United States Commodity Index Funds Trust - Quarter Report: 2012 September (Form 10-Q)

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Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2012.

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

Commission File Number: 001-34833

United States Commodity Index Funds Trust

(Exact name of registrant as specified in its charter)

Delaware

27-1537655

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1999 Harrison Street, Suite 1530

Oakland, California 94612

(Address of principal executive offices) (Zip code)

(510) 522-9600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

UNITED STATES COMMODITY INDEX FUNDS TRUST

Table of Contents


		Page
Part I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements.		1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		45

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		115

Item 4. Controls and Procedures.		116

Part II. OTHER INFORMATION
Item 1. Legal Proceedings.		117

Item 1A. Risk Factors.		117

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		117

Item 3. Defaults Upon Senior Securities.		117

Item 4. Mine Safety Disclosures.		117

Item 5. Other Information.		118

Item 6. Exhibits.		118

Part I. FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements.

Index to Condensed Financial Statements


Documents		Page
Condensed Statements of Financial Condition at September 30, 2012 (Unaudited) and December 31, 2011		2

Condensed Schedules of Investments (Unaudited) at September 30, 2012		7

Condensed Statements of Operations (Unaudited) for the three and nine months ended September 30, 2012 and 2011		12

Condensed Statements of Changes in Capital (Unaudited) for the nine months ended September 30, 2012 and Condensed Statements of Changes in Units Outstanding (Unaudited) for the nine months ended September 30, 2012		17

Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2012 and 2011		22

Notes to Condensed Financial Statements for the period ended September 30, 2012 (Unaudited)		27

United States Commodity Index Funds Trust

Condensed Statements of Financial Condition

At September 30, 2012 (Unaudited) and December 31, 2011


	United States Commodity Index Fund
	September 30, 2012		December 31, 2011
Assets
Cash and cash equivalents (Note 6)	$	395,673,162	$	310,491,998
Equity in Newedge trading accounts:
Cash and cash equivalents		63,191,318		63,973,570
Unrealized gain (loss) on open commodity futures contracts		8,039,575		(22,976,692	)
Interest receivable		502		145
Other assets		10,844		2,558


Total assets	$	466,915,401	$	351,491,579


Liabilities and Capital
Management fees payable (Note 4)	$	356,189	$	327,496
Professional fees payable		285,800		269,136
Brokerage commissions payable		22,815		26,195
Other liabilities		11,185		19,456


Total liabilities		675,989		642,283


Commitments and Contingencies (Notes 4, 5, and 6)

Capital
Sponsor		—		—
Unitholders		466,239,412		350,849,296

Total Capital		466,239,412		350,849,296


Total liabilities and capital	$	466,915,401	$	351,491,579


Units outstanding		7,600,000		6,000,000

Net asset value per unit	$	61.35	$	58.47

Market value per unit	$	61.35	$	58.37

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Financial Condition

At September 30, 2012 (Unaudited) and December 31, 2011


	United States Copper Index Fund
	September 30, 2012		December 31, 2011
Assets
Cash and cash equivalents (Note 6)	$	2,262,502	$	2,114,061
Equity in Newedge trading accounts:
Cash and cash equivalents		154,864		397,549
Unrealized gain (loss) on open commodity futures contracts		216,825		(62,013	)
Receivable from Sponsor (Note 4)		64,906		12,453
Interest receivable		7		7
Other assets		74		—


Total assets	$	2,699,178	$	2,462,057


Liabilities and Capital
Management fees payable (Note 4)	$	1,374	$	1,986
Professional fees payable		67,441		12,925
Other liabilities		62		32


Total liabilities		68,877		14,943


Commitments and Contingencies (Notes 4, 5, and 6)

Capital
Sponsor		—		—
Unitholders		2,630,301		2,447,114

Total Capital		2,630,301		2,447,114


Total liabilities and capital	$	2,699,178	$	2,462,057


Units outstanding		100,000		100,000

Net asset value per unit	$	26.30	$	24.47

Market value per unit	$	25.88	$	24.50

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Financial Condition

At September 30, 2012 (Unaudited) and December 31, 2011


	United States Agriculture Index Fund
	September 30, 2012		December 31, 2011
Assets
Cash and cash equivalents (Note 6)	$	2,084,859	$	1,000
Equity in Newedge trading accounts:
Cash and cash equivalents		638,131		—
Unrealized gain on open commodity futures contracts		18,483		—
Receivable from Sponsor (Note 4)		46,719		—
Interest receivable		21		—


Total assets	$	2,788,213	$	1,000


Liabilities and Capital
Management fees payable (Note 4)	$	1,821	$	—
Professional fees payable		48,566		—
Other liabilities		79		—


Total liabilities		50,466		—


Commitments and Contingencies (Notes 4, 5 and 6)

Capital
Sponsor		—		1,000
Unitholders		2,737,747		—

Total Capital		2,737,747		1,000


Total liabilities and capital	$	2,788,213	$	1,000


Units outstanding		100,000

Net asset value per unit	$	27.38

Market value per unit	$	27.06

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Financial Condition

At September 30, 2012 (Unaudited) and December 31, 2011


	United States Metals Index Fund
	September 30, 2012		December 31, 2011
Assets
Cash and cash equivalents (Note 4)	$	2,240,377	$	1,000
Equity in Newedge trading accounts:
Cash and cash equivalents		353,011		—
Unrealized gain on open commodity futures contracts		175,713		—
Receivable from Sponsor (Note 4)		29,177		—
Interest receivable		21		—


Total assets	$	2,798,299	$	1,000


Liabilities and Capital
Management fees payable (Note 4)	$	1,549	$	—
Professional fees payable		30,141		—
Other liabilities		81		—


Total liabilities		31,771		—


Commitments and Contingencies (Notes 4, 5, and 6)

Capital
Sponsor		—		1,000
Unitholders		2,766,528		—

Total Capital		2,766,528		1,000


Total liabilities and capital	$	2,798,299	$	1,000


Units outstanding		100,000

Net asset value per unit	$	27.67

Market value per unit	$	27.65

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Financial Condition

At September 30, 2012 (Unaudited) and December 31, 2011


	United States Commodity Index Funds Trust
	September 30, 2012		December 31, 2011
Assets
Cash and cash equivalents (Note 6)	$	402,260,900	$	312,608,059
Equity in Newedge trading accounts:
Cash and cash equivalents		64,337,324		64,371,119
Unrealized gain (loss) on open commodity futures contracts		8,450,596		(23,038,705	)
Receivable from Sponsor (Note 4)		140,802		12,453
Interest receivable		551		152
Other assets		10,918		2,558


Total assets	$	475,201,091	$	353,955,636


Liabilities and Capital
Management fees payable (Note 4)	$	360,933	$	329,482
Professional fees payable		431,948		282,061
Brokerage commissions payable		22,815		26,195
Other liabilities		11,407		19,488


Total liabilities		827,103		657,226


Commitments and Contingencies (Notes 4, 5, and 6)

Capital
Sponsor		—		2,000
Unitholders		474,373,988		353,296,410

Total Capital		474,373,988		353,298,410


Total liabilities and capital	$	475,201,091	$	353,955,636


Units outstanding		7,900,000		6,100,000

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Schedule of Investments (Unaudited)

At September 30, 2012

United States Commodity Index Fund


	Number of Contracts		Unrealized Gain (Loss) on Open Commodity Contracts			% of Capital
Open Futures Contracts - Long
Foreign Contracts
LME Tin Futures LT November 2012 contracts, expiring November 2012		308	$	765,720			0.17
LME Zinc Futures LX November 2012 contracts, expiring November 2012		599		510,944			0.11
ICE Brent Crude Oil Futures CO December 2012 contracts, expiring November 2012		302		384,730			0.08
ICE-US Cocoa Futures CC December 2012 contracts, expiring December 2012		1,334		(919,730	)		(0.20	)
LME Lead Futures LL December 2012 contracts, expiring December 2012		570		(76,712	)		(0.02	)
LME Aluminum Futures LA January 2013 contracts, expiring January 2013		480		387,825			0.08
LME Aluminum Futures LA March 2013 contracts, expiring March 2013		506		(3,680,963	)		(0.79	)
ICE-UK Gasoil Futures QS June 2013 contracts, expiring June 2013		358		(474,800	)		(0.10	)

		4,457		(3,102,986	)		(0.67	)

United States Contracts
CBOT Wheat Futures W December 2012 contracts, expiring December 2012		747		4,296,963			0.92
CME Lean Hogs Futures LH December 2012 contracts, expiring December 2012		1,110		(295,740	)		(0.06	)
COMEX Copper Futures HG December 2012 contracts, expiring December 2012		353		3,047,850			0.65
COMEX Silver Futures SI December 2012 contracts, expiring December 2012		195		277,226			0.06
NYMEX RBOB Gasoline Futures XB December 2012 contracts, expiring November 2012		289		3,142,297			0.67
CBOT Soybean Meal Futures SM March 2013 contracts, expiring March 2013		704		531,970			0.11
NYMEX Heating Oil Futures HO April 2013 contracts, expiring March 2013		263		393,939			0.09
CBOT Soybean Futures S November 2013 contracts, expiring November 2013		490		183,800			0.04
CBOT Corn Futures C December 2013 contracts, expiring December 2013		1,037		(251,663	)		(0.05	)

		5,188		11,326,642			2.43

Open Futures Contracts - Short*
Foreign Contracts
LME Zinc Futures LX November 2012 contracts, expiring November 2012		599		(4,219,874	)		(0.90	)
LME Aluminum Futures LA January 2013 contracts, expiring January 2013		480		2,716,991			0.58
LME Aluminum Futures LA March 2013 contracts, expiring March 2013		506		1,318,802			0.28

		1,585		(184,081	)		(0.04	)

Total Open Futures Contracts		11,230	$	8,039,575			1.72

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Schedule of Investments (Unaudited)

At September 30, 2012

United States Commodity Index Fund (Continued)


	Principal Amount		Market Value		% of Capital
Cash Equivalents
United States Treasury Obligations
U.S. Treasury Bills:
0.08%, 10/11/2012	$	15,000,000	$	14,999,644		3.22
0.09%, 10/11/2012		40,000,000		39,999,050		8.58
0.09%, 10/18/2012		5,000,000		4,999,798		1.07
0.10%, 10/25/2012		20,000,000		19,998,693		4.29
0.09%, 11/08/2012		20,000,000		19,998,058		4.29
0.10%, 11/08/2012		20,000,000		19,998,058		4.29
0.09%, 11/23/2012		70,000,000		69,990,725		15.01
0.09%, 11/29/2012		20,000,000		19,997,018		4.29
0.09%, 12/06/2012		50,000,000		49,991,684		10.72
0.09%, 12/13/2012		20,000,000		19,996,350		4.29
0.09%, 12/20/2012		70,000,000		69,985,888		15.01
0.10%, 12/20/2012		20,000,000		19,995,968		4.29
0.07%, 12/27/2012		30,000,000		29,994,638		6.43

Total Cash Equivalents			$	399,945,572		85.78

*	All short contracts are offset by the same number of Futures Contracts in the corresponding long positions and are acquired solely for the purpose of reducing a long position (e.g., due to a redemption or to reflect a rebalancing of the Index).

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Schedule of Investments (Unaudited)

At September 30, 2012

United States Copper Index Fund


	Number of Contracts		Unrealized Gain on Open Commodity Contracts		% of Capital
Open Futures Contracts - Long
United States Contracts
COMEX Copper Futures HG December 2012 contracts, expiring December 2012		14	$	124,638		4.74
COMEX Copper Futures HG December 2013 contracts, expiring December 2013		14		92,187		3.50

Total Open Futures Contracts		28	$	216,825		8.24


	Principal Amount		Market Value
Cash Equivalents
United States Treasury Obligations
U.S. Treasury Bills:
0.09%, 10/11/2012	$	150,000	$	149,996		5.70
0.10%, 11/08/2012		250,000		249,975		9.51
0.07%, 11/15/2012		200,000		199,984		7.60
0.08%, 11/23/2012		500,000		499,941		19.01
0.09%, 11/29/2012		100,000		99,985		3.80
0.09%, 12/06/2012		500,000		499,917		19.01
0.09%, 12/20/2012		100,000		99,979		3.80
0.10%, 12/20/2012		200,000		199,957		7.60
0.07%, 12/27/2012		200,000		199,964		7.60

Total Cash Equivalents			$	2,199,698		83.63

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Schedule of Investments (Unaudited)

At September 30, 2012

United States Agriculture Index Fund


	Number of Contracts		Unrealized Gain (Loss) on Open Commodity Contracts			% of Capital
Open Futures Contracts - Long
Foreign Contracts
ICE-US Cocoa Futures CC December 2012 contracts, expiring December 2012		9	$	7,210			0.26
ICE-US Coffee-C Futures KC December 2012 contracts, expiring December 2012		3		188			0.01
ICE-US Cotton Futures CT December 2012 contracts, expiring December 2012		3		(4,695	)		(0.17	)
ICE-Canola Futures RS March 2013 contracts, expiring March 2013		2		(169	)		0.00
ICE-US Sugar #11 Futures SB May 2013 contracts, expiring April 2013		9		67			0.00

		26		2,601			0.10

United States Contracts
CBOT Corn Futures C December 2012 contracts, expiring December 2012		10		12,438			0.45
CBOT Soybean Oil Futures BO December 2012 contracts, expiring December 2012		1		42			0.00
CME Lean Hogs Futures LH December 2012 contracts, expiring December 2012		7		(1,590	)		(0.06	)
CME Live Cattle Futures LC December 2012 contracts, expiring December 2012		4		(6,430	)		(0.23	)
KCBT Hard Red Winter Wheat Futures KW December 2012 contracts, expiring December 2012		3		3,212			0.12
CME Feeder Cattle Futures FC January 2013 contracts, expiring January 2013		1		50			0.00
CBOT Soybean Meal Futures SM March 2013 contracts, expiring March 2013		5		2,710			0.10
CBOT Wheat Futures W March 2013 contracts, expiring March 2013		6		3,612			0.13
CBOT Soybean Futures S November 2013 contracts, expiring November 2013		6		1,838			0.07

		43		15,882			0.58

Total Open Futures Contracts		69	$	18,483			0.68


	Principal Amount		Market Value
Cash Equivalents
United States Treasury Obligations
U.S. Treasury Bills:
0.09%, 10/11/2012	$	400,000	$	399,990			14.61
0.07%, 11/15/2012		200,000		199,984			7.31
0.08%, 11/23/2012		500,000		499,941			18.26
0.09%, 11/29/2012		200,000		199,970			7.31
0.09%, 12/06/2012		250,000		249,955			9.13
0.10%, 12/06/2012		500,000		499,911			18.26
0.09%, 12/20/2012		200,000		199,958			7.30
0.10%, 12/20/2012		200,000		199,959			7.30

Total Cash Equivalents			$	2,449,668			89.48

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Schedule of Investments (Unaudited)

At September 30, 2012

United States Metals Index Fund


	Number of Contracts		Unrealized Gain (Loss) on Open Commodity Contracts			% of Capital
Open Futures Contracts - Long
Foreign Contracts
LME Lead Futures LL October 2012 contracts, expiring October 2012		2	$	21,756			0.79
LME Tin Futures LT October 2012 contracts, expiring October 2012		2		18,445			0.67
LME Nickel Futures LN November 2012 contracts, expiring November 2012		9		91,362			3.30
LME Tin Futures LT November 2012 contracts, expiring November 2012		2		5,130			0.18
LME Zinc Futures LX November 2012 contracts, expiring November 2012		11		56,663			2.05
LME Lead Futures LL December 2012 contracts, expiring December 2012		3		(519	)		(0.02	)
LME Aluminum Futures LA March 2013 contracts, expiring March 2013		16		55,275			2.00

		45		248,112			8.97

United States Contracts
CME Palladium Futures PA December 2012 contracts, expiring December 2012		3		3,310			0.12
COMEX Gold Futures GC December 2012 contracts, expiring December 2012		2		20,390			0.73
COMEX Silver Futures SI December 2012 contracts, expiring December 2012		3		50,305			1.82
NYMEX Platinum Futures PL January 2013 contracts, expiring January 2013		1		1,870			0.07
COMEX Copper Futures HG March 2013 contracts, expiring March 2013		5		22,913			0.83

		14		98,788			3.57

Open Futures Contracts - Short*
Foreign Contracts
LME Lead Futures LL October 2012 contracts, expiring October 2012		2		(11,489	)		(0.42	)
LME Tin Futures LT October 2012 contracts, expiring October 2012		2		(4,798	)		(0.17	)
LME Nickel Futures LN November 2012 contracts, expiring November 2012		7		(70,610	)		(2.55	)
LME Zinc Futures LX November 2012 contracts, expiring November 2012		7		(42,277	)		(1.53	)
LME Aluminum Futures LA March 2013 contracts, expiring March 2013		10		(42,013	)		(1.52	)

		28		(171,187	)		(6.19	)

Total Open Futures Contracts		87	$	175,713			6.35


	Principal Amount		Market Value
Cash Equivalents
United States Treasury Obligations
U.S. Treasury Bills:
0.10%, 10/25/2012	$	1,000,000	$	999,934			36.14
0.10%, 11/08/2012		250,000		249,975			9.03
0.09%, 11/29/2012		200,000		199,970			7.23
0.10%, 12/06/2012		500,000		499,908			18.07
0.09%, 12/20/2012		50,000		49,989			1.81
0.10%, 12/20/2012		200,000		199,957			7.23

Total Cash Equivalents			$	2,199,733			79.51

*	All short contracts are offset by the same number of Futures Contracts in the corresponding long positions and are acquired solely for the purpose of reducing a long position (e.g., due to a redemption or to reflect a rebalancing of the Index).

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Operations (Unaudited)

For the three and nine months ended September 30, 2012 and 2011


	United States Commodity Index Fund
	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Income
Gain (loss) on trading of commodity futures contracts:
Realized gain (loss) on closed positions	$	20,615,262		$	(16,743,132	)	$	(12,231,495	)	$	(13,700,659	)
Change in unrealized gain (loss) on open positions		6,757,910			(21,141,630	)		31,016,267			(50,799,443	)
Realized gain on foreign currency transactions		—			162			—			2,047
Change in unrealized loss on foreign currency translations		(170	)		—			(130	)		—
Interest income		82,589			28,380			177,504			152,321
Other income		4,200			3,150			8,750			54,150


Total income (loss)		27,459,791			(37,853,070	)		18,970,896			(64,291,584	)


Expenses
Management fees (Note 4)		1,042,577			1,091,469			2,914,069			2,788,201
Professional fees		173,144			81,593			408,917			378,488
Brokerage commissions		88,340			83,831			224,208			263,439
Other expenses		17,911			3,792			51,053			9,648


Total expenses		1,321,972			1,260,685			3,598,247			3,439,776

Expense waiver (Note 4)		—			—			—			(36,907	)


Net expenses		1,321,972			1,260,685			3,598,247			3,402,869


Net income (loss)	$	26,137,819		$	(39,113,755	)	$	15,372,649		$	(67,694,453	)

Net income (loss) per unit	$	3.84		$	(5.71	)	$	2.88		$	(5.91	)

Net income (loss) per weighted average unit	$	3.65		$	(5.54	)	$	2.27		$	(11.50	)

Weighted average units outstanding		7,161,957			7,061,973			6,781,022			5,887,198

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Operations (Unaudited)

For the three and nine months ended September 30, 2012 and 2011


	United States Copper Index Fund*
	Three months ended September 30, 2012			Three months ended September 30, 2011		Nine months ended September 30, 2012			Nine months ended September 30, 2011
Income
Gain (loss) on trading of commodity futures contracts:
Realized gain (loss) on closed positions	$	19,112		$	—	$	(63,313	)	$	—
Change in unrealized gain on open positions		171,925			—		278,838			—
Interest income		426			—		1,093			—
Other income		1,350			—		1,350			—


Total income		192,813			—		217,968			—


Expenses
Management fees (Note 4)		4,096			—		15,712			—
Professional fees		24,257			—		67,441			—
Brokerage commissions		278			—		597			—
Other expenses		111			—		309			—


Total expenses		28,742			—		84,059			—

Expense waiver (Note 4)		(23,656	)		—		(64,905	)		—


Net expenses		5,086			—		19,154			—


Net income	$	187,727		$	—	$	198,814		$	—

Net income per unit	$	1.72				$	1.83

Net income per weighted average unit	$	1.85				$	1.98

Weighted average units outstanding		101,630					100,549

*	The commencement of operations of the United States Copper Index Fund was November 15, 2011.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Operations (Unaudited)

For the three and nine months ended September 30, 2012 and 2011


	United States Agriculture Index Fund*
	Three months ended September 30, 2012			Three months ended September 30, 2011		Nine months ended September 30, 2012			Nine months ended September 30, 2011
Income
Gain (loss) on trading of commodity futures contracts:
Realized gain on closed positions	$	482,644		$	—	$	368,209		$	—
Change in unrealized gain (loss) on open positions		(227,945	)		—		18,483			—
Realized gain on foreign currency transactions		239			—		209			—
Realized loss on short-term investments		(2	)		—		(2	)		—
Change in unrealized gain on foreign currency translations		264			—		237			—
Interest income		547			—		1,014			—
Other income		2,350			—		2,700			—


Total income		258,097			—		390,850			—


Expenses
Management fees (Note 4)		6,151			—		12,155			—
Professional fees		26,841			—		48,566			—
Brokerage commissions		1,098			—		2,074			—
Other expenses		80			—		156			—


Total expenses		34,170			—		62,951			—

Expense waiver (Note 4)		(26,019	)		—		(46,719	)		—


Net expenses		8,151			—		16,232			—


Net income	$	249,946		$	—	$	374,618		$	—

Net income per unit	$	1.85				$	2.38

Net income per weighted average unit	$	2.25				$	3.11

Weighted average units outstanding		110,870					120,486

*	The commencement of operations of the United States Agriculture Index Fund was April 13, 2012.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Operations (Unaudited)

For the three and nine months ended September 30, 2012 and 2011


	United States Metals Index Fund*
	Three months ended September 30, 2012			Three months ended September 30, 2011		Nine months ended September 30, 2012			Nine months ended September 30, 2011
Income
Gain on trading of commodity futures contracts:
Realized gain on closed positions	$	162,427		$	—	$	132,421		$	—
Change in unrealized gain on open positions		175,384			—		175,713			—
Realized loss on short-term investments		(5	)		—		(5	)		—
Change in unrealized loss on foreign currency translations		(1	)		—		(1	)		—
Interest income		633			—		700			—
Other income		1,350			—		1,350			—


Total income		339,788			—		310,178			—


Expenses
Management fees (Note 4)		5,485			—		6,041			—
Professional fees		26,841			—		30,141			—
Brokerage commissions		294			—		476			—
Other expenses		81			—		90			—


Total expenses		32,701			—		36,748			—

Expense waiver (Note 4)		(25,996	)		—		(29,177	)		—


Net expenses		6,705			—		7,571			—


Net income	$	333,083		$	—	$	302,607		$	—

Net income per unit	$	2.97				$	2.67

Net income per weighted average unit	$	2.69				$	2.50

Weighted average units outstanding		123,939					121,181

*	The commencement of operations of the United States Metals Index Fund was June 19, 2012.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Operations (Unaudited)

For the three and nine months ended September 30, 2012 and 2011


	United States Commodity Index Funds Trust
	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Income
Gain (loss) on trading of commodity futures contracts:
Realized gain (loss) on closed positions	$	21,279,445		$	(16,743,132	)	$	(11,794,178	)	$	(13,700,659	)
Change in unrealized gain (loss) on open positions		6,877,274			(21,141,630	)		31,489,301			(50,799,443	)
Realized gain on foreign currency transactions		239			162			209			2,047
Realized loss on short-term investments		(7	)		—			(7	)		—
Change in unrealized gain on foreign currency translations		93			—			106			—
Interest income		84,195			28,380			180,311			152,321
Other income		9,250			3,150			14,150			54,150


Total income (loss)		28,250,489			(37,853,070	)		19,889,892			(64,291,584	)


Expenses
Management fees (Note 4)		1,058,309			1,091,469			2,947,977			2,788,201
Professional fees		251,083			81,593			555,065			378,488
Brokerage commissions		90,010			83,831			227,355			263,439
Other expenses		18,183			3,792			51,608			9,648


Total expenses		1,417,585			1,260,685			3,782,005			3,439,776

Expense waiver (Note 4)		(75,671	)		—			(140,801	)		(36,907	)


Net expenses		1,341,914			1,260,685			3,641,204			3,402,869


Net income (loss)	$	26,908,575		$	(39,113,755	)	$	16,248,688		$	(67,694,453	)

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statement of Changes in Capital (Unaudited)

For the nine months ended September 30, 2012


	United States Commodity Index Fund
	Sponsor	Unitholders	Total
Balances, at December 31, 2011	$—	$350,849,296	$350,849,296
Additions	—	117,529,211	117,529,211
Redemptions	—	(17,511,744)	(17,511,744)
Net income	—	15,372,649	15,372,649


Balances, at September 30, 2012	$—	$466,239,412	$466,239,412

Condensed Statement of Changes in Units Outstanding (Unaudited)

For the nine months ended September 30, 2012


	United States Commodity Index Fund
	Sponsor	Unitholders	Total
Units Outstanding, at December 31, 2011	—	6,000,000	6,000,000
Additions	—	1,900,000	1,900,000
Redemptions	—	(300,000)	(300,000)


Units Outstanding, at September 30, 2012	—	7,600,000	7,600,000


Net Asset Value Per Unit:
At December 31, 2011			$ 58.47

At September 30, 2012			$ 61.35

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statement of Changes in Capital (Unaudited)

For the nine months ended September 30, 2012


	United States Copper Index Fund
	Sponsor	Unitholders	Total
Balances, at December 31, 2011	$—	$2,447,114	$ 2,447,114
Additions	—	1,224,883	1,224,883
Redemptions	—	(1,240,510)	(1,240,510)
Net income	—	198,814	198,814


Balances, at September 30, 2012	$—	$2,630,301	$ 2,630,301

Condensed Statement of Changes in Units Outstanding (Unaudited)

For the nine months ended September 30, 2012


	United States Copper Index Fund
	Sponsor	Unitholders	Total
Units Outstanding, at December 31, 2011	—	100,000	100,000
Additions	—	50,000	50,000
Redemptions	—	(50,000)	(50,000)


Units Outstanding, at September 30, 2012	—	100,000	100,000


Net Asset Value Per Unit:
At December 31, 2011			$24.47

At September 30, 2012			$ 26.30

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statement of Changes in Capital (Unaudited)

For the nine months ended September 30, 2012


	United States Agriculture Index Fund*
	Sponsor			Unitholders			Total
Balances, at December 31, 2011	$	1,000		$	—		$	1,000
Additions		—			5,085,695			5,085,695
Redemptions		(1,009	)		(2,722,557	)		(2,723,566	)
Net income		9			374,609			374,618


Balances, at September 30, 2012	$	—		$	2,737,747		$	2,737,747


*Condensed Statement of Changes in Units Outstanding (Unaudited)* *For the nine months ended September 30, 2012*
	United States Agriculture Index Fund*
	Sponsor			Unitholders			Total
Units Outstanding, at December 31, 2011		—			—			—
Additions		40			200,000			200,040
Redemptions		(40	)		(100,000	)		(100,040	)


Units Outstanding, at September 30, 2012		—			100,000			100,000


Net Asset Value Per Unit:
At December 31, 2011							$	—

At April 13, 2012*							$	25.00

At September 30, 2012							$	27.38

*	The commencement of operations of the United States Agriculture Index Fund was April 13, 2012.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statement of Changes in Capital (Unaudited)

For the nine months ended September 30, 2012


	United States Metals Index Fund*
	Sponsor			Unitholders			Total
Balances, at December 31, 2011	$	1,000		$	—		$	1,000
Additions		—			3,727,317			3,727,317
Redemptions		(1,026	)		(1,263,370	)		(1,264,396	)
Net income		26			302,581			302,607


Balances, at September 30, 2012	$	—		$	2,766,528		$	2,766,528


*Condensed Statement of Changes in Units Outstanding (Unaudited)* *For the nine months ended September 30, 2012*
	United States Metals Index Fund*
	Sponsor			Unitholders			Total
Units Outstanding, at December 31, 2011		—			—			—
Additions		40			150,000			150,040
Redemptions		(40	)		(50,000	)		(50,040	)


Units Outstanding, at September 30, 2012		—			100,000			100,000


Net Asset Value Per Unit:
At December 31, 2011							$	—

At June 19, 2012*							$	25.00

At September 30, 2012							$	27.67

*	The commencement of operations of the United States Metals Index Fund was June 19, 2012.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statement of Changes in Capital (Unaudited)

For the nine months ended September 30, 2012


	United States Commodity Index Funds Trust
	Sponsor			Unitholders			Total
Balances, at December 31, 2011	$	2,000		$	353,296,410		$	353,298,410
Additions		—			127,567,106			127,567,106
Redemptions		(2,035	)		(22,738,181	)		(22,740,216	)
Net income		35			16,248,653			16,248,688


Balances, at September 30, 2012	$	—		$	474,373,988		$	474,373,988


*Condensed Statement of Changes in Units Outstanding (Unaudited)* *For the nine months ended September 30, 2012*
	United States Commodity Index Funds Trust
	Sponsor			Unitholders			Total
Units Outstanding, at December 31, 2011		—			6,100,000			6,100,000
Additions		80			2,300,000			2,300,080
Redemptions		(80	)		(500,000	)		(500,080	)


Units Outstanding, at September 30, 2012		—			7,900,000			7,900,000

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the nine months ended September 30, 2012 and 2011


	United States Commodity Index Fund
	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash Flows from Operating Activities:
Net income (loss)	$	15,372,649		$	(67,694,453	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
(Increase) decrease in commodity futures trading account - cash and cash equivalents		782,252			(46,973,149	)
Unrealized (gain) loss on open futures contracts		(31,016,267	)		50,799,443
Decrease in receivable from Sponsor		—			51,397
(Increase) decrease in interest receivable		(357	)		42
Increase in other assets		(8,286	)		(6,700	)
Increase in management fees payable		28,693			269,507
Increase in professional fees payable		16,664			116,446
Increase (decrease) in brokerage commissions payable		(3,380	)		21,110
Decrease in other liabilities		(8,271	)		—

Net cash used in operating activities		(14,836,303	)		(63,416,357	)


Cash Flows from Financing Activities:
Addition of units		117,529,211			433,973,139
Redemption of units		(17,511,744	)		(71,714,070	)

Net cash provided by financing activities		100,017,467			362,259,069


Net Increase in Cash and Cash Equivalents		85,181,164			298,842,712

Cash and Cash Equivalents, beginning of period		310,491,998			87,443,112

Cash and Cash Equivalents, end of period	$	395,673,162		$	386,285,824

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the nine months ended September 30, 2012 and 2011


	United States Copper Index Fund*
	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash Flows from Operating Activities:
Net income	$	198,814		$	—
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease in commodity futures trading account - cash and cash equivalents		242,685			—
Unrealized gain on open futures contracts		(278,838	)		—
Increase in receivable from Sponsor		(52,453	)		—
Increase in other assets		(74	)		—
Decrease in management fees payable		(612	)		—
Increase in professional fees payable		54,516			—
Increase in other liabilities		30			—

Net cash provided by operating activities		164,068			—


Cash Flows from Financing Activities:
Addition of units		1,224,883			—
Redemption of units		(1,240,510	)		—

Net cash used in financing activities		(15,627	)		—


Net Increase in Cash and Cash Equivalents		148,441			—

Cash and Cash Equivalents, beginning of period		2,114,061			1,000

Cash and Cash Equivalents, end of period	$	2,262,502		$	1,000

*	The commencement of operations of the United States Copper Index Fund was November 15, 2011.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the nine months ended September 30, 2012 and 2011


	United States Agriculture Index Fund*
	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash Flows from Operating Activities:
Net income	$	374,618		$	—
Adjustments to reconcile net income to net cash used in operating activities:
Increase in commodity futures trading account - cash and cash equivalents		(638,131	)		—
Unrealized gain on open futures contracts		(18,483	)		—
Increase in receivable from Sponsor		(46,719	)		—
Increase in interest receivable		(21	)		—
Increase in management fees payable		1,821			—
Increase in professional fees payable		48,566			—
Increase in other liabilities		79			—

Net cash used in operating activities		(278,270	)		—


Cash Flows from Financing Activities:
Addition of units		5,085,695			—
Redemption of units		(2,723,566	)		—

Net cash provided by financing activities		2,362,129			—


Net Increase in Cash and Cash Equivalents		2,083,859			—

Cash and Cash Equivalents, beginning of period		1,000			1,000

Cash and Cash Equivalents, end of period	$	2,084,859		$	1,000

*	The commencement of operations of the United States Agriculture Index Fund was April 13, 2012.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the nine months ended September 30, 2012 and 2011


	United States Metals Index Fund*
	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash Flows from Operating Activities:
Net income	$	302,607		$	—
Adjustments to reconcile net income to net cash used in operating activities:
Increase in commodity futures trading account - cash and cash equivalents		(353,011	)		—
Unrealized gain on futures contracts		(175,713	)		—
Increase in receivable from Sponsor		(29,177	)		—
Increase in interest receivable		(21	)		—
Increase in management fees payable		1,549			—
Increase in professional fees payable		30,141			—
Increase in other liabilities		81			—

Net cash used in operating activities		(223,544	)		—


Cash Flows from Financing Activities:
Addition of units		3,727,317			—
Redemption of units		(1,264,396	)		—

Net cash provided by financing activities		2,462,921			—


Net Increase in Cash and Cash Equivalents		2,239,377			—

Cash and Cash Equivalents, beginning of period		1,000			1,000

Cash and Cash Equivalents, end of period	$	2,240,377		$	1,000

*	The commencement of operations of the United States Metals Index Fund was June 19, 2012.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the nine months ended September 30, 2012 and 2011


	United States Commodity Index Funds Trust
	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash Flows from Operating Activities:
Net income (loss)	$	16,248,688		$	(67,694,453	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
(Increase) decrease in commodity futures trading account - cash and cash equivalents		33,795			(46,973,149	)
Unrealized (gain) loss on futures contracts		(31,489,301	)		50,799,443
(Increase) decrease in receivable from Sponsor		(128,349	)		51,397
(Increase) decrease in interest receivable		(399	)		42
Increase in other assets		(8,360	)		(6,700	)
Increase in management fees payable		31,451			269,507
Increase in professional fees payable		149,887			116,446
Increase (decrease) in brokerage commissions payable		(3,380	)		21,110
Decrease in other liabilities		(8,081	)		—

Net cash used in operating activities		(15,174,049	)		(63,416,357	)


Cash Flows from Financing Activities:
Addition of units		127,567,106			433,973,139
Redemption of units		(22,740,216	)		(71,714,070	)

Net cash provided by financing activities		104,826,890			362,259,069


Net Increase in Cash and Cash Equivalents		89,652,841			298,842,712

Cash and Cash Equivalents, beginning of period		312,608,059			87,446,112

Cash and Cash Equivalents, end of period	$	402,260,900		$	386,288,824

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Notes to Condensed Financial Statements

For the period ended September 30, 2012 (Unaudited)

NOTE 1 — ORGANIZATION AND BUSINESS

The United States Commodity Index Funds Trust (the “Trust”) was organized as a Delaware statutory trust on December 21, 2009. The Trust is a series trust formed pursuant to the Delaware Statutory Trust Act and includes the United States Commodity Index Fund (“USCI”), a commodity pool formed on April 1, 2010 and first made available to the public on August 10, 2010, the United States Copper Index Fund (“CPER”), a commodity pool formed on November 26, 2010 and first made available to the public on November 15, 2011, the United States Agriculture Index Fund (“USAG”), a commodity pool formed on November 26, 2010 and first made available to the public on April 13, 2012 and the United States Metals Index Fund (“USMI”), a commodity pool formed on November 26, 2010 and first made available to the public on June 19, 2012. USCI, CPER, USAG and USMI each issues units (“units”) that may be purchased and sold on the NYSE Arca, Inc. (the “NYSE Arca”). USCI, CPER, USAG and USMI are collectively referred to herein as the “Trust Series.” The Trust and each Trust Series operate pursuant to the Second Amended and Restated Declaration of Trust and Trust Agreement dated as of November 10, 2010 (the “Trust Agreement”). United States Commodity Funds LLC (“USCF” or “Sponsor”) is the sponsor of the Trust and the Trust Series and is also responsible for the management of the Trust and the Trust Series. For purposes of the financial statement presentation, unless specified otherwise, all references will be to the Trust Series.

