NOTE 1 – ORGANIZATION
The USCF ETF Trust (the “Trust”)
was organized as a Delaware statutory trust in accordance with a Declaration of Trust dated November 6, 2013. The Declaration
of Trust was amended and restated on June 16, 2014. The Trust is authorized to have multiple segregated series or portfolios.
The Trust is an open-end management investment company registered under the Investment Company Act of 1940 (the “1940 Act”).
The Trust currently consists of three investment portfolios, each of which is an exchange-traded fund (“ETF”): the
USCF SummerHaven SHPEI Index Fund (“BUY”), the USCF SummerHaven SHPEN Index Fund (“BUYN”) and the USCF
SummerHaven Dynamic Commodity Strategy No K-1 Fund (“SDCI”) (each a “Fund” and collectively, the “Funds”).
BUY and BUYN commenced operations on November 30, 2017. Shares of BUY and BUYN were listed on the NYSE Arca Equity, Inc. (“NYSE
Arca”) on December 1, 2017. SDCI commenced operations on May 2, 2018. Shares of SDCI were listed on NYSE Arca on May 3,
2018. Other series or portfolios may be added to the Trust in the future. The Adviser serves as the investment adviser to each
of the Funds. The Adviser has been registered as an investment adviser with the Securities Exchange Commission (the “SEC”)
since July 1, 2014 and is a wholly-owned subsidiary of Wainwright Holdings, Inc. SummerHaven Investment Management, LLC (the “Sub-Adviser”)
serves as the sub-adviser to BUY, BUYN and to the USCF Cayman Commodity 2 (the “Subsidiary”), a wholly-owned subsidiary
of SDCI.
NOTE 2 – SIGNIFICANT
ACCOUNTING POLICIES
The accompanying financial
statements were prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), which require
the use of estimates and assumptions made by management. These may affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases
in net assets from operations during the reporting period. Actual results could differ from those estimates. The following is
a summary of significant accounting policies consistently followed by the Funds in preparation of their financial statements.
Basis of Presentation
The financial statements have
been prepared in conformity with GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting
Standards Codification (“ASC”). The Funds are investment companies and follow the accounting and reporting guidance
in FASB Topic 946.
32
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Calculation of Net Asset
Value
The Net Asset Value (“NAV”)
of a Fund’s shares is calculated each day the national securities exchanges are open for trading. The NAV for BUY and BUYN
is calculated as of the close of regular trading on NYSE Arca, generally 4:00 p.m. New York time. For SDCI, the NAV is generally
calculated at 2:30 p.m. Eastern Time. For each Fund, the time at which its NAV is calculated as described herein is its “NAV
Calculation Time”. If regular trading on NYSE Arca closes earlier than 2:30 p.m. Eastern Time on a given day, the NAV of
the SDCI’s shares will be calculated as of that earlier time. NAV per share is calculated by dividing the Fund’s net
assets by the number of the Fund’s outstanding shares.
In calculating its NAV, a Fund
generally values its assets on the basis of market quotations, last sale prices, or estimates of value furnished by a pricing
service or brokers who make markets in such instruments. Debt obligations with maturities of 60 days or less are valued at amortized
cost.
Fair value pricing is used
by a Fund when reliable market valuations are not readily available or are not deemed to reflect current market values. Securities
that may be valued using “fair value” pricing may include, but are not limited to, securities for which there are
no current market quotations or whose issuer is in default or bankruptcy, securities subject to corporate actions (such as mergers
or reorganizations), securities subject to non-U.S. investment limits or currency controls, and securities affected by “significant
events.” An example of a significant event is an event, occurring after the close of the market in which a security trades
but before a Fund’s next NAV Calculation Time that may materially affect the value of the Fund’s investment (e.g.,
government action, natural disaster, or significant market fluctuation). When fair-value pricing is employed, the prices of securities
used by a Fund to calculate its NAV may differ from quoted or published prices for the same securities.
The value of the SDCI’s
assets that trade in markets outside the United States may fluctuate on days that foreign markets are open (which may include
non-Business Days). As such, the value of the SDCI’s investments may change on days when you will not be able to purchase
or redeem SDCI shares.
Security Valuation
i. Securities
Investments by any Fund in
securities are carried at market value. All equity securities that are traded on a national securities exchange are valued at
the last sale price at the time of the close of the New York Stock Exchange (“NYSE”). If on a particular day an exchange-listed
security does not trade, then the mean between the closing bids and asked prices will be used. In the case of securities listed
on more than one national securities exchange, the last quoted sale, up to the time of valuation, on the exchange on which the
security is principally traded will be used. If there were no sales on that exchange, the last quoted sale on the other exchange
will be used.
For securities held by any
Fund that are traded on the NASDAQ, the NASDAQ Official Closing Price (e.g., the NASDAQ Closing Cross price, if available) is
used. All non-NASDAQ equity securities that are not traded on a listed exchange are valued at the last sale price at the close
of the NYSE. If a non-exchange listed security does not trade on a particular day, or if a last sales price or NASDAQ Official
Closing Price is not available, then the mean between the closing bid and asked price will be used.
Securities having a remaining
maturity of 60 days or less are valued at amortized cost, which approximates market value.
The cost of securities sold
is determined on the identified cost basis. When market quotations are not readily available or when events occur that make established
valuation methods unreliable, securities of the Funds may be valued at fair value determined in good faith by or under the direction
of the Board of Trustees (the “Board”).
Security transactions are recorded
on the dates the transactions are entered, which is the trade date.
ii. Treasuries
SDCI also may invest in U.S.
government obligations. U.S. government obligations include U.S. Treasury obligations and securities issued or guaranteed by various
agencies of the U.S. government, or by various instrumentalities which have been established or sponsored by the U.S. government.
U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government. Securities issued or guaranteed
by U.S. federal agencies and U.S. government sponsored instrumentalities may or may not be backed by the full faith and credit
of the U.S. government.
iii. Fair Value Measurement
The Funds utilize various methods
to measure the fair value of most of their investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs
to valuation methods. The three levels of inputs are:
Level 1 – Unadjusted
quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
Level 2 – Observable
inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
These inputs may include quoted prices for the identical instrument or an inactive market, prices for similar instruments, interest
rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 – Unobservable
inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own
assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the
best information available.
