United States Commodity Index Funds Trust - Quarter Report: 2014 March (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 March 31, 2014.

¨	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.

Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

		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.		47

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

Item 4. Controls and Procedures.		116

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.		116

Item 1A. Risk Factors.		116

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		116

Item 3. Defaults Upon Senior Securities.		116

Item 4. Mine Safety Disclosures.		116

Item 5. Other Information.		117

Item 6. Exhibits.		117

Part I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

Index to Condensed Financial Statements

Documents		Page

Condensed Statements of Financial Condition at March 31, 2014 (Unaudited) and December 31, 2013		2

Condensed Schedules of Investments (Unaudited) at March 31, 2014		7

Condensed Statements of Operations (Unaudited) for the three months ended March 31, 2014 and 2013		12

Condensed Statements of Changes in Capital (Unaudited) for the three months ended March 31, 2014 and Condensed Statements of Changes in Shares Outstanding (Unaudited) for the three months ended March 31, 2014		17

Condensed Statements of Cash Flows (Unaudited) for the three months ended March 31, 2014 and 2013		22

Notes to Condensed Financial Statements for the period ended March 31, 2014 (Unaudited)		27

United States Commodity Index Funds Trust

Condensed Statements of Financial Condition

At March 31, 2014 (Unaudited) and December 31, 2013

United States Commodity Index Fund

	March 31, 2014		December 31, 2013
Assets
Cash and cash equivalents (Notes 2 and 6)	$	519,580,429	$	474,123,523
Equity in Newedge trading accounts:
Cash and cash equivalents		43,088,258		20,316,553
Unrealized gain on open commodity futures contracts		9,307,123		10,789,747
Receivable for shares sold		–		8,491,911
Interest receivable		1,261		1,261
Other assets		45,182		8,045

Total assets	$	572,022,253	$	513,731,040

Liabilities and Capital
Management fees payable (Note 4)	$	453,052	$	403,494
Professional fees payable		202,329		343,663
Brokerage commissions payable		22,815		22,815
Directors’ fees payable		18,561		15,894
Other liabilities		152		152

Total liabilities		696,909		786,018

Commitments and Contingencies (Notes 4, 5 and 6)

Capital
Sponsor		–		–
Shareholders		571,325,344		512,945,022
Total Capital		571,325,344		512,945,022

Total liabilities and capital	$	572,022,253	$	513,731,040

Shares outstanding		9,750,000		9,150,000
Net asset value per share	$	58.60	$	56.06
Market value per share	$	58.61	$	56.08

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Financial Condition

At March 31, 2014 (Unaudited) and December 31, 2013

United States Copper Index Fund

	March 31, 2014			December 31, 2013
Assets
Cash and cash equivalents (Notes 2 and 6)	$	2,772,092		$	2,040,735
Equity in Newedge trading accounts:
Cash and cash equivalents		390,269			125,960
Unrealized gain (loss) on open commodity futures contracts		(95,737	)		130,163
Receivable from Sponsor (Note 4)		14,268			81,789
Interest receivable		25			25
Other assets		204			36

Total assets	$	3,081,121		$	2,378,708

Liabilities and Capital
Management fees payable (Note 4)	$	1,365		$	1,229
Professional fees payable		15,120			85,228
Directors’ fees payable		62			52

Total liabilities		16,547			86,509

Commitments and Contingencies (Notes 4, 5 and 6)

Capital
Sponsor		–			–
Shareholders		3,064,574			2,292,199
Total Capital		3,064,574			2,292,199

Total liabilities and capital	$	3,081,121		$	2,378,708

Shares outstanding		150,000			100,000
Net asset value per share	$	20.43		$	22.92
Market value per share	$	20.54		$	22.90

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Financial Condition

At March 31, 2014 (Unaudited) and December 31, 2013

United States Agriculture Index Fund

	March 31, 2014		December 31, 2013
Assets
Cash and cash equivalents (Notes 2 and 6)	$	2,272,180	$	2,098,545
Equity in Newedge trading accounts:
Cash and cash equivalents		207,895		230,081
Unrealized gain (loss) on open commodity futures contracts		145,490		(44,533	)
Receivable from Sponsor (Note 4)		4,511		81,772
Interest receivable		46		46
Other assets		211		36

Total assets	$	2,630,333	$	2,365,947

Liabilities and Capital
Management fees payable (Note 4)	$	1,765	$	1,570
Professional fees payable		5,400		85,350
Directors’ fees payable		98		88

Total liabilities		7,263		87,008

Commitments and Contingencies (Notes 4, 5 and 6)

Capital
Sponsor		–		–
Shareholders		2,623,070		2,278,939
Total Capital		2,623,070		2,278,939

Total liabilities and capital	$	2,630,333	$	2,365,947

Shares outstanding		100,000		100,000
Net asset value per share	$	26.23	$	22.79
Market value per share	$	25.58	$	22.35

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Financial Condition

At March 31, 2014 (Unaudited) and December 31, 2013

United States Metals Index Fund

	March 31, 2014			December 31, 2013
Assets
Cash and cash equivalents (Notes 2 and 6)	$	1,894,623		$	1,918,706
Equity in Newedge trading accounts:
Cash and cash equivalents		314,592			329,598
Unrealized loss on open commodity futures contracts		(23,776	)		(46,293	)
Receivable from Sponsor (Note 4)		4,583			82,165
Interest receivable		11			11
Other assets		222			37

Total assets	$	2,190,255		$	2,284,224

Liabilities and Capital
Management fees payable (Note 4)	$	1,313		$	1,297
Professional fees payable		5,400			85,632
Directors’ fees payable		80			73

Total liabilities		6,793			87,002

Commitments and Contingencies (Notes 4, 5 and 6)

Capital
Sponsor		–			–
Shareholders		2,183,462			2,197,222
Total Capital		2,183,462			2,197,222

Total liabilities and capital	$	2,190,255		$	2,284,224

Shares outstanding		100,000			100,000
Net asset value per share	$	21.83		$	21.97
Market value per share	$	21.62		$	21.02

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Financial Condition

At March 31, 2014 (Unaudited) and December 31, 2013

United States Commodity Index Funds Trust

	March 31, 2014		December 31, 2013
Assets
Cash and cash equivalents (Notes 2 and 6)	$	526,519,324	$	480,181,509
Equity in Newedge trading accounts:
Cash and cash equivalents		44,001,014		21,002,192
Unrealized gain on open commodity futures contracts		9,333,100		10,829,084
Receivable for shares sold		–		8,491,911
Receivable from Sponsor (Note 4)		23,362		245,726
Interest receivable		1,343		1,343
Other assets		45,819		8,154

Total assets	$	579,923,962	$	520,759,919

Liabilities and Capital
Management fees payable (Note 4)	$	457,495	$	407,590
Professional fees payable		228,249		599,873
Brokerage commissions payable		22,815		22,815
Directors’ fees payable		18,801		16,107
Other liabilities		152		152

Total liabilities		727,512		1,046,537

Commitments and Contingencies (Notes 4, 5 and 6)

Capital
Sponsor		–		–
Shareholders		579,196,450		519,713,382
Total Capital		579,196,450		519,713,382

Total liabilities and capital	$	579,923,962	$	520,759,919

Shares outstanding		10,100,000		9,450,000

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Schedule of Investments (Unaudited)

