cash payment (the “Liquidating Distribution”) ratably among the shareholders of record of the Fund as of the Liquidation Date. For purposes of the Fund’s Liquidating Distribution, shares of the Fund will be individually redeemable by the Trust and its agents. The Liquidating Distribution for the Fund will be made promptly after the Liquidation Date. Should any assets of the Fund not be distributed in the Liquidating Distribution, or should additional assets attributable to the Fund come into the possession of the Trust in the future, the Trust shall, to the extent reasonably practicable, take steps to distribute such assets to shareholders of the Fund as of the Liquidation Date.

(d)       If one or more shareholder(s) of the Fund to whom one or more distributions pursuant to paragraph (c) are payable cannot be located, a trust may be created with a financial institution in the name and on behalf of the Fund and, subject to applicable abandoned property laws, any remaining assets of the Fund may be deposited in such trust for the benefit of such shareholder(s). The expenses of any such trust shall be charged against the assets therein. The Trust is under no obligation to establish such a trust.

ARTICLE 5. Amendment of this Plan

The officers of the Sponsor, acting on behalf of the Sponsor, may authorize variations from, or amendments to, the provisions of this Plan that are deemed necessary or appropriate to effect such distribution(s) and the Fund’s liquidation and termination.

ARTICLE 6. Expenses

Except as provided in Article 3, paragraph (d), the Fund, or the Sponsor on the Fund’s behalf, shall bear the expenses incurred in connection with carrying out this Plan applicable to the Fund, including the cost of liquidating its assets and terminating its existence.

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ARTICLE 7. Power of the Sponsor and its Officers

The Sponsor and the appropriate officers of the Sponsor shall have authority to do or authorize any or all acts and things as provided for in the Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of the Plan, including, without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers that may be necessary or appropriate to implement the Plan or that may be required by any applicable laws.

{Signature Page Follows}

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IN WITNESS HEREOF, the undersigned has executed this Plan and Liquidation and Termination as of this 7th day of August, 2018.

UNITED STATES COMMODITY INDEX FUNDS TRUST

By United States Commodity Funds LLC,
as Sponsor

By: /s/ John P. Love                       
Name: John P. Love
Title: President and Chief Executive Officer

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EX-99.1

 

FOR IMMEDIATE RELEASE

USCF ANNOUNCES CHANGES TO PRODUCT LINE

Oakland, CA – August 7, 2018. United States Commodity Funds LLC (USCF), a sponsor of exchange-traded products, plans to close and liquidate three of its exchange-traded products. On August 7, 2018, the Board of Directors of the Company authorized and approved the closing and liquidation each of the following funds (the Funds) together with a plan of liquidation for each Fund:

United States Agriculture Index Fund (USAG)

United States Short Oil Fund, LP (DNO)

United States Diesel-Heating Oil Fund, LP (UHN)

As of the close of regular trading on the NYSE Arca, Inc. (NYSE Arca) on September 6, 2018, the Funds will no longer accept orders for Creation Baskets or Redemption Baskets (as such terms are defined in the applicable Fund’s prospectus) from authorized participants. Trading in the shares of the Funds on the NYSE Arca, will be suspended prior to the open of market on September 7, 2018 and beginning on that date, there can be no assurance that there will be a secondary market for the shares. Shareholders may sell their holdings before September 7, 2018 and customary brokerage charges may apply to such transactions.

On or about September 6, 2018, the Funds will begin the process of liquidating their respective portfolios. As a result, the Funds’ cash holdings will increase, and the Funds will no longer be managed in accordance with their investment objectives.

The liquidation date for all the Funds will be September 12, 2018 and the proceeds of the liquidation are scheduled to be sent to shareholders of the Funds on or about September 13, 2018. 

These distributions to shareholders will be treated as liquidating distributions for U.S. federal income tax purposes and shareholders are encouraged to consult their own tax advisors concerning the impact of the liquidation of the Funds in light of their own unique circumstances.

Notice is being given to the limited partners of each of United States Short Oil Fund, LP (DNO) and United States Diesel-Heating Oil Fund, LP (UHN) (as such term is defined under each fund’s respective Third Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017) that effective as of 5:00 p.m. (prevailing Eastern Time) on September 13, 2018, each of the limited partners shall withdraw entirely from DNO and UHN, respectively, without further action. The effect of the withdrawal of all the limited partners of each of DNO and UHN will be dissolution of those funds.

For more information, please call 1-800-920-0259 or visit www.uscfinvestments.com.

 

About USCF

USCF operates on the leading edge of exchange-traded product (ETP) and exchange-traded fund (ETF) innovation. The firm broke new ground with the launch of the first oil ETP, the United States Oil Fund, LP (USO), in 2006. Over the next decade, USCF designed and issued fifteen more ETPs and ETFS, as well as a mutual fund, across commodity and equity asset classes. USCF currently manages over $3 billion in assets from its headquarters in Oakland, California.

Media Contact:

Katie Rooney

Chief Marketing Officer

Phone: 614.775.1246

Email Address: krooney@uscfinvestments.com

Katie Rooney is a registered representatives of ALPS Distributors, Inc.

Commodity trading is highly speculative and involves a high degree of risk. Commodities and futures generally are volatile and are not suitable for all investors. An investor may lose all or substantially all of an investment. Investing in commodity interests subject each Fund to the risks of its related industry. These risks could result in large fluctuations in the price of a particular Fund’s respective shares. Funds that focus on a single sector generally experience greater volatility.

Funds distributed by ALPS Distributors, Inc.