USCF has the power and authority to establish and designate one or more series and to issue units thereof, from time to time as it deems necessary or desirable. USCF has exclusive power to fix and determine the relative rights and preferences as between the units of any series as to right of redemption, special and relative rights as to dividends and other distributions and on liquidation, conversion rights, and conditions under which the series shall have separate voting rights or no voting rights. The term for which the Trust is to exist commenced on the date of the filing of the Certificate of Trust, and the Trust and any Trust Series will exist in perpetuity, unless earlier terminated in accordance with the provisions of the Trust Agreement. Separate and distinct records must be maintained for each Trust Series and the assets associated with a Trust Series must be held in such separate and distinct records (directly or indirectly, including a nominee or otherwise) and accounted for in such separate and distinct records separately from the assets of any other Trust Series. Each Trust Series is separate from all other Trust Series created as series of the Trust in respect of the assets and liabilities allocated to that Trust Series and represents a separate investment portfolio of the Trust.

The sole Trustee of the Trust is Wilmington Trust Company (the “Trustee”), a Delaware banking corporation. The Trustee is unaffiliated with USCF. The Trustee’s duties and liabilities with respect to the offering of units and the management of the Trust are limited to its express obligations under the Trust Agreement.

USCF is a member of the National Futures Association (the “NFA”) and became a commodity pool operator (“CPO”) registered with the Commodity Futures Trading Commission (the “CFTC”) effective December 1, 2005. The Trust and each Trust Series have a fiscal year ending on December 31.

USCF is also the general partner of the United States Oil Fund, LP (“USOF”), the United States Natural Gas Fund, LP (“USNG”), the United States 12 Month Oil Fund, LP (“US12OF”), the United States Gasoline Fund, LP (“UGA”) and the United States Diesel-Heating Oil Fund, LP (formerly, the United States Heating Oil Fund, LP) (“USDHO”), which listed their limited partnership units on the American Stock Exchange (the “AMEX”) under the ticker symbols “USO” on April 10, 2006, “UNG” on April 18, 2007, “USL” on December 6, 2007, “UGA” on February 26, 2008 and “UHN” on April 9, 2008, respectively. As a result of the acquisition of the AMEX by NYSE Euronext, each of USOF’s, USNG’s, US12OF’s, UGA’s and USDHO’s units commenced trading on the NYSE Arca on November 25, 2008. USCF is also the general partner of the United States Short Oil Fund, LP (“USSO”), the United States 12 Month Natural Gas Fund, LP (“US12NG”) and the United States Brent Oil Fund, LP (“USBO”), which listed their limited partnership units on the NYSE Arca under the ticker symbols “DNO” on September 24, 2009, “UNL” on November 18, 2009 and “BNO” on June 2, 2010, respectively. All funds listed previously are referred to collectively herein as the “Related Public Funds.” USCF has also filed registration statements to register units of the United States Sugar Fund (“USSF”), the United States Natural Gas Double Inverse Fund (“UNGD”), the United States Gasoil Fund (“USGO”) and the United States Asian Commodities Basket Fund (“UAC”), each a series of the United States Commodity Funds Trust I, and the US Golden Currency Fund (“HARD”), a series of the United States Currency Funds Trust.

Effective as of May 1, 2012, each of USCI, CPER and USAG issue units to certain authorized purchasers (“Authorized Purchasers”) by offering baskets consisting of 50,000 units (“Creation Baskets”) through ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”). Prior to May 1, 2012, each of USCI, CPER and USAG issued units to Authorized Purchasers by offering baskets consisting of 100,000 units through the Marketing Agent. USMI was not available to the public until June 19, 2012, and from its inception of offering, issues units to certain Authorized Purchasers by offering baskets consisting of 50,000 units through the Marketing Agent. The purchase price for a Creation Basket is based upon the net asset value (“NAV”) of a unit calculated shortly after the close of the core trading session on the NYSE Arca on the day the order to create the basket is properly received.

From July 1, 2011 through December 31, 2012, Authorized Purchasers pay USCI $350 for each order placed to create one or more Creation Baskets or to redeem one or more baskets (“Redemption Baskets”), consisting of 50,000 units; prior to July 1, 2011, Authorized Purchasers paid USCI $1,000 for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets. From May 1, 2012 through December 31, 2012, Authorized Purchasers pay each of CPER, USAG and USMI $350 for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets; prior to May 1, 2012, Authorized Purchasers paid $1,000 for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets. Units may be purchased or sold on a nationally recognized securities exchange in smaller increments than a Creation Basket or Redemption Basket. Units purchased or sold on a nationally recognized securities exchange are not purchased or sold at the per unit NAV of each Trust Series but rather at market prices quoted on such exchange.

The accompanying unaudited condensed financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosure required under generally accepted accounting principles (“GAAP”) in the United States of America. The financial information included herein is unaudited; however, such financial information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of USCF, necessary for the fair presentation of the condensed financial statements for the interim period.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Commodity futures contracts, forward contracts, physical commodities, and related options are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized gains or losses on open contracts are reflected in the condensed statements of financial condition and represent the difference between the original contract amount and the market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical commodities, and their related options) as of the last business day of the year or as of the last date of the condensed financial statements. Changes in the unrealized gains or losses between periods are reflected in the condensed statements of operations. Each Trust Series earns interest on its assets denominated in U.S. dollars on deposit with the futures commission merchant at the 90-day Treasury bill rate. In addition, each Trust Series earns income on funds held at the custodian and/or futures commission merchant at prevailing market rates earned on such investments.

Brokerage Commissions

Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.

Income Taxes

The Trust Series are not subject to federal income taxes; each investor reports his/her allocable share of income, gain, loss deductions or credits on his/her own income tax return.

In accordance with GAAP, each Trust Series is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any tax related appeals or litigation processes, based on the technical merits of the position. Each Trust Series files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. None of the Trust Series is subject to income tax return examinations by major taxing authorities for years before 2010 (year of the Trust Series’ inception, but not necessarily the commencement of operations for each Trust Series). The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in each Trust Series recording a tax liability that reduces net assets. However, each Trust Series’ conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. Each Trust Series recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the period ended September 30, 2012 for any Trust Series.

Trust Capital and Allocation of Income and Losses

Profit or loss shall be allocated among the unitholders of each Trust Series in proportion to the number of units each investor holds as of the close of each month. USCF may revise, alter or otherwise modify this method of allocation as described in the Trust Agreement.

Adoption of New Monthly Allocation Convention

Effective January 1, 2012, USCI adopted a new convention for allocating items of income, gain, loss, deduction and credits. In situations where a partner’s interest in a partnership is sold or otherwise transferred during a taxable year, the Code generally requires that partnership tax items for the year be allocated among the partners using either an interim closing of the books or a daily proration method. USCI uses an interim closing of the books method under which income, gains and losses (both realized and unrealized), deductions and credits are determined on a monthly basis. Prior to January 1, 2012, USCI allocated these tax items among the holders of the units (including those who dispose of units during a taxable year) in proportion to the number of units owned by them on the last trading day of each month. For this purpose, if an investor holds a unit as of the close of business of the last trading day of a particular month, such investor is treated as if it owned the unit throughout the month and thus is allocated all of the items of income, gain, deduction, loss or credit attributable to that unit for such month (the “same-month convention”).

Effective January 1, 2012 for USCI, November 15, 2011 for CPER, April 13, 2012 for USAG and June 19, 2012 for USMI, an allocation convention is applied pursuant to which each Trust Series’ tax items for each month will be allocated among the holders of units in proportion to the number of units owned by them as of the close of business of the last trading day of the previous month. If an investor who holds a unit as of the close of business on the last trading day of the previous month disposes of a unit during the current month, such investor will be treated for purposes of making allocations as if it owned the unit throughout the current month (the “next-month convention”). For example, an investor who buys a unit on April 10 of a year and sells it on May 20 of the same year will be allocated all of the tax items attributable to May (because he or she is deemed to hold it through the last day of May) but will not be allocated any of the tax items attributable to April. The tax items attributable to that unit for April will be allocated to the person who is the actual or deemed holder of the unit as of the close of business on the last trading day of March.

For investors in USCI, as a result of the transition from the same-month convention to the next-month convention, an investor who bought a unit in December 2011 and sold the unit on or after January 1, 2012 will be allocated the tax items attributable to that unit for December 2011 as well as the tax items attributable to that unit for 2012.

Creations and Redemptions

Effective as of May 1, 2012, Authorized Purchasers may purchase Creation Baskets or redeem Redemption Baskets for USCI, CPER and USAG only in blocks of 50,000 units at a price equal to the NAV of the units calculated shortly after the close of the core trading session on the NYSE Arca on the day the order is placed. Prior to May 1, 2012, Authorized Purchasers could only purchase Creation Baskets or redeem Redemption Baskets for USCI, CPER and USAG in blocks of 100,000 units. USMI was not available to the public until June 19, 2012, and from its inception of offering, Authorized Purchasers could only purchase Creation Baskets in blocks of 50,000 units.

Each Trust Series receives or pays the proceeds from units sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in each Trust Series’ condensed statements of financial condition as receivable for units sold, and amounts payable to Authorized Purchasers upon redemption are reflected as payable for units redeemed.

Calculation of Per Unit Net Asset Value

Each Trust Series’ per unit NAV is calculated on each NYSE Arca trading day by taking the current market value of its total assets, subtracting any liabilities and dividing that amount by the total number of units outstanding. Each Trust Series uses the closing prices on the relevant Futures Exchanges (as defined in Note 3 below) of the Applicable Benchmark Component Futures Contracts (as defined in Note 3 below) that at any given time make up the Applicable Index (as defined in Note 3 below) (determined at the earlier of the close of such exchange or 2:30 p.m. New York time) for the contracts traded on the Futures Exchanges, but calculates or determines the value of all other investments of each Trust Series using market quotations, if available, or other information customarily used to determine the fair value of such investments.

Net Income (Loss) Per Unit

Net income (loss) per unit is the difference between the per unit NAV at the beginning of each period and the per unit NAV at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units added and redeemed based on the amount of time the units were outstanding during such period. As of September 30, 2012, USCF held 50,000 units of USMI.

Offering Costs

Offering costs incurred in connection with the registration of units prior to the commencement of the offering are borne by USCF. Offering costs incurred in connection with the registration of additional units after the commencement of the offering are borne by each Trust Series. These costs include registration fees paid to regulatory agencies and all legal, accounting, printing and other expenses associated with such offerings. Costs borne by the Trust Series after the commencement of an offering are accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line basis or a shorter period if warranted.

Cash Equivalents

Cash equivalents include money market funds and overnight deposits or time deposits with original maturity dates of six months or less.

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires USCF to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions.

NOTE 3 — TRUST SERIES

In connection with the execution of the First Trust Agreement on April 1, 2010, USCI was designated as the first series of the Trust. USCF contributed $1,000 to the Trust upon its formation on December 21, 2009, representing an initial contribution of capital to the Trust. Following the designation of USCI as the first series of the Trust, the initial capital contribution of $1,000 was transferred from the Trust to USCI and deemed an initial contribution to USCI. In connection with the commencement of USCI’s initial offering of units, USCF received 20 Sponsor Units of USCI in exchange for the previously received capital contribution, representing a beneficial ownership interest in USCI.

On July 30, 2010, USCI received a notice of effectiveness from the SEC for its registration of 50,000,000 units on Form S-1 with the SEC. On August 10, 2010, USCI listed its units on the NYSE Arca under the ticker symbol “USCI”. USCI established its initial per unit NAV by setting the price at $50.00 and issued 100,000 units in exchange for $5,000,000 on August 10, 2010. USCI also commenced investment operations on August 10, 2010 by purchasing Futures Contracts traded on the Futures Exchanges. In order to satisfy NYSE Arca listing standards that at least 100,000 units be outstanding at the beginning of the trading day on the NYSE Arca, USCF purchased the initial Creation Basket from the initial Authorized Purchaser at the initial offering price. The $1,000 fee that would otherwise be charged to the Authorized Purchaser in connection with an order to create or redeem was waived in connection with the initial Creation Basket. USCF held such initial Creation Basket until September 3, 2010, at which time the initial Authorized Purchaser repurchased the units comprising such basket in accordance with the specified conditions noted above. On September 14, 2011, USCF redeemed the 20 Sponsor Units of USCI and, on September 19, 2011, USCF purchased five units of USCI in the open market.

In connection with the Second Amended and Restated Trust Agreement dated November 10, 2010, USMI, USAG and CPER were designated as three additional series of the Trust. Following the designation of the additional series, an initial capital contribution of $3,000 was transferred from USCF to the Trust. On November 10, 2010, the Trust transferred $1,000 to each of USMI, USAG and CPER, which was deemed a capital contribution to each series. On November 14, 2011, USCF received 40 Sponsor Units of CPER in exchange for the previously received capital contribution, representing a beneficial interest in CPER. On December 7, 2011, USCF redeemed the 40 Sponsor Units of CPER and purchased 40 units of CPER in the open market. On April 13, 2012, USCF received 40 Sponsor Units of USAG in exchange for the previously received capital contribution, representing a beneficial interest in USAG. On June 28, 2012, USCF redeemed the 40 Sponsor Units of USAG and on October 3, 2012, purchased 5 units of USAG on the open market. On June 19, 2012, USCF received 40 Sponsor Units of USMI in exchange for the previously received capital contribution, representing a beneficial interest in USMI. On August 27, 2012, USCF redeemed the 40 Sponsor Units of USMI.

CPER, USAG and USMI received notice of effectiveness from the SEC for its registration of 30,000,000 CPER units, 20,000,000 USAG units and 20,000,000 USMI units on September 6, 2011. The order to permit listing CPER, USAG and USMI on the NYSE Arca was received on October 20, 2011. On November 15, 2011, CPER listed its units on the NYSE Arca under the ticker symbol “CPER.” CPER established its initial per unit NAV by setting the price at $25.00 and issued 100,000 units to the initial authorized purchaser, Merrill Lynch Professional Clearing Corp., in exchange for $2,500,000 in cash on November 15, 2011. The $1,000 fee that would otherwise be charged to the Authorized Purchaser in connection with an order to create or redeem was waived in connection with the initial Creation Basket.

On April 13, 2012, USAG listed its units on the NYSE Arca under the ticker symbol “USAG.” USAG established its initial per unit NAV by setting the price at $25.00. On April 14, 2012, USCF purchased 2 initial Creation Baskets of USAG. In accordance with applicable requirements of Regulation M under the Securities Exchange Act of 1934, no Creation Baskets were offered to Authorized Purchasers nor were the units listed on the NYSE Arca until five business days had elapsed from the date of USCF’s purchase of the initial Creation Basket on April 4, 2012. The fee that would have otherwise been charged in connection with an order to create or redeem was waived in connection with the initial Creation Basket.

On June 19, 2012, USMI listed its units on the NYSE Arca under the ticker symbol “USMI.” USMI established its initial per unit NAV by setting the price at $25.00. On June 11, 2012, USCF purchased two initial Creation Baskets of USMI. In accordance with applicable requirements of Regulation M under the Securities Exchange Act of 1934, no Creation Baskets were offered to Authorized Purchasers nor were the units listed on the NYSE Arca until five business days had elapsed from the date of USCF’s purchase of the initial Creation Basket on June 11, 2012. The fee that would have otherwise been charged in connection with an order to create or redeem was waived in connection with the initial Creation Basket. On August 29, 2012, USCF redeemed one of two initial Creation Baskets of USMI, leaving its holdings to 50,000 units.

USCI’s Investment Objective

The investment objective of USCI is for the daily changes in percentage terms of its units’ per unit NAV to reflect the daily changes in percentage terms of the SummerHaven Dynamic Commodity Index Total Return^SM (the “Commodity Index”), less USCI’s expenses. USCF does not intend to operate USCI in a fashion such that its per unit NAV will equal, in dollar terms, the spot prices of the commodities underlying the Benchmark Component Futures Contracts that comprise the Commodity Index or the prices of any particular group of Futures Contracts.

USCI accomplishes its objective through investments in futures contracts for commodities that are traded on the New York Mercantile Exchange (the “NYMEX”), ICE Futures (“ICE Futures”), Chicago Board of Trade (“CBOT”), Chicago Mercantile Exchange (“CME”), London Metal Exchange (“LME”), Commodity Exchange, Inc. (“COMEX”) or on other foreign exchanges (such exchanges, collectively, the “Futures Exchanges”) (such futures contracts, collectively, “Futures Contracts”) and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other commodity-based contracts and instruments such as cash-settled options on Futures Contracts, forward contracts relating to commodities, cleared swap contracts and other over-the-counter transactions that are based on the price of commodities and Futures Contracts (collectively, “Other Commodity-Related Investments”). The Commodity Index is owned and maintained by SummerHaven Index Management LLC (“SummerHaven Indexing”) and calculated and published by the NYSE Arca. As of September 30, 2012, USCI held 552 Futures Contracts on the NYMEX, 1,994 Futures Contracts on ICE Futures, 2,978 Futures Contracts on CBOT, 1,110 Futures Contracts on CME, 4,048 Futures Contracts on LME and 548 Futures Contracts on COMEX.

CPER’s Investment Objective

The investment objective of CPER is for the daily changes in percentage terms of its units’ per unit NAV to reflect the daily changes in percentage terms of the SummerHaven Copper Index Total Return^SM (the “Copper Index”), less CPER’s expenses. USCF does not intend to operate CPER in a fashion such that its per unit NAV will equal, in dollar terms, the spot prices of the commodities underlying the Benchmark Component Copper Futures Contracts that comprise the Copper Index or the prices of any particular group of Futures Contracts. The Copper Index is designed to reflect the performance of the investment returns from a portfolio of copper futures contracts. The Copper Index is owned and maintained by SummerHaven Indexing and calculated and published by the NYSE Arca. The Copper Index is comprised of either two or three Eligible Copper Futures Contracts that are selected on a monthly basis based on quantitative formulas relating to the prices of the Eligible Copper Futures Contracts developed by SummerHaven Indexing. The Eligible Copper Futures Contracts that at any given time make up the Copper Index are referred to herein as “Benchmark Component Copper Futures Contracts.”

CPER seeks to achieve its investment objective by investing to the fullest extent possible in the Benchmark Component Copper Futures Contracts. Then, if constrained by regulatory requirements or in view of market conditions, CPER will invest next in other Eligible Copper Futures Contracts, and finally to a lesser extent, in other exchange traded futures contracts that are economically identical or substantially similar to the Benchmark Component Copper Futures Contracts if one or more other Eligible Copper Futures Contracts is not available. When CPER has invested to the fullest extent possible in exchange-traded futures contracts, CPER may then invest in other contracts and instruments based on the Benchmark Component Copper Futures Contracts, other Eligible Copper Futures Contracts or copper, such as cash-settled options, forward contracts, cleared swap contracts and swap contracts other than cleared swap contracts. Other exchange-traded futures contracts that are economically identical or substantially similar to the Benchmark Component Copper Futures Contracts and other contracts and instruments based on the Benchmark Component Copper Futures Contracts, are collectively referred to as “Other Copper-Related Investments,” and together with Benchmark Component Copper Futures Contracts and other Eligible Copper Futures Contracts, “Copper Interests.” As of September 30, 2012, CPER held 28 Futures Contracts on COMEX.

USAG’s Investment Objective

The investment objective of USAG is for the daily changes in percentage terms of its units’ per unit NAV to reflect the daily changes in percentage terms of the SummerHaven Dynamic Agriculture Index Total Return^SM (the “Agriculture Index”), less USAG’s expenses. USCF does not intend to operate USAG in a fashion such that its per unit NAV will equal, in dollar terms, the spot prices of the commodities underlying the Benchmark Component Futures Contracts that comprise the Agriculture Index or the prices of any particular group of Futures Contracts. The Agriculture Index is designed to reflect the performance of a diversified group of agricultural commodities. The Agriculture Index is owned and maintained by SummerHaven Indexing and calculated and published by the NYSE Arca. Futures contracts for the agricultural commodities comprising the Agriculture Index are traded on ICE Futures US, ICE Futures Canada, the CBOT, the Kansas City Board of Trade (“KCBT”) and the CME and are collectively referred to herein as “Eligible Agriculture Futures Contracts.” The Agriculture Index is comprised of 14 Eligible Agriculture Futures Contracts that are selected on a monthly basis based on quantitative formulas developed by SummerHaven Indexing. The Eligible Agriculture Futures Contracts that at any given time make up the Agriculture Index are referred to herein as “Benchmark Component Agriculture Futures Contracts.” The relative weighting of the Benchmark Component Agriculture Futures Contracts will change on a monthly basis, based on quantitative formulas relating to the prices of the Benchmark Component Agriculture Futures Contracts developed by SummerHaven Indexing.

USAG seeks to achieve its investment objective by investing to the fullest extent possible in Benchmark Component Agriculture Futures Contracts. Then, if constrained by regulatory requirements or in view of market conditions, USAG will invest next in other Eligible Agriculture Futures Contracts based on the same agricultural commodity as the futures contracts subject to such regulatory constraints or market conditions, and finally, to a lesser extent, in other exchange traded futures contracts that are economically identical or substantially similar to the Benchmark Component Agriculture Futures Contracts, if one or more Eligible Agriculture Futures Contracts is not available. When USAG has invested to the fullest extent possible in exchange-traded futures contracts, USAG may then invest in other contracts and instruments based on the Benchmark Component Agriculture Futures Contracts or the agricultural commodities included in the Agriculture Index, such as cash-settled options, forward contracts, cleared swap contracts and swap contracts other than cleared swap contracts. Other exchange-traded futures contracts that are economically identical or substantially similar to the Benchmark Component Agriculture Futures Contracts and other contracts and instruments based on the Benchmark Component Agriculture Futures Contracts, as well as metals included in the Agriculture Index, are collectively referred to as “Other Agriculture-Related Interests,” and together with Benchmark Component Agriculture Futures Contracts and other Eligible Agriculture Futures Contracts, “Agriculture Interests.” As of September 30, 2012, USAG held 26 Futures Contracts on ICE Futures, 12 Futures Contracts on CME, 3 Futures Contracts on KCBT and 28 Futures Contracts on CBOT.

USMI’s Investment Objective

The investment objective of USMI is for the daily changes in percentage terms of its units’ per unit NAV to reflect the daily changes in percentage terms of the SummerHaven Dynamic Metals Index Total Return^SM (the “Metals Index”), less USMI’s expenses. USCF does not intend to operate USMI in a fashion such that its per unit NAV will equal, in dollar terms, the spot prices of the commodities underlying the Benchmark Component Futures Contracts that comprise the Metals Index or the prices of any particular group of Futures Contracts. The Metals Index is designed to reflect the performance of a diversified group of metals. The Metals Index is owned and maintained by SummerHaven Indexing and calculated and published by the NYSE Arca. Futures contracts for the metals in the Metals Index that are traded on the NYMEX, the LME and the COMEX are collectively referred to herein as “Eligible Metals Futures Contracts.” The Metals Index is comprised of 10 Eligible Metals Futures Contracts that are selected on a monthly basis based on quantitative formulas developed by SummerHaven Indexing. The Eligible Metals Futures Contracts that at any given time make up the Metals Index are referred to herein as “Benchmark Component Metals Futures Contracts.” The relative weighting of the Benchmark Component Metals Futures Contracts will change on a monthly basis, based on quantitative formulas relating to the prices of the Benchmark Component Metals Futures Contracts developed by SummerHaven Indexing.

USMI seeks to achieve its investment objective by investing to the fullest extent possible in the Benchmark Component Metals Futures Contracts. Then, if constrained by regulatory requirements or in view of market conditions, USMI will invest next in other Eligible Metals Futures Contracts, and finally to a lesser extent, in other exchange traded futures contracts that are economically identical or substantially similar to the Benchmark Component Metals Futures Contracts if one or more other Eligible Metals Futures Contracts is not available. When USMI has invested to the fullest extent possible in exchange-traded futures contracts, USMI may then invest in other contracts and instruments based on the Benchmark Component Metals Futures Contracts, other Eligible Metals Futures Contracts or the metals included in the Metals Index, such as cash-settled options, forward contracts, cleared swap contracts and swap contracts other than cleared swap contracts. Other exchange-traded futures contracts that are economically identical or substantially similar to the Benchmark Component Metals Futures Contracts and other contracts and instruments based on the Benchmark Component Metals Futures Contracts, are collectively referred to as “Other Metals-Related Investments,” and together with Benchmark Component Metals Futures Contracts and other Eligible Metals Futures Contracts, “Metals Interests.” As of September 30, 2012, USMI held 1 Futures Contract on the NYMEX, 3 Futures Contracts on CME, 73 Futures Contracts on LME and 10 Futures Contracts on COMEX.

Other Defined Terms – Trust Series

The Commodity Index, the Copper Index, the Agriculture Index and the Metals Index are referred to throughout these Notes to Financial Statements collectively as the “Applicable Index” or “Indices.”

Benchmark Component Futures Contracts, Benchmark Component Copper Futures Contracts, Benchmark Component Agriculture Futures Contracts and Benchmark Component Metals Futures Contracts are referred to throughout these Notes to Financial Statements collectively as “Applicable Benchmark Component Futures Contracts.”

Other Commodity-Related Investments, Other Copper-Related Investments, Other Agriculture-Related Interests and Other Metals-Related Investments are referred to throughout these Notes to Financial Statements collectively as “Other Related Investments.”

Trading Advisor and Trustee

The Trust Series’ trading advisor is SummerHaven Investment Management, LLC (“SummerHaven”), a Delaware limited liability company that is registered as a commodity trading advisor and CPO with the CFTC and is a member of the NFA. SummerHaven provides advisory services to USCF with respect to the Applicable Index of each Trust Series and the investment decisions of each Trust Series.

The Trustee accepts service of legal process on the Trust in the State of Delaware and makes certain filings under the Delaware Statutory Trust Act. The Trustee does not owe any other duties to the Trust, USCF or the unitholders.

NOTE 4 — FEES PAID BY THE TRUST SERIES AND RELATED PARTY TRANSACTIONS

Sponsor Management Fee

Under the Trust Agreement, USCF is responsible for investing the assets of each Trust Series in accordance with the objectives and policies of each such Trust Series. In addition, USCF has arranged for one or more third parties to provide trading advisory, administrative, custody, accounting, transfer agency and other necessary services to each Trust Series. For these services, each of USCI, CPER, USAG and USMI is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.95% per annum of average daily total net assets. Effective as of May 29, 2012 (and continuing at least through March 31, 2013), USCF voluntarily waived the management fee paid by each of CPER and USAG from 0.95% per annum of average daily total net assets to 0.65% and 0.80% per annum of average daily total net assets, respectively. Effective as of May 30, 2012 (and continuing at least through March 31, 2013), USCF voluntarily waived the management fee paid by USMI from 0.95% per annum of average daily total net assets to 0.70% per annum of average daily total net assets. The reduced fee for USMI became operational as of June 19, 2012, when USMI first became listed on the NYSE Arca.

Trustee Fee

The Trustee is the Delaware trustee of the Trust. In connection with the Trustee’s services, USCF is responsible for paying the Trustee’s annual fee in the amount of $3,000.

Ongoing Registration Fees and Other Offering Expenses

Each Trust Series pays the costs and expenses associated with the ongoing registration of its units subsequent to the initial offering. These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of units, and all legal, accounting, printing and other expenses associated with such offer and sale. For the nine months ended September 30, 2012 and 2011, none of the Trust Series incurred any registration fees or other offering expenses.

Directors’ Fees and Expenses

Each Trust Series is responsible for paying its portion of the directors’ and officers’ liability insurance for such Trust Series and the Related Public Funds. In addition, as of July 8, 2011, each Trust Series is responsible for paying the fees and expenses of the independent directors who also serve as audit committee members of the Related Public Funds organized as limited partnerships. Each Trust Series shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets of each fund computed on a daily basis. These fees and expenses for the year ending December 31, 2012 are estimated to be a total of $540,000 for the Trust Series and the Related Public Funds.

Investor Tax Reporting Cost

Other Expenses and Fees and Expense Waivers

In addition to the fees described above, each Trust Series pays all brokerage fees and other expenses in connection with the operation of such Trust Series, excluding costs and expenses paid by USCF as outlined in Note 5 below. USCF had voluntarily agreed to pay certain expenses normally borne by USCI to the extent that such expenses exceeded 0.15% (15 basis points) of USCI’s NAV, on an annualized basis, through March 31, 2011. As of March 31, 2011, the expense waiver for USCI was no longer in effect. In addition, USCF has voluntarily agreed to pay certain expenses normally borne by each of CPER, USAG and USMI to the extent that such expenses exceed 0.15% (15 basis points) of each of CPER’s, USAG’s and USMI’s NAV, on an annualized basis, through at least December 31, 2012. USCF has no obligation to continue such payments into subsequent periods. For the nine months ended September 30, 2012, USCF waived $64,905 in expenses for CPER, $46,719 for USAG and $29,177 for USMI. This voluntary expense waiver is in addition to those amounts USCF is contractually obligated to pay as described in Note 5.