At March 31, 2014

United States Commodity Index Fund

	Number of Contracts		Unrealized Gain (Loss) on Open Commodity Contracts			% of Capital
Open Futures Contracts - Long
Foreign Contracts
LME Lead Futures LL April 2014 contracts, expiring April 2014		711	$	(2,984,213	)		(0.52	)
LME Zinc Futures LX April 2014 contracts, expiring April 2014		790		(178,081	)		(0.03	)
LME Lead Futures LL June 2014 contracts, expiring June 2014		662		(2,654,838	)		(0.47	)
ICE-US Cocoa Futures CC July 2014 contracts, expiring July 2014		1,362		322,110			0.06
ICE-US Cotton #2 Futures CT July 2014 contracts, expiring July 2014		887		5,742,995			1.00
LME Tin Futures LT July 2014 contracts, expiring July 2014		345		(1,141,165	)		(0.20	)
LME Zinc Futures LX August 2014 contracts, expiring August 2014		820		202,338			0.04
LME Zinc Futures LX September 2014 contracts, expiring September 2014		750		(102,925	)		(0.02	)
ICE Brent Crude Oil Futures CO December 2014 contracts, expiring November 2014		389		58,520			0.01
ICE-US Coffee-C Futures KC December 2014 contracts, expiring December 2014		593		153,094			0.03
		7,309		(582,165	)		(0.10	)
United States Contracts
CME Live Cattle Futures LC June 2014 contracts, expiring June 2014		736		1,552,220			0.27
CBOT Soybean Meal Futures SM July 2014 contracts, expiring July 2014		894		700,120			0.12
CME Lean Hogs Futures LH July 2014 contracts, expiring July 2014		822		4,471,980			0.78
COMEX Copper Futures HG July 2014 contracts, expiring July 2014		547		272,550			0.05
NYMEX Platinum Futures PL July 2014 contracts, expiring July 2014		576		446,190			0.08
CME Feeder Cattle Futures FC August 2014 contracts, expiring August 2014		449		(246,438	)		(0.04	)
CBOT Soybean Futures S November 2014 contracts, expiring November 2014		679		706,050			0.12
NYMEX WTI Crude Oil Futures CL December 2014 contracts, expiring November 2014		431		239,380			0.04
NYMEX Natural Gas Futures NG January 2015 contracts, expiring December 2014		863		(521,600	)		(0.09	)
		5,997		7,620,452			1.33
Open Futures Contracts - Short*
Foreign Contracts
LME Lead Futures LL April 2014 contracts, expiring April 2014		711		1,169,390			0.21
LME Zinc Futures LX April 2014 contracts, expiring April 2014		790		(751,779	)		(0.13	)
LME Lead Futures LL June 2014 contracts, expiring June 2014		662		589,820			0.10
LME Tin Futures LT July 2014 contracts, expiring July 2014		345		98,734			0.02
LME Zinc Futures LX September 2014 contracts, expiring September 2014		750		1,162,671			0.20
		3,258		2,268,836			0.40
Total Open Futures Contracts**		16,564	$	9,307,123			1.63

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Schedule of Investments (Unaudited)

At March 31, 2014

United States Commodity Index Fund (Continued)

	Principal Amount		Market Value		% of Capital
Cash Equivalents
United States Treasury Obligations
U.S. Treasury Bills:
0.06%, 4/17/2014	$	20,000,000	$	19,999,489		3.50
0.07%, 4/24/2014		20,000,000		19,998,923		3.50
0.09%, 4/24/2014		50,000,000		49,997,308		8.75
0.08%, 5/01/2014		20,000,000		19,998,750		3.50
0.08%, 5/08/2014		30,000,000		29,997,533		5.25
0.09%, 5/15/2014		30,000,000		29,996,700		5.25
0.10%, 6/05/2014		30,000,000		29,994,854		5.25
0.08%, 6/26/2014		20,000,000		19,996,417		3.50
0.06%, 7/17/2014		20,000,000		19,996,433		3.50
0.06%, 8/21/2014		30,000,000		29,992,604		5.25
0.07%, 8/28/2014		10,000,000		9,997,103		1.75
0.08%, 9/11/2014		10,000,000		9,996,604		1.75
0.08%, 9/18/2014		20,000,000		19,992,445		3.50
Total Cash Equivalents			$	309,955,163		54.25

* 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 SDCI).

** Collateral amounted to $43,088,258 on open futures contracts.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Schedule of Investments (Unaudited)

At March 31, 2014

United States Copper Index

	Number of Contracts		Unrealized Loss on Open Commodity Contracts			% of Capital
Open Futures Contracts - Long
United States Contracts
COMEX Copper Futures HG May 2014 Contracts, expiring May 2014		20	$	(52,225	)		(1.70	)
COMEX Copper Futures HG July 2014 contracts, expiring July 2014		20		(43,512	)		(1.42	)
Total Open Futures Contracts*		40	$	(95,737	)		(3.12	)

	Principal Amount		Market Value
Cash Equivalents
United States Treasury Obligations
U.S. Treasury Bills:
0.06%, 4/17/2014	$	200,000	$	199,995	6.53
0.07%, 4/24/2014		200,000		199,991	6.53
0.08%, 5/01/2014		200,000		199,987	6.53
0.08%, 5/08/2014		200,000		199,984	6.53
0.09%, 5/15/2014		200,000		199,978	6.52
0.06%, 8/21/2014		30,000		29,992	0.98
0.08%, 9/18/2014		300,000		299,887	9.78
Total Cash Equivalents			$	1,329,814	43.40

* Collateral amounted to $390,269 on open futures contracts.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Schedule of Investments (Unaudited)

At March 31, 2014

United States Agriculture Index Fund

	Number of Contracts		Unrealized Gain (Loss) on Open Commodity Contracts			% of Capital
Open Futures Contracts - Long
Foreign Contracts
ICE-Canola Futures RS July 2014 contracts, expiring July 2014		3	$	882			0.03
ICE-US Cocoa Futures CC July 2014 contracts, expiring July 2014		7		17,750			0.68
ICE-US Coffee-C Futures KC July 2014 contracts, expiring July 2014		3		48,244			1.84
ICE-US Cotton #2 Futures CT July 2014 contracts, expiring July 2014		5		15,255			0.58
ICE-US Sugar #11 Futures SB October 2014 contracts, expiring September 2014		11		202			0.01
		29		82,333			3.14
United States Contracts
KCBOT Hard Red Winter Wheat Futures KW May 2014 contracts, expiring May 2014		1		4,562			0.17
CME Live Cattle Futures LC June 2014 contracts, expiring June 2014		6		10,890			0.41
CBOT Wheat Futures W July 2014 contracts, expiring July 2014		4		26,275			1.00
CME Feeder Cattle Futures FC August 2014 contracts, expiring August 2014		1		(788	)		(0.03	)
CME Lean Hogs Futures LH August 2014 contracts, expiring August 2014		4		(2,170	)		(0.08	)
CBOT Soybean Meal Futures SM October 2014 contracts, expiring October 2014		5		(630	)		(0.02	)
CBOT Soybean Oil Futures BO October 2014 contracts, expiring October 2014		1		1,080			0.04
CBOT Soybean Futures S November 2014 contracts, expiring November 2014		7		8,050			0.31
CBOT Corn Futures C December 2014 contracts, expiring December 2014		12		15,888			0.61
		41		63,157			2.41
Total Open Futures Contracts*		70	$	145,490			5.55

	Principal Amount		Market Value
Cash Equivalents
United States Treasury Obligations
U.S. Treasury Bills:
0.06%, 4/17/2014	$	200,000	$	199,995	7.63
0.07%, 4/24/2014		200,000		199,991	7.62
0.08%, 5/01/2014		200,000		199,987	7.62
0.08%, 5/08/2014		200,000		199,983	7.62
0.09%, 5/15/2014		300,000		299,967	11.44
0.06%, 8/21/2014		70,000		69,983	2.67
0.08%, 9/18/2014		300,000		299,887	11.43
Total Cash Equivalents			$	1,469,793	56.03

