As filed with
the Securities and Exchange Commission on May 14, 2026
Registration
No. 333-268247
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT No. 1
to
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
UNITED STATES
COMMODITY INDEX FUNDS TRUST
(Exact Name
of Registrant as Specified in Its Charter)
| |
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| Delaware |
|
6770 |
|
27-1537655 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
| |
|
|
United
States Commodity Funds LLC
1850
Mt. Diablo Boulevard, Suite 640
Walnut
Creek, California 94596
510.522.9600 |
|
Daphne
G. Frydman
1850
Mt. Diablo Boulevard, Suite 640
Walnut
Creek, California 94596
510.522.9600 |
(Address,
Including Zip Code, and Telephone Number,
Including
Area Code, of Registrant’s Principal Executive Offices) |
|
(Name,
Address, Including Zip Code, and Telephone Number,
Including
Area Code, of Agent for Service) |
Copies
to:
Raymond A.
Ramirez, Esq.
Eric D. Simanek,
Esq.
Eversheds
Sutherland (US) LLP
700 Sixth
Street, N.W., Suite 700
Washington,
DC 20001-3980
202.383.0100
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If the
only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the
following box. o
If any
of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. x
Registration No. 333-268247
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the 1934 Act:
| Large accelerated filer o |
Accelerated filer
x |
| Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
| |
Emerging growth company
o |
| |
|
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 to Section 7(a)(2)(B) of the Securities Act. o
This Registration Statement shall
become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act
of 1933, as amended.
EXPLANATORY
NOTE
This Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-268247) of United States Copper Index Fund (the “Registration
Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”),
solely for the purpose of filing additional exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment
No. 1 consists only of a facing page, this explanatory note and Part II of the Registration Statement setting forth the exhibits
to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement.
Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately
upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by
reference.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
Set forth
below is an estimate (except as indicated) of the amount of fees and expenses (other than underwriting commissions and discounts)
payable by the registrant in connection with the issuance and distribution of the units pursuant to the prospectus contained in
this registration statement.
| | |
Amount | |
| Amount SEC registration fee (actual) | |
$ | 0 | |
| NYSE Arca Listing Fee (actual) | |
$ | 0 | |
| FINRA filing fees (actual) | |
| N/A | |
| Blue Sky expenses | |
| N/A | |
| Auditor’s fees and expenses (estimate) | |
$ | 1 | |
| Legal fees and expenses (estimate) | |
$ | 20,000 | |
| Printing expenses (estimate) | |
$ | 1 | |
| Total | |
$ | 1 | |
| | |
| | |
| 1 | Because
an indeterminable amount of securities is covered by this registration statement, the
total expenses in connection with the issuance and distribution of the securities are,
therefore, not currently determinable. |
Item
15. Indemnification of Directors and Officers
USCF,
the Trustee and their respective Affiliates (collectively, “Covered Persons”) shall have no liability to the United
States Commodity Index Funds Trust (the “Trust”), United States Copper Index Fund (“CPER”), or to any
unitholder for any loss suffered by the Trust or CPER which arises out of any action or inaction of such Covered Person if such
Covered Person, in good faith, determined that such course of conduct was in the best interest of the Trust or CPER and such course
of conduct did not constitute gross negligence or willful misconduct of such Covered Person. A Covered Person shall not be liable
for the conduct or willful misconduct of any administrator or other delegatee selected by USCF with reasonable care, provided,
however, that the Trustee and its affiliates shall not, under any circumstances be liable for the conduct or willful misconduct
of any administrator or other delegatee or any other person selected by USCF to provide services to the Trust.