34
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Semi-Annual
Report December 31, 2019
|
The availability of observable
inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security,
whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular
to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market,
the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value
is greatest for instruments categorized in Level 3.
The inputs used to measure
fair value may fall into different levels of the fair value hierarchy. In such cases for disclosure purposes, the level in the
fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input
that is significant to the fair value measurement in its entirety.
The following tables summarize
the valuation of securities at December 31, 2019 for the Funds, using the fair value hierarchy:
BUY
Investments, at fair value
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Common Stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto Parts & Equipment
|
|
$
|
1,295,170
|
|
|
$
|
1,295,170
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Building Materials
|
|
|
883,585
|
|
|
|
883,585
|
|
|
|
—
|
|
|
|
—
|
|
Electronics
|
|
|
1,654,002
|
|
|
|
1,654,002
|
|
|
|
—
|
|
|
|
—
|
|
Engineering & Construction
|
|
|
956,876
|
|
|
|
956,876
|
|
|
|
—
|
|
|
|
—
|
|
Internet
|
|
|
318,108
|
|
|
|
318,108
|
|
|
|
—
|
|
|
|
—
|
|
Media
|
|
|
278,622
|
|
|
|
278,622
|
|
|
|
—
|
|
|
|
—
|
|
Metal Fabricate & Hardware
|
|
|
860,161
|
|
|
|
860,161
|
|
|
|
—
|
|
|
|
—
|
|
Oil & Gas
|
|
|
2,222,429
|
|
|
|
2,222,429
|
|
|
|
—
|
|
|
|
—
|
|
Pharmaceuticals
|
|
|
530,633
|
|
|
|
530,633
|
|
|
|
—
|
|
|
|
—
|
|
Real Estate
|
|
|
152,150
|
|
|
|
152,150
|
|
|
|
—
|
|
|
|
—
|
|
Retail
|
|
|
3,379,130
|
|
|
|
3,379,130
|
|
|
|
—
|
|
|
|
—
|
|
Savings & Loans
|
|
|
487,154
|
|
|
|
487,154
|
|
|
|
—
|
|
|
|
—
|
|
Semiconductors
|
|
|
1,573,791
|
|
|
|
1,573,791
|
|
|
|
—
|
|
|
|
—
|
|
Transportation
|
|
|
1,154,053
|
|
|
|
1,154,053
|
|
|
|
—
|
|
|
|
—
|
|
Trucking & Leasing
|
|
|
251,779
|
|
|
|
251,779
|
|
|
|
—
|
|
|
|
—
|
|
Miscellaneous
|
|
|
14,370,270
|
|
|
|
14,370,270
|
|
|
|
—
|
|
|
|
—
|
|
Total Investments, at fair value
|
|
$
|
30,367,913
|
|
|
$
|
30,367,913
|
|
|
$
|
—
|
|
|
$
|
—
|
|
BUYN
Investments, at fair value
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Common Stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto Manufacturers
|
|
$
|
19,805
|
|
|
$
|
19,805
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Auto Parts & Equipment
|
|
|
158,338
|
|
|
|
158,338
|
|
|
|
—
|
|
|
|
—
|
|
Electrical Components & Equipment
|
|
|
11,250
|
|
|
|
11,250
|
|
|
|
—
|
|
|
|
—
|
|
Energy-Alternate Sources
|
|
|
23,640
|
|
|
|
23,640
|
|
|
|
—
|
|
|
|
—
|
|
Forest Products & Paper
|
|
|
20,445
|
|
|
|
20,445
|
|
|
|
—
|
|
|
|
—
|
|
Hand & Machine Tools
|
|
|
11,694
|
|
|
|
11,694
|
|
|
|
—
|
|
|
|
—
|
|
Iron & Steel
|
|
|
35,292
|
|
|
|
35,292
|
|
|
|
—
|
|
|
|
—
|
|
Machinery-Construction & Mining
|
|
|
34,853
|
|
|
|
34,853
|
|
|
|
—
|
|
|
|
—
|
|
Machinery-Diversified
|
|
|
64,890
|
|
|
|
64,890
|
|
|
|
—
|
|
|
|
—
|
|
Metal Fabricate & Hardware
|
|
|
11,586
|
|
|
|
11,586
|
|
|
|
—
|
|
|
|
—
|
|
Mining
|
|
|
25,646
|
|
|
|
25,646
|
|
|
|
—
|
|
|
|
—
|
|
Oil & Gas
|
|
|
322,323
|
|
|
|
322,323
|
|
|
|
—
|
|
|
|
—
|
|
Retail
|
|
|
13,243
|
|
|
|
13,243
|
|
|
|
—
|
|
|
|
—
|
|
Miscellaneous
|
|
|
23,315
|
|
|
|
23,315
|
|
|
|
—
|
|
|
|
—
|
|
Rights:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Investments, at fair value
|
|
$
|
776,320
|
|
|
$
|
776,320
|
|
|
$
|
—
|
|
|
$
|
—
|
|
SDCI
Investments
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Deposit
|
|
$
|
97,400
|
|
|
$
|
97,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
United States Treasury Obligations
|
|
|
2,592,323
|
|
|
|
2,592,323
|
|
|
|
—
|
|
|
|
—
|
|
United States – Money Market Funds
|
|
|
2,660,000
|
|
|
|
2,660,000
|
|
|
|
—
|
|
|
|
—
|
|
Total Cash Equivalents, at value
|
|
$
|
5,349,723
|
|
|
$
|
5,349,723
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Exchange-Traded Futures Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Contracts
|
|
$
|
(38,400
|
)
|
|
$
|
(38,400
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
United States Contracts
|
|
|
127,116
|
|
|
|
127,116
|
|
|
|
—
|
|
|
|
—
|
|
Total Exchange-Traded Futures Contracts
|
|
$
|
88,716
|
|
|
$
|
88,716
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Investments
|
|
$
|
5,438,439
|
|
|
$
|
5,438,439
|
|
|
$
|
—
|
|
|
$
|
—
|
|
For the six months ended December
31, 2019, the Funds did not have any transfers between Level 1, Level 2 and Level 3 securities.