* Collateral amounted to $207,895 on open futures contracts.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Schedule of Investments (Unaudited)

At March 31, 2014

United States Metals Index

	Number of Contracts		Unrealized Gain (Loss) on Open Commodity Contracts			% of Capital
Open Futures Contracts - Long
Foreign Contracts
LME Lead Futures LL April 2014 contracts, expiring April 2014		9	$	(32,387	)		(1.49	)
LME Zinc Futures LX June 2014 contracts, expiring June 2014		7		(17,294	)		(0.79	)
LME Tin Futures LT July 2014 contracts, expiring July 2014		1		(3,745	)		(0.17	)
LME Nickel Futures LN October 2014 contracts, expiring October 2014		2		16,782			0.77
LME Lead Futures LL November 2014 contracts, expiring November 2014		3		125			0.00
LME Aluminum Futures LA January 2015 contracts, expiring January 2015		7		(7,694	)		(0.35	)
		29		(44,213	)		(2.03	)
United States Contracts
COMEX Gold Futures GC June 2014 contracts, expiring June 2014		2		(10,710	)		(0.49	)
NYMEX Palladium Futures PA June 2014 contracts, expiring June 2014		2		10,430			0.48
COMEX Copper Futures HG July 2014 contracts, expiring July 2014		6		2,363			0.11
COMEX Silver Futures SI July 2014 contracts, expiring July 2014		3		25			0.00
		13		2,108			0.10
Open Futures Contracts - Short*
Foreign Contracts
LME Lead Futures LL April 2014 contracts, expiring April 2014		9		16,119			0.73
LME Zinc Futures LX June 2014 contracts, expiring June 2014		1		2,080			0.10
LME Aluminum Futures LA January 2015 contracts, expiring January 2015		1		130			0.01
		11		18,329			0.84
Total Open Futures Contracts**		53	$	(23,776	)		(1.09	)

	Principal Amount		Market Value
Cash Equivalents
United States Treasury Obligations
U.S. Treasury Bills:
0.06%, 4/17/2014	$	200,000	$	199,995	9.16
0.07%, 4/24/2014		100,000		99,994	4.58
0.09%, 4/24/2014		500,000		499,973	22.90
0.06%, 8/21/2014		100,000		99,975	4.58
0.07%, 8/28/2014		200,000		199,942	9.15
Total Cash Equivalents			$	1,099,879	50.37

** Collateral amounted to $314,592 on open futures contracts.

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Operations (Unaudited)

For the three months ended March 31, 2014 and 2013

United States Commodity Index Fund

	Three months ended March 31, 2014			Three months ended March 31, 2013
Income
Gain (loss) on trading of commodity futures contracts:
Realized gain on closed positions	$	26,871,173		$	3,087,724
Change in unrealized loss on open positions		(1,482,624	)		(15,109,247	)
Realized gain on foreign currency translations		4			–
Change in unrealized gain (loss) on foreign currency translations		(3	)		654
Interest income		70,654			81,796
Other income		3,150			4,900

Total income (loss)		25,462,354			(11,934,173	)

Expenses
Management fees (Note 4)		1,260,019			1,198,134
Professional fees		128,340			77,393
Brokerage commissions		101,246			92,612
Other expenses		30,717			21,348

Total expenses		1,520,322			1,389,487

Expense waiver (Note 4)		–			–

Net expenses		1,520,322			1,389,487

Net income (loss)	$	23,942,032		$	(13,323,660	)
Net income (loss) per share	$	2.54		$	(1.45	)
Net income (loss) per weighted average share	$	2.54		$	(1.52	)
Weighted average shares outstanding		9,419,444			8,745,556

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statement of Operations (Unaudited)

For the three months ended March 31, 2014 and 2013

United States Copper Index Fund

	Three months ended March 31, 2014			Three months ended March 31, 2013
Income
Gain (loss) on trading of commodity futures contracts:
Realized gain on closed positions	$	5,663		$	32,050
Change in unrealized loss on open positions		(225,900	)		(201,738	)
Interest income		306			451
Other income		350			–

Total loss		(219,581	)		(169,237	)

Expenses
Management fees (Note 4)		3,692			4,038
Professional fees		15,120			24,824
Brokerage commissions		368			46
Other expenses		136			112

Total expenses		19,316			29,020

Expense waiver (Note 4)		(14,268	)		(23,895	)

Net expenses		5,048			5,125

Net loss	$	(224,629	)	$	(174,362	)
Net loss per share	$	(2.49	)	$	(1.74	)
Net loss per weighted average share	$	(2.09	)	$	(1.74	)
Weighted average shares outstanding		107,222			100,000

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Operations (Unaudited)

For the three months ended March 31, 2014 and 2013

United States Agriculture Index Fund

	Three months ended March 31, 2014			Three months ended March 31, 2013
Income
Gain (loss) on trading of commodity futures contracts:
Realized gain (loss) on closed positions	$	160,134		$	(160,486	)
Change in unrealized gain on open positions		190,023			11,844
Realized gain (loss) on foreign currency transactions		(122	)		1
Change in unrealized loss on foreign currency translations		–			(197	)
Interest income		308			467

Total income (loss)		350,343			(148,371	)

Expenses
Management fees (Note 4)		4,781			4,904
Professional fees		5,400			30,780
Brokerage commissions		401			571
Other expenses		141			82

Total expenses		10,723			36,337

Expense waiver (Note 4)		(4,511	)		(29,863	)

Net expenses		6,212			6,474

Net income (loss)	$	344,131		$	(154,845	)
Net income (loss) per share	$	3.44		$	(1.55	)
Net income (loss) per weighted average share	$	3.44		$	(1.55	)
Weighted average shares outstanding		100,000			100,000

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Operations (Unaudited)

For the three months ended March 31, 2014 and 2013

United States Metals Index Fund

	Three months ended March 31, 2014			Three months ended March 31, 2013
Income
Gain (loss) on trading of commodity futures contracts:
Realized loss on closed positions	$	(31,573	)	$	(19,562	)
Change in unrealized gain (loss) on open positions		22,517			(104,860	)
Change in unrealized gain on foreign currency translations		–			6
Interest income		256			446

Total loss		(8,800	)		(123,970	)

Expenses
Management fees (Note 4)		3,813			4,563
Professional fees		5,400			30,780
Brokerage commissions		194			246
Other expenses		136			87

Total expenses		9,543			35,676

Expense waiver (Note 4)		(4,583	)		(29,804	)

Net expenses		4,960			5,872

Net loss	$	(13,760	)	$	(129,842	)
Net loss per share	$	(0.14	)	$	(1.30	)
Net loss per weighted average share	$	(0.14	)	$	(1.30	)
Weighted average shares outstanding		100,000			100,000

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Operations (Unaudited)

For the three months ended March 31, 2014 and 2013

United States Commodity Index Funds Trust

	Three months ended March 31, 2014			Three months ended March 31, 2013
Income
Gain (loss) on trading of commodity futures contracts:
Realized gain on closed positions	$	27,005,397		$	2,939,726
Change in unrealized loss on open positions		(1,495,984	)		(15,404,001	)
Realized gain (loss) on foreign currency transactions		(118	)		1
Change in unrealized gain (loss) on foreign currency translations		(3	)		463
Interest income		71,524			83,160
Other income		3,500			4,900

Total income (loss)		25,584,316			(12,375,751	)

Expenses
Management fees (Note 4)		1,272,305			1,211,639
Professional fees		154,260			163,777
Brokerage commissions		102,209			93,475
Other expenses		31,130			21,629

