United States securities and exchange commission logo
December 1, 2022
John P. Love
President and Chief Executive Officer
United States Commodity Funds LLC
1850 Mt. Diablo Boulevard
Suite 640
Walnut Creek, CA 94596
Re: United States
Gasoline Fund, LP
Registration
Statement on Form S-3
Filed November 8,
2022
File No. 333-268248
Dear John P. Love:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
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
gasoline and on UGA.
Your discussion should address volatility in prices and trading
volume for gasoline,
gasoline 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 gasoline, prices of gasoline, the price of your
shares, the price of
any futures contracts for gasoline, the extent to which these futures
markets are
experiencing backwardation, and the increased trading volume of gasoline,
gasoline futures and
your shares as of the most recent practicable date.
John P. Love
United States Commodity Funds LLC
December 1, 2022
Page 2
Similarly, please revise your risk factors in the section titled
"Investment Risk" to describe
specific risks of current geopolitical events for the gasoline markets
and for UGA 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.
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
333-142206 and 333-
162717, declared effective on February 22, 2008 and April 30, 2010,
respectively.
However, it appears that you filed this registration statement more
than three years after
the initial effective dates of such prior registration statements. 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.
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.
Please contact Eric Envall at (202) 551-3234 or David Lin at (202)
551-3552 with any
questions.
FirstName LastNameJohn P. Love Sincerely,
Comapany NameUnited States Commodity Funds LLC
Division of
Corporation Finance
December 1, 2022 Page 2 Office of
Finance
FirstName LastName