SDCI adopted the provisions
of Accounting Standards Codification 815 – Derivatives and Hedging, which require presentation of qualitative disclosures
about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts and gains and losses
on derivatives.
36
|
Semi-Annual
Report December 31, 2019
|
Fair
Value of Derivative Instruments
Derivatives not Accounted for
as Hedging Instruments
|
|
Consolidated
Statements of
Assets and Liabilities
|
|
|
Fair Value At
December 31, 2019
|
|
|
Fair Value At
At June 30,
2019
|
|
Open Futures Contracts
|
|
|
Assets
|
|
|
$
|
88,716
|
|
|
$
|
(43,144
|
)
|
The Effect of Derivative
Instruments on the Consolidated Statements of Operations
|
|
|
|
|
For the Six Months
Ended
December 31, 2019
|
|
|
For the Year Ended
June 30, 2019
|
|
Derivatives not
Accounted for
as Hedging
Instruments
|
|
Location
of Gain
(Loss) on Derivatives
Recognized in
Income
|
|
|
Realized
Gain
(Loss) on
Derivatives
Recognized
in Income
|
|
|
Change
in
Unrealized
Gain
(Loss) on
Derivatives
Recognized
in Income
|
|
|
Realized
Gain
(Loss) on
Derivatives
Recognized
in Income
|
|
|
Change
in
Unrealized
Gain
(Loss) on
Derivatives
Recognized
in Income
|
|
Open Futures
Contracts
|
|
|
Net
Realized Gain (Loss) on Futures Contracts
|
|
|
$
|
(164,994
|
)
|
|
|
|
|
|
$
|
(1,007,940
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Change in Unrealized Appreciation (Depreciation) on Open Futures Contracts
|
|
|
|
|
|
|
$
|
131,860
|
|
|
|
|
|
|
$
|
(62,069
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
Dividend income is recorded
on the ex-dividend date, as soon as information is available to the Funds. Distributions to shareholders, which are determined
in accordance with income tax regulations, are also recorded on the ex-dividend date. Interest income is recorded as earned. Discounts
and premiums on securities purchased are amortized over the life of the respective securities.
As of and during the period
ended December 31, 2019, the Funds did not have a liability for any unrecognized tax benefits in the accompanying financial statements.
The Funds file income tax returns in the U.S. federal jurisdiction and Delaware.
The Funds follow ASC 740 “Income
Taxes”, which requires that the financial statements effects of a tax position taken or expected to be taken in a tax return
be recognized in the financial statements when it is more likely than not, based on the technical merits, that the position will
be sustained upon examination. Management has concluded that the Funds have taken no uncertain tax positions that require adjustment
to the financial statements.
Federal and Other Taxes
It is the Trust’s policy
to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to
regulated investment companies. Accordingly, the Funds intend to distribute substantially all of their income and net realized
gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Funds’
financial statements. Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital
gains at various rates.
Management has reviewed the
tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions
taken on returns filed for open tax years or expected to be taken with the 2019 tax returns. Each Fund’s federal tax returns
for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
Dividends and Distributions
Each Fund intends to pay out
dividends on a quarterly basis. Nonetheless, each Fund may not make a dividend payment every quarter. Each Fund intends to distribute
its net realized capital gains, if any, to investors annually. Each Fund may occasionally be required to make supplemental distributions
at some other time during the year. Distributions in cash may be reinvested automatically in additional whole shares only if the
broker through whom you purchased shares makes such option available. Your broker is responsible for distributing the income and
capital gain distributions to you.
For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or qualified dividend income to the extent of a Fund’s
current and accumulated earnings and profits. Taxes on distributions of capital gains (if any) are determined by how long a Fund
owned the investments that generated them, rather than how long you have owned your Fund shares. Sales of assets held by a Fund
for more than one year generally result in long-term capital gains and losses, and sales of assets held by such Fund for one year
or less generally result in short-term capital gains and losses. Distributions of a Fund’s net capital gain (the excess
of realized net long-term capital gains over realized net short-term capital losses) that are properly reported by such Fund as
capital gain dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains. For non-corporate shareholders,
long-term capital gains are generally subject to tax at reduced maximum rates. Distributions of short-term capital gain will be
taxable as ordinary income. Distributions of investment income properly reported by a Fund as “qualified dividend income”
are generally taxed to non-corporate shareholders at the same rates applicable to long-term capital gains, provided holding periods
and other requirements are met by the Fund and the shareholder. Distributions in excess of a Fund’s current and accumulated
earnings and profits will first be treated as a non-taxable return of capital to the extent of a shareholder’s basis in
the shares, and thereafter, as gain from the sale of shares. A shareholder’s basis in its shares will be reduced by the
amount of any distribution treated as a non-taxable return of capital.
38
|
Semi-Annual
Report December 31, 2019
|
In general, distributions are
subject to federal income tax for the year in which they are paid. Certain distributions paid in January, however, may be treated
as paid on December 31 of the prior year. Distributions are generally taxable even if they are paid from income or gains earned
by a Fund before your investment (and, thus, were included in the price you paid for your shares).
Distributions (other than Capital
Gain Dividends and dividends properly reported by us as interest-related dividends or short-term capital gain dividends) paid
to individual shareholders that are neither citizens nor residents of the U.S. or to foreign entities will generally be subject
to a U.S. withholding tax at the rate of 30%, unless a lower treaty rate applies.