Total expenses		1,559,904			1,490,520

Expense waiver (Note 4)		(23,362	)		(83,562	)

Net expenses		1,536,542			1,406,958

Net income (loss)	$	24,047,774		$	(13,782,709	)

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Changes in Capital (Unaudited)

For the three months ended March 31, 2014

United States Commodity Index Fund

	Sponsor		Shareholders		Total

Balances, at December 31, 2013	$	–	$	512,945,022	$	512,945,022
Additions		–		34,438,290		34,438,290
Redemptions		–		–		–
Net income		–		23,942,032		23,942,032

Balances, at March 31, 2014	$	–	$	571,325,344	$	571,325,344

Condensed Statement of Changes in Shares Outstanding (Unaudited)

For the three months ended March 31, 2014

United States Commodity Index Fund

Sponsor

Shareholders

Total

Shares Outstanding, at December 31, 2013

–

9,150,000

Additions

–

600,000

Redemptions

–

Shares Outstanding, at March 31, 2014

–

9,750,000

Net Asset Value Per Share:

At December 31, 2013

56.06

At March 31, 2014

58.60

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Changes in Capital (Unaudited)

For the three months ended March 31, 2014

United States Copper Index Fund

	Sponsor		Shareholders			Total

Balances, at December 31, 2013	$	–	$	2,292,199		$	2,292,199
Additions		–		997,004			997,004
Redemptions		–		–			–
Net loss		–		(224,629	)		(224,629	)

Balances, at March 31, 2014	$	–	$	3,064,574		$	3,064,574

Condensed Statement of Changes in Shares Outstanding (Unaudited)

For the three months ended March 31, 2014

United States Copper Index Fund

Sponsor

Shareholders

Total

Shares Outstanding, at December 31, 2013

–

100,000

Additions

–

50,000

Redemptions

–

Shares Outstanding, at March 31, 2014

–

150,000

Net Asset Value Per Share:

At December 31, 2013

22.92

At March 31, 2014

20.43

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Changes in Capital (Unaudited)

For the three months ended March 31, 2014

United States Agriculture Index Fund

	Sponsor		Shareholders		Total

Balances, at December 31, 2013	$	–	$	2,278,939	$	2,278,939
Additions		–		–		–
Redemptions		–		–		–
Net income		–		344,131		344,131

Balances, at March 31, 2014	$	–	$	2,623,070	$	2,623,070

Condensed Statement of Changes in Shares Outstanding (Unaudited)

For the three months ended March 31, 2014

United States Agriculture Index Fund

Sponsor

Shareholders

Total

Shares Outstanding, at December 31, 2013

–

100,000

Additions

–

Redemptions

–

Shares Outstanding, at March 31, 2014

–

100,000

Net Asset Value Per Share:

At December 31, 2013

22.79

At March 31, 2014

26.23

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Changes in Capital (Unaudited)

For the three months ended March 31, 2014

United States Metals Index Fund

	Sponsor		Shareholders			Total

Balances, at December 31, 2013	$	–	$	2,197,222		$	2,197,222
Additions		–		–			–
Redemptions		–		–			–
Net loss		–		(13,760	)		(13,760	)

Balances, at March 31, 2014	$	–	$	2,183,462		$	2,183,462

Condensed Statement of Changes in Shares Outstanding (Unaudited)

For the three months ended March 31, 2014

United States Metals Index Fund

Sponsor

Shareholders

Total

Shares Outstanding, at December 31, 2013

–

100,000

Additions

–

Redemptions

–

Shares Outstanding, at March 31, 2014

–

100,000

Net Asset Value Per Share:

At December 31, 2013

21.97

At March 31, 2014

21.83

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Changes in Capital (Unaudited)

For the three months ended March 31, 2014

United States Commodity Index Funds Trust

	Sponsor		Shareholders		Total

Balances, at December 31, 2013	$	–	$	519,713,382	$	519,713,382
Additions		–		35,435,294		35,435,294
Redemptions		–		–		–
Net income		–		24,047,774		24,047,774

Balances, at March 31, 2014	$	–	$	579,196,450	$	579,196,450

Condensed Statement of Changes in Shares Outstanding (Unaudited)

For the three months ended March 31, 2014

United States Commodity Index Funds Trust

Sponsor

Shareholders

Total

Shares Outstanding, at December 31, 2013

–

9,450,000

Additions

–

650,000

Redemptions

–

Shares Outstanding, at March 31, 2014

–

10,100,000

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the three months ended March 31, 2014 and 2013

United States Commodity Index Fund

	Three months ended March 31, 2014			Three months ended March 31, 2013
Cash Flows from Operating Activities:
Net income (loss)	$	23,942,032		$	(13,323,660	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Increase in commodity futures trading account - cash and cash equivalents		(22,771,705	)		(8,614,596	)
Unrealized loss on open futures contracts		1,482,624			15,109,247
Increase in interest receivable		–			(787	)
Increase in other assets		(37,137	)		(37,322	)
Increase in management fees payable		49,558			19,828
Decrease in professional fees payable		(141,334	)		(167,858	)
Increase in directors’ fees payable		2,667			1,936
Net cash provided by (used in) operating activities		2,526,705			(7,013,212	)

Cash Flows from Financing Activities:
Addition of shares		42,930,201			41,405,522
Redemption of shares		–			(5,906,282	)
Net cash provided by financing activities		42,930,201			35,499,240

Net Increase in Cash and Cash Equivalents		45,456,906			28,486,028

Cash and Cash Equivalents, beginning of period		474,123,523			430,800,077
Cash and Cash Equivalents, end of period	$	519,580,429		$	459,286,105

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the three months ended March 31, 2014 and 2013

United States Copper Index Fund

	Three months ended March 31, 2014			Three months ended March 31, 2013
Cash Flows from Operating Activities:
Net loss	$	(224,629	)	$	(174,362	)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in commodity futures trading account - cash and cash equivalents		(264,309	)		(62,085	)
Unrealized loss on open futures contracts		225,900			201,738
Decrease in receivable from Sponsor		67,521			72,469
Increase in interest receivable		–			(7	)
Increase in other assets		(168	)		(167	)
Increase (decrease) in management fees payable		136			(54	)
Decrease in professional fees payable		(70,108	)		(75,369	)
Increase in directors’ fees payable		10			6
Net cash used in operating activities		(265,647	)		(37,831	)

Cash Flows from Financing Activities:
Addition of shares		997,004			–
Redemption of shares		–			–
Net cash provided by financing activities		997,004			–

Net Increase (Decrease) in Cash and Cash Equivalents		731,357			(37,831	)

Cash and Cash Equivalents, beginning of period		2,040,735			2,109,061
Cash and Cash Equivalents, end of period	$	2,772,092		$	2,071,230

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the three months ended March 31, 2014 and 2013

United States Agriculture Index Fund

	Three months ended March 31, 2014			Three months ended March 31, 2013
Cash Flows from Operating Activities:
Net income (loss)	$	344,131		$	(154,845	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Decrease in commodity futures trading account - cash and cash equivalents		22,186			186,167
Unrealized gain on open futures contracts		(190,023	)		(11,844	)
Decrease in receivable from Sponsor		77,261			46,988
Increase in interest receivable		–			(14	)
Increase in other assets		(175	)		(195	)
Increase (decrease) in management fees payable		195			(115	)
Decrease in professional fees payable		(79,950	)		(49,250	)
Increase in directors’ fees payable		10			2
Net cash provided by operating activities		173,635			16,894