NOTE 5 — CONTRACTS AND AGREEMENTS

USCF and the Trust, each on its own behalf and on behalf of each Trust Series, are party to a marketing agent agreement, dated as of July 22, 2010, as amended from time to time, with the Marketing Agent, whereby the Marketing Agent provides certain marketing services for each Trust Series as outlined in the agreement. The fee of the Marketing Agent, which is borne by USCF, is equal to 0.06% on each Trust Series’ assets up to $3 billion and 0.04% on each Trust Series’ assets in excess of $3 billion.

The above fee does not include the following expenses, which are also borne by USCF: the cost of placing advertisements in various periodicals; web construction and development; or the printing and production of various marketing materials.

USCF and the Trust, on its own behalf and on behalf of each Trust Series, are also party to a custodian agreement, dated July 22, 2010, as amended from time to time, with Brown Brothers Harriman & Co. (“BBH&Co.”), whereby BBH&Co. holds investments on behalf of each Trust Series. USCF pays the fees of the custodian, which are determined by the parties from time to time. In addition, USCF and the Trust, on its own behalf and on behalf of each Trust Series, are party to an administrative agency agreement, dated July 22, 2010, as amended from time to time, with BBH&Co., whereby BBH&Co. acts as the administrative agent, transfer agent and registrar for each Trust Series. USCF also pays the fees of BBH&Co. for its services under such agreement and such fees are determined by the parties from time to time.

Currently, USCF pays BBH&Co. for its services, in the foregoing capacities, a minimum amount of $75,000 annually for its custody, fund accounting and fund administration services rendered to each Trust Series and each of the Related Public Funds, as well as a $20,000 annual fee for its transfer agency services. In addition, USCF pays BBH&Co. an asset-based charge of: (a) 0.06% for the first $500 million of USCI’s, CPER’s, USAG’s, USMI’s, USOF’s, USNG’s, US12OF’s, UGA’s, USDHO’s, USSO’s, US12NG’s and USBO’s combined net assets, (b) 0.0465% for USCI’s, CPER’s, USAG’s, USMI’s, USOF’s, USNG’s, US12OF’s, UGA’s, USDHO’s, USSO’s, US12NG’s and USBO’s combined net assets greater than $500 million but less than $1 billion, and (c) 0.035% once USCI’s, CPER’s, USAG’s, USMI’s, USOF’s, USNG’s, US12OF’s, UGA’s, USDHO’s, USSO’s, US12NG’s and USBO’s combined net assets exceed $1 billion. The annual minimum amount will not apply if the asset-based charge for all accounts in the aggregate exceeds $75,000. USCF also pays transaction fees ranging from $7 to $15 per transaction.

Each Trust Series has entered into a brokerage agreement, dated March 1, 2010 for USCI and November 18, 2011 for each of CPER, USAG and USMI, as amended from time to time, with Newedge USA, LLC (“Newedge”). The agreement requires Newedge to provide services to each Trust Series in connection with the purchase and sale of Futures Contracts and Other Related Investments that may be purchased and sold by or through Newedge for each Trust Series’ account. In accordance with the agreement, Newedge charges each Trust Series commissions of approximately $7 to $15 per round-turn trade, including applicable exchange and NFA fees for Futures Contracts and options on Futures Contracts. Such fees include those incurred when purchasing Futures Contracts and options on Futures Contracts when each Trust Series issues units as a result of a Creation Basket, as well as fees incurred when selling Futures Contacts and options on Futures Contracts when each Trust Series redeems units as a result of a Redemption Basket. Such fees are also incurred when Futures Contracts and options on Futures Contracts are purchased or redeemed for the purpose of rebalancing the portfolio. Each Trust Series also incurs commissions to brokers for the purchase and sale of Futures Contracts, Other Commodity-Related Investments or Treasuries. During the nine months ended September 30, 2012, total commissions accrued to brokers amounted to $224,208 for USCI, $597 for CPER, $2,074 for USAG and $476 for USMI. Of this amount, approximately $30,573, $439, $1,379 and $122 was a result of rebalancing costs for USCI, CPER, USAG and USMI, respectively, and approximately $193,635, $158, $695 and $354 was the result of trades necessitated by creation and redemption activity for USCI, CPER, USAG and USMI, respectively. By comparison, during the nine months ended September 30, 2011, total commissions accrued to brokers amounted to $263,439 for USCI, as that was the only Trust Series operational as of September 30, 2011. Of this amount, approximately $237,292 was a result of rebalancing costs and approximately $26,147 was the result of trades necessitated by creation and redemption activity. The decrease in the total commissions accrued to brokers by USCI for the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011, was primarily a function of decreased brokerage fees due to a lower number creations and redemptions during the nine months ended September 30, 2012. As an annualized percentage of average daily total net assets, the figure for the nine months ended September 30, 2012 represents approximately 0.07%, 0.03%, 0.14% and 0.06% of average daily total net assets for USCI, CPER, USAG and USMI, respectively. By comparison, the figure for the nine months ended September 30, 2011 represented approximately 0.09% of average daily total net assets for USCI. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

USCF is party to an Amended Advisory Agreement, dated July 1, 2011, as amended from time to time, with SummerHaven, whereby SummerHaven provides advisory services to USCF with respect to the Applicable Index for each Trust Series and investment decisions for each Trust Series. SummerHaven’s advisory services include, but are not limited to, general consultation regarding the calculation and maintenance of the Applicable Index for each Trust Series, anticipated changes to the each Applicable Index and the nature of each Applicable Index’s current or anticipated component securities. For these services, USCF pays SummerHaven a fee based on a percentage of the average total net assets of each Trust Series. For USCI, the fee is equal to the percentage fees paid to USCF minus 0.14%, with that result multiplied by 0.5, minus 0.06% to arrive at the actual fee paid. For each of CPER, USAG and USMI, the fee is equal to the percentage fees paid to USCF minus 0.18%, with that result multiplied by 0.5, minus 0.6% to arrive at the actual fee paid.

USCF is also party to an Amended Licensing Agreement, dated July 1, 2011, as amended from time to time, with SummerHaven, whereby SummerHaven sub-licensed to each Trust Series the use of certain names and marks, including the Applicable Index for each Trust Series for which SummerHaven has a sub-license from SummerHaven Indexing, the owner of each Applicable Index. Under the Licensing Agreement, USCF will pay SummerHaven an annual fee of $15,000 per each Trust Series for the year ending December 31, 2012, plus an annual fee of 0.06% of the average daily total net assets of each Trust Series.

NOTE 6 — FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES

Each Trust Series engages in the trading of futures contracts and options on futures contracts and may engage in cleared swaps (collectively, “derivatives”). As such, each Trust Series is exposed to both market risk, which is the risk arising from changes in the market value of the contracts, and credit risk, which is the risk of failure by another party to perform according to the terms of a contract.

Each Trust Series may enter into futures contracts and options on futures contracts to gain exposure to changes in the value of an underlying commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of a commodity at a specified time and place. Some futures contracts may call for physical delivery of the asset, while others are settled in cash. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery.

The purchase and sale of futures contracts and options on futures contracts require margin deposits with a futures commission merchant. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires a futures commission merchant to segregate all customer transactions and assets from the futures commission merchant’s proprietary activities.

Futures contracts involve, to varying degrees, elements of market risk (specifically commodity price risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure each Trust Series has in the particular classes of instruments. Additional risks associated with the use of futures contracts are an imperfect correlation between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a futures contract.

All of the Futures Contracts held by each Trust Series were exchange-traded through September 30, 2012. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over-the-counter transactions since, in over-the-counter transactions, a party must rely solely on the credit of its respective individual counterparties. However, in the future, if each Trust Series were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any, on the transaction. Currently, each Trust Series has credit risk under its futures contracts since the sole counterparty to all domestic and foreign futures contracts is the clearinghouse for the exchange on which the relevant contracts are traded. In addition, each Trust Series bears the risk of financial failure by the clearing broker.

A Trust Series’ cash and other property, such as Treasuries, deposited with a futures commission merchant are considered commingled with all other customer funds, subject to the futures commission merchant’s segregation requirements. In the event of a futures commission merchant’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than the total of cash and other property deposited. The insolvency of a futures commission merchant could result in the complete loss of a Trust Series’ assets posted with that futures commission merchant; however; the majority of each Trust Series’ assets are held in Treasuries, cash and/or cash equivalents with the Trust Series’ custodian and would not be impacted by the insolvency of a futures commission merchant. The failure or insolvency of the Trust Series’ custodian, however, could result in a substantial loss of each Trust Series’ assets.

USCF may invest a portion of each Trust Series’ cash in money market funds that seek to maintain a stable per unit NAV. Each Trust Series may be exposed to any risk of loss associated with an investment in such money market funds. As of September 30, 2012 and December 31, 2011, none of the Trust Series held investments in money market funds. Each Trust Series also holds cash deposits with its custodian. Pursuant to a written agreement with BBH&Co., uninvested overnight cash balances are swept to offshore branches of U.S. regulated and domiciled banks located in Toronto, Canada, London, United Kingdom, Grand Cayman, Cayman Islands and Nassau, Bahamas which are subject to U.S. regulation and regulatory oversight. As of September 30, 2012 and December 31, 2011, USCI held cash deposits and investments in Treasuries in the amounts of $458,864,480 and $374,465,568, respectively, with the custodian and futures commission merchant. As of September 30, 2012 and December 31, 2011, CPER held cash deposits and investments in Treasuries in the amounts of $2,417,366 and $2,511,610, respectively, with the custodian and futures commission merchant. As of September 30, 2012 and December 31, 2011, USAG held cash deposits and investments in Treasuries in the amounts of $2,722,990 and $1,000, respectively, with the custodian and futures commission merchant. As of September 30, 2012 and December 31, 2011, USMI held cash deposits and investments in Treasuries in the amounts of $2,593,388 and $1,000, respectively, with the custodian and futures commission merchant. Some or all of these amounts may be subject to loss should the Trust Series’ custodian and/or futures commission merchant cease operations.

For derivatives, risks arise from changes in the market value of the contracts. Theoretically, each Trust Series is exposed to market risk equal to the value of Futures Contracts purchased and unlimited liability on such contracts sold short. As both a buyer and a seller of options, each Trust Series pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option.

The Trust Series’ policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting controls and procedures. In addition, the Trust Series or USCF have a policy of requiring review of the credit standing of each broker or counterparty with which they conduct business.

The financial instruments held by the applicable Trust Series are reported in its condensed statements of financial condition at market or fair value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturity.

NOTE 7 — FINANCIAL HIGHLIGHTS

The following tables present per unit performance data and other supplemental financial data for the Trust Series for the nine months ended September 30, 2012 and 2011 for the unitholders. This information has been derived from information presented in the condensed financial statements.

USCI


	For the nine months ended September 30, 2012 (Unaudited)			For the nine months ended September 30, 2011 (Unaudited)
Per Unit Operating Performance:

Net asset value, beginning of period	$	58.47		$	64.37
Total income (loss)		3.41			(5.33	)
Total expenses		(0.53	)		(0.58	)

Net increase (decrease) in net asset value		2.88			(5.91	)

Net asset value, end of period	$	61.35		$	58.46


Total Return		4.93	%		(9.18	)%


Ratios to Average Net Assets
Total income (loss)		4.63	%		(16.38	)%

Management fees*		0.95	%		0.95	%

Total expenses excluding management fees*		0.22	%		0.22	%

Expenses waived*		—	%		(0.01	)%

Net expenses excluding management fees*		0.22	%		0.21	%

Net income (loss)		3.75	%		(17.25	)%

*	Annualized

CPER


	For the nine months ended September 30, 2012 (Unaudited)			For the nine months ended September 30, 2011 (Unaudited)*
Per Unit Operating Performance:

Net asset value, beginning of period	$	24.47		$	—
Total income (loss)		2.02			—
Total expenses		(0.19	)		—

Net increase in net asset value		1.83			—

Net asset value, end of period	$	26.30		$	—


Total Return		7.48	%		—	%


Ratios to Average Net Assets
Total income (loss)		8.50	%		—	%

Management fees**		0.82	%***		—	%

Total expenses excluding management fees**		3.56	%		—	%

Expenses waived**		(3.38	)%		—	%

Net expenses excluding management fees**		0.18	%		—	%

Net income (loss)		7.75	%		—	%

*	CPER had not commenced operations as of September 30, 2011.

**	Annualized.

***	Effective as of May 29, 2012, USCF agreed to waive the management fee paid by CPER from 0.95% to 0.65% per annum of average daily total net assets.

USAG


	For the nine months ended September 30, 2012 (Unaudited)*			For the nine months ended September 30, 2011 (Unaudited)**
Per Unit Operating Performance:

Net asset value, beginning of period	$	25.00		$	—
Total income (loss)		2.51			—
Total expenses		(0.13	)		—

Net increase in net asset value		2.38			—

Net asset value, end of period	$	27.38		$	—


Total Return		9.52	%		—	%


Ratios to Average Net Assets
Total income (loss)		12.58	%		—	%

Management fees***		0.84	%****		—	%

Total expenses excluding management fees***		3.50	%		—	%

Expenses waived***		(3.22	)%		—	%

Net expenses excluding management fees***		0.28	%		—	%

Net income (loss)		12.06	%		—	%

*	USAG commenced operations on April 13, 2012.

**	USAG had not commenced operations as of September 30, 2011.

***	Annualized

****	Effective as of May 29, 2012, USCF agreed to waive the management fee paid by USAG from 0.95% to 0.80% per annum of average daily total net assets.

USMI


	For the nine months ended September 30, 2012 (Unaudited)*			For the nine months ended September 30, 2011 (Unaudited)**
Per Unit Operating Performance:

Net asset value, beginning of period	$	25.00		$	—
Total income (loss)		2.73			—
Total expenses		(0.06	)		—

Net increase in net asset value		2.67			—

Net asset value, end of period	$	27.67		$	—


Total Return		10.68	%		—	%


Ratios to Average Net Assets
Total income (loss)		10.21	%		—	%

Management fees***		0.70	%****		—	%

Total expenses excluding management fees***		3.56	%		—	%

Expenses waived***		(3.38	)%		—	%

Net expenses excluding management fees***		0.18	%		—	%

Net income (loss)		9.96	%		—	%

*	USMI commenced operations on June 19, 2012.

**	USMI had not commenced operations as of September 30, 2011.

***	Annualized

****	Effective as of May 30, 2012, USCF agreed to waive the management fee paid by USMI from 0.95% to 0.70% per annum of average daily total net assets. The reduced fee became operational as of June 19, 2012.

Total returns are calculated based on the change in value during the period. An individual unitholder’s total return and ratio may vary from the above total returns and ratios based on the timing of contributions to and withdrawals from each Trust Series.

NOTE 8 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The Trust and each Trust Series value their investments in accordance with Accounting Standards Codification 820 – Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. The changes to past practice resulting from the application of ASC 820 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement. ASC 820 establishes a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Trust and each Trust Series (observable inputs) and (2) the Trust’s and each Trust Series’ own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the ASC 820 hierarchy are as follows:

Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level III – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

In some instances, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair value measurement in its entirety.

The following table summarizes the valuation of USCI’s securities at September 30, 2012 using the fair value hierarchy:


At September 30, 2012	Total			Level I			Level II		Level III
Short-Term Investments	$	399,945,572		$	399,945,572		$	—	$	—
Exchange-Traded Futures Contracts
Foreign Contracts		(3,287,067	)		(3,287,067	)		—		—
United States Contracts		11,326,642			11,326,642			—		—
During the nine months ended September 30, 2012, there were no transfers between Level I and Level II. The following table summarizes the valuation of USCI’s securities at December 31, 2011 using the fair value hierarchy:
At December 31, 2011	Total			Level I			Level II		Level III
Short-Term Investments	$	244,974,365		$	244,974,365		$	—	$	—
Exchange-Traded Futures Contracts
Foreign Contracts		(19,059,012	)		(19,059,012	)		—		—
United States Contracts		(3,917,680	)		(3,917,680	)		—		—
During the year ended December 31, 2011, there were no transfers between Level I and Level II. The following table summarizes the valuation of CPER’s securities at September 30, 2012 using the fair value hierarchy:
At September 30, 2012	Total			Level I			Level II		Level III
Short-Term Investments	$	2,199,698		$	2,199,698		$	—	$	—
Exchange-Traded Futures Contracts
United States Contracts		216,825			216,825			—		—

During the nine months ended September 30, 2012, there were no transfers between Level I and Level II.

The following table summarizes the valuation of CPER’s securities at December 31, 2011 using the fair value hierarchy:


At December 31, 2011	Total			Level I			Lev l II		Level III
Short-Term Investments	$	149,977		$	149,977		$	—	$	—
Exchange-Traded Futures Contracts
United States Contracts		(62,013	)		(62,013	)		—		—
During the year ended December 31, 2011, there were no transfers between Level I and Level II. The following table summarizes the valuation of USAG’s securities at September 30, 2012 using the fair value hierarchy:
At September 30, 2012	Total			Level I			Level II		Level III
Short-Term Investments	$	2,449,668		$	2,449,668		$	—	$	—
Exchange-Traded Futures Contracts
Foreign Contracts		2,601			2,601			—		—
United States Contracts		15,882			15,882			—		—
During the nine months ended September 30, 2012, there were no transfers between Level I and Level II. The following table summarizes the valuation of USMI’s securities at September 30, 2012 using the fair value hierarchy:
At September 30, 2012	Total			Level I			Level II		Level III
Short-Term Investments	$	2,199,733		$	2,199,733		$	—	$	—
Exchange-Traded Futures Contracts
Foreign Contracts		76,925			76,925			—		—
United States Contracts		98,788			98,788			—		—

During the nine months ended September 30, 2012, there were no transfers between Level I and Level II.

The Trust and each Trust Series have 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.

Fair Value of Derivative Instruments Held by USCI


Derivatives not Accounted for as Hedging Instruments	Condensed Statements of Financial Condition Location	Fair Value At September 30, 2012		Fair Value At December 31, 2011
Futures - Commodity Contracts	Assets	$	8,039,575	$	(22,976,692	)

Fair Value of Derivative Instruments Held by CPER
Derivatives not Accounted for as Hedging Instruments	Condensed Statements of Financial Condition Location	Fair Value At September 30, 2012		Fair Value At December 31, 2011
Futures - Commodity Contracts	Assets	$	216,825	$	(62,013	)

Fair Value of Derivative Instruments Held by USAG


Derivatives not Accounted for as Hedging Instruments	Condensed Statements of Financial Condition Location	Fair Value At September 30, 2012		Fair Value At December 31, 2011*
Futures - Commodity Contracts	Assets	$	18,483	$	—

Fair Value of Derivative Instruments Held by USMI
Derivatives not Accounted for as Hedging Instruments	Condensed Statements of Financial Condition Location	Fair Value At September 30, 2012		Fair Value At December 31, 2011*
Futures - Commodity Contracts	Assets	$	175,713	$	—

*	USAG and USMI do not report financial information related to the fair value of derivative instruments at December 31, 2011, since such Trust Series had not commenced operations as of December 31, 2011.

The Effect of Derivative Instruments on the Condensed Statements of Operations of USCI


		For the nine months ended September 30, 2012					For the nine months ended September 30, 2011
Derivatives not Accounted for as Hedging Instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Gain or (Loss) on Derivatives Recognized in Income		Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Gain or (Loss) on Derivatives Recognized in Income
Futures - Commodity Contracts	Realized loss on closed positions	$	(12,231,495	)			$	(13,700,659	)

	Change in unrealized gain (loss) on open positions				$	31,016,267				$	(50,799,443	)

The Effect of Derivative Instruments on the Condensed Statements of Operations of CPER
		For the nine months ended September 30, 2012					For the nine months ended September 30, 2011*
Derivatives not Accounted for as Hedging Instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Gain or (Loss) on Derivatives Recognized in Income		Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Gain or (Loss) on Derivatives Recognized in Income
Futures - Commodity Contracts	Realized loss on closed positions	$	(63,313	)			$	—

	Change in unrealized gain on open positions				$	278,838				$	—

The Effect of Derivative Instruments on the Condensed Statements of Operations of USAG


		For the nine months ended September 30, 2012				For the nine months ended September 30, 2011*
Derivatives not Accounted for as Hedging Instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Realized Gain or (Loss) on Derivatives Recognized in Income		Change in Unrealized Gain or (Loss) on Derivatives Recognized in Income		Realized Gain or (Loss) on Derivatives Recognized in Income		Change in Unrealized Gain or (Loss) on Derivatives Recognized in Income
Futures - Commodity Contracts	Realized gain on closed positions	$	368,209			$	—

	Change in unrealized gain on open positions			$	18,483			$	—

The Effect of Derivative Instruments on the Condensed Statements of Operations of USMI
		For the nine months ended September 30, 2012				For the nine months ended September 30, 2011*
Derivatives not Accounted for as Hedging Instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Realized Gain or (Loss) on Derivatives Recognized in Income		Change in Unrealized Gain or (Loss) on Derivatives Recognized in Income		Realized Gain or (Loss) on Derivatives Recognized in Income		Change in Unrealized Gain or (Loss) on Derivatives Recognized in Income
Futures - Commodity Contracts	Realized gain on closed positions	$	132,421			$	—

	Change in unrealized gain on open positions			$	175,713			$	—

*	CPER, USAG and USMI had not commenced operations as of September 30, 2011.

NOTE 9 — RECENT ACCOUNTING PRONOUNCEMENTS

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” The amendments in ASU No. 2011-11 require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU No. 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. USCF is currently evaluating the impact ASU No. 2011-11 will have on the Trust’s and each Trust Series’ financial statements.

NOTE 10 — SUBSEQUENT EVENTS

The Trust and each Trust Series have performed an evaluation of subsequent events through the date the financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the condensed financial statements and the notes thereto of the United States Commodity Index Funds Trust (the “Trust”) included elsewhere in this quarterly report on Form 10-Q.

Forward-Looking Information

This quarterly report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding the plans and objectives of management for future operations. This information may involve known and unknown risks, uncertainties and other factors that may cause the Trust’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe the Trust’s future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project,” the negative of these words, other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and the Trust cannot assure investors that the projections included in these forward-looking statements will come to pass. The Trust’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.

The Trust has based the forward-looking statements included in this quarterly report on Form 10-Q on information available to it on the date of this quarterly report on Form 10-Q, and the Trust assumes no obligation to update any such forward-looking statements. Although the Trust undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, investors are advised to consult any additional disclosures that the Trust may make directly to them or through reports that the Trust in the future files with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Introduction

The United States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”), the United States Agriculture Index Fund (“USAG”) and the United States Metals Index Fund (“USMI”) are each a commodity pool that issues units representing fractional undivided beneficial interests in USCI, CPER, USAG and USMI, respectively (“units”), that may be purchased and sold on the NYSE Arca, Inc. (the “NYSE Arca”). USCI, CPER, USAG and USMI are series of the Trust, a Delaware statutory trust formed on December 21, 2009. USCI, CPER, USAG and USMI are collectively referred to herein as the “Trust Series.” The Trust and each Trust Series operate pursuant to the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated November 10, 2010. Wilmington Trust Company (the “Trustee”), a Delaware banking corporation, is the Delaware trustee of the Trust. The Trust and each Trust Series are managed and controlled by United States Commodity Funds LLC (“USCF”).

United States Commodity Index Fund

USCI invests in futures contracts for commodities that are traded on the New York Mercantile Exchange (the “NYMEX”), ICE Futures (“ICE Futures”), Chicago Board of Trade (“CBOT”), Chicago Mercantile Exchange (“CME”), London Metal Exchange (“LME”), Commodity Exchange, Inc. (“COMEX”) or on other foreign exchanges (such exchanges, collectively, the “Futures Exchanges”) (such futures contracts, collectively, “Futures Contracts”) and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other commodity-based contracts and instruments such as cash-settled options on Futures Contracts, forward contracts relating to commodities, cleared swap contracts and other over-the-counter transactions that are based on the price of commodities and Futures Contracts (collectively, “Other Commodity-Related Investments”). Market conditions that USCF currently anticipates could cause USCI to invest in Other Commodity Related Investments would be those allowing USCI to obtain greater liquidity or to execute transactions with more favorable pricing.

The investment objective of USCI is for the daily changes in percentage terms of its units’ per unit net asset value (“NAV”) to reflect the daily changes in percentage terms of the SummerHaven Dynamic Commodity Index Total Return^SM (the “Commodity Index”), less USCI’s expenses. USCF does not intend to operate USCI in a fashion such that its per unit NAV will equal, in dollar terms, the spot prices of the commodities underlying the Benchmark Component Futures Contracts (as defined below) that comprise the Commodity Index or the prices of any particular group of Futures Contracts. The Commodity Index is owned and maintained by SummerHaven Index Management, LLC (“SummerHaven Indexing”) and calculated and published by the NYSE Arca. The Commodity Index is comprised of 14 Futures Contracts that are selected on a monthly basis from a list of 27 possible Futures Contracts. The Futures Contracts that at any given time make up the Commodity Index are referred to herein as “Benchmark Component Futures Contracts.” USCI invests first in the current Benchmark Component Futures Contracts and other Futures Contracts intended to replicate the return on the current Benchmark Component Futures Contracts and, thereafter may hold Futures Contracts in a particular commodity other than one specified as the Benchmark Component Futures Contract, or may hold Other Commodity-Related Investments that may fail to closely track the Commodity Index’s total return movements. If USCI increases in size, and due to its obligations to comply with regulatory limits or due to other market pricing or liquidity factors, USCI may invest in Futures Contract months other than the designated month specified as the Benchmark Component Futures Contract, or in Other Commodity-Related Investments, which may have the effect of increasing transaction related expenses and may result in increased tracking error.

USCI seeks to achieve its investment objective by investing in Futures Contracts and Other Commodity-Related Investments such that daily changes in its per unit NAV closely track the daily changes in the price of the Commodity Index. USCI’s positions in Commodity Interests are rebalanced on a monthly basis in order to track the changing nature of the Commodity Index. If Futures Contracts relating to a particular commodity remain in the Commodity Index from one month to the next, such Futures Contracts are rebalanced to the 7.14% target weight. Specifically, on a specified day near the end of each month (the “Selection Date”), it will be determined if a current Benchmark Component Futures Contract will be replaced by a new Futures Contract in either the same or different underlying commodity as a Benchmark Component Futures Contract for the following month, in which case USCI’s investments would have to be changed accordingly. In order that USCI’s trading does not unduly cause extraordinary market movements, and to make it more difficult for third parties to profit by trading based on market movements that could be expected from changes in the Benchmark Component Futures Contracts, USCI’s investments typically are not rebalanced entirely on a single day, but rather typically rebalanced over a period of four days. After fulfilling the margin and collateral requirements with respect to its Commodity Interests, USCF invests the remainder of USCI’s proceeds from the sale of units in short-term obligations of the United States government (“Treasuries”) or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts).

United States Copper Index Fund

CPER invests in Futures Contracts for commodities that are traded on the COMEX and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, Other Copper-Related Investments (as defined below). Market conditions that USCF currently anticipates could cause CPER to invest in Other Copper-Related Investments would be those allowing CPER to obtain greater liquidity or to execute transactions with more favorable pricing.

The investment objective of CPER is for the daily changes in percentage terms of its units’ per unit NAV to reflect the daily changes in percentage terms of the SummerHaven Copper Index Total Return^SM (the “Copper Index”), less CPER’s expenses. USCF does not intend to operate CPER in a fashion such that its per unit NAV will equal, in dollar terms, the spot prices of the commodities underlying the Benchmark Component Copper Futures Contracts (as defined below) that comprise the Copper Index or the prices of any particular group of Futures Contracts. The Copper Index is designed to reflect the performance of the investment returns form a portfolio of copper futures contracts. The Copper Index is owned and maintained by SummerHaven Indexing and calculated and published by the NYSE Arca. The Copper Index is comprised of either two or three Eligible Copper Futures Contracts that are selected on a monthly basis based on quantitative formulas relating to the prices of the Eligible Copper Futures Contracts developed by SummerHaven Indexing. The Eligible Copper Futures Contracts that at any given time make up the Copper Index are referred to herein as “Benchmark Component Copper Futures Contracts.”

United States Agriculture Index Fund

USAG invests in Futures Contracts for commodities that are traded on the ICE Futures US, ICE Futures Canada, the CBOT, the CME and the Kansas City Board of Trade (“KCBT”) and to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, Other Agriculture-Related Investments (as defined below). Market conditions that USCF currently anticipates could cause USAG to invest in Other Agriculture-Related Investments would be those allowing USAG to obtain greater liquidity or to execute transactions with more favorable pricing.

USAG seeks to achieve its investment objective by investing to the fullest extent possible in the Benchmark Component Agriculture Futures Contracts. Then, if constrained by regulatory requirements or in view of market conditions, USAG will invest next in other Eligible Agriculture Futures Contracts, and finally to a lesser extent, in other exchange traded futures contracts that are economically identical or substantially similar to the Benchmark Component Agriculture Futures Contracts if one or more other Eligible Agriculture Futures Contracts is not available. When USAG has invested to the fullest extent possible in exchange-traded futures contracts, USAG may then invest in other contracts and instruments based on the Benchmark Component Agriculture Futures Contracts, other Eligible Agriculture Futures Contracts or the agricultural commodities included in the Agriculture Index, such as cash-settled options, forward contracts, cleared swap contracts and swap contracts other than cleared swap contracts. Other exchange-traded futures contracts that are economically identical or substantially similar to the Benchmark Component Agriculture Futures Contracts and other contracts and instruments based on the Benchmark Component Agriculture Futures Contracts, are collectively referred to as “Other Agriculture-Related Investments,” and together with Benchmark Component Agriculture Futures Contracts and other Eligible Agriculture Futures Contracts, “Agriculture Interests.”

United States Metals Index Fund

USMI invests in Futures Contracts for commodities that are traded on the NYMEX, the LME and the COMEX and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, Other Metals-Related Investments (as defined below). Market conditions that USCF currently anticipates could cause USMI to invest in Other Metals-Related Investments would be those allowing USMI to obtain greater liquidity or to execute transactions with more favorable pricing.

The investment objective of USMI is for the daily changes in percentage terms of its units’ per unit NAV to reflect the daily changes in percentage terms of the SummerHaven Metals Index Total Return^SM (the “Metals Index”), less USMI’s expenses. USCF does not intend to operate USMI in a fashion such that its per unit NAV will equal, in dollar terms, the spot prices of the commodities underlying the Benchmark Component Metals Futures Contracts (as defined below) that comprise the Metals Index or the prices of any particular group of Futures Contracts. The Metals Index is owned and maintained by SummerHaven Indexing and calculated and published by the NYSE Arca. The Metals Index is comprised of ten Eligible Metals Futures Contracts that are selected on a monthly basis based on quantitative formulas developed by SummerHaven Indexing. The Eligible Metals Futures Contracts that at any given time make up the Metals Index are referred to herein as “Benchmark Component Metals Futures Contracts.”

USMI seeks to achieve its investment objective by investing to the fullest extent possible in the Benchmark Component Metals Futures Contracts. Then, if constrained by regulatory requirements or in view of market conditions, USMI will invest next in other Eligible Metals Futures Contracts, and finally to a lesser extent, in other exchange traded futures contracts that are economically identical or substantially similar to the Benchmark Component Metals Futures Contracts if one or more other Eligible Metals Futures Contracts is not available. When USMI has invested to the fullest extent possible in exchange-traded futures contracts, USMI may then invest in other contracts and instruments based on the Benchmark Component Metals Futures Contracts, other Eligible Metals Futures Contracts or the metals included in the Metals Index, such as cash-settled options, forward contracts, cleared swap contracts and swap contracts other than cleared swap contracts. Other exchange-traded futures contracts that are economically identical or substantially similar to the Benchmark Component Metals Futures Contracts and other contracts and instruments based on the Benchmark Component Metals Futures Contracts are collectively referred to as “Other Metals-Related Investments,” and together with Benchmark Component Metals Futures Contracts and other Eligible Metals Futures Contracts, “Metals Interests.”

Other Defined Terms

The Copper Index, together with the Commodity Index, the Agriculture Index and the Metals Index are referred to throughout this quarterly report on Form 10-Q collectively as the “Applicable Index” or “Indices.”

Benchmark Component Futures Contracts, Benchmark Component Copper Futures Contracts, Benchmark Component Agriculture Futures Contracts and Benchmark Component Metals Futures Contracts are referred to throughout this quarterly report on Form 10-Q collectively as “Applicable Benchmark Component Futures Contracts.”

Other Commodity-Related Investments, Other Copper-Related Investments, Other Agriculture-Related Investments and Other Metals-Related Investments are collectively referred to herein as “Other Related Investments.” Commodity Interests, Copper Interests, Agriculture Interests and Metals Interests are collectively referred to herein as “Applicable Interests.”