USCF
shall be indemnified by the Trust (or by a series separately to the extent the matter in question relates to a single series or
disproportionately affects a specific series in relation to other series) against any losses, judgments, liabilities, expenses
and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust or CPER, as applicable,
provided that (i) USCF was acting on behalf of or performing services for the Trust or CPER, as applicable and has determined,
in good faith, that such course of conduct was in the best interests of the Trust or CPER, as applicable and such liability or
loss was not the result of gross negligence, willful misconduct, or a breach of the Trust’s Amended and Restated Trust Agreement
(“Trust Agreement”) on the part of USCF and (ii) any such indemnification will only be recoverable from the assets
of the applicable series. All rights to indemnification permitted provided for under the Trust Agreement shall not be affected
by the dissolution or other cessation to exist of USCF, or the withdrawal, adjudication of bankruptcy or insolvency of USCF, or
the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against USCF.
The payment
of any indemnification shall be allocated, as appropriate, among the Trust’s series. The Trust and its series shall not
incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is
prohibited under the Trust Agreement.
Expenses
incurred in defending a threatened or pending action, suit or proceeding against USCF shall be paid by the Trust in advance of
the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services
by USCF on behalf of the Trust; (ii) the legal action is initiated by a party other than the Trust; and (iii) USCF undertakes
to repay the advanced funds with interest to the Trust in cases in which it is not entitled to indemnification.
In the
event the Trust is made a party to any claim, dispute, demand or litigation or otherwise incurs any liability or expense as a
result of or in connection with any unitholder’s (or assignee’s) obligations or liabilities unrelated to the Trust
business, such unitholder (or assignees cumulatively) is required under the Trust Agreement to indemnify the Trust for all such
liability and expense incurred, including attorneys’ and accountants’ fees.
The Trustee
will not be liable or accountable to the Trust or to any other person or under any other agreement to which the Trust is a party,
except for the Trustee’s own gross negligence or willful misconduct. USCF also indemnifies the Trustee and its successors,
assigns, legal representatives, officers, directors, shareholders, employees, agents and servants from and against any and all
liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, costs, expenses or disbursements (including
reasonable legal fees and expenses) in any way relating to or arising out of the formation, operation or termination of the Trust,
the execution, delivery and performance of any other agreements to which the Trust is a party or the action or inaction of the
Trustee, except for to the extent resulting from the gross negligence or willful misconduct of any of the indemnified parties.
Item
16. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit
No. |
|
Description |
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|
| 3.1(2) |
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Certificate
of Statutory Trust of the Registrant. |
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|
| 3.2(6) |
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Fourth
Amended and Restated Declaration of Trust and Trust Agreement. |
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| 3.3(1) |
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Sixth
Amended and Restated Limited Liability Company Agreement of USCF. |
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| 5.1(12) |
|
Opinion
of Richards, Layton & Finger, P.A. relating to the legality of the Shares. |
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| 8.1(12) |
|
Opinion
of Eversheds Sutherland (US) LLP (formerly known as Sutherland Asbill & Brennan LLP) with respect to federal income tax
consequences. |
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| 10.1(7) |
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Form
of Authorized Participant Agreement. |
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| 10.2(4) |
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Marketing
Agent Agreement. |
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| 10.3(4) |
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Custodian
Agreement. |
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| 10.4(4) |
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Administrative
Agency Agreement. |
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| 10.5(3) |
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Amended
and Restated Advisory Agreement. |
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| 10.6 (3) |
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Amended
and Restated Licensing Agreement. |
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| 10.13(5) |
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Amendment
Agreement to Marketing Agent Agreement. |
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| 10.14(8) |
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Amendment
No. 2 to the Marketing Agent Agreement. |
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| 10.15(10) |
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Amendment
No. 3 to the Marketing Agent Agreement. |
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| 10.16(5) |
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Amendment
Agreement to Custodian Agreement. |
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| 10.17(8) |
|
Amendment
No. 2 to the Custodian Agreement. |
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| 10.18(5) |
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Amendment
Agreement to Administrative Agency Agreement. |
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| 10.19(8) |
|
Amendment
No. 2 to the Administrative Agency Agreement |
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| 10.20(11) |
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Form
of Commodity Futures Customer Agreement with Marex North America LLC |
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| 10.21(12) |
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Form
of Future sand Cleared Derivatives Transactions Customer Account Agreement with RBC Capital Markets LLC |
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| 23.1(12) |
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Consent of Eversheds Sutherland (US) LLP
(formerly known as Sutherland Asbill & Brennan LLP) (incorporated by reference to exhibit
8.1 hereto). |
| |
|
|
| 23.2(12) |
|
Consent of Richards, Layton & Finger,
P.A. (incorporated by reference to exhibit
5.1 hereto). |
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| 23.3* |
|
Consent of independent registered public accounting firm. |
* Filed herewith.