The Trust (or financial intermediaries,
such as brokers, through which shareholders own Fund shares) generally is required to withhold and remit to the U.S. Treasury
a percentage of the taxable distributions and sale or redemption proceeds paid to any shareholder who fails to properly furnish
a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify that he,
she or it is not subject to such withholding. In addition, even if shareholders have provided appropriate certifications to the
intermediary through which they hold shares, such withholding may apply if the intermediary is a foreign intermediary unless such
foreign intermediary either enters into an agreement with the Internal Revenue Service regarding reporting or is located in a
jurisdiction that has entered into an Intergovernmental Agreement with the Internal Revenue Service and such foreign intermediary
is in compliance with the terms of such intergovernmental agreement and any enabling legislation or administrative actions.
Indemnification
The Trust will indemnify its
officers and trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally,
in the normal course of business, the Trust enters into contracts that contain a variety of representations and warranties and
which provide general indemnities. The Funds’ maximum exposure under these arrangements is unknown, as this would involve
future claims that may be made against the Funds that have not yet occurred. However, the Trust expects the risk of loss due to
these warranties and indemnities to be remote.
NOTE 3 – RISKS
The Funds’ risks include,
but are not limited, to the following:
i. Cayman Subsidiary
With respect to an investment
in SDCI, there is additional risk related to the Subsidiary. The Subsidiary is an exempted company incorporated under the laws
of the Cayman Islands and is a wholly-owned subsidiary of SDCI. The Subsidiary allows SDCI to gain exposure to certain types of
commodity-linked derivative instruments and satisfy regulated investment company (“RIC”) tax requirements. SDCI is
the sole shareholder of the Subsidiary and it is intended that SDCI will remain the sole shareholder and will continue to control
the Subsidiary.
By investing in the Subsidiary,
SDCI will be indirectly exposed to the risks associated with the Subsidiary’s investments. SDCI may invest up to 25% of
its total assets in the Subsidiary. The accompanying Consolidated Schedule of Investments and Consolidated Financial Statements
include the positions and accounts of the Subsidiary. All inter-fund balances and transactions, if any, have been eliminated in
consolidation.
As of December 31, 2019, SDCI
and the Subsidiary net assets were as follows:
Total
Net Assets
|
|
|
Subsidiary
Net Assets
|
|
|
%
of Fund Represented by
Subsidiary’s Net Assets
|
|
|
$
5,495,102
|
|
|
|
$
1,080,933
|
|
|
|
19.7%
|
|
Market
Risk. The trading prices of equity securities fluctuate, sometimes rapidly and unpredictably, in response to a variety of
factors. These factors include events impacting the entire market or a specific market segment. The market value of portfolio
holdings can be volatile and change quickly. Each Fund’s NAV and market price, like market prices generally, may fluctuate
significantly. As a result, an investor could lose money over short or long periods of time, including the possible loss of the
entire principal amount of an investment.
Liquidity
Risk. The Funds may not always be able to liquidate its investments at the desired price or time (or at all) or at prices
approximating those at which the Funds currently value them. It may be difficult for the Funds to value illiquid holdings accurately.
Unexpected market illiquidity may cause major losses at any time or from time to time.
Premium or
Discount to NAV Risk. As with all exchange-traded funds (“ETFs”), Fund shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of the shares of a Fund will approximate the Fund’s
NAV, there may be times when the market price and the NAV vary significantly, particularly in times of market stress. Thus, an
investor may pay significantly more (or less) than NAV when buying shares of a Fund in the secondary market, or receive significantly
more (or less) than NAV when selling those shares in the secondary market. A premium or discount to NAV may be reflected in the
spread between “bid” and “ask” prices that are quoted during the course of a trading day. If an investor
purchases Fund shares at a time when the market price is at a premium to the NAV of the Fund’s shares, or sells at a time
when the market price is at a discount to the NAV of the Fund’s shares, an investor may sustain losses.
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Fluctuation
of NAV Risk. The market prices of each Fund’s shares will generally fluctuate in accordance with changes in NAV as well
as the relative supply of and demand for each Fund’s shares on NYSE Arca. The Adviser cannot predict whether each Fund’s
shares will trade below, at, or above NAV.
Secondary
Market Risk. Although each Fund’s shares are listed for trading on NYSE Arca and may be listed or traded on U.S. and
non-U.S. stock exchanges other than NYSE Arca, there can be no assurance that an active trading market for such shares will develop
or be maintained. Investors buying or selling Fund shares in the secondary market will pay brokerage commissions or other charges
imposed by brokers and will incur the cost of the difference between “bid” and “ask” prices of the Fund’s
shares.
New
Fund Risk. As new funds, there can be no assurance that the Funds will grow to or maintain an economically viable size.
Correlation
to Private Equity Returns Risk. The return of BUY and BUYN or each Fund’s corresponding Index may not match or achieve
a high degree of correlation with the return of investments in private equity funds or direct investments in private equity due
to assumptions in SHIM’s proprietary methodology that prove to be incorrect or asymmetries between investments in public
equity versus private equity, such as the limited liquidity (or illiquidity), infrequency of valuations, and estimated valuations
associated with private equity investments.
Private
Equity Investing Risk. BUY seeks to generate returns that mimic the returns of U.S. private equity funds, as measured by SHPEI.
Because investing in private equity often carries a high degree of risk, the returns of private equity funds may be subject to
greater volatility than the returns of funds that invest in larger, more established public companies. BUYN seeks to generate
returns that mimic the returns of U.S. private equity funds that focus on natural resource investments, as measured by SHPEN.
Similarly, BUY and BUYN’s returns may experience greater volatility than funds that invest in larger, more established public
companies. BUY and BUYN do not invest in private equity funds nor do they invest directly in private equity of companies.
Derivatives
Risk. The value of a derivative instrument, such as SDCI’s investments in Commodity Interests (as defined below), depends
largely on (and is derived from) an underlying asset (or a reference rate or index). Derivative instruments such as cash-settled
options, forward contracts, options on futures contracts, cleared swap contracts, swap contracts other than cleared swap contracts,
and other options and swaps, collectively with the Component Futures Contracts, are called the “Commodity Interests”.
Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by owning
the derivative. As a result, an adverse change in the value of the underlying asset of a derivative could result in SDCI sustaining
a loss that is substantially greater than the amount invested in the derivative, which may make SDCI’s returns more volatile
and increase the risk of loss. SDCI may not be able to close out a derivative transaction at a favorable time or price. Derivatives
may also be harder to value, less tax efficient, and subject to changing government regulation that could impact SDCI’s
ability to use certain derivatives or their cost. Also, derivatives used to gain or limit exposure to a particular market segment
may not provide the expected benefits, particularly during adverse market conditions. These risks are greater for SDCI than most
other ETFs because SDCI will implement its investment strategy primarily through investments in Commodity Interests, which are
derivative instruments.
Commodities
Risk. Exposure to the commodities markets through investments in Commodity Interests may subject SDCI to greater volatility
than investments in traditional securities. The risks and hazards that are inherent in commodity production may cause the price
of commodities to fluctuate widely. Significant changes in the value of commodities may lead to volatility in SDCI’s NAV
and market price.
Commodities
Tax Risk. SDCI intends to qualify as a RIC under subchapter M of the Internal Revenue Code (the “Code”). If it
qualifies as a RIC and satisfies certain minimum distribution requirements, SDCI will not be subject to fund-level U.S. federal
income tax on income and gains that it timely distributes to shareholders. To qualify as a RIC, SDCI must satisfy certain source-of-income
requirements. As discussed above, SDCI intends to gain exposure to the commodities market primarily through its investment in
the Subsidiary. SDCI believes based on current law that its taxable income from the Subsidiary will be qualifying income for purposes
of the RIC source-of-income requirements. If the income of SDCI from the Subsidiary is treated as non-qualifying income, SDCI
might fail to qualify as a RIC and be subject to federal income tax at the fund level. Such adverse effects could also, among
other consequences, limit SDCI’s ability to pursue its investment strategy. SDCI seeks to manage its investments in the
Subsidiary and in Commodity Interests as necessary to maintain its qualifications as a RIC.
Cash
Transaction Risk. Creation and redemption transactions are expected to generally settle through payments of cash and/or fixed
income securities, which will cause SDCI to incur certain costs, such as brokerage costs, that it would not incur if it made in-kind
redemptions.
NOTE 4 – INVESTMENT
ADVISORY AND OTHER AGREEMENTS
Investment Adviser
The Adviser serves as the investment
adviser to each Fund pursuant to an investment advisory agreement between the Trust and the Adviser. For SDCI, the Adviser also
serves as investment adviser to the Subsidiary pursuant to a separate investment advisory agreement. The Sub-Adviser serves as
the sub-adviser to BUY and BUYN and to the Subsidiary in each case pursuant to a sub-advisory agreement. The advisory and sub-advisory
agreements for BUY and BUYN were approved by the Board at a September 22, 2017 meeting. The Board approved each of these agreements
at an August 7, 2019 meeting. (See also Note 11.)
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Management Fees
Each Fund pays the Adviser
a unitary management fee as compensation for its services and its assumption of Fund expenses. The Adviser is responsible for
all expenses of the Funds except expenses for taxes and governmental fees; brokerage fees; commissions and other transaction expenses;
costs of borrowing money, including interest expenses; securities lending expenses; extraordinary expenses (such as litigation
and indemnification expenses); and fees and expenses of any independent legal counsel. The Adviser may voluntarily waive any portion
of its management fee from time to time, and may discontinue or modify any such voluntary limitations in the future at its discretion.
The following table lists the total management fee paid by each Fund.
Fund
|
|
Management Fee
|
|
BUY
|
|
|
0.95
|
%
|
BUYN
|
|
|
0.95
|
%
|
SDCI
|
|
|
0.80
|
%
|
At a meeting of the Board on
August 7, 2019, the Board approved an agreement between the Adviser and the Trust pursuant to which the Adviser waives 0.15%,
0.15%, and 0.20% of the management fees payable by BUY, BUYN, and SDCI, respectively. The agreement became effective on August
15, 2019. The agreement will remain in effect through October 31, 2020, and may be renewed by the Adviser in its sole discretion
thereafter. The agreement may be amended or terminated only by the agreement of the Board and the Adviser, and will terminate
automatically with respect to any Fund in the event of the termination of the Investment Advisory Agreement between the Adviser
and such Fund. Amounts waived are not subject to recoupment by the Adviser.
The Sub-Adviser receives a
management fee equal to a percentage of the Fund’s average daily net assets for the services it provides to each Fund. The
Sub-Adviser’s fees are calculated daily and paid monthly by the Adviser out of its management fees. The following table
lists the sub-advisory fees paid to the Sub-Adviser.
Fund
|
|
Sub-Adviser Fee
|
|
BUY
|
|
|
0.06
|
%
|
BUYN
|
|
|
0.06
|
%
|
SDCI
|
|
|
0.06
|
%
|
The Adviser and the Sub-Adviser
(subject to the Adviser’s oversight) supervise and manage the investment portfolio of each Fund and direct the purchase
and sale of each Fund’s investments.
Administrator, Custodian
and Transfer Agent
Brown Brothers Harriman &
Company (“BBH”) serves as the administrator, custodian and transfer agent for the Funds. Under the Administrative
Agency Agreement with the Trust, BBH performs certain administrative, accounting, transfer agency and dividend disbursing services
for the Funds and prepares certain reports filed with the U.S. Securities and Exchange Commission (“SEC”) on behalf
of the Trust and the Funds. Under the Custodian Agreement with the Trust, BBH maintains in separate accounts: cash, securities
and other assets of the Funds; keeps all necessary accounts and records, and provides other services. BBH is required, upon the
order of the Trust, to deliver securities held by BBH and to make payments for securities purchased by the Trust for the Funds.
Buying and Selling Fund
Shares
The Funds are ETFs. This means
that shares of the Funds may only be purchased and sold on a national securities exchange, such as NYSE Arca, through a broker-dealer.
The price of the Fund’s shares is based on market price. Because Fund shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (premium) or less than NAV (discount).