Futures Contracts and Other Commodity Related Investments are collectively referred to as “Commodity Interests” in this quarterly report on Form 10-Q.

Regulatory Disclosure

Impact of Accountability Levels, Position Limits and Price Fluctuation Limits. Futures contracts include typical and significant characteristics. Most significantly, the Commodity Futures Trading Commission (the “CFTC”) and U.S. designated contract markets such as the NYMEX, COMEX, CME, and CBOT have established accountability levels and position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which is not applicable to the Trust Series’ investments) may hold, own or control. The net position is the difference between an individual or firm’s open long contracts and open short contracts in any one commodity. In addition, most U.S.-based futures exchanges limit the daily price fluctuation for futures contracts. Currently, the ICE Futures imposes position and accountability limits that are similar to those imposed by U.S.-based futures exchanges but does not limit the maximum daily price fluctuation, while some other non-U.S. futures exchanges have not adopted such limits.

The accountability levels for the commodities comprising an Applicable Index and other futures contracts traded on U.S.-based futures exchanges are not a fixed ceiling, but rather a threshold above which such exchanges may exercise greater scrutiny and control over an investor’s positions. As of September 30, 2012, USCI held 552 Futures Contracts on the NYMEX, 1,994 Futures Contracts on ICE Futures, 2,978 Futures Contracts on CBOT, 1,110 Futures Contracts on CME, 4,048 Futures Contracts on LME and 548 Futures Contracts on COMEX. CPER held 28 Futures Contracts on COMEX. USAG held 26 Futures Contracts on ICE Futures, 12 Futures Contracts on CME, 3 Futures Contracts on KCBT and 28 Futures Contracts on CBOT and USMI held 1 Futures Contract on NYMEX, 3 Futures Contracts on CME, 73 Futures Contracts on LME and 10 Futures Contracts on COMEX. For the nine months ended September 30, 2012, no Trust Series exceeded accountability levels imposed by the NYMEX, COMEX, CME, CBOT, KCBT or ICE Futures.

Position limits differ from accountability levels in that they represent fixed limits on the maximum number of futures contracts that any person may hold and cannot allow such limits to be exceeded without express CFTC authority to do so. In addition to accountability levels and position limits that may apply at any time, the Futures Exchanges may impose position limits on contracts held in the last few days of trading in the near month contract to expire. It is unlikely that a Trust Series will run up against such position limits. A Trust Series does not typically hold the near month contract in its Applicable Benchmark Component Futures Contracts. In addition, each Trust Series’ investment strategy is to close out its positions during each Rebalancing Period in advance of the period right before expiration and purchase new contracts. As such, none of the Trust Series anticipates that position limits that apply to the last few days prior to a contract’s expiration will impact it. For the nine months ended September 30, 2012, no Trust Series exceeded position limits imposed by the NYMEX, COMEX, CME, CBOT, KCBT or ICE Futures.

The regulation of commodity interests in the United States is subject to ongoing modification by governmental and judicial action. On July 21, 2010, a broad financial regulatory reform bill, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), was signed into law. All of the Dodd-Frank Act’s provisions became effective on July 16, 2011, but the actual implementation of some of the provisions is subject to continuing uncertainty because implementing rules and regulations have not been completely finalized and have been challenged in court. Pending final resolution of all applicable regulatory requirements, some specific examples of how the new Dodd-Frank Act provisions and rules adopted thereunder could impact the Trust Series are discussed below.

Futures Contracts and Position Limits

Provisions in the Dodd-Frank Act include the requirement that position limits be established on a wide range of commodity interests including energy-based and other commodity futures contracts, certain cleared commodity swaps and certain over-the-counter commodity contracts; new registration, recordkeeping, capital and margin requirements for “swap dealers” and “major swap participants” as determined by the new law and applicable regulations; and the forced use of clearinghouse mechanisms for many swap transactions that are currently entered into in the over-the-counter market. The new law and the rules thereunder may negatively impact a Trust Series’ ability to meet its investment objective either through limits or requirements imposed on it or upon its counterparties. Further, increased regulation of, and the imposition of additional costs on, swap transactions under the new legislation and implementing regulations could cause a reduction in the swap market and the overall derivatives markets, which could restrict liquidity and adversely affect a Trust Series. In particular, new position limits imposed on each Trust Series or its counterparties may impact a Trust Series’ ability to invest in a manner that most efficiently meets its investment objective, and new requirements, including capital and mandatory clearing, may increase the cost of a Trust Series’ investments and doing business, which could adversely impact the ability of a Trust Series to achieve its investment objective.

In late 2011, the CFTC adopted regulations implementing position limits and limit formulas for 28 core physical commodity futures contracts, including the Futures Contracts and options on Futures Contracts executed pursuant to the rules of designated contract markets (i.e., certain regulated exchanges) and commodity swaps that are economically equivalent to such futures and options contracts (collectively, “Referenced Contracts”). These regulations would have required, among other things, aggregation of position limits that would apply across different trading venues to contracts based on the same underlying commodity. However, the regulations would have required aggregation of Referenced Contracts held by separate Related Public Funds (as defined below) only if such Related Public Fund had “identical trading strategies.” USCF does not believe any of the Related Public Funds should be viewed as having identical trading strategies for purposes of the CFTC’s aggregation rules.

The position limit rules were to be implemented in two phases, the first of which was to be effective October 12, 2012. However, on September 28, 2012, the U.S. District Court for the District of Columbia issued a memorandum opinion and order vacating the final regulations. The court issued that ruling in response to a lawsuit filed by two industry organizations challenging certain aspects of the regulations. There is no way of knowing whether the CFTC will ultimately be successful in adopting position limit rules, how those rules might differ from existing position limits imposed by applicable designated contracts markets, and, accordingly, whether any such rules would negatively impact the ability of each Trust Series to achieve its objectives.

“Swap” Transactions

The Dodd-Frank Act imposes new regulatory requirements on certain “swap” transactions that each Trust Series is authorized to engage in that may ultimately impact the ability of each Trust Series to meet its investment objective. On August 13, 2012, the CFTC and the SEC published joint final rules defining the terms “swap” and “security-based swap.” The term “swap” is broadly defined to include various types of over-the-counter derivatives, including swaps and options. The effective date of these final rules was October 12, 2012.

The Dodd-Frank Act requires that certain transactions ultimately falling within the definition of “swap” be executed on organized exchanges or “swap execution facilities” and cleared through regulated clearing organizations (which are referred to in the Dodd-Frank Act as “derivative clearing organizations” (“DCOs”)), if the CFTC mandates the central clearing of a particular contract. However, the CFTC has not issued any mandatory clearing determinations and therefore, it is currently unknown which swaps will be subject to such trading and clearing requirements. If a swap is required to be cleared, the initial margin will be set by the clearing organization, subject to certain regulatory requirements and guidelines. Initial and variation margin requirements for swap dealers and major swap participants who enter into uncleared swaps and capital requirements for swap dealers and major swap participants who enter into both cleared and uncleared trades will be set by the CFTC, the SEC or the applicable “Prudential Regulator.” On May 23, 2012, the CFTC published final regulations, which became effective as of July 23, 2012, to determine which entities will be regulated as “swap dealers” and “major swap participants” and thus have to comply with these capital and margin requirements (as well as a multitude of other requirements under the Dodd-Frank Act). Most of the requirements imposed became effective on October 12, 2012, when additional final rules defining the terms “swap,” “security-based swap,” and “mixed swap” became effective. However, on October 11, 2012 and October 12, 2012, the CFTC issued several no-action letters and interpretive guidance which delayed much of the implementation of the requirements from October 12, 2012 until December 31, 2012. Increased regulation of, and the imposition of additional costs on, swap transactions could have an adverse effect on a Trust Series by, for example, reducing the size of and therefore liquidity in the derivatives market, increasing transaction costs and decreasing the ability to customize derivative transactions.

The majority of the Dodd-Frank Act regulations affecting the swap market will not become effective until later in calendar year 2012 or the beginning of 2013 at the earliest.

On February 7, 2012, the CFTC published a rule requiring each futures commission merchant (“FCM”) and DCO to segregate cleared swaps and related collateral posted by a customer of the FCM from the assets of the FCM or DCO, although such property can be commingled with the property of other cleared swaps customers of the FCM or DCO. This rule addresses losses incurred by a DCO in a so-called “double default” scenario in which a customer of an FCM defaults in its obligations to the FCM and the FCM, in turn, defaults in its obligations to the DCO. Under this scenario, the DCO can only access the collateral attributable to other customers of the DCO whose cleared swap positions are in a loss position following the primary customer’s default. This rule is scheduled to become effective on November 8, 2012. Some market participants have expressed concern that the requirements of this segregation rule may result in higher initial margins or higher fees. The Trust Series do not anticipate any impact to their operations in order to meet the requirements of the new rule.

Additionally, the CFTC published rules on February 17, 2012 and April 3, 2012 that require “swap dealers” and “major swap participants” to: 1) adhere to business conduct standards, 2) implement policies and procedures to ensure compliance with the Commodity Exchange Act and 3) maintain records of such compliance. These new requirements may impact the documentation requirements for both cleared and non-cleared swaps and cause swap dealers and major swap participants to face increased compliance costs that, in turn, may be passed along to counterparties (such as a Trust Series) in the form of higher fees and expenses that related to trading swaps.

On February 24, 2012, the CFTC amended certain disclosure obligations to require that the operator of a commodity pool that invests in swaps include standardized swap risk disclosures in the pool’s disclosure documents by December 31, 2012.

The CFTC issued a final rule on May 23, 2012 interpreting the definition of “eligible contract participant,” as amended by the Dodd-Frank Act, in such a manner that a Trust Series may be limited as to the counterparties with which it may enter into forward contracts. Additionally, a Trust Series may under certain circumstances related to the amount of assets under management no longer qualify as an eligible contract participant. A Trust Series’ ability to maintain a certain minimum level of assets and to qualify as an eligible contract participant allows such Trust Series to enter into swaps on swap execution facilities as well as on a bilateral, off-exchange basis. The loss of status as an eligible contract participant and the resulting loss of eligible counterparties and investment options could impact a Trust Series’ ability to achieve its investment objective.

The effect of the future regulatory change on each Trust Series is impossible to predict, but it could be substantial and adverse.

USCF is a limited liability company formed in Delaware on May 10, 2005, that is registered as a commodity pool operator (“CPO”) with the CFTC and is a member of the National Futures Association (the “NFA”). Each Trust Series’ trading advisor is SummerHaven Investment Management, LLC (“SummerHaven”), a Delaware limited liability company that is registered as a commodity trading advisor and CPO with the CFTC and is a member of the NFA. USCF manages each Trust Series’ investments directly, using the trading advisory services of SummerHaven for guidance with respect to the Applicable Index for each Trust Series and USCF’s selection of investments on behalf of each Trust Series. USCF is also authorized to select FCMs to execute each Trust Series’ transactions in Futures Contracts and Other Related Investments.

Commodity Markets

Commodity Futures Price Movements

Nine months Ended September 30, 2012

As measured by the four major diversified commodity indexes listed below, commodity futures prices exhibited moderate daily swings along with an uneven upward trend during the nine months ended September 30, 2012. The table below compares the total returns of the Commodity Index to the three major diversified commodity indexes over this time period.


SummerHaven Dynamic Commodity Index Total Return^SM(1)	6.06	%
S&P GSCI Commodity Index Total Return⁽²⁾	3.47	%
Dow Jones-UBS Commodity Index Total Return⁽²⁾	5.63	%
Deutsche Bank Liquid Commodity Index-Optimum Yield Total Return^TM(2)	3.79	%

(1)	The inception date for the SummerHaven Dynamic Commodity Index Total Return^SM is December 2009.

(2)	Source: Bloomberg

The value of the Commodity Index as of December 31, 2011 was 1,703.23. As of September 30, 2012, the value of the Commodity Index was 1,806.38, up approximately 6.06% over the nine months ended September 30, 2012.

USCI’s per unit NAV began the period at $58.47 and ended at $61.35 on September 30, 2012, an increase of approximately 4.93% over the period. USCI’s per unit NAV reached its high for the period on February 24, 2012 at $64.46 and reached its low for the period on June 21, 2012 at $55.23. The return of 6.06% on the Commodity Index listed above is a hypothetical return only and could not actually be achieved by an investor holding Futures Contracts due to the impact of trading costs and other expenses. See “Tracking the Commodity Index” below for information about how expenses and income affect USCI’s per unit NAV.

Copper Markets

Copper Futures Price Movements

Nine months Ended September 30, 2012

As measured by the two major copper indexes listed below, copper futures prices exhibited moderate daily swings along with an upward trend during the nine months ended September 30, 2012. The table below compares the total returns of the Copper Index to the Dow Jones-UBS Copper Subindex Total Return over this time period.


SummerHaven Copper Index Total Return^SM(1)	8.42	%
Dow Jones-UBS Copper Subindex Total Return⁽²⁾	8.36	%

(1)	The inception date for the SummerHaven Copper Index Total Return^SM is November 2010.

(2)	Source: Bloomberg

The value of the Copper Index as of December 31, 2011 was 1,164.51. As of September 30, 2012, the value of the Copper Index was 1,262.57, up approximately 8.42% over the nine months ended September 30, 2012.

CPER’s per unit NAV began the period at $24.47 and ended at $26.30 on September 30, 2012, an increase of approximately 7.48% over the period. CPER’s per unit NAV reached its high for the period on February 9, 2012 at $28.24 and reached its low for the period on June 8, 2012 at $23.18. The return of 8.42% on the Copper Index listed above is a hypothetical return only and could not actually be achieved by an investor holding Futures Contracts due to the impact of trading costs and other expenses. See “Tracking the Copper Index” below for information about how expenses and income affect CPER’s per unit NAV.

Agriculture Markets

Agriculture Futures Price Movements

Nine months Ended September 30, 2012

As measured by the four major agriculture indexes listed below, agriculture futures prices exhibited moderate daily swings along with an upward trend during the nine months ended September 30, 2012. The table below compares the total returns of the Agriculture Index to the three major agriculture indexes over this time period.


SummerHaven Dynamic Agriculture Index Total Return^SM(1)	10.53	%
S&P GSCI^® Agriculture Index Total Return ⁽²⁾	18.44	%
Dow Jones – UBS Agriculture Total Return Sub-index^SM (2)	15.85	%
Deutsche Bank Liquid Commodity Index-Optimum Yield Agriculture Return^TM (2)	2.85	%

(1)	The inception date for the SummerHaven Dynamic Agriculture Index Total Return^SM is September 2010.

(2)	Source: Bloomberg

The value of the Agriculture Index as of USAG’s inception on April 12, 2012 was 349.41. As of September 30, 2012, the value of the Agriculture Index was 385.50, up approximately 10.33% over the period from April 12, 2012 through September 30, 2012.

USAG’s per unit NAV at inception on April 12, 2012 was $25.00 and ended at $27.38 on September 30, 2012, an increase of approximately 9.52% over the period. USAG’s per unit NAV reached its high for the period on July 20, 2012 at $28.75 and reached its low for the period on June 1, 2012 at $23.08. The return of 10.33% on the Agriculture Index listed above is a hypothetical return only and could not actually be achieved by an investor holding Futures Contracts due to the impact of trading costs and other expenses. See “Tracking the Agriculture Index” below for information about how expenses and income affect USAG’s per unit NAV.

Metals Markets

Metals Futures Price Movements

Nine months Ended September 30, 2012

As measured by the four major metals indexes listed below, metals futures prices exhibited moderate daily swings along with a downward trend during the nine months ended September 30, 2012. The table below compares the total returns of the Metals Index to the three major metals indexes over this time period.


SummerHaven Metals Index Total Return^SM(1)	11.04	%
Rogers International Commodity Index^®-Metals Total Return ⁽²⁾	9.79	%
Dow Jones – UBS Industrial Metals Total Return Sub-index^{SM (2)}	4.48	%
Deutsche Bank Liquid Commodity Index-Optimum Yield Metals Total Return^{TM (2)}	6.21	%

(1)	The inception date for the SummerHaven Metals Index Total Return^SM is September 2010.

(2)	Source: Bloomberg

The value of the Metals Index as of USMI’s inception on June 18, 2012 was 814.45. As of September 30, 2012, the value of the Metals Index was 904.39, up approximately 11.04% over the period from June 18, 2012 through September 30, 2012.

USMI’s per unit NAV at inception on June 18, 2012 was $25.00 and ended at $27.67 on September 30, 2012, an increase of approximately 10.68% over the period. USMI’s per unit NAV reached its high for the period on September 14, 2012 at $28.05 and reached its low for the period on August 2, 2012 at $23.66. The return of 11.04% on the Metals Index listed above is a hypothetical return only and could not actually be achieved by an investor holding Futures Contracts due to the impact of trading costs and other expenses. See “Tracking the Metals Index” below for information about how expenses and income affect USMI’s per unit NAV.

Valuation of Futures Contracts and the Computation of the Per Unit NAV

Each Trust Series’ per unit NAV is calculated once each NYSE Arca trading day. The per unit NAV for a particular trading day is released after 4:00 p.m. New York time. Trading during the core trading session on the NYSE Arca typically closes at 4:00 p.m. New York time. The Trust Series’ administrator uses the closing prices on the relevant Futures Exchanges of the Applicable Benchmark Component Futures Contracts (determined at the earlier of the close of such exchange or 2:30 p.m. New York time) for the contracts held on the Futures Exchanges, but calculates or determines the value of all other investments of such Trust Series using market quotations, if available, or other information customarily used to determine the fair value of such investments.

Results of Operations

On July 30, 2010, USCI received a notice of effectiveness from the SEC for its registration of 50,000,000 units on Form S-1 with the SEC. On August 10, 2010, USCI listed its units on the NYSE Arca under the ticker symbol “USCI.” USCI established its initial offering per unit NAV by setting the price at $50.00 and issued 100,000 units to the initial authorized purchaser, Merrill Lynch Professional Clearing Corp., in exchange for $5,000,000 in cash on August 10, 2010. USCI also commenced investment operations on August 10, 2010 by purchasing Futures Contracts traded on the Futures Exchanges. In order to satisfy NYSE Arca listing standards that at least 100,000 units be outstanding at the beginning of the trading day on the NYSE Arca, USCF purchased the initial Creation Basket from the initial Authorized Purchaser at the initial offering price. The $1,000 fee that would otherwise be charged to the Authorized Purchaser in connection with an order to create or redeem was waived in connection with the initial Creation Basket. USCF held such initial Creation Basket until September 3, 2010, at which time the initial Authorized Purchaser repurchased the units comprising such basket in accordance with the specified conditions noted above. On September 14, 2011, USCF redeemed the 20 Sponsor Units of USCI, and on September 19, 2011, USCF purchased five units of USCI in the open market.

Since its initial offering of 50,000,000 units, USCI has not registered any subsequent offerings of its units. As of September 30, 2012, USCI had issued 10,300,000 units, 7,600,000 of which were outstanding. As of September 30, 2012, there were 39,700,000 units registered but not yet issued. More units may have been issued by USCI than are outstanding due to the redemption of units.

In connection with the Second Amended and Restated Trust Agreement dated November 10, 2010, USMI, USAG and CPER were designated as three additional series of the Trust. Following the designation of the additional series, an initial capital contribution of $3,000 was transferred from USCF to the Trust. On November 10, 2010, the Trust transferred $1,000 to each of USMI, USAG and CPER, which was deemed a capital contribution to each series. On November 14, 2011, USCF received 40 Sponsor Units of CPER in exchange for the previously received capital contribution, representing a beneficial interest in CPER. On December 7, 2011, USCF redeemed the 40 Sponsor Units of CPER and purchased 40 units of CPER in the open market. On April 13, 2012, USCF received 40 Sponsor Units of USAG in exchange for the previously received capital contribution, representing a beneficial interest in USAG. On June 28, 2012, USCF redeemed the 40 Sponsor units of USAG and on October 3, 2012, purchased 5 units of USAG on the open market. On June 19, 2012, USCF received 40 Sponsor Units of USMI in exchange for the previously received capital contribution, representing a beneficial interest in USMI. On August 27, 2012, USCF redeemed the 40 Sponsor units of USMI.

CPER, USAG and USMI received notice of effectiveness from the SEC for its registration of 30,000,000 CPER units, 20,000,000 USAG units and 20,000,000 USMI units on September 6, 2011. The order to permit listing CPER, USMI and USAG on the NYSE Arca was received on October 20, 2011. On November 15, 2011, CPER listed its units on the NYSE Arca under the ticker symbol “CPER.” CPER established its initial offering per unit NAV by setting the price at $25.00 and issued 100,000 units to the initial authorized purchaser, Merrill Lynch Professional Clearing Corp., in exchange for $2,500,000 in cash on November 15, 2011. The $1,000 fee that would otherwise be charged to the Authorized Purchaser in connection with an order to create or redeem was waived in connection with the initial Creation Basket.

Since its initial offering of 30,000,000 units, CPER has not registered any subsequent offerings of its units. As of September 30, 2012, CPER had issued 150,000 units, 100,000 of which were outstanding. As of September 30, 2012, there were 29,500,000 units registered but not yet issued. More units may have been issued by CPER than are outstanding due to the redemption of units.

On April 13, 2012, USAG listed its units on the NYSE Arca under the ticker symbol “USAG.” USAG established its initial offering per unit NAV by setting the price at $25.00. On April 14, 2012, USCF purchased 2 initial Creation Baskets of USAG. In accordance with applicable requirements of Regulation M under the Securities Exchange Act of 1934, no Creation Baskets were offered to Authorized Purchasers nor were the units listed on the NYSE Arca until five business days had elapsed from the date of USCF’s purchase of the initial Creation Basket on April 4, 2012. The fee that would have otherwise been charged in connection with an order to create or redeem was waived in connection with the initial Creation Basket.

Since its initial offering of 20,000,000 units, USAG has not registered any subsequent offerings of its units. As of September 30, 2012, USAG had issued 150,000 units, 100,000 of which were outstanding. As of September 30, 2012, there were 19,850,000 units registered but not yet issued. More units may have been issued by USAG than are outstanding due to the redemption of units.

On June 19, 2012, USMI listed its units on the NYSE Arca under the ticker symbol “USMI.” USMI established its initial offering per unit NAV by setting the price at $25.00. On June 11, 2012, USCF purchased two initial Creation Baskets of USMI. In accordance with applicable requirements of Regulation M under the Securities Exchange Act of 1934, no Creation Baskets were offered to Authorized Purchasers nor were the units listed on the NYSE Arca until five business days had elapsed from the date of USCF’s purchase of the initial Creation Basket on June 11, 2012. The fee that would have otherwise been charged in connection with an order to create or redeem was waived in connection with the initial Creation Basket. On August 29, 2012, USCF redeemed one of two initial Creation Baskets of USMI, leaving its holdings to 50,000 units.

Since its initial offering of 20,000,000 units, USMI has not registered any subsequent offerings of its units. As of September 30, 2012, USMI had issued 150,000 units, 100,000 of which were outstanding. As of September 30, 2012, there were 19,850,000 units registered but not yet issued. More units may have been issued by USMI than are outstanding due to the redemption of units.

Unlike funds that are registered under the Investment Company Act of 1940, as amended, units that have been redeemed by the Trust Series cannot be resold. As a result, each Trust Series contemplates that additional offerings of its units will be registered with the SEC in the future in anticipation of additional issuances and redemptions.

As of September 30, 2012, USCI had the following authorized purchasers: Citadel Securities LLC, Credit Suisse Securities USA LLC, Jefferies & Company Inc., JP Morgan Securities Inc., Merrill Lynch Professional Clearing Corp., Morgan Stanley & Company Inc., and NewEdge USA LLC and Virtu Financial BD LLC.

As of September 30, 2012, CPER had the following authorized purchasers: Credit Suisse Securities (USA) LLC, Jefferies & Company Inc., JP Morgan Securities Inc., Merrill Lynch Professional Clearing Corp., NewEdge USA LLC and Virtu Financial BD LLC.

As of September 30, 2012, USAG had the following authorized purchasers: Credit Suisse Securities (USA) LLC, Jefferies & Company Inc., JP Morgan Securities Inc., Merrill Lynch Professional Clearing Corp., NewEdge USA LLC and Virtu Financial BD LLC.

As of September 30, 2012, USMI had the following authorized purchasers: Credit Suisse Securities (USA) LLC, Jefferies & Company Inc., JP Morgan Securities Inc., Merrill Lynch Professional Clearing Corp., NewEdge USA LLC and Virtu Financial BD LLC.

For the Nine Months Ended September 30, 2012 Compared to the Nine Months Ended September 30, 2011

Since CPER, USAG and USMI commenced operations on November 15, 2011, April 13, 2012 and June 19, 2012, respectively, a comparison of each of CPER’s, USAG’s and USMI’s results of operations for any periods prior to the nine months ended September 30, 2012 has not been provided.

As of September 30, 2012, USCI’s total unrealized gain on Futures Contracts owned or held on that day was $8,039,575 and USCI established cash deposits and investments in short-term obligations of the United States of two years or less (“Treasuries”) that were equal to $458,864,480. USCI held 86.23% of its cash assets in overnight deposits and investments in Treasuries at its custodian bank, while 13.77% of the cash balance was held as investments in Treasuries and margin deposits for the Futures Contracts purchased. The ending per unit NAV on September 30, 2012 was $61.35.

By comparison, as of September 30, 2011, USCI’s total unrealized loss on Futures Contracts owned or held on that day was $43,382,126 and USCI established cash deposits and investments in Treasuries that were equal to $441,484,919. USCI held 87.50% of its cash assets in overnight deposits and investments in Treasuries at its custodian bank, while 12.50% of the cash balance was held as margin deposits for the Futures Contracts purchased. The increase in cash assets in overnight deposits and investments in Treasuries for September 30, 2012, as compared to September 30, 2011, was primarily due to greater total net assets for the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011. The ending per unit NAV on September 30, 2011 was $58.46. The increase in the per unit NAV for September 30, 2012, as compared to September 30, 2011, was primarily due to the increase in the prices of the Futures Contracts during the nine months ended September 30, 2012.

As of September 30, 2012, CPER’s total unrealized gain on Futures Contracts owned or held on that day was $216,825, and CPER established cash deposits and investments in Treasuries that were equal to $2,417,366. CPER held 93.59% of its cash assets in overnight deposits and investments in Treasuries at its custodian bank, while 6.41% of the cash balance was held as investments in Treasuries and margin deposits for the Futures Contracts purchased. The ending per unit NAV on September 30, 2012 was $26.30.

As of September 30, 2012, USAG’s total unrealized gain on Futures Contracts owned or held on that day was $18,483, and USAG established cash deposits and investments in Treasuries that were equal to $2,722,990. USAG held 76.57% of its cash assets in overnight deposits and investments in Treasuries at its custodian bank, while 23.43% of the cash balance was held as investments in Treasuries and margin deposits for the Futures Contracts purchased. The ending per unit NAV on September 30, 2012 was $27.38.

As of September 30, 2012, USMI’s total unrealized gain on Futures Contracts owned or held on that day was $175,713, and USMI established cash deposits and investments in Treasuries that were equal to $2,593,388. USMI held 86.39% of its cash assets in overnight deposits and investments in Treasuries at its custodian bank, while 13.61% of the cash balance was held as investments in Treasuries and margin deposits for the Futures Contracts purchased. The ending per unit NAV on September 30, 2012 was $27.67.

Portfolio Expenses. Each Trust Series’ expenses consist of investment management fees, brokerage fees and commissions, certain offering costs, the fees and expenses of the independent directors of USCF and expenses relating to tax accounting and reporting requirements. The management fee that each Trust Series pays to USCF is calculated as a percentage of the total net assets of such Trust Series. Each Trust Series is contractually obligated to pay USCF a management fee of 0.95% of its average daily total net assets. Effective as of May 29, 2012 (and continuing through at least March 31, 2013), USCF voluntarily waived the management fee paid by each of CPER and USAG from 0.95% to 0.65% and 0.80% per annum of average daily total net assets, respectively. Effective as of May 30, 2012 (and continuing through at least March 31, 2013), USCF voluntarily waived the management fee paid by USMI from 0.95% to 0.70% per annum of average daily total net assets. The reduced fee for USMI became operational as of June 19, 2012, the date USMI became listed on the NYSE Arca. Each fee is accrued daily and paid monthly.

During the nine months ended September 30, 2012, the average daily total net assets of USCI were $409,738,446. The management fee incurred daily by USCI during the period amounted to $2,914,069. By comparison, during the nine months ended September 30, 2011, the average daily total net assets of USCI were $392,401,549. The management fee incurred by USCI during the period amounted to $2,788,201.

During the nine months ended September 30, 2012, the average daily total net assets of CPER were $2,564,824. The management fee incurred by CPER during the period amounted to $15,712.

During the nine months ended September 30, 2012, the average daily total net assets of USAG were $3,107,517. The management fee incurred by USAG during the period amounted to $12,155.

During the nine months ended September 30, 2012, the average daily total net assets of USMI were $3,037,202. The management fee incurred by USMI during the period amounted to $6,041.

In addition to the management fee, each Trust Series pays all brokerage fees and other expenses, including tax reporting costs, ongoing registration or other fees paid to the SEC, the Financial Industry Regulatory Authority (“FINRA”) and any other regulatory agency in connection with offers and sales of its units subsequent to the initial offering and all legal, accounting, printing and other expenses associated therewith. The total of these fees and expenses for USCI for the nine months ended September 30, 2012 was $684,178, as compared to $651,575 for the nine months ended September 30, 2011. The increase in total expenses excluding management fees for the nine months ended September 30, 2012, compared to the nine months ended September 30, 2011, was primarily due to an increase in legal fees during the nine months ended September 30, 2012. For the nine months ended September 30, 2012 and 2011, USCI did not incur any fees or other expenses relating to the registration or offering of additional units. For the nine months ended September 30, 2012, the expenses of USCI, including management fees, commissions, and all other expenses, totaled $3,598,247. For a portion of the nine months ended September 30, 2011, an expense waiver was in effect which offset certain of the expenses incurred by USCI. The total amount of the expense waiver was $36,907 for the nine months ended September 30, 2011. For the nine months ended September 30, 2011, the expenses of USCI, including management fees, commissions, and all other expenses, before allowance for the expense waiver, totaled $3,439,776, and after allowance for the expense waiver, totaled $3,402,869. As of March 31, 2011, the expense waiver was no longer in effect.

The gross total of these fees and expenses for CPER for the nine months ended September 30, 2012 was $68,347. For the nine months ended September 30, 2012, CPER did not incur any fees or other expenses relating to the registration or offering of additional units. For the nine months ended September 30, 2012, an expense waiver was in effect which offset certain of the expenses incurred by CPER. The total amount of the expense waiver was $64,905 for the nine months ended September 30, 2012. For the nine months ended September 30, 2012, the expenses of CPER, including management fees, commissions, and all other expenses, before allowance for the expense waiver, totaled $84,059, and after allowance for the expense waiver, totaled $19,154.

The gross total of these fees and expenses for USAG for the nine months ended September 30, 2012 was $50,796. For the nine months ended September 30, 2012, USAG did not incur any fees or other expenses relating to the registration or offering of additional units. For the nine months ended September 30, 2012, an expense waiver was in effect which offset certain of the expenses incurred by USAG. The total amount of the expense waiver was $46,719 for the nine months ended September 30, 2012. For the nine months ended September 30, 2012, the expenses of USAG, including management fees, commissions and all other expenses, before allowance for the expense waiver, totaled $62,951, and after allowance for the expense waiver, totaled $16,232.

The gross total of these fees and expenses for USMI for the nine months ended September 30, 2012 was $30,707. For the nine months ended September 30, 2012, USMI did not incur any fees or other expenses relating to the registration or offering of additional units. For the nine months ended September 30, 2012, an expense waiver was in effect which offset certain of the expenses incurred by USMI. The total amount of the expense waiver was $29,177 for the nine months ended September 30, 2012. For the nine months ended September 30, 2012, the expenses of USMI, including management fees, commissions and all other expenses, before allowance for the expense waiver, totaled $36,748, and after allowance for the expense waiver, totaled $7,571.