Cash Flows from Financing Activities:
Addition of shares		–			–
Redemption of shares		–			–
Net cash provided by (used in) financing activities		–			–

Net Increase in Cash and Cash Equivalents		173,635			16,894

Cash and Cash Equivalents, beginning of period		2,098,545			2,000,438
Cash and Cash Equivalents, end of period	$	2,272,180		$	2,017,332

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the three months ended March 31, 2014 and 2013

United States Metals Index

	Three months ended March 31, 2014			Three months ended March 31, 2013
Cash Flows from Operating Activities:
Net loss	$	(13,760	)	$	(129,842	)
Adjustments to reconcile net loss to net cash used in operating activities:
Decrease in commodity futures trading account - cash and cash equivalents		15,006			19,710
Unrealized (gain) loss on open futures contracts		(22,517	)		104,860
Decrease in receivable from Sponsor		77,582			29,512
Increase in interest receivable		–			(4	)
Increase in other assets		(185	)		(205	)
Increase (decrease) in management fees payable		16			(62	)
Decrease in professional fees payable		(80,232	)		(30,825	)
Increase in directors’ fees payable		7			6
Net cash used in operating activities		(24,083	)		(6,850	)

Cash Flows from Financing Activities:
Addition of shares		–			–
Redemption of shares		–			–
Net cash provided by (used in) financing activities		–			–

Net Decrease in Cash and Cash Equivalents		(24,083	)		(6,850	)

Cash and Cash Equivalents, beginning of period		1,918,706			2,136,984
Cash and Cash Equivalents, end of period	$	1,894,623		$	2,130,134

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the three months ended March 31, 2014 and 2013

United States Commodity Index Funds Trust

	Three months ended March 31, 2014			Three months ended March 31, 2013
Cash Flows from Operating Activities:
Net income (loss)	$	24,047,774		$	(13,782,709	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Increase in commodity futures trading account - cash and cash equivalents		(22,998,822	)		(8,470,804	)
Unrealized loss on open futures contracts		1,495,984			15,404,001
Decrease in receivable from Sponsor		222,364			148,969
Increase in interest receivable		–			(812	)
Increase in other assets		(37,665	)		(37,889	)
Increase in management fees payable		49,905			19,597
Decrease in professional fees payable		(371,624	)		(323,302	)
Increase in directors’ fees payable		2,694			1,950
Net cash provided by (used in) operating activities		2,410,610			(7,040,999	)

Cash Flows from Financing Activities:
Addition of shares		43,927,205			41,405,522
Redemption of shares		–			(5,906,282	)
Net cash provided by financing activities		43,927,205			35,499,240

Net Increase in Cash and Cash Equivalents		46,337,815			28,458,241

Cash and Cash Equivalents, beginning of period		480,181,509			437,046,560
Cash and Cash Equivalents, end of period	$	526,519,324		$	465,504,801

See accompanying notes to condensed financial statements.

United States Commodity Index Funds Trust

Notes to Condensed Financial Statements

For the period ended March 31, 2014 (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 shares (“shares”) 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 Third Amended and Restated Declaration of Trust and Trust Agreement dated as of March 22, 2013 (the “Trust Agreement”). United States Commodity Funds LLC (“USCF”) 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 shares 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 shares 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 shares 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 and a swaps firm on August 8, 2013. 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 (“USO”), the United States Natural Gas Fund, LP (“UNG”), the United States 12 Month Oil Fund, LP (“USL”), the United States Gasoline Fund, LP (“UGA”) and the United States Diesel-Heating Oil Fund, LP (“UHN”), which listed their limited partnership shares 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 USO’s, UNG’s, USL’s, UGA’s and UHN’s shares commenced trading on the NYSE Arca on November 25, 2008. USCF is also the general partner of the United States Short Oil Fund, LP (“DNO”), the United States 12 Month Natural Gas Fund, LP (“UNL”) and the United States Brent Oil Fund, LP (“BNO”), which listed their limited partnership shares 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.”

Effective as of May 1, 2012, each of USCI, CPER and USAG issue shares to certain authorized purchasers (“Authorized Purchasers”) by offering baskets consisting of 50,000 shares (“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 shares to Authorized Purchasers by offering baskets consisting of 100,000 shares through the Marketing Agent. USMI was not available to the public until June 19, 2012, and from its inception of offering, issues shares to certain Authorized Purchasers by offering baskets consisting of 50,000 shares through the Marketing Agent. The purchase price for a Creation Basket is based upon the net asset value (“NAV”) of a share 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.

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 shares. From May 1, 2012 through March 31, 2014 (and continuing at least through May 1, 2015), 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, this fee was $1,000. Shares may be purchased or sold on a nationally recognized securities exchange in smaller increments than a Creation Basket or Redemption Basket. Shares purchased or sold on a nationally recognized securities exchange are not purchased or sold at the per share 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 U.S. Securities and Exchange Commission (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

Basis of Presentation

The financial statements have been prepared in conformity with GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. Each Trust Series is an investment company and follows the accounting and reporting guidance in FASB Topic 946.

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 accounting principles generally accepted in the United States of America (“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 March 31, 2014 for any Trust Series.

Trust Capital and Allocation of Income and Losses

Profit or loss shall be allocated among the shareholders of each Trust Series in proportion to the number of shares 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.

Creations and Redemptions

Authorized Purchasers may purchase Creation Baskets or redeem Redemption Baskets for USCI, CPER, USAG and USMI only in blocks of 50,000 shares at a price equal to the NAV of the shares calculated shortly after the close of the core trading session on the NYSE Arca on the day the order is placed.

Each Trust Series receives or pays the proceeds from shares 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 shares sold, and amounts payable to Authorized Purchasers upon redemption are reflected as payable for shares redeemed.

Authorized Purchasers pay each Trust Series a fee of $350 for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets.

Calculation of Net Asset Value Per Share

Each Trust Series’ per share NAV is calculated on each NYSE Arca trading day by taking the current market value of its total assets, subtracting any liabilities and dividing the amount by the total number of shares 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 Share

Net income (loss) per share is the difference between the per share NAV at the beginning of each period and the per share NAV at the end of each period. The weighted average number of shares outstanding was computed for purposes of disclosing net income (loss) per weighted average share. The weighted average shares are equal to the number of shares outstanding at the end of the period, adjusted proportionately for shares added and redeemed based on the amount of time the shares were outstanding during such period. As of March 31, 2014, USCF held 5 shares of USCI, 40 shares of CPER, 5 shares of USAG and 5 shares of USMI.

Offering Costs

Offering costs incurred in connection with the registration of shares prior to the commencement of the offering are borne by USCF. Offering costs incurred in connection with the registration of additional shares 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 shares, USCF received 20 Sponsor Shares of USCI in exchange for the previously received capital contribution, representing a beneficial ownership interest in USCI.

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 Shares 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 Shares of CPER and purchased 40 shares of CPER in the open market. On April 13, 2012, USCF received 40 Sponsor Shares 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 Shares of USAG and on October 3, 2012, purchased 5 shares of USAG on the open market. On June 19, 2012, USCF received 40 Sponsor Shares 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 Shares of USMI and, on September 4, 2013, purchased 5 shares of USMI on the open market.

CPER, USAG and USMI received notice of effectiveness from the SEC for its registration of 30,000,000 CPER shares, 20,000,000 USAG shares and 20,000,000 USMI shares 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 shares on the NYSE Arca under the ticker symbol “CPER.” CPER established its initial per share NAV by setting the price at $25.00 and issued 100,000 shares to the initial authorized purchaser in exchange for $2,500,000 in cash on November 15, 2011. The $1,000 fee that would otherwise have been 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 shares on the NYSE Arca under the ticker symbol “USAG.” USAG established its initial per share NAV by setting the price at $25.00. On April 14, 2012, USCF purchased two 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 shares 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 $1,000 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 shares on the NYSE Arca under the ticker symbol “USMI.” USMI established its initial per share 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 shares 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 $350 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 September 4, 2013, USCF redeemed the second of two initial Creation Baskets.