Each Fund issues and redeems
shares at NAV only in large blocks of shares (“Creation Baskets” and “Redemption Baskets,” respectively),
which only certain institutions or large investors (typically, market makers or other broker-dealers) that have entered into an
agreement with ALPS Distributors, Inc. (the “Distributor”) may purchase or redeem. Such institutions and large investors
are referred to herein as “Authorized Participants” or “APs.” Currently, Creation Baskets and Redemption
Baskets generally consist of 50,000 shares, though this may change from time to time. Authorized Participants are required to
pay a transaction fee of $350 to compensate the Fund for brokerage and transaction expenses when purchasing Creation Baskets or
redeeming Redemption Baskets.
SDCI
generally issues and redeems Creation Baskets and Redemption Baskets in exchange for a designated amount of cash. BUY and
BUYN generally issue and redeem Creation Baskets and Redemption Baskets in exchange for a portfolio of securities closely
approximating the holdings of the BUY and BUYN, respectively, and/or a designated amount of cash. For BUY and BUYN, to the
extent that an Authorized Participant purchases a Creation Basket with cash or redeems a Redemption Basket for cash, the
Authorized Participant will be subject to an additional charge no greater than 5.0%.
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Distributor
The Distributor serves as the
distributor of Creation Baskets and Redemption Baskets for the Funds on an agency basis. The Distributor does not maintain a secondary
market in shares.
The Distributor is the distributor
of the Trust. The Distributor has entered into a Distribution Agreement with the Trust pursuant to which it distributes shares
of the Funds in Creation Basket aggregations. The Distributor is a broker-dealer registered under the Securities Exchange Act
of 1934, as amended, and a member of the Financial Industry Regulatory Authority. Fees under the Distribution Agreement are paid
by the Adviser. The Adviser may, from time to time and from its own resources, make other distribution-related payments to the
Distributor or other persons.
Licensing Agreements
SHIM, an affiliate of the Sub-Adviser
for BUY, BUYN and the Subsidiary, owns and maintains the SHPEI, SHPEN and SDCITR (collectively, the “Indexes”). The
Adviser and SHIM have entered into one or more licensing agreements (the “Licensing Agreements”) for the Trust’s
use of the Indexes, for which the Adviser pays SHIM licensing fees. The licensing fees are separate from the fees paid to the
Sub-Adviser for sub-advisory services provided to BUY, BUYN and the Subsidiary.
Investors cannot be assured
of the continuation of the Licensing Agreements between SHIM and the Adviser for use of the Indexes. Should the Licensing Agreements
between SHIM and the Adviser be terminated, the Adviser and the Board will consider available alternatives, including finding
replacement indexes or liquidating the Funds. Termination of the Licensing Agreements may have an adverse effect on the performance
and NAV of the Funds’ shares.
NOTE 5 – INVESTMENT
TRANSACTIONS – PURCHASES AND SALES
During the period ended December
31, 2019, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments and in-kind
transactions) were as follows:
Fund
|
|
Purchases
|
|
|
Sales
|
|
BUY
|
|
$
|
1,521,670
|
|
|
$
|
1,472,906
|
|
BUYN
|
|
|
478,606
|
|
|
|
474,322
|
|
SDCI
|
|
|
1,212,387
|
|
|
|
—
|
|
NOTE 6 – DISTRIBUTIONS
AND TAXES
It is the policy of the Funds
to qualify as regulated investment companies by complying with the requirements of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies and by distributing substantially all of their earnings to shareholders. Therefore,
no federal income tax provision is required.
Income distributions and capital
gain distributions are determined in accordance with tax regulations, which may differ from GAAP.
NOTE 7 – BENEFICIAL
OWNERSHIP
Certain owners of the Adviser
are also owners and/or trustees of the Funds. These individuals may receive benefits from any management fees paid to the Adviser.
NOTE 8 – CAPITAL LOSS
CARRY FORWARD
Under the Regulated Investment
Company Modernization Act of 2010 (the “Act”), the Funds are permitted to carry forward capital losses incurred in
taxable years beginning after December 22, 2010, for an unlimited period. However, any losses incurred during those future taxable
years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this, pre-enactment
capital loss carryforwards may be more likely to expire unused.
As of December 31, 2019, none
of the Funds generated a net capital loss carryforward.
NOTE 9 – TRUSTEES
FEES
The Trust compensates each
Trustee who is not an “interested person” of the Trust as defined in the 1940 Act. The Adviser, as a result of each
Fund’s unitary management fee, pays for such compensation. The Trustees who are “interested persons” of the
Trust do not receive any Trustees’ fees.
NOTE 10 – CASH MANAGEMENT
TRANSACTIONS
The Funds subscribe to BBH
Cash Management Service (“CMS”). The BBH CMS is an investment product that automatically sweeps the Funds’ cash
balances into overnight offshore time deposits with either BBH Grand Cayman branch or branches of pre-approved world class commercial
banks. This fully automated program allows the Funds to earn interest on cash balances.
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Excess cash invested with deposit
institutions domiciled outside of the United States, as with any offshore deposit, may be subject to sovereign actions in the
jurisdiction including, but not limited to, freeze, seizure, or diminution. The Funds bear the risk associated with the repayment
of principal and payment of interest on such instruments by the institution with which the deposit is ultimately placed. Balances
in the BBH CMS are accounted for on a cost basis, which approximates market value.
NOTE 11 – SUBSEQUENT
EVENTS
On December 31, 2019, one of
the owners of the Sub-Adviser left the company to pursue other business activities and surrendered his interest in the Sub-Adviser
to the other owners. This resulted in a technical change in control as defined under the 1940 Act and an automatic termination
of each of the sub-advisory agreements. On January 10, 2020, in accordance with Rule 15a-4 under the 1940 Act, the Board approved
an interim sub-advisory agreement between the Sub-Adviser and the Adviser for BUY and BUYN and an interim sub-advisory agreement
between the Sub-Adviser and the Adviser for the Subsidiary. Each of the interim agreements will terminate on May 29, 2020 or on
the date when a new sub-advisory agreement is entered into between the relevant parties, whichever occurs first.