Each Trust Series is responsible for paying its portion of the directors’ and officers’ liability insurance of such Trust Series and the United States Oil Fund, LP, the United States Natural Gas Fund, LP, the United States 12 Month Oil Fund, LP, the United States Gasoline Fund, LP, the United States Diesel-Heating Oil Fund, LP (formerly, the United States Heating Oil Fund, LP), the United States Short Oil Fund, LP, the United States 12 Month Natural Gas Fund, LP and the United States Brent Oil Fund, LP (collectively, the “Related Public Funds”). In addition, as of July 8, 2011, each Trust Series is responsible for paying the fees and expenses of the independent directors who also serve as audit committee members of the Related Public Funds organized as limited partnerships. Each Trust Series shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets of each fund computed on a daily basis. These fees and expenses for the year ending December 31, 2012 are estimated to be a total of $540,000 for the Trust Series and the Related Public Funds. By comparison, for the year ended December 31, 2011, these fees and expenses amounted to a total of $607,582 for USCI, CPER and the Related Public Funds. USCI’s portion of such fees and expenses for the year ended December 31, 2011 was $31,792 and CPER’s portion of such fees and expenses for the year ended December 31, 2011 was $32.

Each Trust Series also incurs commissions to brokers for the purchase and sale of Futures Contracts, Other Related Investments or Treasuries. During the nine months ended September 30, 2012, total commissions accrued to brokers amounted to $224,208 for USCI. Of this amount, approximately $30,573 was a result of rebalancing costs and approximately $193,635 was the result of trades necessitated by creation and redemption activity. By comparison, during the nine months ended September 30, 2011, total commissions accrued to brokers amounted to $263,439 for USCI. Of this amount, approximately $237,292 was a result of rebalancing costs and approximately $26,147 was the result of trades necessitated by creation and redemption activity. The decrease in USCI’s total commissions accrued to brokers for the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011, was primarily due to a decrease in creation and redemption activity during the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011. As an annualized percentage of average daily total net assets, USCI’s figure for the nine months ended September 30, 2012 represents approximately 0.07% of USCI’s average daily total net assets. By comparison, USCI’s figure for the nine months ended September 30, 2011 represented approximately 0.09% of USCI’s average daily total net assets. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

During the nine months ended September 30, 2012, total commissions accrued to brokers amounted to $597 for CPER. Of this amount, approximately $439 was a result of rebalancing costs and approximately $158 was the result of trades necessitated by creation and redemption activity. As an annualized percentage of average daily total net assets, CPER’s figure for the nine months ended September 30, 2012 represents approximately 0.03% of CPER’s average daily total net assets. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

During the nine months ended September 30, 2012, total commissions accrued to brokers amounted to $2,074 for USAG. Of this amount, approximately $1,379 was a result of rebalancing costs and approximately $695 was the result of trades necessitated by creation and redemption activity. As an annualized percentage of average daily total net assets, USAG’s figure for the nine months ended September 30, 2012 represents approximately 0.14% of USAG’s average daily total net assets. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

During the nine months ended September 30, 2012, total commissions accrued to brokers amounted to $476 for USMI. Of this amount, approximately $122 was a result of rebalancing costs and approximately $354 was the result of trades necessitated by creation and redemption activity. As an annualized percentage of average daily total net assets, USMI’s figure for the nine months ended September 30, 2012 represents approximately 0.06% of USMI’s average daily total net assets. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

The fees and expenses associated with each Trust Series’ audit expenses and tax accounting and reporting requirements are paid by such Trust Series. These costs are estimated to be $300,000 for the year ending December 31, 2012 for USCI, $50,000 for the year ending December 31, 2012 for CPER, $75,000 for the year ending December 31, 2012 for USAG and $75,000 for the year ending December 31, 2012 for USMI. USCF has voluntarily agreed to pay certain expenses normally borne by each of CPER, USAG and USMI to the extent that such expenses exceed 0.15% (15 basis points) of each of CPER’s, USAG’s and USMI’s NAV, on an annualized basis, through at least December 31, 2012. USCF has no obligation to continue such payments into subsequent periods. For the nine months ended September 30, 2012, USCF waived $64,905, $46,719 and $29,177 for each of CPER, USAG and USMI, respectively. This voluntary expense waiver is in addition to those amounts USCF is contractually obligated to pay as described in Note 5 in Item 1 of this quarterly report on Form 10-Q.

Interest Income. Each Trust Series seeks to invest its assets such that it holds Futures Contracts and Other Related Investments in an amount equal to the total net assets of its portfolio. Typically, such investments do not require each Trust Series to pay the full amount of the contract value at the time of purchase, but rather require each Trust Series to post an amount as a margin deposit against the eventual settlement of the contract. As a result, each Trust Series retains an amount that is approximately equal to its total net assets, which each Trust Series invests in Treasuries, cash and/or cash equivalents. This includes both the amount on deposit with the FCM as margin, as well as unrestricted cash and cash equivalents held with each Trust Series’ custodian bank. The Treasuries, cash and/or cash equivalents earn income that accrues on a daily basis. For the nine months ended September 30, 2012, USCI earned $177,504 in interest income on such cash and/or cash equivalents. Based on USCI’s average daily total net assets, this was equivalent to an annualized yield of 0.06%. USCI purchased Treasuries during the nine months ended September 30, 2012 and also held cash and/or cash equivalents during this time period. By comparison, for the nine months ended September 30, 2011, USCI earned $152,321 in interest income on such cash and/or cash equivalents. Based on USCI’s average daily total net assets, this was equivalent to an annualized yield of 0.05%. USCI purchased Treasuries during the nine months ended September 30, 2011 and also held cash and/or cash equivalents during this time period. Interest rates on short-term investments held by USCI, including cash equivalents and investments in Treasuries, were higher during the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011. As a result, the amount of income earned by USCI as a percentage of average daily total net assets was higher during the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011.

For the nine months ended September 30, 2012, CPER earned $1,093 in interest income on such cash and/or cash equivalents. Based on CPER’s average daily total net assets, this was equivalent to an annualized yield of 0.06%. CPER purchased Treasuries during the nine months ended September 30, 2012 and also held cash and/or cash equivalents during this time period.

For the nine months ended September 30, 2012, USAG earned $1,014 in interest income on such cash and/or cash equivalents. Based on USAG’s average daily total net assets, this was equivalent to an annualized yield of 0.07%. USAG purchased Treasuries during the nine months ended September 30, 2012 and also held cash and/or cash equivalents during this time period.

For the nine months ended September 30, 2012, USMI earned $700 in interest income on such cash and/or cash equivalents. Based on USMI’s average daily total net assets, this was equivalent to an annualized yield of 0.08%. USMI purchased Treasuries during the nine months ended September 30, 2012 and also held cash and/or cash equivalents during this time period.

For the Three Months Ended September 30, 2012 Compared to the Three Months Ended September 30, 2011

Since CPER, USAG and USMI commenced operations on November 15, 2011, April 13, 2012 and June 19, 2012, respectively, a comparison of each of CPER’s, USAG’s and USMI’s results of operations for any periods prior to the three months ended September 30, 2012 has not been provided.

Portfolio Expenses. During the three months ended September 30, 2012, the average daily total net assets of USCI were $436,594,184. The management fee incurred daily by USCI during the period amounted to $1,042,577. By comparison, during the three months ended September 30, 2011, the average daily total net assets of USCI were $455,819,448. The management fee incurred by USCI during the period amounted to $1,091,469.

During the three months ended September 30, 2012, the average daily total net assets of CPER were $2,507,187. The management fee incurred by CPER during the period amounted to $4,096.

During the three months ended September 30, 2012, the average daily total net assets of USAG were $3,058,755. The management fee incurred by USAG during the period amounted to $6,151.

During the three months ended September 30, 2012, the average daily total net assets of USMI were $3,117,092. The management fee incurred by USMI during the period amounted to $5,485.

In addition to the management fee, each Trust Series pays all brokerage fees and other expenses, including tax reporting costs, ongoing registration or other fees paid to the SEC, FINRA and any other regulatory agency in connection with offers and sales of its units subsequent to the initial offering and all legal, accounting, printing and other expenses associated therewith. The total of these fees and expenses for USCI for the three months ended September 30, 2012 was $279,395, as compared to $169,216 for the three months ended September 30, 2011. The increase in total expenses excluding management fees for the three months ended September 30, 2012, compared to the three months ended September 30, 2011, was primarily due to an increase in legal fees during the three months ended September 30, 2012. For the three months ended September 30, 2012 and 2011, USCI did not incur any fees or other expenses relating to the registration or offering of additional units. For the three months ended September 31, 2012, the expenses of USCI, including management fees, commissions, and all other expenses, totaled $1,321,972.

The gross total of these fees and expenses for CPER for the three months ended September 30, 2012 was $24,646. For the three months ended September 30, 2012, CPER did not incur any fees or other expenses relating to the registration or offering of additional units. For the three months ended September 30, 2012, an expense waiver was in effect which offset certain of the expenses incurred by CPER. The total amount of the expense waiver was $23,656 for the three months ended September 30, 2012. For the three months ended September 30, 2012, the expenses of CPER, including management fees, commissions, and all other expenses, before allowance for the expense waiver, totaled $28,742, and after allowance for the expense waiver, totaled $5,086.

The gross total of these fees and expenses for USAG for the three months ended September 30, 2012 was $28,019. For the three months ended September 30, 2012, USAG did not incur any fees or other expenses relating to the registration or offering of additional units. For the three months ended September 30, 2012, an expense waiver was in effect which offset certain of the expenses incurred by USAG. The total amount of the expense waiver was $26,019 for the three months ended September 30, 2012. For the three months ended September 30, 2012, the expenses of USAG, including management fees, commissions and all other expenses, before allowance for the expense waiver, totaled $34,170, and after allowance for the expense waiver, totaled $8,151.

The gross total of these fees and expenses for USMI for the three months ended September 30, 2012 was $27,216. For the three months ended September 30, 2012, USMI did not incur any fees or other expenses relating to the registration or offering of additional units. For the three months ended September 30, 2012, an expense waiver was in effect which offset certain of the expenses incurred by USMI. The total amount of the expense waiver was $25,996 for the three months ended September 30, 2012. For the three months ended September 30, 2012, the expenses of USMI, including management fees, commissions and all other expenses, before allowance for the expense waiver, totaled $32,701, and after allowance for the expense waiver, totaled $6,705.

Each Trust Series is responsible for paying its portion of the directors’ and officers’ liability insurance of such Trust Series and the Related Public Funds. In addition, as of July 8, 2011, each Trust Series is responsible for paying the fees and expenses of the independent directors who also serve as audit committee members of the Related Public Funds organized as limited partnerships. Each Trust Series shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets of each fund computed on a daily basis. These fees and expenses for the year ending December 31, 2012 are estimated to be a total of $540,000 for the Trust Series and the Related Public Funds. By comparison, for the year ended December 31, 2011, these fees and expenses amounted to a total of $607,582 for USCI, CPER and the Related Public Funds. USCI’s portion of such fees and expenses for the year ended December 31, 2011 was $31,792 and CPER’s portion of such fees and expenses for the year ended December 31, 2011 was $32.

Each Trust Series also incurs commissions to brokers for the purchase and sale of Futures Contracts, Other Related Investments or Treasuries. During the three months ended September 30, 2012, total commissions accrued to brokers amounted to $88,340 for USCI. Of this amount, approximately $10,125 was a result of rebalancing costs and approximately $78,215 was the result of trades necessitated by creation and redemption activity. By comparison, during the three months ended September 30, 2011, total commissions accrued to brokers amounted to $83,831 for USCI. Of this amount, approximately $77,441 was a result of rebalancing costs and approximately $6,390 was the result of trades necessitated by creation and redemption activity. The increase in USCI’s total commissions accrued to brokers for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011, was primarily due to an increase in creation and redemption activity during the three months ended September 30, 2012 as compared to the three months ended September 30, 2011. As an annualized percentage of average daily total net assets, USCI’s figure for the three months ended September 30, 2012 represents approximately 0.08% of USCI’s average daily total net assets. By comparison, USCI’s figure for the three months ended September 30, 2011 represented approximately 0.07% of USCI’s average daily total net assets. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

During the three months ended September 30, 2012, total commissions accrued to brokers amounted to $278 for CPER. Of this amount, approximately $120 was a result of rebalancing costs and approximately $158 was the result of trades necessitated by creation and redemption activity. As an annualized percentage of average daily total net assets, CPER’s figure for the three months ended September 30, 2012 represents approximately 0.05% of CPER’s average daily total net assets. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

During the three months ended September 30, 2012, total commissions accrued to brokers amounted to $1,098 for USAG. Of this amount, approximately $751 was a result of rebalancing costs and approximately $347 was the result of trades necessitated by creation and redemption activity. As an annualized percentage of average daily total net assets, USAG’s figure for the three months ended September 30, 2012 represents approximately 0.14% of USAG’s average daily total net assets. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

During the three months ended September 30, 2012, total commissions accrued to brokers amounted to $294 for USMI. Of this amount, approximately $99 was a result of rebalancing costs and approximately $195 was the result of trades necessitated by creation and redemption activity. As an annualized percentage of average daily total net assets, USMI’s figure for the three months ended September 30, 2012 represents approximately 0.04% of USMI’s average daily total net assets. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

The fees and expenses associated with each Trust Series’ audit expenses and tax accounting and reporting requirements are paid by such Trust Series. These costs are estimated to be $300,000 for the year ending December 31, 2012 for USCI, $50,000 for the year ending December 31, 2012 for CPER, $75,000 for the year ending December 31, 2012 for USAG and $75,000 for the year ending December 31, 2012 for USMI. USCF has voluntarily agreed to pay certain expenses normally borne by each of CPER, USAG and USMI to the extent that such expenses exceed 0.15% (15 basis points) of each of CPER’s, USAG’s and USMI’s NAV, on an annualized basis, through at least December 31, 2012. USCF has no obligation to continue such payments into subsequent periods. For the three months ended September 30, 2012, USCF waived $23,656, $26,019 and $25,996 for each of CPER, USAG and USMI, respectively. This voluntary expense waiver is in addition to those amounts USCF is contractually obligated to pay as described in Note 5 in Item 1 of this quarterly report on Form 10-Q.

Interest Income. Each Trust Series seeks to invest its assets such that it holds Futures Contracts and Other Related Investments in an amount equal to the total net assets of its portfolio. Typically, such investments do not require each Trust Series to pay the full amount of the contract value at the time of purchase, but rather require each Trust Series to post an amount as a margin deposit against the eventual settlement of the contract. As a result, each Trust Series retains an amount that is approximately equal to its total net assets, which each Trust Series invests in Treasuries, cash and/or cash equivalents. This includes both the amount on deposit with the FCM as margin, as well as unrestricted cash and cash equivalents held with each Trust Series’ custodian bank. The Treasuries, cash and/or cash equivalents earn income that accrues on a daily basis. For the three months ended September 30, 2012, USCI earned $82,589 in interest income on such cash and/or cash equivalents. Based on USCI’s average daily total net assets, this was equivalent to an annualized yield of 0.08%. USCI purchased Treasuries during the three months ended September 30, 2012 and also held cash and/or cash equivalents during this time period. By comparison, for the three months ended September 30, 2011, USCI earned $28,380 in interest income on such cash and/or cash equivalents. Based on USCI’s average daily total net assets, this was equivalent to an annualized yield of 0.03%. USCI purchased Treasuries during the three months ended September 30, 2011 and also held cash and/or cash equivalents during this time period. Interest rates on short-term investments held by USCI, including cash equivalents and Treasuries, were higher during the three months ended September 30, 2012 compared to the three months ended September 30, 2011. As a result, the amount of income earned by USCI as a percentage of average daily total net assets was higher during the three months ended September 30, 2012 compared to the three months ended September 30, 2011.

For the three months ended September 30, 2012, CPER earned $426 in interest income on such cash and/or cash equivalents. Based on CPER’s average daily total net assets, this was equivalent to an annualized yield of 0.07%. CPER purchased Treasuries during the three months ended September 30, 2012 and also held cash and/or cash equivalents during this time period.

For the three months ended September 30, 2012, USAG earned $547 in interest income on such cash and/or cash equivalents. Based on USAG’s average daily total net assets, this was equivalent to an annualized yield of 0.07%. USAG purchased Treasuries during the three months ended September 30, 2012 and also held cash and/or cash equivalents during this time period.

For the three months ended September 30, 2012, USMI earned $633 in interest income on such cash and/or cash equivalents. Based on USMI’s average daily total net assets, this was equivalent to an annualized yield of 0.08%. USMI purchased Treasuries during the three months ended September 30, 2012 and also held cash and/or cash equivalents during this time period.

Portfolio Holdings for USCI

During the nine months ended September 30, 2012, USCI’s portfolio held at all times Futures Contracts based on 14 different commodities (except during the four days of the end-of-the-month roll period when more than 14 commodities could be represented while the portfolio re-balances). Due to changes in the composition of the Commodity Index, each month the list of Benchmark Component Futures Contracts held by USCI changed (see the section “The Commodity Index” below). The table below lists the Benchmark Component Futures Contracts held during the nine months ended September 30, 2012.

Benchmark Component Futures Contracts for USCI

Commodity

1/1/2012

2/1/2012

3/1/2012

4/1/2012

5/1/2012

6/1/2012

7/1/2012

8/1/2012

9/1/2012

Aluminum

—

Cocoa

—

Coffee

—

Copper

—

Corn

—

Cotton

—

Crude Oil (Brent)

—

Crude Oil (WTI)

—

Feeder Cattle

—

Gas Oil

—

Gold

—

Diesel-Heating Oil

—

Lead

—

Lean Hogs

—

Live Cattle

—

Natural Gas

—

Nickel

—

Platinum

—

Silver

—

Soybean Meal

—

Soybean Oil

—

Soybeans

—

Sugar

—

Tin

—

Unleaded Gasoline

—

Wheat

—

Zinc

—

*	From 12/30/2011 to 9/30/12 Source: Bloomberg

The table below reflects the same listing of monthly Benchmark Component Futures Contracts as the table above with two changes. First, the table below includes a column showing the change in the spot price of each of the 27 commodities during the nine months ended September 30, 2012. Second, while the table above lists the order of the commodities alphabetically (first by which of the six sectors a commodity falls into and then within each sector), the table below lists the commodities from the commodity that had the highest positive change in spot price to the commodity that had the lowest positive change or largest negative change in spot price. Investors are cautioned that the change in the spot price of a given commodity does not represent the actual return that USCI might have earned on any holdings in futures contracts based on that commodity. This is due to two factors. First, the return on a futures contract may be higher, or lower, than the change in the spot price of the commodity due to the impact of backwardation or contango. Second, USCI may not have owned any such futures contract for the entire time period represented in the table below. Thus, USCI’s total actual return on its holdings in any of the commodities shown below may be higher, or lower, than the actual change in the spot price of the particular commodity.

Benchmark Component Futures Contracts for USCI

Benchmark Component Futures Contracts


Commodity	1/1/2012	2/1/2012	3/1/2012	4/1/2012	5/1/2012	6/1/2012	7/1/2012	8/1/2012	9/1/2012	Spot Price Performance YTD 2012
Soybean Oil				—	—		—			57.4%
Unleaded Gasoline	—	—	—	—	—	—		—	—	38.3%
Soybean Meal				—	—	—	—	—	—	33.6%
Platinum		—								24.4%
Silver	—	—	—						—	24.0%
Coffee			—							19.3%
Nickel		—								19.0%
Cotton	—					—				17.0%
Tin									—	14.3%
Zinc					—	—				13.2%
Gas Oil	—	—	—	—	—	—	—	—	—	13.0%
Diesel-Heating Oil	—	—	—	—	—	—			—	12.8%
Live Cattle	—	—	—	—	—	—	—	—		11.1%
Corn	—	—		—	—	—	—	—	—	10.0%
Gold	—	—	—	—	—	—	—	—		8.0%
Feeder Cattle	—	—	—	—	—	—	—	—		6.1%
Cocoa			—		—			—	—	4.7%
Aluminum	—		—							4.6%
Soybeans				—	—	—	—	—	—	0.2%
Lean Hogs	—					—	—	—	—	-0.7%
Natural Gas							—			-1.6%
Crude Oil (WTI)	—	—	—	—		—		—		-1.7%
Wheat			—				—	—	—	-6.7%
Lead				—					—	-8.5%
Sugar	—	—	—	—	—		—			-16.0%
Copper		—					—	—	—	-23.5%
Crude Oil (Brent)	—	—	—	—	—	—	—	—	—	-24.7%

*	From 12/30/2011 to 9/30/12 Source: Bloomberg

Tracking Each Trust Series’ Benchmark

USCF seeks to manage each Trust Series’ portfolio such that changes in its average daily per unit NAV, on a percentage basis, closely track the daily changes in the price of the Applicable Index, also on a percentage basis. Specifically, USCF seeks to manage the portfolio such that over any rolling period of 30-valuation days, the average daily change in a Trust Series’ per unit NAV is within a range of 90% to 110% (0.9 to 1.1) of the average daily change in the price of the Applicable Index. As an example, if the average daily movement of the price of the Applicable Index for a particular 30-valuation day time period was 0.50% per day, USCF would attempt to manage the portfolio such that the average daily movement of the per unit NAV during that same time period fell between 0.45% and 0.55% (i.e., between 0.9 and 1.1 of the Applicable Index’s results). Each Trust Series’ portfolio management goals do not include trying to make the nominal price of its per unit NAV equal to the nominal price of the Applicable Index, the nominal price of any particular commodity Futures Contract or the spot price for any particular commodity. USCF believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in listed Futures Contracts.

USCI

For the 30-valuation days ended September 30, 2012, the simple average daily change in the Commodity Index was 0.044%, while the simple average daily change in the per unit NAV of USCI over the same time period was 0.039%. The average daily difference was (0.005)% (or (0.5) basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Commodity Index, the average error in daily tracking by the per unit NAV was (19.587)%, meaning that over this time period USCI’s tracking error was outside the plus or minus 10% range established as its benchmark tracking goal. The first chart below shows the daily movement of USCI’s per unit NAV versus the daily movement of the Commodity Index for the 30-valuation day period ended September 30, 2012. The second chart below shows the monthly total returns of USCI as compared to the monthly value of the Benchmark Component Futures Contracts since inception.

Since the commencement of the offering of USCI’s units to the public on August 10, 2010 to September 30, 2012, the simple average daily change in the Commodity Index was 0.048%, while the simple average daily change in the per unit NAV of USCI over the same time period was 0.043%. The average daily difference was (0.005)% (or (0.5) basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Commodity Index, the average error in daily tracking by the per unit NAV was (2.50)%, meaning that over this time period USCI’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

LOGO

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

LOGO

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

An alternative tracking measurement of the return performance of USCI versus the return of the Commodity Index can be calculated by comparing the actual return of USCI, measured by changes in its per unit NAV, versus the expected changes in its per unit NAV under the assumption that USCI’s returns had been exactly the same as the daily changes in the price of the Commodity Index.

For the nine months ended September 30, 2012, the actual total return of USCI as measured by changes in its per unit NAV was 4.93%. This is based on an initial per unit NAV of $58.47 on December 31, 2011 and an ending per unit NAV as of September 30, 2012 of $61.35. During this time period, USCI made no distributions to its unitholders. However, if USCI’s daily changes in its per unit NAV had instead exactly tracked the changes in the daily total return of the Commodity Index, USCI would have had an estimated per unit NAV of $62.01 as of September 30, 2012, for a total return over the relevant time period of 6.05%. The difference between the actual per unit NAV total return of USCI of 4.93% and the expected total return based on the Commodity Index of 6.05% was an error over the time period of (1.12)%, which is to say that USCI’s actual total return underperformed the Commodity Index result by that percentage. USCF believes that a portion of the difference between the actual total return and the expected Commodity Index total return can be attributed to the net impact of the expenses that USCI pays, offset in part by the income that USCI collects on its cash and cash equivalent holdings. During the nine months ended September 30, 2012, USCI earned interest income of $177,504, which is equivalent to a weighted average income rate of 0.06% for such period. In addition, during the nine months ended September 30, 2012, USCI also collected $8,750 from its Authorized Purchasers for creating or redeeming baskets of units. This income also contributed to USCI’s actual total return. However, if the total assets of USCI continue to increase, USCF believes that the impact on actual total returns of these fees from creations and redemptions will diminish as a percentage of the actual total return. During the nine months ended September 30, 2012, USCI incurred total expenses of $3,598,247. Income from interest and Authorized Purchaser collections net of expenses was $(3,411,993), which is equivalent to an annualized weighted average net income rate of (1.11)% for the nine months ended September 30, 2012.

By comparison, for the nine months ended September 30, 2011, the actual total return of USCI as measured by changes in its per unit NAV was (9.18)%. This was based on an initial per unit NAV of $64.37 on December 31, 2010 and an ending per unit NAV as of September 30, 2011 of $58.46. During this time period, USCI made no distributions to its unitholders. However, if USCI’s daily changes in its per unit NAV had instead exactly tracked the changes in the daily total return of the Commodity Index, USCI would have had an estimated per unit NAV of $58.92 as of September 30, 2011, for a total return over the relevant time period of (8.47)%. The difference between the actual per unit NAV total return of USCI of (9.18)% and the expected total return based on the Commodity Index of (8.47)% was an error over the time period of (0.699)%, which is to say that USCI’s actual total return underperformed the Commodity Index result by that percentage. USCF believes that a portion of the difference between the actual total return and the expected Commodity Index total return can be attributed to the net impact of the expenses that USCI paid, offset in part by the income that USCI collected on its cash and cash equivalent holdings. During the nine months ended September 30, 2011, USCI earned interest income of $152,321, which was equivalent to a weighted average income rate of 0.05% for such period. In addition, during the nine months ended September 30, 2011, USCI also collected $54,150 from its Authorized Purchasers for creating or redeeming baskets of units. This income also contributed to USCI’s actual total return. However, if the total assets of USCI continue to increase, USCF believes that the impact on actual total returns of these fees from creations and redemptions will diminish as a percentage of the actual total return. During the nine months ended September 30, 2011, USCI incurred net expenses of $3,402,869. Income from interest and Authorized Purchaser collections net of expenses was $(3,196,398), which was equivalent to an annualized weighted average net income rate of (1.09)% for the nine months ended September 30, 2011.

CPER

For the 30-valuation days ended September 30, 2012, the simple average daily change in the Copper Index was 0.344%, while the simple average daily change in the per unit NAV of CPER over the same time period was 0.338%. The average daily difference was (0.006)% (or (0.60) basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Copper Index, the average error in daily tracking by the per unit NAV was (9.768)%, meaning that over this time period CPER’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal. The first chart below shows the daily movement of CPER’s per unit NAV versus the daily movement of the Copper Index for the 30-valuation day period ended September 30, 2012. The second chart below shows the monthly total returns of CPER as compared to the monthly value of the Benchmark Component Copper Futures Contracts since inception.

Since the commencement of the offering of CPER’s units to the public on November 15, 2011 to September 30, 2012, the simple average daily change in the Copper Index was 0.034%, while the simple average daily change in the per unit NAV of CPER over the same time period was 0.039%. The average daily difference was 0.005% (or 0.5 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Copper Index, the average error in daily tracking by the per unit NAV was (2.601)%, meaning that over this time period CPER’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

LOGO

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

LOGO

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

An alternative tracking measurement of the return performance of CPER versus the return of the Copper Index can be calculated by comparing the actual return of CPER, measured by changes in its per unit NAV, versus the expected changes in its per unit NAV under the assumption that CPER’s returns had been exactly the same as the daily changes in the price of the Copper Index.

For the nine months ended September 30, 2012, the actual total return of CPER as measured by changes in its per unit NAV was 7.48%. This is based on an initial per unit NAV of $24.47 on December 31, 2011 and an ending per unit NAV as of September 30, 2012 of $26.30. During this time period, CPER made no distributions to its unitholders. However, if CPER’s daily changes in its per unit NAV had instead exactly tracked the changes in the daily total return of the Copper Index, CPER would have had an estimated per unit NAV of $26.53 as of September 30, 2012, for a total return over the relevant time period of 8.42%. The difference between the actual per unit NAV total return of CPER of 7.48% and the expected total return based on the Copper Index of 8.42% was an error over the time period of (0.94)%, which is to say that CPER’s actual total return underperformed the Copper Index result by that percentage. USCF believes that a portion of the difference between the actual total return and the expected Copper Index total return can be attributed to the net impact of the expenses that CPER pays, offset in part by the income that CPER collects on its cash and cash equivalent holdings. During the nine months ended September 30, 2012, CPER earned interest income of $1,093, which is equivalent to a weighted average income rate of 0.06% for such period. In addition, during the nine months ended September 30, 2012, CPER also collected $1,350 from its Authorized Purchasers for creating or redeeming baskets of units. This income also contributed to CPER’s actual total return. However, if the total assets of CPER continue to increase, USCF believes that the impact on actual total returns of these fees from creations and redemptions will diminish as a percentage of the actual total return. During the nine months ended September 30, 2012, CPER incurred net expenses of $19,154. Income from interest and Authorized Purchaser collections net of expenses was $(16,711), which is equivalent to a weighted average net income rate of (0.87)% for the nine months ended September 30, 2012.

USAG

For the 30-valuation days ended September 30, 2012, the simple average daily change in the Agriculture Index was 1.647%, while the simple average daily change in the per unit NAV of USAG over the same time period was 1.637%. The average daily difference was (0.100)% (or (10.00) basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Agriculture Index, the average error in daily tracking by the per unit NAV was (17.22)%, meaning that over this time period USAG’s tracking error was outside the plus or minus 10% range established as its benchmark tracking goal. The first chart below shows the daily movement of USAG’s per unit NAV versus the daily movement of the Agriculture Index for the 30-valuation day period ended September 30, 2012. The second chart below shows the monthly total returns of USAG as compared to the monthly value of the Benchmark Component Agriculture Futures Contracts since inception.

Since the commencement of the offering of USAG’s units to the public on April 13, 2012 to September 30, 2012, the simple average daily change in the Agriculture Index was 0.512%, while the simple average daily change in the per unit NAV of USAG over the same time period was 0.506%. The average daily difference was (0.006)% (or (0.6) basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Agriculture Index, the average error in daily tracking by the per unit NAV was 6.213%, meaning that over this time period USAG’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

LOGO

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

LOGO

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

An alternative tracking measurement of the return performance of USAG versus the return of the Agriculture Index can be calculated by comparing the actual return of USAG, measured by changes in its per unit NAV, versus the expected changes in its per unit NAV under the assumption that USAG’s returns had been exactly the same as the daily changes in the price of the Agriculture Index.

For the period ended September 30, 2012, the actual total return of USAG as measured by changes in its per unit NAV was 9.52%. This is based on an initial per unit NAV of $25.00 on April 13, 2012 and an ending per unit NAV as of September 30, 2012 of $27.38. During this time period, USAG made no distributions to its unitholders. However, if USAG’s daily changes in its per unit NAV had instead exactly tracked the changes in the daily total return of the Agriculture Index, USAG would have had an estimated per unit NAV of $27.58 as of September 30, 2012, for a total return over the relevant time period of 10.32%. The difference between the actual per unit NAV total return of USAG of 9.52% and the expected total return based on the Agriculture Index of 10.32% was an error over the time period of (0.80)%, which is to say that USAG’s actual total return underperformed the Agriculture Index result by that percentage. USCF believes that a portion of the difference between the actual total return and the expected Agriculture Index total return can be attributed to the net impact of the expenses that USAG pays, offset in part by the income that USAG collects on its cash and cash equivalent holdings. During the period ended September 30, 2012, USAG earned interest income of $1,014, which is equivalent to a weighted average income rate of 0.07% for such period. In addition, during the period ended September 30, 2012, USAG also collected $2,700 from its Authorized Purchasers for creating or redeeming baskets of units. This income also contributed to USAG’s actual total return. However, if the total assets of USAG continue to increase, USCF believes that the impact on actual total returns of these fees from creations and redemptions will diminish as a percentage of the actual total return. During the period ended September 30, 2012, USAG incurred net expenses of $16,232. Income from interest and Authorized Purchaser collections net of expenses was $(12,518), which is equivalent to a weighted average net income rate of (0.86)% for the period ended September 30, 2012.

USMI

For the 30-valuation days ended September 30, 2012, the simple average daily change in the Metals Index was (0.455)%, while the simple average daily change in the per unit NAV of USMI over the same time period was (0.455)%. The average daily difference was (0.001) % (or (0.1) basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Metals Index, the average error in daily tracking by the per unit NAV was (3.22)%, meaning that over this time period USMI’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal. The first chart below shows the daily movement of USMI’s per unit NAV versus the daily movement of the Metals Index for the 30-valuation day period ended September 30, 2012. The second chart below shows the monthly total returns of USMI as compared to the monthly value of the Benchmark Component Metals Futures Contracts since inception.

Since the commencement of the offering of USMI’s units to the public on June 19, 2012 to September 30, 2012, the simple average daily change in the Metals Index was 0.153%, while the simple average daily change in the per unit NAV of USMI over the same time period was 0.147%. The average daily difference was (0.006)% (or (0.6) basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Metals Index, the average error in daily tracking by the per unit NAV was (3.302)%, meaning that over this time period USMI’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

LOGO

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

LOGO

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

An alternative tracking measurement of the return performance of USMI versus the return of the Metals Index can be calculated by comparing the actual return of USMI, measured by changes in its per unit NAV, versus the expected changes in its per unit NAV under the assumption that USMI’s returns had been exactly the same as the daily changes in the price of the Metals Index.