USCI’s Investment Objective

USCI invests in futures contracts for commodities that are currently 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 (the NYMEX, ICE Futures, CBOT, CME, LME, COMEX and other foreign 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 non exchange traded (“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. Futures Contracts and Other Commodity-Related Investments collectively are referred to as “Commodity Interests.”

The investment objective of USCI is for the daily changes in percentage terms of its shares’ per share net asset value (“NAV”) to reflect the daily changes in percentage terms of the SummerHaven Dynamic Commodity Index Total Return^SM (the “SDCI”), less USCI’s expenses. USCF does not intend to operate USCI in a fashion such that its per share NAV will equal, in dollar terms, the spot prices of the commodities underlying the Benchmark Component Futures Contracts (as defined below) that comprise the SDCI or the prices of any particular group of Futures Contracts. USCI will not seek to achieve its stated investment objective over a period of time greater than one day. USCI believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in Futures Contracts and Other Commodity-Related Investments. The SDCI is designed to reflect the performance of a diversified group of commodities. The SDCI 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 SDCI are referred to herein as “Benchmark Component Futures Contracts.” The SDCI is owned and maintained by SummerHaven Index Management, LLC (“SummerHaven Indexing”) and calculated and published by Bloomberg, L.P. 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 a Benchmark Component Futures Contract, or may hold Other Commodity-Related Investments that are intended to replicate the return on the Benchmark Component Futures Contracts, but may fail to closely track the SDCI’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 a 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.

As of March 31, 2014, USCI held 1,870 Futures Contracts on the NYMEX, 3,231 Futures Contracts on the ICE Futures, 1,573 Futures Contracts on the CBOT, 2,007 Futures Contracts on the CME, 7,336 Futures Contracts on the LME and 547 Futures Contracts on the COMEX, totaling 16,564 futures contracts.

CPER’s Investment Objective

The investment objective of CPER is for the daily changes in percentage terms of its shares’ per share NAV to reflect the daily changes in percentage terms of the SummerHaven Copper Index Total Return^SM (the “SCITR”), less CPER’s expenses. USCF does not intend to operate CPER in a fashion such that its per share 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 SCITR or the prices of any particular group of Futures Contracts. CPER will not seek to achieve a stated investment objective over a period of time greater than one day. USCF believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in Futures Contracts and Other Copper-Related Investments (as defined below). The SCITR is designed to reflect the performance of the investment returns from a portfolio of copper futures contracts. The SCITR is owned and maintained by SummerHaven Indexing and calculated and published by the NYSE Arca. The SCITR 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 SCITR 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 March 31, 2014, CPER held 40 Futures Contracts on the COMEX.

USAG’s Investment Objective

The investment objective of USAG is for the daily changes in percentage terms of its shares’ per share NAV to reflect the daily changes in percentage terms of the SummerHaven Dynamic Agriculture Index Total Return^SM (the “SDAI”), less USAG’s expenses. USCF does not intend to operate USAG in a fashion such that its per share NAV will equal, in dollar terms, the spot prices of the commodities underlying the Benchmark Component Agriculture Futures Contracts (as defined below) that comprise the SDAI or the prices of any particular group of Futures Contracts. USAG will not seek to achieve its stated investment objective over a period of time greater than one day. USCF believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in Futures Contracts and Other Agriculture-Related Investments (as defined below). The SDAI is designed to reflect the performance of a diversified group of agricultural commodities. The SDAI is owned and maintained by SummerHaven Indexing and calculated and published by the NYSE Arca. Futures contracts for the agricultural commodities comprising the SDAI are traded on ICE Future 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 SDAI 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 SDAI 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 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 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 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 SDAI, 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 SDAI, 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.” As of March 31, 2014, USAG held 29 Futures Contracts on the ICE Futures, 11 Futures Contracts on the CME, 1 Futures Contract on the KCBT and 29 Futures Contracts on the CBOT, totaling 70 futures contracts.

USMI’s Investment Objective

The investment objective of USMI is for the daily changes in percentage terms of its shares’ per share NAV to reflect the daily changes in percentage terms of the SummerHaven Metals Index Total Return^SM (the “SDMI”), less USMI’s expenses. USCF does not intend to operate USMI in a fashion such that its per share 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 SDMI or the prices of any particular group of Futures Contracts. USMI will not seek to achieve its stated investment objective over a period of time greater than one day. USCF believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in Futures Contracts and Other Metals-Related Investments (as defined below). The SDMI is owned and maintained by SummerHaven Indexing and calculated and published by the NYSE Arca. Futures contracts for the metals in the SDMI that are traded on the NYMEX, the LME and COMEX are collectively referred to herein as “Eligible Metals Futures Contracts.” The SDMI 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 SDMI 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 SDMI, 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 March 31, 2014, USMI held 2 Futures Contracts on the NYMEX, 40 Futures Contracts on the LME and 11 Futures Contracts on the COMEX, totaling 53 futures contracts.

Other Defined Terms – Trust Series

The SDCI, the SCITR, the SDAI and the SDMI 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 Condensed 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 Condensed 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 shareholders.

NOTE 4 - FEES PAID BY EACH TRUST SERIES AND RELATED PARTY TRANSACTIONS

USCF 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 a percentage per annum of average daily total net assets. Effective as of May 29, 2012 (and continuing at through April 30, 2014), 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 through April 30, 2014), 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.

Effective May 1, 2014 and continuing through December 31, 2015, USCF has contractually agreed to lower the management fee to 0.80% per annum of average daily total net assets for USCI, 0.65% per annum of average daily total net assets for CPER, 0.65% per annum of average daily total net assets for USAG and 0.65% per annum of average daily total net assets for USMI.

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 shares subsequent to the initial offering. These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of shares, and all legal, accounting, printing and other expenses associated with such offer and sale. During the three months ended March 31, 2014 and 2013, 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, each Trust Series is responsible for paying the fees and expenses of the independent directors who also serve as audit committee members of the Trust Series and the Related Public Funds. Each Trust Series shares the fees and expenses on a pro rata basis with each other Trust Series and each Related Public Fund, as described above, based on the relative assets of each Related Public Fund computed on a daily basis. These fees and expenses for the year ending December 31, 2014 are estimated to be a total of $560,625 for the Trust Series and the Related Public Funds.

Investor Tax Reporting Cost

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 $350,000 for the year ending December 31, 2014 for USCI, $55,000 for the year ending December 31, 2014 for CPER, $55,000 for the year ending December 31, 2014 for USAG and $55,000 for the year ending December 31, 2014 for USMI.

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. 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 June 30, 2014. USCF has no obligation to continue such payments into subsequent periods. For the three months ended March 31, 2014, USCF waived $14,268 in expenses for CPER, $4,511 for USAG and $4,583 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. In no event may the aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution related services exceed 10% of the gross proceeds of each Trust Series’ offering.

The above fee does not include the following expenses, which are also borne by USCF: the cost of placing advertisements in various periodicals; website 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 the Related Public Funds’ combined net assets, (b) 0.0465% for the Related Public Funds’ combined net assets greater than $500 million but less than $1 billion, and (c) 0.035% once the Related Public Funds’ 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 shares 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 shares 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 short-term obligations of the United States of two years or less (“Treasuries”).