APPROVAL OF INVESTMENT ADVISORY AGREEMENTS
Continuation of the Investment
Advisory Agreements for the Funds and the Subsidiary
In considering the approval
of (1) the Investment Advisory Agreement between USCF Advisers LLC (the “Adviser”) and USCF ETF Trust (the “Trust”)
on behalf of the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund (“SDCI”), (2) the Investment Advisory Agreement
between the Adviser and the Trust on behalf of the USCF SummerHaven SHPEI Index Fund (“BUY”) and the USCF SummerHaven
SHPEN Index Fund (“BUYN,” and together with SDCI and BUY, the “Funds”), and (3) the Investment Advisory
Agreement between the Adviser and SDCI’s wholly-owned subsidiary incorporated in the Cayman Islands, USCF Cayman Commodity
2 (the “Subsidiary”) (collectively, the “Investment Advisory Agreements”) to continue in effect for a
one-year period, the Board of Trustees of the Trust (the “Board”) took into account all the materials provided prior
to and during the meeting of the Board on August 7, 2019 (the “Meeting”), the presentations made during the Meeting,
and the comprehensive discussions had during the Meeting. In its consideration of each Investment Advisory Agreement, the Board—including
the Trustees who are not interested persons of the Trust (the “Independent Trustees”), as the term “interested
person” is defined in Section 2(a)(19) of the 1940 Act—did not identify any single factor as all-important or controlling.
Nature, Extent, and Quality
of Services
The Board examined the nature,
extent, and quality of the services provided and to be provided by the Adviser to the Funds and the Subsidiary under the Investment
Advisory Agreements. The Board considered the presentations and written information given to the Board in connection with the
Meeting, including the Investment Advisory Agreements and information provided by the Adviser in response to the Board’s
requests for information. The Board considered the Adviser’s business operations; the Adviser’s investment management
process; the experience and capability of the Adviser’s senior management and other key personnel, including the applicable
sub-advisory arrangements with SummerHaven Investment Management, LLC (the “Sub-Adviser”) and the Sub-Adviser’s
portfolio managers; the Adviser’s overall financial strength; and the quality of the Adviser’s compliance program.
In addition to investment management services, the Board also considered the nature, extent, and quality of administrative, compliance,
and legal services that would be, and had been, provided by the Adviser. The Board concluded that the nature, extent, and quality
of the services to be provided by the Adviser under the Investment Advisory Agreements would benefit the Funds and the Subsidiary
and the Funds’ shareholders.
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Investment Performance
The Board reviewed the investment
performance of the Funds by considering each Fund’s achievement of its stated objectives, the Funds’ performance compared
to the performance of other funds with similar investment strategies but with different advisers, and the performance of each
Fund compared to its benchmark index and other appropriate market indices and published fund averages. With respect to BUY and
BUYN, the Board concluded that each Fund had performed as expected in connection with its benchmark index. With respect to the
Subsidiary, the Board considered the role of the Subsidiary in SDCI’s performance, and the Board concluded that the Subsidiary
was performing as expected within the fund structure of SDCI and as compared to SDCI’s benchmark index.
Fees and Expenses
The Board reviewed the management
fee for each Fund and noted that there were no changes in the management fees since the last time that the Investment Advisory
Agreements were approved. The Board compared the management fee for each Fund to the advisory fees of other funds managed by the
Adviser and other funds with similar investment strategies. The Board considered that the management fee for each Fund is a unitary
fee and would cover most of the Fund’s expenses (including the expenses of the Subsidiary with respect to SDCI, and the
Board confirmed that there was no duplication of management fees between SDCI and the Subsidiary). The Board took into account
that the management fee for each Fund would include any fees paid to the Sub-Adviser. In addition, the Board considered that the
Adviser had contractually agreed to waive a portion of its management fees for each Fund effective August 15, 2019 through October
21, 2020, that such agreements may be renewed thereafter in the Adviser’s discretion, and that amounts waived under the
agreements would not be subject to recoupment by the Adviser. The Board concluded that each Fund’s management fee, as well
as each Fund’s overall projected expense ratio, was acceptable considering the quality of the services that the Funds expected
to receive from the Adviser and Sub-Adviser and the level of fees paid by similar funds.
Economies of Scale
The Board considered whether
economies of scale exist with respect to the management of the Funds. It was the consensus of the Board that considering the current
size of the Funds, economies of scale was not a relevant consideration at that time.
Profitability
The Board considered the anticipated
profits realized, and that may be realized, by the Adviser under the Investment Advisory Agreements, and whether the amount of
profit is a fair entrepreneurial profit for the management of each Fund (including management of the Subsidiary with respect to
SDCI). The Board also considered the impact of each Fund’s operating expenses on the Adviser’s profits in light of
the unitary fee structures. The Board concluded that at current asset levels, the Adviser was not profiting from its management
of the Funds.
Collateral Benefits
The Board considered whether
the Adviser or its affiliates may receive other benefits as a result of the Adviser’s relationship with the Trust. The Board
considered that the Adviser was not affiliated with any service providers to the Funds or the Subsidiary, and therefore would
not benefit from those contractual relationships. The Board also considered portfolio trading practices, noting that the Adviser
was not affiliated with any broker-dealer that would execute portfolio transactions on behalf of the Funds or the Subsidiary and
would not receive the benefit of research provided by any such broker-dealer. The Board concluded that the Adviser and its affiliates
would not receive collateral benefits that would materially affect the reasonableness of the management fees under the Investment
Advisory Agreements.
Conclusion
Having requested and received
such information from the Adviser as the Board believed to be reasonably necessary to evaluate the terms of the Investment Advisory
Agreements, and as assisted by the advice of counsel, the Board, including the Independent Trustees, concluded that the management
fees under the Investment Advisory Agreements were reasonable and, in light of the matters that the Trustees considered to be
relevant in the exercise of their reasonable judgment, approved the continuation of the Investment Advisory Agreements.