For the period ended September 30, 2012, the actual total return of USMI as measured by changes in its per unit NAV was 10.68%. This is based on an initial per unit NAV of $25.00 on June 19, 2012 and an ending per unit NAV as of September 30, 2012 of $27.67. During this time period, USMI made no distributions to its unitholders. However, if USMI’s daily changes in its per unit NAV had instead exactly tracked the changes in the daily total return of the Metals Index, USMI would have had an estimated per unit NAV of $27.76 as of September 30, 2012, for a total return over the relevant time period of 11.04%. The difference between the actual per unit NAV total return of USMI of 10.68% and the expected total return based on the Metals Index of 11.04% was an error over the time period of (0.36)%, which is to say that USMI’s actual total return underperformed the Metals Index result by that percentage. USCF believes that a portion of the difference between the actual total return and the expected Metals Index total return can be attributed to the net impact of the expenses that USMI pays, offset in part by the income that USMI collects on its cash and cash equivalent holdings. During the period ended September 30, 2012, USMI earned interest income of $700, which is equivalent to a weighted average income rate of 0.08% for such period. In addition, during the period ended September 30, 2012, USMI also collected $1,350 from its Authorized Purchasers for creating or redeeming baskets of units. This income also contributed to USMI’s actual total return. However, if the total assets of USMI continue to increase, USCF believes that the impact on actual total returns of these fees from creations and redemptions will diminish as a percentage of the actual total return. During the period ended September 30, 2012, USMI incurred net expenses of $7,571. Income from interest and Authorized Purchaser collections net of expenses was $(5,521), which is equivalent to a weighted average net income rate of (0.64)% for the period ended September 30, 2012.

Factors That Can Impact Ability to Track the Applicable Index

There are currently three factors that have impacted or are most likely to impact a Trust Series’ ability to accurately track an Applicable Index.

First, a Trust Series may buy or sell its holdings in the then current Applicable Benchmark Component Futures Contracts at a price other than the closing settlement price of that contract on the day during which such Trust Series executes the trade. In that case, a Trust Series may pay a price that is higher, or lower, than that of the Applicable Benchmark Component Futures Contracts, which could cause the changes in the daily per unit NAV of a Trust Series to either be too high or too low relative to the daily changes in the price of the Applicable Index. During the nine months ended September 30, 2012, USCF attempted to minimize the effect of these transactions by seeking to execute its purchase or sale of the Applicable Benchmark Component Futures Contracts at, or as close as possible to, the end of the day settlement price. However, it may not always be possible for a Trust Series to obtain the closing settlement price and there is no assurance that failure to obtain the closing settlement price in the future will not adversely impact a Trust Series’ attempt to track the Applicable Index over time.

Second, each Trust Series earns interest income on its cash, cash equivalents and Treasuries. A Trust Series is not required to distribute any portion of its income to its unitholders and none of the Trust Series made any distributions to unitholders during the nine months ended September 30, 2012. Interest payments, and any other income, were retained within the portfolio and added to each Trust Series’ NAV. At the same time, each Trust Series incurred expenses for its management fee, brokerage commissions and other expenses (including ongoing registration fees). The calculation of each Applicable Index includes an interest portion, calculated daily using the 90-Day U.S. Treasury Bill’s total return, but does not include an expense component. When a Trust Series’ income exceeds the sum of its expenses by the yield on the 90-Day U.S. Treasury Bill, such Trust Series realizes a net yield that tends to cause daily changes in the per unit NAV of such Trust Series to track slightly higher than daily changes in the price of the Applicable Index. If this net yield is lower than the yield on the 90-Day U.S. Treasury Bill, that tends to cause daily changes in the per unit NAV of such Trust Series to track slightly lower than daily changes in the price of the Applicable Index. During the nine months ended September 30, 2012, USCI earned, on an annualized basis, approximately 0.06% on its cash holdings. It also incurred cash expenses on an annualized basis of 0.95% for management fees, approximately 0.07% in brokerage commission costs related to the purchase and sale of Futures Contracts, and approximately 0.15% for other expenses. The foregoing fees and expenses resulted in a net yield on an annualized basis of approximately (1.11)% and affected USCI’s ability to track its benchmark. During the nine months ended September 30, 2012, CPER earned, on an annualized basis, approximately 0.06% on its cash holdings. It also incurred cash expenses on an annualized basis of approximately 0.82%* for management fees, approximately 0.03% in brokerage commission costs related to the purchase and sale of Futures Contracts, and approximately 0.15% for other net expenses. The foregoing fees and expenses resulted in a net yield on an annualized basis of approximately (0.94)% and affected CPER’s ability to track its benchmark. During the period ended September 30, 2012, USAG earned, on an annualized basis, approximately 0.07% on its cash holdings. It also incurred cash expenses on an annualized basis of approximately 0.84%* for management fees, approximately 0.14% in brokerage commission costs related to the purchase and sale of Futures Contracts, and approximately 0.14% for other net expenses. The foregoing fees and expenses resulted in a net yield on an annualized basis of approximately (1.05)% and affected USAG’s ability to track its benchmark. During the period ended September 30, 2012, USMI earned, on an annualized basis, approximately 0.08% on its cash holdings. It also incurred cash expenses on an annualized basis of approximately 0.70%* for management fees, approximately 0.06% in brokerage commission costs related to the purchase and sale of Futures Contracts, and approximately 0.12% for other net expenses. The foregoing fees and expenses resulted in a net yield on an annualized basis of approximately (0.80)% and affected USMI’s ability to track its benchmark. If short-term interest rates rise above the current levels, the level of deviation created by the yield would decrease. Conversely, if short-term interest rates were to decline, the amount of error created by the yield would increase. When short-term yields drop to a level lower than the combined expenses of the management fee and the brokerage commissions, then the tracking error becomes a negative number and would tend to cause the daily returns of the per unit NAV to underperform the daily returns of the Applicable Index.

Effective as of May 29, 2012, USCF voluntarily waived the management fee paid by each of CPER and USAG from 0.95% to 0.65% and 0.80% per annum of average daily total net assets, respectively. Effective as of May 30, 2012, USCF voluntarily waived the management fee paid by USMI from 0.95% to 0.70% per annum of average daily total net assets. The reduced fee for USMI became operational as of June 19, 2012, the date USMI became listed on the NYSE Arca.

Third, a Trust Series may hold Futures Contracts in a particular commodity other than the one specified as the Applicable Benchmark Component Futures Contract, or may hold Other Related Investments in its portfolio that may fail to closely track the Applicable Index’s total return movements. Taking USCI as an example, assume for a given month one of the Benchmark Component Futures Contracts is the NYMEX WTI physically settled Futures Contract, trading under the symbol “CL,” for the contract month of November 2012. It is possible that USCI could hold a NYMEX WTI financially settled Futures Contract, trading under the symbol “WS,” for the contract month of November 2012. Alternatively, and using the same example, USCI could hold the ICE WTI financially settled Futures Contract, also for the contract month of November 2012. As a third example, USCI could hold the NYMEX WTI physically settled Futures Contract, trading under the symbol “CL,” but for a contract month other than November 2012.

Finally, a Trust Series could hold Other Related Investments. In any of these cases, the error in tracking the Applicable Index could result in daily changes in the per unit NAV of a Trust Series that are either too high, or too low, relative to the daily changes in the price of the Applicable Index. During the nine months ended September 30, 2012, none of the Trust Series held any Other Related Investments, but did, at times and for short holding periods, hold Futures Contracts that were in months other than the months specified as the Applicable Benchmark Component Futures Contract. If any Trust Series increases in size, and due to its obligations to comply with regulatory limits or due to other market pricing or liquidity factors, such Trust Series may invest in Futures Contract months other than the designated month specified as the Applicable Benchmark Component Futures Contract, or in Other Related Investments, which may have the effect of increasing transaction related expenses and may result in increased tracking error.

The Sponsor anticipates that interest rates will continue to remain at historical lows and therefore, it is anticipated that fees and expenses paid by each Trust Series will continue to be higher than interest earned by each Trust Series. As such, the Sponsor anticipates that each Trust Series will continue to underperform tracking the Applicable Index until such a time when interest earns at least equals or exceeds the fees and expenses paid by each Trust Series.

The Commodity Index

The Commodity Index was developed based upon academic research by Yale University professors Gary B. Gorton and K. Geert Rouwenhorst, and Hitotsubashi University professor Fumio Hayashi. The Commodity Index is designed to reflect the performance of a fully margined or collateralized portfolio of 14 Eligible Commodity Futures Contracts with equal weights, selected each month from a universe of the 27 Eligible Commodity Futures Contracts. The Commodity Index is rules-based and rebalanced monthly based on observable price signals. In this context, the term “rules-based” is meant to indicate that the composition of the Commodity Index in any given month will be determined by quantitative formulas relating to the prices of the futures contracts that relate to the commodities that are eligible to be included in the Commodity Index. Such formulas are not subject to adjustment based on other factors. The overall return on the Commodity Index is generated by two components: (i) uncollateralized returns from the Benchmark Component Futures Contracts comprising the Commodity Index and (ii) a daily fixed income return reflecting the interest earned on a hypothetical 3-month U.S. Treasury Bill collateral portfolio, calculated using the weekly auction rate for the 3-Month U.S. Treasury Bills published by the U.S Department of the Treasury. SummerHaven Indexing is the owner of the Commodity Index.

The Commodity Index is composed of physical non-financial commodity futures contracts with active and liquid markets traded upon futures exchanges in major industrialized countries. The futures contracts are denominated in U.S. dollars and weighted equally by notional amount. The Commodity Index currently reflects commodities in six commodity sectors: energy (e.g., crude oil, natural gas, diesel-heating oil, etc.), precious metals (e.g., gold, silver platinum), industrial metals (e.g., zinc, nickel, aluminum, copper, etc.), grains (e.g., wheat, corn, soybeans, etc.), softs (e.g., sugar, cotton, coffee, cocoa), and livestock (e.g., live cattle, lean hogs, feeder cattle).

Table 1 below lists the eligible commodities, the relevant Futures Exchanges on which the Eligible Commodity Futures Contracts are listed and quotation details. Table 2 lists the Eligible Commodity Futures Contracts, their sector designation and maximum allowable tenor.

TABLE 1


Commodity	Designated Contract	Exchange	Units	Quote
Aluminum	High Grade Primary Aluminum	LME	25 metric tons	USD/metric ton

Cocoa	Cocoa	ICE-US	10 metric tons	USD/metric ton

Coffee	Coffee “C”	ICE-US	37,500 lbs	U.S. cents/pound

Copper	Copper	COMEX	25,000 lbs	U.S. cents/pound

Corn	Corn	CBOT	5,000 bushels	U.S. cents/bushel

Cotton	Cotton	ICE-US	50,000 lbs	U.S. cents/pound

Crude Oil (WTI)	Light, Sweet Crude Oil	NYMEX	1,000 barrels	USD/barrel

Crude Oil (Brent)	Crude Oil	ICE-UK	1,000 barrels	USD/barrel

Gas Oil	Gas Oil	ICE-UK	100 metric tons	USD/metric ton

Gold	Gold	COMEX	100 troy oz.	USD/troy oz.

Diesel-Heating Oil	Diesel-Heating Oil	NYMEX	42,000 gallons	U.S. cents/gallon

Lead	Lead	LME	25 metric tons	USD/metric ton

Lean Hogs	Lean Hogs	CME	40,000 lbs.	U.S. cents/pound

Live Cattle	Live Cattle	CME	40,000 lbs.	U.S. cents/pound

Feeder Cattle	Feeder Cattle	CME	50,000 lbs.	U.S. cents/pound

Natural Gas	Henry Hub Natural Gas	NYMEX	10,000 mmbtu	USD/mmbtu

Nickel	Primary Nickel	LME	6 metric tons	USD/metric ton

Platinum	Platinum	NYMEX	50 troy oz.	USD/troy oz.

Silver	Silver	COMEX	5,000 troy oz.	U.S. cents/troy oz.

Soybeans	Soybeans	CBOT	5,000 bushels	U.S. cents/bushel

Soybean Meal	Soybean Meal	CBOT	100 tons	USD/ton

Soybean Oil	Soybean Oil	CBOT	60,000 lbs.	U.S. cents/pound

Sugar	World Sugar No. 11	ICE-US	112,000 lbs.	U.S. cents/pound

Tin	Tin	LME	5 metric tons	USD/metric ton

Unleaded Gasoline	Reformulated Blendstock for Oxygen Blending	NYMEX	42,000 gallons	U.S. cents/gallon

Wheat	Wheat	CBOT	5,000 bushels	U.S. cents/bushel

TABLE 2


Commodity Symbol	Commodity Name	Sector	Allowed Contracts	Max. Tenor
CO	Brent Crude	Energy	All 12 Calendar Months	12

CL	Crude Oil	Energy	All 12 Calendar Months	12

QS	Gas Oil	Energy	All 12 Calendar Months	12

HO	Diesel-Heating Oil	Energy	All 12 Calendar Months	12

NG	Natural Gas	Energy	All 12 Calendar Months	12

XB	RBOB	Energy	All 12 Calendar Months	12

FC	Feeder Cattle	Livestock	Jan, Mar, Apr, May, Aug, Sep, Oct, Nov	5

LH	Lean Hogs	Livestock	Feb, Apr, Jun, Jul, Aug, Oct, Dec	5

LC	Live Cattle	Livestock	Feb, Apr, Jun, Aug, Oct, Dec	5

BO	Soybean Oil	Grains	Jan, Mar, May, Jul, Aug, Sep, Oct, Dec	7

C	Corn	Grains	Mar, May, Jul, Sep, Dec	12

S	Soybeans	Grains	Jan, Mar, May, Jul, Aug, Sep, Nov	12

SM	Soymeal	Grains	Jan, Mar, May, Jul, Aug, Sep, Oct, Dec	7

W	Wheat (Soft Red Winter)	Grains	Mar, May, Jul, Sep, Dec	7

LA	Aluminum	Industrial Metals	All 12 Calendar months	12

HG	Copper	Industrial Metals	All 12 Calendar Months	12

LL	Lead	Industrial Metals	All 12 Calendar Months	7

LN	Nickel	Industrial Metals	All 12 Calendar Months	7

LT	Tin	Industrial Metals	All 12 Calendar Months	7

LX	Zinc	Industrial Metals	All 12 Calendar Months	7

GC	Gold	Precious Metals	Feb, Apr, Jun, Aug, Oct, Dec	12

PL	Platinum	Precious Metals	Jan, Apr, Jul, Oct	5

SI	Silver	Precious Metals	Mar, May, Jul, Sep, Dec	5

CC	Cocoa	Softs	Mar, May, Jul, Sep, Dec	7

KC	Coffee	Softs	Mar, May, Jul, Sep, Dec	7

CT	Cotton	Softs	Mar, May, Jul, Dec	7

SB	Sugar	Softs	Mar, May, Jul, Oct	7

Prior to the end of each month, SummerHaven Indexing determines the composition of the Commodity Index and provides such information to Bloomberg, L.P. (“Bloomberg”). Values of the Commodity Index are computed by Bloomberg and disseminated approximately every fifteen (15) seconds from 8:00 a.m. to 5:00 p.m., New York City time, which also publishes a daily Commodity Index value at approximately 5:30 p.m., New York City time, under the index ticker symbol “SDCITR:IND.” Only settlement and last-sale prices are used in the Commodity Index’s calculation, bids and offers are not recognized — including limit-bid and limit-offer price quotes. Where no last-sale price exists, typically in the more deferred contract months, the previous days’ settlement price is used. This means that the underlying Commodity Index may lag its theoretical value. This tendency to lag is evident at the end of the day when the Commodity Index value is based on the settlement prices of the Benchmark Component Futures Contracts, and explains why the underlying Commodity Index often closes at or near the high or low for the day.

Composition of the Commodity Index

The composition of the Commodity Index on any given day, as determined and published by SummerHaven Indexing, is determinative of the benchmark for USCI. However, it is not possible to anticipate all possible circumstances and events that may occur with respect to the Commodity Index and the methodology for its composition, weighting and calculation. Accordingly, a number of subjective judgments must be made in connection with the operation of the Commodity Index that cannot be adequately reflected in this description of the Commodity Index. All questions of interpretation with respect to the application of the provisions of the Commodity Index methodology, including any determinations that need to be made in the event of a market emergency or other extraordinary circumstances, will be resolved by SummerHaven Indexing.

Contract Expirations

Because the Commodity Index is comprised of actively traded contracts with scheduled expirations, it can be calculated only by reference to the prices of contracts for specified expiration, delivery or settlement periods, referred to as contract expirations. The contract expirations included in the Commodity Index for each commodity during a given year are designated by SummerHaven Indexing, provided that each contract must be an active contract. An active contract for this purpose is a liquid, actively-traded contract expiration, as defined or identified by the relevant trading facility or, if no such definition or identification is provided by the relevant trading facility, as defined by standard custom and practice in the industry.

If a Futures Exchange ceases trading in all contract expirations relating to a particular Futures Contract, SummerHaven Indexing may designate a replacement contract on the commodity. The replacement contract must satisfy the eligibility criteria for inclusion in the Commodity Index. To the extent practicable, the replacement will be effected during the next monthly review of the composition of the Commodity Index. If that timing is not practicable, SummerHaven Indexing will determine the date of the replacement based on a number of factors, including the differences between the existing Futures Contract and the replacement Futures Contract with respect to contractual specifications and contract expirations.

If a contract is eliminated and there is no replacement contract, the underlying commodity will necessarily be dropped from the Commodity Index. The designation of a replacement contract, or the elimination of a commodity from the Commodity Index because of the absence of a replacement contract, could affect the value of the Commodity Index, either positively or negatively, depending on the price of the contract that is eliminated and the prices of the remaining contracts. It is impossible, however, to predict the effect of these changes, if they occur, on the value of the Commodity Index.

Commodity Selection

Fourteen of the 27 Futures Contracts are selected for inclusion in the Commodity Index for the next month, subject to the constraint that each of the six commodity sectors is represented by at least one commodity. The methodology used to select the 14 Futures Contracts is based solely on quantitative data using observable futures prices and is not subject to human bias.

Monthly commodity selection is a two-step process based upon examination of the relevant futures prices for each commodity:

The annualized percentage price difference between the closest-to-expiration Futures Contract and the next closest-to-expiration Futures Contract is calculated for each of the 27 eligible Futures Contracts on the Selection Date. The seven commodities with the highest percentage price difference are selected.

For the remaining 20 eligible commodities, the percentage price change of each commodity over the previous year is calculated, as measured by the change in the price of the closest-to-expiration Futures Contract on the Selection Date from the price of the closest-to-expiration Futures Contract a year prior to the Selection Date. The seven commodities with the highest percentage price change are selected.

When evaluating the data from the second step, all six commodity sectors must be represented. If the selection of the seven additional commodities with the highest price change fails to meet the overall diversification requirement that all six commodity sectors are represented in the Commodity Index, the commodity with the highest price change among the commodities of the omitted sector(s) would be substituted for the commodity with the lowest price change among the seven additional commodities.

The 14 commodities selected are included in the Commodity Index for the next month on an equally-weighted basis. Due to the dynamic monthly commodity selection, the sector weights will vary from approximately 7% to 43% over time, depending on the price observations each month. The Selection Date for the Commodity Index is the fifth business day prior to the first business day of the next calendar month.

The following graph shows the sector weights of the commodities selected for inclusion in the Commodity Index as of September 30, 2012.

USCI Sector Weights

as of September 30, 2012

LOGO

Contract Selection

For each commodity selected for inclusion into the Commodity Index for a particular month, the Commodity Index selects a specific Benchmark Component Futures Contract with a tenor (i.e., contract month) among the eligible tenors (the range of contract months) based upon the relative prices of the Benchmark Component Futures Contracts within the eligible range of contract months. The previous notwithstanding, the contract expiration is not changed for such month if a contract remains in the Commodity Index, as long as the contract does not expire or enter its notice period in the subsequent month.

Portfolio Construction

The portfolio rebalancing takes place during the last four business days of the month (the “Rebalancing Period”). At the end of each of the days in the Rebalancing Period, one fourth of the prior month portfolio positions are replaced by an equally-weighted position in the commodity contracts determined on the Selection Date. At the end of the Rebalancing Period, the Commodity Index takes an equal-weight position of approximately 7.14% in each of the selected commodity contracts.

Commodity Index Total Return Calculation

The value of the Commodity Index on any business day is equal to the product of (i) the value of the Commodity Index on the immediately preceding business day multiplied by (ii) one plus the sum of the day’s returns for another version of the Commodity Index known as the SummerHaven Dynamic Commodity Index Excess Return (“SDCI ER”) (explained below) and one business day’s interest from hypothetical Treasuries. The value of the Commodity Index is calculated and published by Bloomberg.

Commodity Index Base Level

The Commodity Index was set to 100 on January 2, 1991.

SDCI ER Calculation

The total return of the SDCI ER reflects the percentage change of the market values of the underlying commodity futures. During the Rebalancing Period, the Commodity Index changes its contract holdings during a four day period. The value of the SDCI ER at the end of a business day “t” is equal to the SDCI ER value on day “t-1” multiplied by the sum of the daily percentage price changes of each commodity future factoring in each respective commodity future’s notional holding on day “t-1”.

Rebalancing Period

During the Rebalancing Period, existing positions are replaced by new positions based on the signals used for contract selection as outlined above. At the end of the first day of the Rebalancing Period, the signals are observed and on the second day a new portfolio is constructed that is equally weighted in terms of notional positions in the newly selected contracts.

2012 Holiday Schedule

The Commodity Index will not be computed on the following weekdays in 2012:


January		1
January		16
February		20
April		6
May		28
July		4
September		3
November		22
December		25

The holiday schedule is subject to change. USCI will also not accept orders for Creation Baskets or Redemption Baskets on these days.

Hypothetical Performance of the Commodity Index

The table and chart below show the hypothetical performance of the Commodity Index from December 31, 1997 through September 30, 2012.

HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT USCI WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS ACHIEVED BY ANY PARTICULAR TRADING PROGRAM.

FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING RESULTS.

USCF HAS HAD LITTLE OR NO EXPERIENCE IN TRADING ACTUAL ACCOUNTS FOR CUSTOMERS. BECAUSE THERE ARE NO ACTUAL TRADING RESULTS TO COMPARE TO THE HYPOTHETICAL PERFORMANCE RESULTS, CUSTOMERS SHOULD BE PARTICULARLY WARY OF PLACING UNDUE RELIANCE ON THESE HYPOTHETICAL PERFORMANCE RESULTS.

Since the Commodity Index was launched on December 18, 2009, there is only actual performance history of the Commodity Index from that date to present. This data is available for periods prior to December 18, 2009. However, the components of the Commodity Index and the weighting of the components of the Commodity Index are established each month based on purely quantitative data that is not subject to revision based on other external factors. As a result, the table below reflects how the Commodity Index would have performed during the prior 10 years had it been in effect during such time period. The performance data does not reflect any reinvestment or distribution of profits, commission charges, management fees or other expenses that would have been incurred in connection with operating and managing a commodity pool designed to track the Commodity Index. Such fees and expenses would reduce the performance returns shown in the table below.

Hypothetical Performance Results* for the period

from December 31, 1997 through September 30, 2012


Year	Ending Level*		Annual Return
1997		225.02		5.59	%
1998		185.54		(17.54	)%
1999		236.42		27.42	%
2000		331.11		40.05	%
2001		303.46		(8.35	)%
2002		380.07		25.25	%
2003		479.25		26.09	%
2004		592.26		23.58	%
2005		781.94		32.03	%
2006		1,115.82		42.70	%
2007		1,518.71		36.11	%
2008		1,175.77		(22.58	)%
2009		1,532.84		30.37	%
2010		1,852.04		20.82	%
2011		1,703.23		(8.03	)%
2012 (YTD)		1,806.38		6.06	%

*	The “base level” for the Commodity Index was set at 100 on January 2, 1991. The “Ending Level” represents the value of the components of the Commodity Index on the last trading day of each year and is used to illustrate the cumulative performance of the Commodity Index.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

SummerHaven Dynamic Commodity Index^SM Year-Over-Year

Hypothetical Total Returns (1998-9/30/2012)

LOGO

Source: SummerHaven Indexing, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following table compares the hypothetical total return of the Commodity Index in comparison with the actual total return of three major indexes for the period from December 31, 1997 to September 30, 2012.


	Hypothetical and Historical Results for the period from December 31,
	1997 through September 30, 2012*
	DJ-UBS TR			S&P GSCI TR			DB LCI OY TR			SDCI TR
Total return		93	%		65	%		406	%		703	%
Average Annual return (total)		6.84	%		7.71	%		13.89	%		17.07	%
Annualized volatility		17.48	%		24.18	%		19.82	%		16.15	%
Annualized Sharpe ratio		0.35			0.28			0.70			1.27

Source: SummerHaven Indexing, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The table immediately above shows the performance of the Commodity Index from December 31, 1997 through September 30, 2012 in comparison with three traditional commodities indices: the S&P GSCI Commodity Index (GSCI^®) Total Return, Dow Jones-UBS Commodity Index Total Return^SM, and the Deutsche Bank Liquid Commodity Index-Optimum Yield Total Return^TM. The S&P GSCI^® Commodity Index Total Return is a composite index of commodity sector returns representing an unleveraged, long-only investment in commodity futures that is broadly diversified across the spectrum of commodities. The Dow Jones-UBS Commodity Index Total Return^SM is currently composed of futures contracts on a diversified basket of commodities traded on U.S. exchanges. The Deutsche Bank Liquid Commodity Index-Optimum Yield Total Return^TM is designed to reflect the performance of certain wheat, corn, light sweet crude oil, diesel-heating oil, gold and aluminum futures contracts plus the returns from investing in 3-month U.S. Treasury Bills. The data for the SDCI Total Return Index is derived by using the Commodity Index’s calculation methodology with historical prices for the futures contracts comprising the Commodity Index. The information about each of the indices comes from publicly-available material about such indices but is not designed to provide a thorough overview of the methodology of each index.

None of the indices has an investment objective identical to the Commodity Index. As a result, there are inherent limitations in comparing the performance of such indices against the Commodity Index. For more information about these indices and their methodologies, please refer to the material published by the sponsors of each such index which may be found on their websites. USCI is not responsible for any information found on such websites, and such information is not part of this quarterly report on Form 10-Q.

In the table above, “Total Return” refers to the return of the relevant index from December 31, 1997 to September 30, 2012; “Annualized Volatility” is a measure of the amount of variation or fluctuation in the returns of the relevant index. Annualized Volatility is calculated by taking the monthly standard deviation of the relevant index’s return and multiplying it by the square root of 12; and “Annualized Sharpe Ratio” is a measure of the total return of each relevant index adjusted by the risk-free interest rate (the 90-Day U.S. Treasury Bill yield) and the volatility of each index. Many investors consider volatility to be a measure of risk, and lower volatility of investment returns is considered a positive investment attribute as opposed to higher volatility. Annualized Sharpe Ratio is a standard measure for investors to compare two different investments or indexes that have different levels of volatility. If two indexes have the same total return, but one has lower Annualized Volatility, then its Annualized Sharpe Ratio will be higher. The higher the Annualized Sharpe Ratio, the better the risk-adjusted performance. Annualized Sharpe Ratio is calculated by taking the average monthly total return of the relevant index and subtracting the then current yield on the 90-Day U.S. Treasury Bill. The annualized return of this series is then divided by the Annualized Volatility of this series, and this result is the Annualized Sharpe Ratio for the relevant index. A higher Sharpe Ratio is not a guarantee that one investment or index will in the future produce better risk adjustment total returns, but USCF believes it is a useful tool for investors to consider when making investment decisions.

The following chart compares the hypothetical total return of the Commodity Index in comparison with the actual total return of three major indexes for the period from September 30, 2002 to September 30, 2012.

10 Year Comparison of Index Returns of the DJ-UBS TR, S&P GSCI TR,

DBLCI OY TR, and the Hypothetical Returns of the SDCI TR

(9/30/02-9/30/12)

LOGO

Source: SummerHaven Indexing, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following chart compares the hypothetical total return of the Commodity Index in comparison with the actual total return of three major indexes over a five year period.

5 Year Comparison of Index Returns of the DJ-UBS TR, S&P GSCI TR,

DBLCI OY TR, and the Hypothetical Returns of the SDCI TR

(9/30/07-9/30/12)

LOGO

Source: SummerHaven Indexing, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The Copper Index

The Copper Index is a single-commodity index designed to be an investment benchmark for copper as an asset class. The Copper Index is composed of copper futures contracts on the COMEX exchange. The Copper Index attempts to maximize backwardation and minimize contango while utilizing contracts in liquid portions of the futures curve.

The Copper Index is rules-based and is rebalanced monthly based on observable price signals described below in the section “Contract Selection and Weighting.” In this context, the term “rules-based” is meant to indicate that the composition of the Copper Index in any given month will be determined by quantitative formulas relating to the prices of the futures contracts that are included in the Copper Index. Such formulas are not subject to adjustment based on other factors.

The overall return on the Copper Index is generated by two components: (i) uncollateralized returns from the Benchmark Component Copper Futures Contracts comprising the Copper Index, and (ii) a daily fixed income return reflecting the interest earned on hypothetical 3-month Treasuries, calculated using the weekly auction rate for 3-Month Treasuries published by the U.S. Department of the Treasury. SummerHaven Indexing is the owner of the Copper Index.

Table 1 below lists the Futures Exchange on which the Eligible Copper Futures Contracts are listed and quotation details. Table 2 lists the Eligible Copper Futures Contracts, their sector designation and maximum allowable tenor.

TABLE 1


Commodity	Designated Contract	Exchange	Units	Quote
Copper	Copper	COMEX	25,000 lbs	U.S. cents/pound

TABLE 2


Commodity Name	Commodity Symbol	Allowed Contracts		Max. Tenor
Copper	HG		All 12 calendar months	19

Prior to the end of each month, SummerHaven Indexing determines the composition of the Copper Index and provides such information to the NYSE Arca. Values of the Copper Index are computed by the NYSE Arca and disseminated approximately every fifteen (15) seconds from 8:00 a.m. to 5:00 p.m., New York City time, which also publishes a daily Copper Index value at approximately 5:30 p.m., New York City time, under the index ticker symbol “SCITR”. Only settlement and last-sale prices are used in the Copper Index’s calculation, bids and offers are not recognized – including limit-bid and limit-offer price quotes. Where no last-sale price exists, typically in the more deferred contract months, the previous days’ settlement price is used. This means that the underlying Copper Index may lag its theoretical value. This tendency to lag is evident at the end of the day when the Copper Index value is based on the settlement prices of the Benchmark Component Copper Futures Contracts, and explains why the underlying Copper Index often closes at or near the high or low for the day.

Composition of the Copper Index

The composition of the Copper Index on any given day, as determined and published by SummerHaven Indexing, is determinative of the benchmark for CPER. Neither the index methodology for the Copper Index nor any set of procedures, however, are capable of anticipating all possible circumstances and events that may occur with respect to the Copper Index and the methodology for its composition, weighting and calculation. Accordingly, a number of subjective judgments must be made in connection with the operation of the Copper Index that cannot be adequately reflected in this description of the Copper Index. All questions of interpretation with respect to the application of the provisions of the index methodology for the Copper Index, including any determinations that need to be made in the event of a market emergency or other extraordinary circumstances, will be resolved by SummerHaven Indexing.

Contract Expirations

Because the Copper Index is comprised of actively traded contracts with scheduled expirations, it can be calculated only by reference to the prices of contracts for specified expiration, delivery or settlement periods, referred to as contract expirations. The contract expirations included in the Copper Index for each commodity during a given year are designated by SummerHaven Indexing, provided that each contract must be an active contract. An active contract for this purpose is a liquid, actively-traded contract expiration, as defined or identified by the relevant trading facility or, if no such definition or identification is provided by the relevant trading facility, as defined by standard custom and practice in the industry.

If a futures exchange, such as the COMEX, ceases trading in all contract expirations relating to an Eligible Copper Futures Contract, SummerHaven Indexing may designate a replacement contract. The replacement contract must satisfy the eligibility criteria for inclusion in the Copper Index. To the extent practicable, the replacement will be effected during the next monthly review of the composition of the Copper Index. If that timing is not practicable, SummerHaven Indexing will determine the date of the replacement based on a number of factors, including the differences between the existing Benchmark Component Copper Futures Contract and the replacement contract with respect to contractual specifications and contract expirations.