| (1) |
|
Incorporated by reference to
the Annual Report on Form 10-K for the United States Commodity Index Funds Trust for the year ended December 31, 2015 filed
on March 11, 2016. |
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| (2) |
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Incorporated by reference to the initial
Registration Statement on Form S-1 (File No. 333-164024) filed on December 24, 2009. |
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| (3) |
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Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on April 24, 2018. |
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| (4) |
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Incorporated by reference to Amendment
No. 5 to the Registration Statement on Form S-1/A (File No. 333-164024) filed on July 23, 2010. |
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| (5) |
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Incorporated by reference to Amendment
No. 1 to the Registration Statement on Form S-1/A (File No. 333-170844) filed on August 31, 2011. |
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| (6) |
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Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on December 15, 2017. |
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| (7) |
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Incorporated by reference to Registrant’s
Post-Effective Amendment No. 2 to Form S-1 (File No. 333-195018) filed on March 31, 2016. |
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| (8) |
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Incorporated by reference to Registrant’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012. |
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| (9) |
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Incorporated by reference to Amendment
No. 1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-170844) filed on August 31, 2011. |
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| (10) |
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Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on October 3, 2022. |
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| (11) |
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Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on August 24, 2021. |
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| (12) |
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Incorporated by reference to Registrant’s
Registration Statement on Form S-3 (File No. 333-268247) filed on November 8, 2022. |
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(b) Financial
Statement Schedules
The financial
statement schedules are either not applicable or the required information is included in the financial statements and footnotes
related thereto.
Item
17. Undertakings
(a) The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement
is on Form S–1 and the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part
of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424 (§230.424 of this chapter);
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Walnut Creek, State of California, on
May 14, 2026.
| |
United
States Commodity Index Funds Trust |
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By |
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United
States Commodity Funds LLC
as Sponsor |
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By |
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/s/
John P. Love |
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|
|
John
P. Love
President and Chief Executive Officer |
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Pursuant to the
requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed
by the following persons in the capacities and on the dates indicated. The document may be executed by signatories hereto on any
number of counterparts, all of which shall constitute one and the same instrument.
| Signature |
|
Title |
|
Date |
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| /s/ John
P. Love |
|
President and Chief Executive Officer |
|
May 14, 2026 |
| John P. Love |
|
(Principal Executive Officer) and Management
Director |
|
|
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| /s/ Stuart
P. Crumbaugh |
|
Chief Financial Officer |
|
May 14, 2026 |
| Stuart P. Crumbaugh |
|
(Principal Financial and Accounting Officer)
and Management Director |
|
|
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| * |
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Management Director |
|
May 14, 2026 |
| Kathryn D. Rooney |
|
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| * |
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Management Director |
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May 14, 2026 |
| Robert L. Nguyen |
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| * |
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Independent Director |
|
May 14, 2026 |
| Peter M. Robinson |
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| * |
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Independent Director |
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May 14, 2026 |
| Gordon L. Ellis |
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| * |
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Independent Director |
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May 14, 2026 |
| Malcolm R. Fobes III |
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| *By: |
/s/ John P. Love |
|
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John P. Love |
|
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(pursuant to a power of attorney signed by each individual on March 20, 2023) |