Continuation of the Sub-Advisory
Agreements for BUY, BUYN, and the Subsidiary
In considering the approval
of (1) the Investment Sub-Advisory Agreement between the Adviser and the Sub-Adviser on behalf of BUY and BUYN, and (2) the Investment
Sub-Advisory Agreement between the Adviser and the Sub-Adviser on behalf of the Subsidiary (collectively, the “Investment
Sub-Advisory Agreements”) to continue in effect for a one-year period, the Board took into account all the materials provided
prior to and during the Meeting, the presentations made during the Meeting, and the comprehensive discussions had during the Meeting.
In its consideration of the Investment Sub-Advisory Agreements, the Board, including the Independent Trustees, did not identify
any single factor as all-important or controlling.
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Nature, Extent, and Quality
of Services
The Board examined the nature,
extent, and quality of the services provided and to be provided by the Sub-Adviser under the Investment Sub-Advisory Agreements.
The Board considered the written information provided to the Board prior to and during the Meeting, including information provided
by the Adviser and the Sub-Adviser in response to the Board’s requests for information. The Board considered the Sub-Adviser’s
operations, the investment advisory services provided to BUY and BUYN, the commodity-related services provided to the Subsidiary,
and other services provided to the Funds and the Subsidiary, including administrative, compliance, and marking support services.
The Board considered the Sub-Adviser’s experience advising other accounts; the experience and capability of the Sub-Adviser’s
senior management and other key personnel; the Sub-Adviser’s overall financial strength; and the quality of the Sub-Adviser’s
compliance program. The Board noted that the Sub-Adviser was recently registered with the SEC as an investment adviser but noted
that the Sub-Adviser had substantial experience as a Commodity Pool Operator. The Board concluded that the nature, extent, and
quality of the services to be provided by the Sub-Adviser under the Investment Sub-Advisory Agreements would benefit BUY, BUYN,
and the Subsidiary and each Fund’s shareholders.
Investment Performance
With respect to performance,
the Board considered the performance of the Funds, as well as the manner in which the Sub-Adviser managed the commodity positions
of the Subsidiary. The Board considered the performance of the other accounts managed by the Sub-Adviser with similar investment
strategies. With respect to BUY and BUYN, the Board concluded that each Fund was performing as expected in connection with its
benchmark index. With respect to the Subsidiary, the Board concluded that the Subsidiary was performing as expected within the
fund structure of SDCI and as compared to SDCI’s benchmark index.
Fees and Expenses
The Board reviewed the fees
to be paid to the Sub-Adviser for its services under the Investment Sub-Advisory Agreements. The Board took into account that
neither the Funds nor the Subsidiary would pay any fees to the Sub-Adviser directly, and that the fees paid to the Sub-Adviser
would be paid from the unitary management fees paid to the Adviser. The Board concluded that the sub-advisory fees were acceptable
in light of the quality of the services that BUY, BUYN, and the Subsidiary had received and expect to receive from the Sub-Adviser.
Economies of Scale
The Board considered whether
the Sub-Adviser would realize economies of scale with respect to the services provided to BUY, BUYN, or the Subsidiary. It was
the consensus of the Board that based on the size of the Funds, economies of scale was not a relevant consideration at this time.
Profitability
The Board considered the anticipated
profits realized, and that may be realized, by the Sub-Adviser under the Investment Sub-Advisory Agreements, and whether the amount
of profit is a fair entrepreneurial profit for the services provided under the Investment Sub-Advisory Agreements. When evaluating
the Sub-Adviser’s estimated profitability, the Board noted that the Investment Sub-Advisory Agreements were negotiated at
arms-length by the Adviser. The Board concluded that the Sub-Adviser’s expected level of profitability from its relationship
with the Trust was not excessive.
Collateral Benefits
The Board considered whether
the Sub-Adviser or its affiliates may receive other benefits as a result of the Sub-Adviser’s relationship with the Trust.
The Board acknowledged that an affiliate of the Sub-Adviser receives fees under a licensing agreement with the Adviser, and that
the Adviser relies on that agreement to use names and marks in connection with the Funds. Despite this collateral benefit for
the Sub-Adviser and its affiliates arising from the Sub-Adviser’s relationship with the Trust, the Board concluded that
the fees to be paid to the Sub-Adviser were reasonable in relation to the nature, extent, and quality of services to be provided.
Conclusion
Having requested and received
such information from the Adviser and the Sub-Adviser as the Board believed to be reasonably necessary to evaluate the terms of
the Investment Sub-Advisory Agreements, the Board, including the Independent Trustees, concluded that the fees to be paid to the
Sub-Adviser were reasonable and, in light of the matters that the Trustees considered to be relevant in the exercise of their
reasonable judgment, approved the continuation of the Investment Sub-Advisory Agreements.
52
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Semi-Annual
Report December 31, 2019
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Investment Adviser
USCF Advisers, LLC
1850 Mt. Diablo Boulevard, Suite 640
Walnut Creek, California 94596
Administrator, Custodian
and Transfer Agent
Brown Brothers Harriman &
Company
50 Post Office Square
Boston, Massachusetts 02110-1548
Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
Independent Registered Public
Accounting Firm
Spicer Jeffries LLP
4601 DTC Boulevard, Suite 700
Denver, Colorado 80237
Trustees
Nicholas D. Gerber
Stuart P. Crumbaugh
Andrew F Ngim
Jeremy Henderson
John D. Schwartz
H. Abram Wilson
Thomas Gard
Proxy Voting Information
A
description of the policies and procedures that the Adviser uses to determine how to vote proxies relating to portfolio
securities of the Funds is available without charge by contacting the Funds at 1.800.920.0259, on the Funds’ website at
www.uscfinvestments.com and on the SEC’s website at www.sec.gov. Information regarding how the Funds voted such
proxies since inception to the period ended December 31, 2019 is also available without charge by calling the Funds and on
the SEC’s website at www.sec.gov.
Premium/Discount Information
Information about the differences
between the daily market price on the secondary markets for shares of the Funds and the Funds’ net asset value may be found
on the Funds’ website at www.uscfinvestments.com.
ALPS Distributors, Inc.
An investment in a Fund
must be accompanied or preceded by a current prospectus which contains more information on fees, risks and expenses. Please read
the prospectus carefully before investing or sending money.