The designation of a replacement contract could affect the value of the Copper Index, either positively or negatively, depending on the price of the contract that is eliminated and the prices of the replacement contract. It is impossible, however, to predict the effect of these changes, if they occur, on the value of the Copper Index.

Contract Selection and Weighting

Weights for each of the Benchmark Component Copper Futures Contracts are determined for the next month. The methodology used to calculate the Copper Index weighting is based solely on quantitative data using observable futures prices and is not subject to human bias.

The monthly weighting selection is a process based upon examination of the relevant futures prices for copper:

1) On the Selection Date:

the copper futures curve is assessed to be in either backwardation or contango (as discussed below); and

the annualized percentage price difference between the Closest-to-Expiration Eligible Copper Futures Contract and each of the Next Four Eligible Copper Futures Contracts is calculated. For each month, the Closest-to-Expiration Eligible Copper Futures Contract and the Next Four Eligible Copper Futures Contracts are as follows:

Month

January

February

March

April

May

June

July

August

September

October

November

December

Closest-to- Expiration Eligible Futures Contract

February

March

April

May

June

July

August

September

October

November

December

January

Next Four Eligible Futures Contracts

April

May

June

July

August

September

October

November

December

January

February

March

May

June

July

August

September

October

November

December

January

February

March

April

June

July

August

September

October

November

December

January

February

March

April

May

July

August

September

October

November

December

January

February

March

April

May

June

A futures curve in backwardation occurs when the price of the closest-to-expiration contract is greater than or equal to the price of the third closest-to-expiration contract. These contracts will have expirations that are approximately two months apart. A curve not in backwardation is defined as being in contango, which occurs when the price of the closest-to-expiration contract is less than the price of the third closest-to-expiration contract.

2a) Backwardation: If the copper futures curve is in backwardation on the Selection Date, the Copper Index takes positions in the two Eligible Copper Futures Contracts with the highest annualized percentage price difference, each weighted at 50%.

A hypothetical example is included below, with the two selected Eligible Copper Futures Contracts shaded below (the selected commodities are ranked 1 and 2):


Copper Futures Contract	Expiration Date	Contract Price
Nearest-to-maturity	November-10		374.70
Third nearest-to-maturity	January-11		365.20


Eligible Copper Futures Contracts	Price		Annualized Percentage Price Difference			Ranking
January-11		365.20		10.47	%		1
February-11		363.00		10.15	%		4
March-11		359.70		10.36	%		3
April-11		356.70		10.41	%		2

2b) Contango: If the copper futures curve is in contango, then the Copper Index takes positions in three Eligible Copper Futures Contracts, as follows: first, the Copper Index takes positions in the two Eligible Copper Futures Contracts with the highest annualized percentage price difference, each weighted at 25%; then, the Copper Index also takes a position in the closest-to-expiration December Eligible Future Contract that has expiration more distant than the fourth of the Next Four Eligible Copper Futures Contracts for the applicable month, which position is weighted at 50%.

A hypothetical example is included below, with the next two selected Eligible Copper Futures Contracts shaded below (the selected commodities are ranked 1 – 2):


Copper Futures Contract	Expiration Date	Contract Price
Nearest-to-maturity	November-10		374.00
Third nearest-to-maturity	January-11		375.70


Eligible Copper Futures Contracts	Price		Annualized Percentage Price Difference			Ranking
January-11		375.70		(1.97	)%		4
February-11		376.00		(1.78	)%		3
March-11		376.30		(1.59	)%		2
April-11		376.40		(1.37	)%		1

Due to the dynamic monthly weighting calculation, the individual weights will vary-over time, depending on the price observations each month. The Selection Date for the Copper Index is the last business day of the calendar month.

The following graph shows the weights of the Benchmark Component Copper Futures Contracts selected for inclusion in the Copper Index as of September 30, 2012.

LOGO

Portfolio Construction

The portfolio rebalancing takes place during the Rebalancing Period. At the end of each of the days in the Rebalancing Period one fourth of the prior month portfolio positions are replaced by the new weights for the Benchmark Component Copper Futures Contracts determined on the Selection Date.

Copper Index Total Return Calculation

The value of the Copper Index on any business day is equal to the product of (i) the value of the Copper Index on the immediately preceding business day multiplied by (ii) one plus the sum of the day’s returns for another version of the Copper Index known as the SummerHaven Dynamic Copper Index Excess Return (“SCI ER”) (explained below) and one business day’s interest from the hypothetical Treasury Bill portfolio. The value of the Copper Index will be calculated and published by the NYSE Arca.

Copper Index Base Level

The Copper Index was set to 100 on January 2, 1991.

SCI ER Calculation

The total return of the SCI ER reflects the percentage change of the market values of the underlying commodity futures. During the Rebalancing Period, the Copper Index changes its contract holdings and weightings during a four day period. The value of the SCI ER at the end of a business day “t” is equal to the SCI ER value on day “t -1” multiplied by the sum of the daily percentage price changes of each commodity future factoring in each respective commodity future’s notional holding on day “t -1”.

Rebalancing Period

The Copper Index is rebalanced during the first 4 business days of each calendar month, when existing positions are placed by new positions and weightings based on the signals used for contract selection on the last business day of the prior calendar month as outlined above.

2012 Holiday Schedule

The Copper Index will not be computed on the following weekdays in 2012:


January		1
January		16
February		20
April		6
May		28
July		4
September		3
November		22
December		25

The holiday schedule is subject to change. CPER will also not accept Creation Baskets or Redemption Baskets on these days.

Hypothetical Performance of the Copper Index

The table and chart below show the hypothetical performance of the Copper Index from December 31, 1997 through September 30, 2012.

HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS ACHIEVED BY ANY PARTICULAR TRADING PROGRAM.

ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING RESULTS.

USCF HAS HAD LITTLE OR NO EXPERIENCE IN TRADING ACTUAL ACCOUNTS FOR ITSELF OR FOR CUSTOMERS. BECAUSE THERE ARE NO ACTUAL TRADING RESULTS TO COMPARE TO THE HYPOTHETICAL PERFORMANCE RESULTS, CUSTOMERS SHOULD BE PARTICULARLY WARY OF PLACING UNDUE RELIANCE ON THESE HYPOTHETICAL PERFORMANCE RESULTS.

Since the Copper Index was launched on November 4, 2010, there is no actual performance history of the Copper Index to present. However, the components of the Copper Index and the weighting of the components of the Copper Index are established each month based on purely quantitative data that is not subject to revisions based on other external factors. This data is available for periods prior to November 4, 2010. As a result, the table below reflects how the Copper Index would have performed from December 31, 1997 through September 30, 2012 had it been in effect during such time period. The performance data does not reflect any reinvestment or distribution profits, commission charges, management fees or other expenses that would have been incurred in connection with operating and managing a commodity pool designed to track the Copper Index. Such fees and expenses would reduce the performance returns shown in the table below.

Hypothetical Performance Results for the Copper Index for the period

from December 31, 1997 through September 30, 2012


Year	Ending Level*		Annual Return
1997		156.600
1998		135.446		(13.51	)%
1999		172.362		27.26	%
2000		174.987		1.52	%
2001		139.711		(20.16	)%
2002		145.444		4.10	%
2003		209.444		44.00	%
2004		310.819		48.40	%
2005		550.909		77.24	%
2006		911.128		65.39	%
2007		1,059.165		16.25	%
2008		497.182		(53.06	)%
2009		1,153.122		131.93	%
2010		1,491.949		29.38	%
2011		1,164.510		(21.95	)%
2012 (YTD)		1,262.570		8.42	%

*	The “base level” for the Copper Index was set at 100 on January 2, 1991. The “Ending Level” represents the value of the components of the Copper Index on the last trading day of each year and is used to illustrate the cumulative performance of the Copper Index.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Summerhaven Copper Index Year-Over-Year

Hypothetical Total Returns (1998-9/30/12)

LOGO

Source: SummerHaven Indexing, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following table compares the hypothetical total return of the Copper Index in comparison with the actual total return of a major index from December 31, 1997 through September 30, 2012.


	Hypothetical and Historical Results for the period from December 31, 1997 through September 30, 2012
	DJ-UBS Copper TR			SCI TR
Total return		451	%		706	%
Average annual return (total)		19.81	%		23.20	%
Annualized volatility		28.83	%		28.12	%
Annualized Sharpe ratio		0.59			0.72

Source: SummerHaven Indexing, Bloomberg, LME

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The table above shows the performance of the Copper Index from December 31, 1997 through September 30, 2012 in comparison with a traditional commodity index and spot copper prices: the Dow Jones-UBS Copper Subindex Total Return^SM and spot copper prices less warehouse storage rents. The Dow Jones-UBS Copper Subindex Total Return^SM includes the contract in the Dow Jones-UBS Commodity Index Total Return that relates to a single commodity, copper (currently the Copper High Grade futures contract traded on the COMEX). The data for the SCI Total Return Index is derived by using the Copper Index’s calculation methodology with historical prices for the futures contracts comprising the Copper Index. The information about the index above comes from publicly-available material about such index but is not designed to provide a thorough overview of the methodology of such index. The index noted above does not have investment objectives identical to the Copper Index. As a result, there are inherent limitations in comparing such performance against the Copper Index. For more information about the index and its methodologies, please refer to the material published by the sponsor of the Dow Jones-UBS Copper Subindex Total Return which may be found on its website. USCF is not responsible for any information found on such website, and such information is not part of this quarterly report on Form 10-Q.

The following chart compares the hypothetical total return of the Copper Index in comparison with the actual total return of a major index and spot copper prices (less storage cost) from September 30, 2002 through September 30, 2012.

10 Year Comparison of Index Returns of the S&P GSCI Copper TR,

DJ-UBS Copper TR, Spot Copper price, Spot Copper Price less Storage

Cost, and the Hypothetical Returns of the SCI TR (9/30/02-9/30/12)

LOGO

Source: SummerHaven Indexing, Bloomberg, LME

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following chart compares the hypothetical total return of the Copper Index in comparison with the actual total return of two major indices and spot copper prices (less storage cost) over a 5 year period.

Five Year Comparison Of Index Returns of the S&P GSCI Copper TR,

DJ-UBS Copper TR, Spot Copper price, Spot Copper Price

less Storage Cost, and the Hypothetical Returns of the SCI TR (9/30/07-9/30/12)

LOGO

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Source: SummerHaven Indexing, Bloomberg, LME

The Agriculture Index

The Agriculture Index is an agricultural sector index designed to broadly represent major agricultural commodities while overweighting the components that are assessed to be in a low inventory state and underweighting the components assessed to be in a high inventory state.

The Agriculture Index consists of fourteen agricultural markets: soybeans, corn, soft red winter wheat, hard red winter wheat, soybean oil, soybean meal, canola, sugar, cocoa, coffee, cotton, live cattle, feeder cattle and lean hogs. Each agricultural commodity is assigned a base weight based on an assessment of market liquidity and the commodity’s overall economic importance. Each commodity is US Dollar based, with the exception of canola, which is quoted in Canadian dollars and converted to U.S. dollars for the purpose of the Agriculture Index calculation.

Academic research by Professors Gorton, Rouwenhorst and Hayashi has shown that commodities in relatively low inventory states tend to have higher returns than commodities in relatively high inventory states. Furthermore, relative inventory comparisons can be estimated by the price-based signals momentum and basis. Momentum is the percentage price change in a commodity over the previous year. Basis is the annualized percentage difference between the nearest-to-maturity contract and the second nearest-to-maturity contract. Using these price-based signals, agricultural commodities determined to be in low inventory state will be weighted more heavily, and agricultural commodities in high inventory state will be weighted less heavily during any given month.

The Agriculture Index is rules-based and rebalanced monthly based on observable price signals described above. In this context, the term “rules-based” is meant to indicate that the composition of the Agriculture Index in any given month will be determined by quantitative formulas relating to the prices of the futures contracts that relate to the commodities that are included in the Agriculture Index. Such formulas are not subject to adjustment based on other factors.

The overall return on the Agriculture Index is generated by two components: (i) uncollateralized returns from the Benchmark Component Agriculture Futures Contracts comprising the Agriculture Index and (ii) a daily fixed income return reflecting the interest earned on a hypothetical 3-month U.S. Treasury Bill collateral portfolio, calculated using the weekly auction rate for the 3-Month U.S. Treasury Bills published by the U.S Department of the Treasury. SummerHaven Indexing is the owner of the Agriculture Index.

Table 1 below lists the eligible agricultural commodities, the relevant Futures Exchange on which each Benchmark Component Agriculture Futures Contract is listed and quotation details. Table 2 lists the Benchmark Component Agriculture Futures Contracts, their sector designation and maximum allowable tenor.

TABLE 1


Commodity	Designated Contract	Exchange	Units	Quote
Soybeans	Soybeans	CBOT	5,000 bushels	U.S. cents/bushel

Corn	Corn	CBOT	5,000 bushels	U.S. cents/bushel

Soft Red Winter Wheat	Soft Red Winter Wheat	CBOT	5,000 bushels	U.S. cents/bushel

Hard Red Winter Wheat	Hard Red Winter Wheat	KCBT	5,000 bushels	U.S. cents/bushel

Bean Oil	Bean Oil	CBOT	60,000 lbs.	U.S. cents/pound

Soybean Meal	Soybean Meal	CBOT	100 tons	USD/ton

Coffee	Coffee “C”	ICE-US	37,500 lbs.	U.S. cents/pound

Cocoa	Cocoa	ICE-US	10 metric tons	USD/metric ton

Sugar	World Sugar No. 11	ICE-US	112,000 lbs.	U.S. cents/pound

Canola	Canola	ICE- CANADA	20 tonnes	$CAD/tonne

Cotton	Cotton	ICE-US	50,000 lbs.	U.S. cents/pound

Feeder Cattle	Feeder Cattle	CME	50,000 lbs.	U.S. cents/pound

Live Cattle	Live Cattle	CME	40,000 lbs.	U.S. cents/pound

Lean Hogs	Lean Hogs	CME	40,000 lbs.	U.S. cents/pound

TABLE 2


Commodity Name	Commodity Symbol	Allowed Contracts	Max. Tenor
Soybeans	S	Jan, Mar, May, July, Aug, Sep, Nov,	12

Corn	C	Mar, May, July, Sep, Dec	12

Soft Red Winter Wheat	W	Mar, May, July, Sep, Dec	7

Hard Red Winter Wheat	KW	Mar, May, July, Sep, Dec	5

Bean Oil	BO	Jan, Mar, May, July, Aug, Sep, Oct, Dec	7

Soybean Meal	SM	Jan, Mar, May, July, Aug, Sep, Oct, Dec	7

Coffee	KC	Mar, May, July, Sep, Dec	7

Cocoa	CC	Mar, May, July, Sep, Dec	7

Sugar	SB	Mar, May, July, Oct,	7

Canola	RS	Jan, Mar, May, July, Nov	5

Cotton	CT	Mar, May, July, Dec	7

Feeder Cattle	FC	Jan, Mar, April, May, Aug, Sep, Oct, Nov	5

Live Cattle	LC	Feb, April, June, Aug, Oct, Dec	5

Lean Hogs	LH	Feb, April, June, July, Aug, Oct, Dec	5

Prior to the end of each month, SummerHaven Indexing determines the composition of the Agriculture Index and provides such information to the NYSE Arca. Values of the Agriculture Index are computed by the NYSE Arca and disseminated approximately every fifteen (15) seconds from 8:00 a.m. to 5:00 p.m., New York City time, which also publishes a daily Agriculture Index value at approximately 5:30 p.m., New York City time, under the index ticker symbol “SDAITR”. Only settlement and last-sale prices are used in the Agriculture Index’s calculation, bids and offers are not recognized; including limit-bid and limit-offer price quotes. Where no last-sale price exists, typically in the more deferred contract months, the previous days’ settlement price is used. This means that the underlying Agriculture Index may lag its theoretical value. This tendency to lag is evident at the end of the day when the Agriculture Index value is based on the settlement prices of the Benchmark Component Agriculture Futures Contracts, and explains why the underlying Agriculture Index often closes at or near the high or low for the day.

Currency Conversion

Canola seed futures trade on the ICE Futures Canada and are denominated in Canadian dollars. Canola futures prices are divided by the USD/CAD foreign exchange spot price for purposes of index calculation and commodity weighting calculations. The USD/CAD price used for canola futures for the daily Agriculture Index value is the 3:00 p.m. EST USD/CAD price quoted by Bloomberg under currency ticker “USDCAD F150”.

Composition of the Agriculture Index

The composition of the Agriculture Index on any given day, as determined and published by SummerHaven Indexing, is determinative of the benchmark for USAG. Neither the Agriculture Index methodology nor any set of procedures, however, are capable of anticipating all possible circumstances and events that may occur with respect to the Agriculture Index and the methodology for its composition, weighting and calculation. Accordingly, a number of subjective judgments must be made in connection with the operation of the Agriculture Index that cannot be adequately reflected in this description of the Agriculture Index. All questions of interpretation with respect to the application of the provisions of the Agriculture Index methodology, including any determinations that need to be made in the event of a market emergency or other extraordinary circumstances, will be resolved by SummerHaven Indexing.

Contract Expirations

Because the Agriculture Index is comprised of actively traded contracts with scheduled expirations, it can be calculated only by reference to the prices of contracts for specified expiration, delivery or settlement periods, referred to as contract expirations. The contract expirations included in the Agriculture Index for each commodity during a given year are designated by SummerHaven Indexing, provided that each contract must be an active contract. An active contract for this purpose is a liquid, actively-traded contract expiration, as defined or identified by the relevant trading facility or, if no such definition or identification is provided by the relevant trading facility, as defined by standard custom and practice in the industry.

If a Futures Exchange ceases trading in all contract expirations relating to a particular Benchmark Component Agriculture Futures Contract, SummerHaven Indexing may designate a replacement contract on the particular agricultural commodity. The replacement contract must satisfy the eligibility criteria for inclusion in the Agriculture Index. To the extent practicable, the replacement will be effected during the next monthly review of the composition of the Agriculture Index. If that timing is not practicable, SummerHaven Indexing will determine the date of the replacement based on a number of factors, including the differences between the existing Benchmark Component Agriculture Futures Contract and the replacement contract with respect to contractual specifications and contract expirations.

If a Benchmark Component Agriculture Futures Contract is eliminated and there is no replacement contract, the underlying agricultural commodity will necessarily drop out of the Agriculture Index. The designation of a replacement contract, or the elimination of an agricultural commodity from the Agriculture Index because of the absence of a replacement contract, could affect the value of the Agriculture Index, either positively or negatively, depending on the price of the contract that is eliminated and the prices of the remaining contracts. It is impossible, however, to predict the effect of these changes, if they occur, on the value of the Agriculture Index.

Commodity Weighting

Each of the Benchmark Component Agriculture Futures Contracts will remain in the Agriculture Index from month to month. Weights for each of the Benchmark Component Agriculture Futures Contracts in the Agriculture Index are determined for the next month. The methodology used to calculate the Agriculture Index weighting is based solely on quantitative data using observable futures prices and is not subject to human bias.

The monthly weighting selection is a three-step process based upon examination of the relevant futures prices for each agricultural commodity:

The annualized percentage price difference between the closest-to-expiration Benchmark Component Agriculture Futures Contract and the next closest-to-expiration Benchmark Component Agriculture Futures Contract is calculated for each of the 14 eligible agricultural commodities on the fifth business day prior ro the first business day of the next calendar month (the “Selection Date”). The four agricultural commodities with the highest percentage price difference are selected.

For the remaining 10 eligible agricultural commodities, the percentage price change of each agricultural commodity over the previous year is calculated, as measured by the change in the price of the closest-to- expiration Benchmark Component Agriculture Futures Contract on the Selection Date from the price of the closest-to-expiration Benchmark Component Agriculture Futures Contract a year prior to the Selection Date. The three agricultural commodities with the highest percentage price change are selected.

For the seven commodities selected through basis (step 1) and momentum (step 2), each commodity weight is increased by 2% above its base weighting for the following month. For the remaining seven commodities not selected, each commodity weight is decreased by 2% below its base weighting for the following month.

Due to the dynamic monthly agricultural commodity weighting calculation, the individual agricultural commodity weights will vary over time, depending on the price observations each month. The Selection Date for the Agriculture Index is the fifth business day prior to the first business day of the next calendar month.

The following graph shows the agricultural commodity weights of the agricultural commodities selected for inclusion in the Agriculture Index as of September 30, 2012.

Agriculture Index Commodity Weights

as of September 30, 2012

LOGO

Contract Selection

For each agricultural commodity in the Agriculture Index, the index selects a specific Benchmark Component Agriculture Futures Contract with a tenor (i.e., contract month) among the eligible tenors (the range of contract months) based upon the relative prices of the Benchmark Component Agriculture Futures Contracts within the eligible range of contract months. The previous notwithstanding, the contract expiration is not changed for that month if a Benchmark Component Agriculture Futures Contract remains in the Agriculture Index, as long as the contract does not enter expire or enter its notice period in the subsequent month.

Portfolio Construction

The portfolio rebalancing takes place during the Rebalancing Period. At the end of each of the days in the last four business days of each month (the “Rebalancing Period”) one fourth of the prior month portfolio positions are replaced by the new commodity weights for the commodity contracts determined on the Selection Date.

Currency Conversion

Canola futures are denominated and quoted in Canadian dollars.

Agriculture Index Total Return Calculation

The value of the Agriculture Index on any business day is equal to the product of (i) the value of the Agriculture Index on the immediately preceding business day multiplied by (ii) one plus the sum of the day’s returns for another version of the Agriculture Index known as the SummerHaven Dynamic Agriculture Index Excess Return (“SDAI ER”) (explained below) and one business day’s interest from the hypothetical Treasury Bill portfolio. The value of the Agriculture will be calculated and published by the NYSE Arca.

Agriculture Index Base Level

The Agriculture Index was set to 100 on January 2, 1991.

SDAI ER Calculation

The total return of the SDAI ER reflects the percentage change of the market values of the underlying Benchmark Component Agriculture Futures Contracts. During the Rebalancing Period, the Agriculture Index changes its contract holdings and weightings during a four day period. The value of the SDAI ER at the end of a business day “t” is equal to the SDAI ER value on day “t -1” multiplied by the sum of the daily percentage price changes of each commodity future factoring in each respective commodity future’s notional holding on day “t -1”.

Rebalancing Period

Holiday Schedule

The Agriculture Index will not be computed on the following weekdays in 2012:


January		1
January		16
February		20
April		6
May		28
July		4
September		3
November		22
December		25

The holiday schedule is subject to change. USAG will not accept Creation Baskets or Redemption Baskets on these days.

The table and chart below show the hypothetical performance of the Agriculture Index from December 31, 1997 through September 30, 2012.

Since the Agriculture Index was launched on September 23, 2010, there is no actual performance history of the Agriculture Index to present. However, the components of the Agriculture Index and the weighting of the components of the Agriculture Index are established each month based on purely quantitative data that is not subject to revisions based on other external factors. This data is available for periods prior to September 23, 2010. As a result, the table below reflects how the Agriculture Index would have performed from December 31, 1997 through September 30, 2012 had it been in effect during such time period. The performance data does not reflect any reinvestment or distribution of profits, commission charges, management fees or other expenses that would have been incurred in connection with operating and managing a commodity pool designed to track the Agriculture Index. Such fees and expenses would reduce the performance returns shown in the table below.

Hypothetical Performance Results for the period

from December 31, 1997 through September 30, 2012


Year	Ending Level*		Annual Return
1997		215.499
1998		167.323		(22.36	)%
1999		153.241		(8.42	)%
2000		167.805		9.50	%
2001		150.407		(10.37	)%
2002		179.705		19.48	%
2003		201.497		12.13	%
2004		213.353		5.88	%
2005		231.652		8.58	%
2006		259.773		12.14	%
2007		315.849		21.59	%
2008		261.024		(17.36	)%
2009		282.237		8.13	%
2010		377.898		33.89	%
2011		348.780		(7.71	)%
2012 (YTD)		385.500		10.53	%

*	The “base level” for the Agriculture Index was set at 100 on January 2, 1991. The “Ending Level” represents the value of the components of the Index on the last trading day of each year and is used to illustrate the cumulative performance of the Index.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Summerhaven Dynamic Agriculture Index Year-Over-Year

Hypothetical Total Returns (1998-9/30/12)

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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following table compares the hypothetical total return of the Agriculture Index in comparison with the actual total return of three major indexes from December 31, 1997 through September 30, 2012.


	Hypothetical and Historical Results for the period from December 31,
	1997 through September 30, 2012
	DJ-UBS Ag TR			S&P GSCI Ag TR			DB LCI OY Ag TR			SDAI TR
Total return		2	%		(35	)%		39	%		79	%
Average annual return (total)		2.41	%		(0.52	)%		3.94	%		5.28	%
Annualized volatility		20.91	%		2.74	%		20.11	%		15.93	%
Annualized Sharpe ratio		0.00			(0.13	)		0.07			0.17

The table above shows the performance of the Agriculture Index from December 31, 1997 through September 30, 2012 in comparison with three traditional agricultural commodities indices: the S&P GSCI^® Agriculture Index Total Return, Dow Jones-UBS Agriculture Total Return Sub-index^SM, and the Deutsche Bank Liquid Commodity Index-Optimum Yield Agriculture Total Return^TM. The S&P GSCI^® Agriculture Index Total Return comprises the commodities: Wheat (Chicago and Kansas), Corn, Soybeans, Cotton, Sugar, Coffee, and Cocoa, and is part of a series of sub-indices representing components of the S&P GSCI. The Dow Jones-UBS Agriculture Total Return Sub-Index^SM is currently composed of seven futures contracts on agricultural commodities traded on U.S. exchanges. The Deutsche Bank Liquid Commodity Index-Optimum Yield Agriculture Total Return^TMis designed to reflect the performance of certain corn, wheat, soybean and sugar futures contracts plus the returns from investing in 3 month U.S. Treasury Bills. The data for the SDAI Total Return Index is derived by using the Agriculture Index’s calculation methodology with historical prices for the futures contracts comprising the Agriculture Index. The information about each of the indices comes from publicly-available material about such indices but is not designed to provide a thorough overview of the methodology of each index. None of the indices have investment objectives identical to the Agriculture Index. As a result, there are inherent limitations in comparing the performance of such indices against the Agriculture Index. For more information about these indices and their methodologies, please refer to the material published by the sponsors of each such index which may be found on their websites. USAG is not responsible for any information found on such websites, and such information is not part of this prospectus.

In the table above, “Total Return” refers to the return of the relevant index from December 31, 1997 through September 30, 2012; “Annualized Volatility” is a measure of the amount of variation or fluctuation in the returns of the relevant index. Annualized Volatility is calculated by taking the monthly standard deviation of the relevant index’s return and multiplying it by the square root of 12; and “Annualized Sharpe Ratio” is a measure of the total return of each relevant index adjusted by the risk-free interest rate (the 90 Day U.S. Treasury Bill yield) and the volatility of each index. Many investors consider volatility to be a measure of risk, and lower volatility of investment returns is considered a positive investment attribute as opposed to higher volatility. Annualized Sharpe Ratio is a standard measure for investors to compare two different investments or indexes that have different levels of volatility. If two indexes have the same total return, but one has lower Annualized Volatility, then its Annualized Sharpe Ratio will be higher. The higher the Annualized Sharpe Ratio, the better the risk-adjusted performance. Annualized Sharpe Ratio is calculated by taking the average monthly total return of the relevant index and subtracting the then current yield on the 90 Day U.S. Treasury Bill. The annualized return of this series is then divided by the Annualized Volatility of this series, and this result is the Annualized Sharpe Ratio for the relevant index. A higher Sharpe Ratio is not a guarantee that one investment or index will in the future produce better risk adjustment total returns, but management believes it is a useful tool for investors to consider when making investment decisions.

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The following chart compares the hypothetical total return of the Agriculture Index in comparison with the actual total return of three major indexes from September 30, 2002 through September 30, 2012.

10 Year Comparison of Index Returns of the DJ-UBS Ag TR, S&P GSCI Ag TR,

DB LCI OY Ag TR, and the Hypothetical Returns of the SDAI TR

(9/30/02-9/30/12)

LOGO

Source: SummerHaven Index Management, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

101

The following chart compares the hypothetical total return of the Agriculture Index in comparison with the actual total return of three major indexes over a 5 year period.

Five Year Comparison of Index Returns of the DJ-UBS Ag TR, S&P GSCI Ag TR,

DB LCI OY Ag TR, and the Hypothetical Returns of the SDAI TR

(9/30/07-9/30/2012)

LOGO

Source: SummerHaven Index Management, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The Metals Index

The Metals Index is a metal sector index designed to broadly represent industrial and precious metals while overweighting the components that are assessed to be in a low inventory state and underweighting the components assessed to be in a high inventory state.

The Metals Index consists of ten metals – six base metals and four precious metals. The base metals are aluminum, copper, zinc, nickel, tin and lead. The precious metals are gold, silver, platinum and palladium. Each metal is assigned a base weight based on an assessment of market liquidity and the metal’s overall economic importance.

Momentum is the percentage price change in a commodity over the previous year. Basis is the annualized percentage difference between the nearest-to-maturity contract and the second nearest-to-maturity contract. Using these price-based signals, metals determined to be in low inventory state will be weighted more heavily, and metals in high inventory state will be weighted less heavily during any given month.

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The Metals Index is rules-based and is rebalanced monthly based on observable price signals described above. In this context, the term “rules-based” is meant to indicate that the composition of the Metals Index in any given month will be determined by quantitative formulas relating to the prices of the futures contracts that relate to the commodities that are included in the Metals Index. Such formulas are not subject to adjustment based on other factors.

The overall return on the Metals Index is generated by two components: (i) uncollateralized returns from the Benchmark Component Metals Futures Contracts comprising the Metals Index, and (ii) a daily fixed income return reflecting the interest earned on a hypothetical 3-month U.S. Treasury Bill collateral portfolio, calculated using the weekly auction rate for the 3-Month U.S. Treasury Bills published by the U.S Department of the Treasury. SummerHaven Indexing is the owner of the Metals Index.

Table 1 below lists the eligible metals, the relevant Futures Exchange on which each Benchmark Component Metals Futures Contract is listed and quotation details. Table 2 lists the Benchmark Component Metals Futures Contracts, their sector designation and maximum allowable tenor.

TABLE 1


Commodity	Designated Contract	Exchange	Units	Quote
Aluminum	High Grade Primary Aluminum	LME	25 metric tons	USD/metric ton
Copper	Copper	COMEX	25,000 lbs	U.S. cents/pound
Lead	Lead	LME	25 metric tons	USD/metric ton
Nickel	Primary Nickel	LME	6 metric tons	USD/metric ton
Tin	Tin	LME	5 metric tons	USD/metric ton
Zinc	Special High Grade Zinc	LME	25 metric tons	USD/metric ton
Gold	Gold	COMEX	100 troy oz.	USD/troy oz.
Silver	Silver	COMEX	5,000 troy oz.	U.S. cents/troy oz.
Platinum	Platinum	NYMEX	50 troy oz.	USD/troy oz.
Palladium	Palladium	NYMEX	100 troy oz.	USD/troy oz.

TABLE 2


Commodity Name	Commodity Symbol	Allowed Contracts	Max. Tenor
Aluminum	LA	All 12 calendar months	12
Copper	HG	All 12 calendar months	12
Lead	LL	All 12 calendar months	7
Nickel	LN	All 12 calendar months	7
Tin	LT	All 12 calendar months	7
Zinc	LX	All 12 calendar months	7
Gold	GC	Feb, April, June, Aug, Oct, Dec	12
Silver	SI	March, May, July, Sep, Dec	5
Platinum	PL	Jan, April, July, Oct	5
Palladium	PA	March, June, Sept, Dec

Prior to the end of each month, SummerHaven Indexing determines the composition of the Metals Index and provides such information to the NYSE Arca. Values of the Metals Index are computed by the NYSE Arca and disseminated approximately every fifteen (15) seconds from 8:00 a.m. to 5:00 p.m., New York City time, which also publishes a daily Metals Index value at approximately 5:30 p.m., New York City time, under the index ticker symbol “SDMITR”. Only settlement and last-sale prices are used in the Metals Index’s calculation, bids and offers are not recognized; including limit-bid and limit-offer price quotes. Where no last-sale price exists, typically in the more deferred contract months, the previous days’ settlement price is used. This means that the underlying Metals Index may lag its theoretical value. This tendency to lag is evident at the end of the day when the Metals Index value is based on the settlement prices of the Benchmark Component Metals Futures Contracts, and explains why the underlying Metals Index often closes at or near the high or low for the day.