USCI

	For the three months ended March 31, 2014			For the three months ended March 31, 2013
Total commissions accrued to brokers	$	101,246		$	92,612
Commissions accrued as a result of rebalancing	$	98,726		$	90,204
Percentage of commissions accrued as a result of Rebalancing		97.51	%		97.40	%
Commissions accrued as a result of creation and redemption activity	$	2,520		$	2,408
Percentage of commissions accrued as a result of creation and redemption activity		2.49	%		2.60	%

The increase in the total commissions accrued to brokers by USCI for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 was primarily due to an increase in the number of contracts traded during the rebalancing periods for the three months ended March 31, 2014. As an annualized percentage of average total net assets, USCI’s figure for the three months ended March 31, 2014 represents approximately 0.08% of USCI’s average total net assets. By comparison, USCI’s figure for the three months ended March 31, 2013 represented approximately 0.07% of USCI’s average 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.

CPER

	For the three months ended March 31, 2014			For the three months ended March 31, 2013
Total commissions accrued to brokers	$	368		$	46
Commissions accrued as a result of rebalancing	$	292		$	46
Percentage of commissions accrued as a result of Rebalancing		79.38	%		100	%
Commissions accrued as a result of creation and redemption activity	$	76		$	-
Percentage of commissions accrued as a result of creation and redemption activity		20.62	%		-	%

The increase in CPER’s total commissions accrued to brokers for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013, was primarily due to an increase in the number of contracts traded during the rebalancing periods for the three months ended March 31, 2014. As an annualized percentage of average total net assets, CPER’s figure for the three months ended March 31, 2014 represents approximately 0.06% of CPER’s average total net assets. By comparison, CPER’s figure for the three months ended March 31, 2013 represented approximately 0.00% of CPER’s average 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.

USAG

	For the three months ended March 31, 2014			For the three months ended March 31, 2013
Total commissions accrued to brokers	$	401		$	571
Commissions accrued as a result of rebalancing	$	401		$	571
Percentage of commissions accrued as a result of Rebalancing		100	%		100	%
Commissions accrued as a result of creation and redemption activity	$	-		$	-
Percentage of commissions accrued as a result of creation and redemption activity		-	%		-	%

The decrease in USAG’s total commissions accrued to brokers for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013, was primarily due to a decrease in the number of futures contracts traded during the three months ended March 31, 2014. As an annualized percentage of average daily total net assets, USAG’s figure for the three months ended March 31, 2014 represents approximately 0.07% of USAG’s average daily total net assets. By comparison, USAG’s figure for the three months ended March 31, 2013 represented approximately 0.10% of USAG’s average 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.

USMI

	For the three months ended March 31, 2014			For the three months ended March 31, 2013
Total commissions accrued to brokers	$	194		$	246
Commissions accrued as a result of rebalancing	$	194		$	246
Percentage of commissions accrued as a result of Rebalancing		100	%		100	%
Commissions accrued as a result of creation and redemption activity	$	-		$	-
Percentage of commissions accrued as a result of creation and redemption activity		-	%		-	%

The decrease in USMI’s total commissions accrued to brokers for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013, was primarily due to a decrease in the number of futures contracts traded during the three months ended March 31, 2014. As an annualized percentage of average daily total net assets, USMI’s figure for the three months ended March 31, 2014 represents approximately 0.04% of USMI’s average daily total net assets. By comparison, USMI’s figure for the three months ended March 31, 2013 represented 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.

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 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 0.06% 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 paid SummerHaven an annual fee of $15,000 per each Trust Series for the year ended December 31, 2013, 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 may engage in trading options on futures contracts and 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, options on futures contracts and cleared swaps 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 March 31, 2014. 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 share NAV. Each Trust Series may be exposed to any risk of loss associated with an investment in such money market funds. As of March 31, 2014 and December 31, 2013, none of the Trust Series held investments in money market funds. Each Trust Series 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 March 31, 2014 and December 31, 2013, USCI held cash deposits and investments in Treasuries in the amounts of $562,668,687 and $494,440,076, respectively, with the custodian and futures commission merchant. As of March 31, 2014 and December 31, 2013, CPER held cash deposits and investments in Treasuries in the amounts of $3,162,361 and $2,166,695, respectively, with the custodian and futures commission merchant. As of March 31, 2014 and December 31, 2013, USAG held cash deposits and investments in Treasuries in the amounts of $2,480,075 and $2,328,626, respectively, with the custodian and futures commission merchant. As of March 31, 2014 and December 31, 2013, USMI held cash deposits and investments in Treasuries in the amounts of $2,209,215 and $2,248,304, 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 share performance data and other supplemental financial data for each Trust Series for the three months ended March 31, 2014 and 2013 for the shareholders. This information has been derived from information presented in the condensed financial statements.

USCI

	For the three months ended March 31, 2014 (Unaudited)			For the three months ended March 31, 2013 (Unaudited)
Per Share Operating Performance:
Net asset value, beginning of period	$	56.06		$	58.45
Total income (loss)		2.70			(1.29	)
Total expenses		(0.16	)		(0.16	)
Net increase (decrease) in net asset value		2.54			(1.45	)
Net asset value, end of period	$	58.60		$	57.00

Total Return		4.53	%		(2.48	)%

Ratios to Average Net Assets
Total income (loss)		4.73	%		(2.33	)%
Expenses excluding management fees*		0.20	%		0.15	%
Management fees*		0.95	%**		0.95	%**
Net income (loss)		4.45	%		(2.60	)%

*	Annualized.
**	Effective May 1, 2014 and continuing through December 31, 2015, USCF contractually agreed to lower the management fee paid by USCI to 0.80% per annum of average daily total net assets.

CPER

	For the three months ended March 31, 2014 (Unaudited)			For the three months ended March 31, 2013 (Unaudited)
Per Share Operating Performance:
Net asset value, beginning of period	$	22.92		$	25.43
Total income (loss)		(2.44	)		(1.69	)
Net expenses		(0.05	)		(0.05	)
Net increase (decrease) in net asset value		(2.49	)		(1.74	)
Net asset value, end of period	$	20.43		$	23.69

Total Return		(10.86	)%		(6.84	)%

Ratios to Average Net Assets
Total income (loss)		(9.53	)%		(6.72	)%
Management fees*		0.65	%**		0.65	%**
Total expenses excluding management fees*		2.75	%		4.02	%
Expenses waived*		(2.51	)%		(3.85	)%
Net expenses excluding management fees*		0.24	%		0.17	%
Net income (loss)		(9.75	)%		(6.92	)%

*	Annualized.
**	Effective as of May 29, 2012 (and continuing through April 30, 2014), USCF voluntarily agreed to waive the management fee paid by CPER from 0.95% to 0.65% per annum of average daily total net assets. Effective May 1, 2014 and continuing through December 31, 2015, USCF contractually agreed to lower the management fee paid by CPER to 0.65% per annum of average daily total net assets.

USAG

	For the three months ended March 31, 2014 (Unaudited)			For the three months ended March 31, 2013 (Unaudited)
Per Share Operating Performance:
Net asset value, beginning of period	$	22.79		$	25.56
Total income (loss)		3.50			(1.49	)
Net expenses		(0.06	)		(0.06	)
Net increase (decrease) in net asset value		3.44			(1.55	)
Net asset value, end of period	$	26.23		$	24.01

Total Return		15.09	%		(6.06	)%

Ratios to Average Net Assets
Total income (loss)		14.46	%		(5.97	)%
Management fees*		0.80	%**		0.80	%**
Total expenses excluding management fees*		0.99	%		5.13	%
Expenses waived*		(0.75	)%		(4.87	)%
Net expenses excluding management fees*		0.24	%		0.26	%
Net income (loss)		14.20	%		(6.23	)%

*	Annualized.