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Composition of the Metals Index

The composition of the Metals Index on any given day, as determined and published by SummerHaven Indexing, is determinative of the benchmark for USMI. Neither the Metals Index methodology nor any set of procedures, however, are capable of anticipating all possible circumstances and events that may occur with respect to the Metals Index and the methodology for its composition, weighting and calculation. Accordingly, a number of subjective judgments must be made in connection with the operation of the Metals Index that cannot be adequately reflected in this description of the Metals Index. All questions of interpretation with respect to the application of the provisions of the Metals Index methodology, including any determinations that need to be made in the event of a market emergency or other extraordinary circumstances, will be resolved by SummerHaven Indexing.

Contract Expirations

Because the Metals Index is comprised of actively traded contracts with scheduled expirations, it can be calculated only by reference to the prices of contracts for specified expiration, delivery or settlement periods, referred to as contract expirations. The contract expirations included in the Metals Index for each commodity during a given year are designated by SummerHaven Indexing, provided that each contract must be an active contract. An active contract for this purpose is a liquid, actively-traded contract expiration, as defined or identified by the relevant trading facility or, if no such definition or identification is provided by the relevant trading facility, as defined by standard custom and practice in the industry.

If a Futures Exchange ceases trading in all contract expirations relating to a particular Benchmark Component Metals Futures Contract, SummerHaven Indexing may designate a replacement contract on the particular metal. The replacement contract must satisfy the eligibility criteria for inclusion in the Metals Index. To the extent practicable, the replacement will be effected during the next monthly review of the composition of the Metals Index. If that timing is not practicable, SummerHaven Indexing will determine the date of the replacement based on a number of factors, including the differences between the existing Benchmark Component Metals Futures Contract and the replacement contract with respect to contractual specifications and contract expirations.

If a Benchmark Component Metals Futures Contract is eliminated and there is no replacement contract, the underlying metal will necessarily drop out of the Metals Index. The designation of a replacement contract, or the elimination of a metal from the Metals Index because of the absence of a replacement contract, could affect the value of the Metals Index, either positively or negatively, depending on the price of the contract that is eliminated and the prices of the remaining contracts. It is impossible, however, to predict the effect of these changes, if they occur, on the value of the Metals Index.

Commodity Weighting

Each of the Benchmark Component Metals Futures Contracts will remain in the Metals Index from month to month. Weights for each of the Benchmark Component Metals Futures Contracts are determined for the next month. The methodology used to calculate the Metals Index weighting is based solely on quantitative data using observable futures prices and is not subject to human bias.

The monthly weighting selection is a three-step process based upon examination of the relevant futures prices for each metal:

The annualized percentage price difference between the closest-to-expiration Benchmark Component Metals Futures Contract and the next closest-to-expiration Benchmark Component Metals Futures Contract is calculated for each of the 10 eligible metals on the Selection Date. The three metals with the highest percentage price difference are selected.

For the remaining seven eligible metals, the percentage price change of each metal over the previous year is calculated, as measured by the change in the price of the closest-to-expiration Benchmark Component Metals Futures Contract on the Selection Date from the price of the closest-to-expiration Benchmark Component Metals Futures Contract a year prior to the Selection Date. The two metals with the highest percentage price change are selected.

For the five metals selected through basis (step 1) and momentum (step 2), each metal’s weight is increased by 3% above its base weighting for the following month. For the remaining five metals not selected, each metal’s weight is decreased by 3% below its base weighting for the following month.

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Due to the dynamic monthly metal weighting calculation, the individual metal weights will vary over time, depending on the price observations each month. The Selection Date for the Metals Index is the fifth business day prior to the first business day of the next calendar month.

The following graph shows the metal weights of the metals selected for inclusion in the Metals Index as of September 30, 2012.

SDMI Commodity Weights

as of September 30, 2012

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Contract Selection

For each metal in the Metals Index, the index selects a specific Benchmark Component Metals Futures Contract with a tenor (i.e., contract month) among the eligible tenors (the range of contract months) based upon the relative prices of the Benchmark Component Metals Futures Contract within the eligible range of contract months. The previous notwithstanding, the contract expiration is not changed for that month if a Benchmark Component Metals Futures Contract remains in the Metals Index, as long as the contract does not enter expire or enter its notice period in the subsequent month.

Portfolio Construction

The portfolio rebalancing takes place during the Rebalancing Period. At the end of each of the days in the Rebalancing Period one fourth of the prior month portfolio positions are replaced by the new metals weights for the Benchmark Component Metals Futures Contract determined on the Selection Date.

Metals Index Total Return Calculation

The value of the Metals Index on any business day is equal to the product of (i) the value of the Metals Index on the immediately preceding business day multiplied by (ii) one plus the sum of the day’s returns for another version of the Metals Index known as the SummerHaven Dynamic Metals Index Excess Return “SDMI ER” (explained below) and one business day’s interest from the hypothetical Treasury Bill portfolio. The value of the Metals Index will be calculated and published by the NYSE Arca.

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Metals Index Base Level

The Metals Index was set to 100 on January 2, 1991.

SDMI ER Calculation

The total return of the SDMI ER reflects the percentage excess return equals the percentage change of the market values of the underlying Benchmark Component Metals Futures Contracts. During the Rebalancing Period, the Metals Index changes its contract holdings and weightings during a four day period. The value of the SDMI ER at the end of a business day “t” is equal to the SDMI ER value on day “t-1” multiplied by the sum of the daily percentage price changes of each commodity future factoring in each respective commodity future’s notional holding on day “t-1”.

Rebalancing Period

Holiday Schedule

The Metals Index will not be computed on the following weekdays in 2012:


January		1
January		16
February		20
April		6
May		28
July		4
September		3
November		22
December		25

The holiday schedule is subject to change. USMI will not accept Creation Baskets or Redemption Baskets on these days.

The table and chart below show the hypothetical performance of the Metals Index from December 31, 1997 through September 30, 2012.

106

Since the Metals Index was launched on September 23, 2010, there is no actual performance history of the Metals Index to present. However, the components of the Metals Index and the weighting of the components of the Metals Index are established each month based on purely quantitative data that is not subject to revisions based on other external factors. This data is available for periods prior to September 23, 2010. As a result, the table below reflects how the Metals Index would have performed from December 31, 1997 through September 30, 2012 had it been in effect during such time period. The performance data does not reflect any reinvestment or distribution of profits, commission charges, management fees or other expenses that would have been incurred in connection with operating and managing a commodity pool designed to track the Metals Index. Such fees and expenses would reduce the performance returns shown in the table below.

Hypothetical Performance Results for the period

from December 31, 1997 through September 30, 2012


Year	Ending Level*		Annual Return
1997		126.152
1998		118.035		(6.43	)%
1999		152.292		29.02	%
2000		161.868		6.29	%
2001		140.224		(13.37	)%
2002		150.366		7.23	%
2003		212.818		41.53	%
2004		262.652		23.42	%
2005		347.386		32.26	%
2006		589.403		69.67	%
2007		669.439		13.58	%
2008		425.151		(36.49	)%
2009		735.929		73.10	%
2010		975.580		32.56	%
2011		823.695		(15.57	)%
2012 (YTD)		904.390		11.04	%

*	The “base level” for the Metals Index was set at 100 on January 2, 1991. The “Ending Level” represents the value of the components of the Index on the last trading day of each year and is used to illustrate the cumulative performance of the Index.

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Summerhaven Dynamic Metals Index Year-Over-Year

Hypothetical Total Returns (1998-9/2012 YTD)

LOGO

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following table compares the hypothetical total return of the Metals Index in comparison with the actual total return of three major indexes between December 31, 1997 and September 30, 2012.


	Hypothetical and Historical Results for the period from December 31, 1997 through September 30, 2012
	DJ-UBS Industrial Metals TR			RICI Metals TR			DB LCI OY Industrial Metals TR			SDMI TR
Total return		188	%		422	%		256	%		617	%
Average annual return (total)		12.92	%		15.21	%		14.90	%		17.99	%
Annualized volatility		23.27	%		18.71	%		22.04	%		19.68	%
Annualized Sharpe ratio		0.54			0.76			0.66			0.86

The table above shows the performance of the Metals Index from December 31, 1997 through September 30, 2012 in comparison with three traditional metals indices: the Rogers International Commodity Index^® — Metals Total Return, Dow Jones-UBS Industrial Metals Total Return Sub-index^SM, and the Deutsche Bank Liquid Commodity Index-Optimum Yield Industrial Metals Total Return^TM. The Rogers International Commodity Index^® — Metals Total Return is an index of ten metals commodity futures contracts, representing commodities consumed in the global economy and is a sub-index of the Rogers International Commodity Index. The Dow Jones-UBS Industrial Metals Total Return Sub-Index^SM is currently composed of four futures contracts on industrial metals, three of which (aluminum, nickel and zinc) are traded on the London Metal Exchange and the other of which (copper) is traded on the COMEX division of the New York Mercantile Exchange. The Deutsche Bank Liquid Commodity Index-Optimum Yield Industrial Metals Total Return^TM is designed to reflect the performance of certain futures contracts on aluminum, copper and zinc. The data for the SDMI Total Return Index is derived by using the Metals Index’s calculation methodology with historical prices for the futures contracts comprising the Metals Index. The information about each of the indices comes from publicly-available material about such indices but is not designed to provide a thorough overview of the methodology of each index. None of the indices have investment objectives identical to the Metals Index. As a result, there are inherent limitations in comparing the performance of such indices against the Metals Index. For more information about these indices and their methodologies, please refer to the material published by the sponsors of each such index which may be found on their websites. USMI is not responsible for any information found on such websites, and such information is not part of this prospectus.

108

In the table above, “Total Return” refers to the return of the relevant index from December 31, 1997 to September 30, 2012; “Annualized Volatility” is a measure of the amount of variation or fluctuation in the returns of the relevant index. Annualized Volatility is calculated by taking the monthly standard deviation of the relevant index’s return and multiplying it by the square root of 12; and “Annualized Sharpe Ratio” is a measure of the total return of each relevant index adjusted by the risk-free interest rate (the 90 Day U.S. Treasury Bill yield) and the volatility of each index. Many investors consider volatility to be a measure of risk, and lower volatility of investment returns is considered a positive investment attribute as opposed to higher volatility. Annualized Sharpe Ratio is a standard measure for investors to compare two different investments or indexes that have different levels of volatility. If two indexes have the same total return, but one has lower Annualized Volatility, then its Annualized Sharpe Ratio will be higher. The higher the Annualized Sharpe Ratio, the better the risk-adjusted performance. Annualized Sharpe Ratio is calculated by taking the average monthly total return of the relevant index and subtracting the then current yield on the 90 Day U.S. Treasury Bill. The annualized return of this series is then divided by the Annualized Volatility of this series, and this result is the Annualized Sharpe Ratio for the relevant index. A higher Sharpe Ratio is not a guarantee that one investment or index will in the future produce better risk adjustment total returns, but management believes it is a useful tool for investors to consider when making investment decisions.

109

The following chart compares the hypothetical total return of the Metals Index in comparison with the actual total return of three major indexes between September 30, 2002 and September 30, 2012.

10 Year Comparison of Index Returns of the DJ-UBS IM TR,

RICI Metals TR, DB LCI OY IM TR, and the Hypothetical Returns of the SDMI TR

(9/30/02-9/30/12)

LOGO

Source: SummerHaven Index Management, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

110

The following chart compares the hypothetical total return of the Metals Index in comparison with the actual total return of three major indexes over a 5 year period.

Five Year Comparison of Index Returns of the DJ-UBS IM TR,

RICI Metals TR, DB LCI OY IM TR, and the Hypothetical Returns of the SDMI TR

(9/30/07-9/30/12)

LOGO

Source: SummerHaven Index Management, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Critical Accounting Policies

Preparation of the condensed financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Trust’s application of these policies involves judgments and actual results may differ from the estimates used.

USCF has evaluated the nature and types of estimates that it makes in preparing the Trust’s condensed financial statements and related disclosures and has determined that the valuation of Applicable Interests, which are not traded on a United States or internationally recognized futures exchange (such as swaps and other over-the-counter contracts) involves a critical accounting policy. The values which are used by each Trust Series for its Futures Contracts are provided by its commodity broker who uses market prices when available, while over-the-counter contracts are valued based on the present value of estimated future cash flows that would be received from or paid to a third party in settlement of these derivative contracts prior to their delivery date and valued on a daily basis. In addition, each Trust Series estimates interest income on a daily basis using prevailing rates earned on its cash and cash equivalents. These estimates are adjusted to the actual amount received on a monthly basis and the difference, if any, is not considered material.

111

Liquidity and Capital Resources

None of the Trust Series has made, and does not anticipate making, use of borrowings or other lines of credit to meet its obligations. Each Trust Series has met, and it is anticipated that each Trust Series will continue to meet, its liquidity needs in the normal course of business from the proceeds of the sale of its investments, or from the Treasuries, cash and/or cash equivalents that it intends to hold at all times. Each Trust Series’ liquidity needs include: redeeming units, providing margin deposits for its existing Futures Contracts or the purchase of additional Futures Contracts and posting collateral for its over-the-counter Applicable Interests, respectively, if applicable, and, except as noted below, payment of its expenses, summarized below under “Contractual Obligations.”

Each Trust Series currently generates cash primarily from: (i) the sale of baskets consisting of 50,000 units (“Creation Baskets”) and (ii) income earned on Treasuries, cash and/or cash equivalents. Each Trust Series has allocated substantially all of its net assets to trading in Applicable Interests. Each Trust Series invests in Applicable Interests to the fullest extent possible without being leveraged or unable to satisfy its current or potential margin or collateral obligations with respect to its investments in Applicable Interests. A significant portion of each Trust Series’ NAV is held in cash and cash equivalents that are used as margin and as collateral for its trading in Applicable Interests. The balance of the assets is held in each Trust Series’ account at its custodian bank and in Treasuries at the FCM. Income received from any investments in money market funds and Treasuries by a Trust Series will be paid to such Trust Series. During the nine months ended September 30, 2012, each Trust Series’ expenses exceeded the income it earned and the cash earned from the sale of Creation Baskets and the redemption of Redemption Baskets. During the nine months ended September 30, 2012, each Trust Series was forced to use other assets to pay expenses, which could cause a drop in its NAV over time. To the extent expenses exceed income, each Trust Series’ NAV will be negatively impacted.

Each Trust Series’ investments in Applicable Interests may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, most commodity exchanges limit the fluctuations in futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, positions in the contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the specified daily limit. Such market conditions could prevent a Trust Series from promptly liquidating its positions in Futures Contracts. During the nine months ended September 30, 2012, none of the Trust Series was forced to purchase or liquidate any of its positions while daily limits were in effect; however, no Trust Series can predict whether such an event may occur in the future.

Prior to the initial offering of each Trust Series, all payments with respect to each Trust Series’ expenses are paid by USCF. None of the Trust Series has an obligation or intention to refund such payments made by USCF. USCF is under no obligation to pay any Trust Series’ future expenses. Since the initial offering of units, each Trust Series has been responsible for expenses relating to: (i) management fees, (ii) brokerage fees and commissions, (iii) ongoing registration expenses in connection with offers and sales of its units subsequent to the initial offering, (iv) other expenses, including tax reporting costs, (v) the fees of the Trustee in connection with its services as Delaware trustee of the Trust, (vi) fees and expenses of the independent directors of USCF and (vii) other extraordinary expenses not in the ordinary course of business, while USCF has been responsible for expenses relating to the fees of the Trust Series’ Marketing Agent, Administrator and Custodian, the trading advisory and licensing fees of SummerHaven and offering expenses relating to the initial offering of units of each Trust Series. If USCF and each Trust Series are unsuccessful in raising sufficient funds to cover these respective expenses or in locating any other source of funding, one or more of the Trust Series could terminate and investors may lose all or part of their investment.

Market Risk

Trading in Applicable Interests such as Futures Contracts involves each Trust Series entering into contractual commitments to purchase or sell specified amounts of commodities at a specified date in the future. The aggregate market value of the contracts will significantly exceed each Trust Series’ future cash requirements since each Trust Series intends to close out its open positions prior to settlement. As a result, each Trust Series is generally only subject to the risk of loss arising from the change in value of the contracts. Each Trust Series considers the “fair value” of its derivative instruments to be the unrealized gain or loss on the contracts. The market risk associated with each Trust Series’ commitments to purchase a specific commodity will be limited to the aggregate market value of the contracts held.

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Each Trust Series’ exposure to market risk depends on a number of factors, including the markets for commodities, the volatility of interest rates and foreign exchange rates, the liquidity of the Applicable Interest markets and the relationships among the contracts held by each such Trust Series. The limited experience that each Trust Series has had in utilizing its model to trade in Applicable Interests in a manner intended to track the changes in the Applicable Index, as well as drastic market occurrences, could ultimately lead to the loss of all or substantially all of an investor’s capital.

Credit Risk

When a Trust Series enters into Futures Contracts and Other Related Investments, it is exposed to the credit risk that the counterparty will not be able to meet its obligations. The counterparty for the Futures Contracts traded on the Futures Exchanges is the clearinghouse associated with the particular exchange. In general, in addition to margin required to be posted by the clearinghouse in connection with cleared trades, clearinghouses are backed by their members who may be required to share in the financial burden resulting from the nonperformance of one of their members and, therefore, this additional member support should significantly reduce credit risk. Some foreign exchanges are not backed by their clearinghouse members but may be backed by a consortium of banks or other financial institutions. Unlike in the case of exchange-traded Futures Contracts, the counterparty to an over-the-counter contract is generally a single bank or other financial institution. As a result, there will be greater counterparty credit risk in over-the-counter transactions. There can be no assurance that any counterparty, clearinghouse, or their members or their financial backers will satisfy their obligations to a Trust Series in such circumstances.

USCF attempts to manage the credit risk of each Trust Series by following various trading limitations and policies. In particular, each Trust Series generally posts margin and/or holds liquid assets that are approximately equal to the market value of its obligations to counterparties under the Futures Contracts and Other Related Investments it holds. USCF has implemented procedures that include, but are not limited to, executing and clearing trades and entering into over-the-counter transactions only with creditworthy parties and/or requiring the posting of collateral or margin by such parties for the benefit of each Trust Series to limit its credit exposure. Newedge USA, LLC, each Trust Series’ commodity broker, or any other broker that may be retained by a Trust Series in the future, when acting as the Trust Series’ FCM in accepting orders to purchase or sell Futures Contracts on United States exchanges, is required by CFTC regulations to separately account for and segregate as belonging to a Trust Series, all assets of a Trust Series relating to domestic Futures Contracts trading. These FCMs are not allowed to commingle a Trust Series’ assets with their other assets. In addition, the CFTC requires commodity brokers to hold in a secure account a Trust Series’ assets related to foreign Futures Contracts trading. During the nine months ended September 30, 2012, the only foreign exchanges on which USCI made investments were the ICE Futures, which is a London based futures exchange, and the LME, which is a London based metal commodities exchange. Those Futures Contracts are denominated in U.S. dollars. During the nine months ended September 30, 2012, CPER did not make investments on any foreign exchanges. During the nine months ended September 30, 2012, the only foreign exchange on which USAG made investments was the ICE Futures. Those Futures Contracts are denominated in U.S. dollars. During the nine months ended September 30, 2012, the only foreign exchange on which USMI made investments was the LME. Those Futures Contracts are denominated in U.S. dollars.

If, in the future, a Trust Series purchases over-the-counter contracts, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this quarterly report on Form 10-Q for a discussion of over-the-counter contracts.

As of September 30, 2012, each of USCI, CPER, USAG and USMI held cash deposits and investments in Treasuries in the amount of $458,864,480, $2,417,366, $2,722,990 and $2,593,388, respectively, with the custodian and FCM. Some or all of these amounts may be subject to loss should the Trust Series’ custodian and/or FCM cease operations.

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Off Balance Sheet Financing

As of September 30, 2012, neither the Trust nor any Trust Series had any loan guarantee, credit support or other off-balance sheet arrangement of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions relating to certain risks that service providers undertake in performing services which are in the best interests of any Trust Series. While each Trust Series’ exposure under these indemnification provisions cannot be estimated, they are not expected to have a material impact on any Trust Series’ financial position.

European Sovereign Debt

None of the Trust Series had direct exposure to European sovereign debt as of September 30, 2012 or had direct exposure to European sovereign debt as of the filing of this quarterly report on Form 10-Q.

Redemption Basket Obligation

In order to meet its investment objective and pay its contractual obligations described below, each Trust Series requires liquidity to redeem units, which redemptions must be in blocks of 50,000 units effective as of May 1, 2012 called “Redemption Baskets.” (Prior to May 1, 2012, the size of the Redemption Basket was 100,000 units). Each Trust Series has to date satisfied this obligation by paying from the cash or cash equivalents it holds or through the sale of its Treasuries in an amount proportionate to the number of units being redeemed. From July 1, 2011 through December 31, 2012, Authorized Purchasers pay USCI $350 for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets; prior to July 1, 2011, Authorized Purchasers paid USCI $1,000 for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets. From May 1, 2012 through December 31, 2012, Authorized Purchasers pay each of CPER, USAG and USMI $350 for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets; prior to May 1, 2012, Authorized Purchasers paid $1,000 for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets.

Contractual Obligations

The Trust’s (and each series thereunder) primary contractual obligations are with USCF and certain other service providers. USCF, in return for its services, is entitled to a management fee calculated as a fixed percentage of a Trust Series’ NAV. Effective as of May 29, 2012, USCF voluntarily waived the management fee paid by each of CPER and USAG from 0.95% to 0.65% and 0.80% per annum of average daily total net assets, respectively. Effective as of May 30, 2012, USCF voluntarily waived the management fee paid by USMI from 0.95% to 0.70% per annum of average daily total net assets. The reduced fee for USMI became operational as of June 19, 2012, the date USMI became listed on the NYSE Arca. Ongoing fees, costs and expenses of its operation for which a Trust Series is responsible include:

•

brokerage and other fees and commissions incurred in connection with the trading activities of each Trust Series;

•

expenses incurred in connection with registering additional units of each Trust Series or offering units of each Trust Series after the time any units of each Trust Series have begun trading on the NYSE Arca;

•

the routine expenses associated with distribution, including printing and mailing, of any monthly, annual and other reports to unitholders required by applicable U.S. federal and state regulatory authorities;

•

payment for routine services of the Trustee, legal counsel and independent accountants;

•

payment for fees associated with tax accounting and reporting, routine accounting, bookkeeping, whether performed by an outside service provider or by affiliates of USCF;

•

costs and expenses associated with investor relations and services;

•

the payment of any distributions related to redemption of units;

•

payment of all federal, state, local or foreign taxes payable on the income, assets or operations of each Trust Series and the preparation of all tax returns related thereto;

•

fees and expenses of the independent directors of USCF; and

•

extraordinary expenses (including, but not limited to, indemnification of any person against liabilities and obligations to the extent permitted by law and required under the Trust Agreement and the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation).

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While USCF has agreed to pay registration fees to the SEC, FINRA, NYSE Arca or any other regulatory agency or exchange in connection with the initial offer and sale of the units and the legal, printing, accounting and other expenses associated with such registration, each Trust Series is responsible for any registration fees and related expenses incurred in connection with any subsequent offer and sale of its units after the initial offering of units.

Each Trust Series pays its own brokerage and other transaction costs. Each Trust Series pays fees to FCMs in connection with its transactions in Futures Contracts. For the nine months ended September 30, 2012, FCM fees were 0.07% of average daily total net assets for USCI, 0.03% of average daily total net assets for CPER, 0.14% of average daily total net assets for USAG and 0.06% of average daily total net assets for USMI. In general, transaction costs on over-the-counter Applicable Interests and on Treasuries and other short-term securities are embedded in the purchase or sale price of the instrument being purchased or sold, and may not readily be estimated. USCF had voluntarily agreed to pay certain expenses normally borne by USCI to the extent that such expenses exceeded 0.15% (15 basis points) of USCI’s NAV, on an annualized basis, through March 31, 2011. As of March 31, 2011, the expense waiver was no longer in effect for USCI. USCF has voluntarily agreed to pay certain expenses normally borne by each of CPER, USAG and USMI to the extent that such expenses exceed 0.15% (15 basis points) of each of CPER’s, USAG’s and USMI’s NAV, on an annualized basis, through at least December 31, 2012. USCF has no obligation to continue such payments into subsequent periods. This voluntary expense waiver is in addition to those amounts USCF is contractually obligated to pay as described in Note 5 in Item 1 of this quarterly report on Form 10-Q.

The parties cannot anticipate the amount of payments that will be required under these arrangements for future periods, as each Trust Series’ NAVs and trading levels to meet its investment objective will not be known until a future date. These agreements are effective for a specific term agreed upon by the parties with an option to renew, or, in some cases, are in effect for the duration of a Trust Series’ existence. Either party may terminate these agreements earlier for certain reasons described in the agreements.

As of September 30, 2012, USCI’s portfolio consisted of 11,230 Futures Contracts traded on the Futures Exchanges, CPER’s portfolio consisted of 28 Futures Contracts traded on the COMEX, USAG’s portfolio consisted of 69 Futures Contracts traded on the Futures Exchanges and USMI’s portfolio consisted of 87 Futures Contracts traded on the Futures Exchanges. For a list of each of USCI’s, CPER’s, USAG’s and USMI’s current holdings, please see USCI’s website at www.unitedstatescommodityindexfund.com, CPER’s website at www.unitedstatescopperindexfund.com, USAG’s website at www.unitedstatesagricultureindexfund.com and USMI’s website at www.unitedstatesmetalsindexfund.com. See “Portfolio Holdings” for a complete list of Futures Contracts held by each of USCI, CPER, USAG and USMI during the nine months ended September 30, 2012.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Over-the-Counter Derivatives (Including Spreads and Straddles)

In the future, a Trust Series may purchase over-the-counter contracts (“OTC Contracts”). Unlike most exchange-traded futures contracts or exchange-traded options on such futures, each party to an OTC Contract bears the credit risk that the other party may not be able to perform its obligations under its contract.

Swap transactions, like other financial transactions, involves a variety of significant risks. The specific risks presented by a particular swap transaction necessarily depend upon the terms and circumstances of the transaction. In general, however, all swap transactions involve some combination of market risk, credit risk, counterparty risk, funding risk, liquidity risk and operational risk.

Highly customized swap transactions in particular may increase liquidity risk, which may result in a suspension of redemptions. Highly leveraged transactions may experience substantial gains or losses in value as a result of relatively small changes in the value or level of an underlying or related market factor.

In evaluating the risks and contractual obligations associated with a particular swap transaction, it is important to consider that a swap transaction may be modified or terminated only by mutual consent of the original parties and subject to agreement on individually negotiated terms. Therefore, it may not be possible for USCF to modify, terminate or offset a Trust Series’ obligations or its exposure to the risks associated with a transaction prior to its scheduled termination date.

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To reduce the credit risk that arises in connection with such contracts, a Trust Series will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association that provides for the netting of its overall exposure to its counterparty if the counterparty is unable to meet its obligations to the Trust Series due to the occurrence of a specified event, such as the insolvency of the counterparty.

A Trust Series assesses or reviews, as appropriate, the creditworthiness of each potential or existing counterparty to an OTC Contract pursuant to guidelines approved by USCF’s board of directors (the “Board”). Furthermore, USCF on behalf of a Trust Series only enters into OTC Contracts with counterparties who are, or are affiliates of, (a) banks regulated by a United States federal bank regulator, (b) broker-dealers regulated by the SEC, (c) insurance companies domiciled in the United States, or (d) producers, users or traders of energy, whether or not regulated by the CFTC. Any entity acting as a counterparty shall be regulated in either the United States or the United Kingdom unless otherwise approved by the Board after consultation with its legal counsel. Existing counterparties are also reviewed periodically by USCF. A Trust Series will also require that the counterparty be highly rated and/or provide collateral or other credit support. Even if collateral is used to reduce counterparty credit risk, sudden changes in the value of OTC transactions may leave a party open to financial risk due to a counterparty default since the collateral held may not cover a party’s exposure on the transaction in such situations.

In general, valuing OTC derivatives is less certain than valuing actively traded financial instruments such as exchange-traded futures contracts and securities or cleared swaps because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources. In addition, while market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC Contracts, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.

During the nine months ended September 30, 2012, none of the Trust Series employed any hedging methods such as those described above since all of its investments were made over an exchange. Therefore, during such period, none of the Trust Series’ was exposed to counterparty risk.

Each Trust Series anticipates that the use of Other Related Investments together with its investments in Futures Contracts will produce price and total return results that closely track the investment goals of such Trust Series. However, there can be no assurance of this. OTC Contracts may result in higher transaction-related expenses than the brokerage commissions paid in connection with the purchase of Futures Contracts, which may impact a Trust Series’ ability to successfully track its Applicable Index.

Item 4.

Controls and Procedures.

Disclosure Controls and Procedures

The Trust and each Trust Series maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in the Trust’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

The duly appointed officers of USCF, including its chief executive officer and chief financial officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust if the Trust had any officers, have evaluated the effectiveness of the Trust’s and each Trust Series’ disclosure controls and procedures and have concluded that the disclosure controls and procedures of the Trust and each Trust Series have been effective as of the end of the period covered by this quarterly report on Form 10-Q.

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Change in Internal Control Over Financial Reporting

There were no changes in the Trust’s or any Trust Series’ internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Trust’s or any Trust Series’ internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1.

Legal Proceedings.

Not applicable.

Item 1A.

Risk Factors.

There have been no material changes to the risk factors previously disclosed in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed on March 15, 2012 (the “Form 10-K”) and the Trust’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed on August 9, 2012, except for the update to the risk factor set forth below.

Accountability levels, position limits, and daily price fluctuation limits set by the Futures Exchanges have the potential to cause a tracking error, which could cause the price of units to substantially vary from the price of the Applicable Index and prevent investors from being able to effectively use a Trust Series as a way to hedge against commodity-related losses or as a way to indirectly invest in commodities.

Designated contract markets such as the NYMEX, COMEX, CME, CBOT, KCBT, ICE Futures and LME have established accountability levels and position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by a Trust Series is not) may hold, own or control.

In addition to accountability levels and position limits, the Futures Exchanges may also set daily price fluctuation limits on the Futures Contracts. The daily price fluctuation limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price. Once the daily price fluctuation limit has been reached in a particular Futures Contract, no trades may be made at a price beyond that limit.

All of these limits may potentially cause a tracking error between the price of the units and the price of an Applicable Index. This may in turn prevent investors from being able to effectively use a Trust Series as a way to hedge against commodity-related losses or as a way to indirectly invest in commodities. None of the Trust Series has limited the size of its offering and is committed to utilizing substantially all of its proceeds to purchase Futures Contracts and Other Related Investments. If a Trust Series encounters accountability levels, position limits, or price fluctuation limits for Futures Contracts on a particular Futures Exchange, it may then, if permitted under applicable regulatory requirements, purchase Futures Contracts on the other Futures Exchanges that trade listed futures in the relevant commodity. In addition, if a Trust Series exceeds accountability levels on a Futures Exchange and is required by such exchange to reduce its holdings, such reduction could potentially cause a tracking error between the price of the units and the price of the Applicable Index.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3.

Defaults Upon Senior Securities.

Not applicable.

Item 4.

Mine Safety Disclosures.

Not applicable.

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Item 5.

Other Information.

Monthly Account Statements

Pursuant to the requirement under Rule 4.22 under the Commodity Exchange Act, each month the Trust and each Trust Series publish account statements for the Trust Series’ unitholders, which include Statements of Income (Loss), Statements of Changes in Net Asset Value and Statements of Changes in Units Outstanding. The account statements are furnished to the SEC on a current report on Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act and posted each month on each Trust Series’ website at www.unitedstatescommodityindexfund.com, www.unitedstatescopperindexfund.com, www.unitedstatesagricultureindexfund.com and www.unitedstatesmetalsindexfund.com.

Item 6.

Exhibits.

Listed below are the exhibits, which are filed as part of this quarterly report on Form 10-Q (according to the number assigned to them in Item 601 of Regulation S-K):


Exhibit Number		Description of Document
31.1(1)		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2(1)		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(1)		Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2(1)		Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS(2)		XBRL Instance Document.
101.SCH(2)		XBRL Taxonomy Extension Schema.
101.CAL(2)		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF(2)		XBRL Taxonomy Extension Definition Linkbase.
101.LAB(2)		XBRL Taxonomy Extension Label Linkbase.
101.PRE(2)		XBRL Taxonomy Extension Presentation Linkbase.

(1)	Filed herewith.

(2)

In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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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 thereunto duly authorized.

United States Commodity Index Funds Trust (Registrant)

By: United States Commodity Funds LLC, its Sponsor


By:		/s/ Nicholas D. Gerber
Nicholas D. Gerber
President and Chief Executive Officer
(Principal executive officer)

Date: November 9, 2012


By:		/s/ Howard Mah
Howard Mah
Chief Financial Officer
(Principal financial and accounting officer)

Date November 9, 2012

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