Effective as of May 29, 2012 (and continuing through April 30, 2014), USCF voluntarily agreed to waive the management fee paid by USAG from 0.95% to 0.80% per annum of average daily total net assets. Effective May 1, 2014 and continuing through December 31, 2015, USCF contractually agreed to lower the management fee paid by USAG to 0.65% per annum of average daily total net assets.

USMI

	For the three months ended March 31, 2014 (Unaudited)			For the three months ended March 31, 2013 (Unaudited)
Per Share Operating Performance:
Net asset value, beginning of period	$	21.97		$	26.47
Total income (loss)		(0.09	)		(1.24	)
Net expenses		(0.05	)		(0.06	)
Net increase (decrease) in net asset value		(0.14	)		(1.30	)
Net asset value, end of period	$	21.83		$	25.17

Total Return		(0.64	)%		(4.91	)%

Ratios to Average Net Assets
Total income (loss)		(0.40	)%		(4.69	)%
Management fees*		0.70	%**		0.70	%**
Total expenses excluding management fees*		1.05	%		4.77	%
Expenses waived*		(0.84	)%		(4.57	)%
Net expenses excluding management fees*		0.21	%		0.20	%
Net income (loss)		(0.62	)%		(4.91	)%

*	Annualized.

Effective as of May 30, 2012 (and continuing through April 30, 2014), USCF voluntarily 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. Effective May 1, 2014 and continuing through December 31, 2015, USCF contractually agreed to lower the management fee paid by USMI to 0.65% per annum of average daily total net assets.

Total returns are calculated based on the change in value during the period. An individual shareholder’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 March 31, 2014 using the fair value hierarchy:

At March 31, 2014	Total		Level I		Level II		Level III
Short-Term Investments	$	309,955,163	$	309,955,163	$	—	$	—
Exchange-Traded Futures Contracts
Foreign Contracts		1,686,671		1,686,671		—		—
United States Contracts		7,620,452		7,620,452		—		—

During the three months ended March 31, 2014, there were no transfers between Level I and Level II.

The following table summarizes the valuation of USCI’s securities at December 31, 2013 using the fair value hierarchy:

At December 31, 2013	Total		Level I		Level II		Level III
Short-Term Investments	$	325,142,075	$	325,142,075	$	—	$	—
Exchange-Traded Futures Contracts
Foreign Contracts		6,218,462		6,218,462		—		—
United States Contracts		4,571,285		4,571,285		—		—

During the year ended December 31, 2013, there were no transfers between Level I and Level II.

The following table summarizes the valuation of CPER’s securities at March 31, 2014 using the fair value hierarchy:

At March 31, 2014	Total			Level I			Level II		Level III
Short-Term Investments	$	1,329,814		$	1,329,814		$	—	$	—
Exchange-Traded Futures Contracts
United States Contracts		(95,737	)		(95,737	)		—		—

During the three months ended March 31, 2014, there were no transfers between Level I and Level II.

The following table summarizes the valuation of CPER’s securities at December 31, 2013 using the fair value hierarchy:

At December 31, 2013	Total		Level I		Level II		Level III
Short-Term Investments	$	1,599,705	$	1,599,705	$	—	$	—
Exchange-Traded Futures Contracts
United States Contracts		130,163		130,163		—		—

During the year ended December 31, 2013, there were no transfers between Level I and Level II.

The following table summarizes the valuation of USAG’s securities at March 31, 2014 using the fair value hierarchy:

At March 31, 2014	Total		Level I		Level II		Level III
Short-Term Investments	$	1,469,793	$	1,469,793	$	—	$	—
Exchange-Traded Futures Contracts
Foreign Contracts		82,333		82,333		—		—
United States Contracts		63,157		63,157		—		—

During the three months ended March 31, 2014, there were no transfers between Level I and Level II.

The following table summarizes the valuation of USAG’s securities at December 31, 2013 using the fair value hierarchy:

At December 31, 2013	Total			Level I			Level II		Level III
Short-Term Investments	$	1,499,678		$	1,499,678		$	—	$	—
Exchange-Traded Futures Contracts
Foreign Contracts		2,216			2,216			—		—
United States Contracts		(46,749	)		(46,749	)		—		—

During the year ended December 31, 2013, there were no transfers between Level I and Level II.

The following table summarizes the valuation of USMI’s securities at March 31, 2014 using the fair value hierarchy:

At March 31, 2014	Total			Level I			Level II		Level III
Short-Term Investments	$	1,099,879		$	1,099,879		$	—	$	—
Exchange-Traded Futures Contracts
Foreign Contracts		(25,884	)		(25,884	)		—		—
United States Contracts		2,108			2,108			—		—

During the three months ended March 31, 2014, there were no transfers between Level I and Level II.

The following table summarizes the valuation of USMI’s securities at December 31, 2013 using the fair value hierarchy:

At December 31, 2013	Total			Level I			Level II		Level III
Short-Term Investments	$	1,199,914		$	1,199,914		$	—	$	—
Exchange-Traded Futures Contracts
Foreign Contracts		(12,610	)		(12,610	)		—		—
United States Contracts		(33,683	)		(33,683	)		—		—

During the year ended December 31, 2013 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 March 31, 2014				Fair Value At December 31, 2013
Futures - Commodity Contracts		Assets		$	9,307,123			$	10,789,747

Fair Value of Derivative Instruments Held by CPER

Derivatives not Accounted for as Hedging Instruments		Condensed Statements of Financial Condition Location		Fair Value At March 31, 2014				Fair Value At December 31, 2013
Futures - Commodity Contracts		Assets		$	(95,737	)		$	130,163

Fair Value of Derivative Instruments Held by USAG

Derivatives not Accounted for as Hedging Instruments		Condensed Statements of Financial Condition Location		Fair Value At March 31, 2014				Fair Value At December 31, 2013
Futures – Commodity Contracts		Assets		$	145,490			$	(44,533	)

Fair Value of Derivative Instruments Held by USMI

Derivatives not Accounted for as Hedging Instruments		Condensed Statements of Financial Condition Location		Fair Value At March 31, 2014				Fair Value At December 31, 2013
Futures – Commodity Contracts		Assets		$	(23,776	)		$	(46,293	)

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

		For the three months ended March 31, 2014					For the three months ended March 31, 2013
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	$	26,871,173				$	3,087,724

	Change in unrealized loss on open positions			$	(1,482,624	)			$	(15,109,247	)

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

		For the three months ended March 31, 2014					For the three months ended March 31, 2013
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	$	5,663				$	32,050

	Change in unrealized loss on open positions			$	(225,900	)			$	(201,738	)

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

		For the three months ended March 31, 2014				For the three months ended March 31, 2013
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 (loss) on closed positions	$	160,134			$	(160,486	)

	Change in unrealized gain on open positions			$	190,023				$	11,844

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

		For the three months ended March 31, 2014					For the three months ended March 31, 2013
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	$	(31,573	)			$	(19,562	)

	Change in unrealized gain (loss) on open positions				$	22,517				$	(104,860	)

NOTE 9 – SUBSEQUENT EVENTS

The Trust and each Trust Series have performed an evaluation of subsequent events through the date the condensed 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 shares representing fractional undivided beneficial interests in USCI, CPER, USAG and USMI, respectively (“shares”), 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 Third Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated March 22, 2013. 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 domestic or 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 shares’ per share net asset value (“NAV”) to reflect the daily changes in percentage terms of the SummerHaven Dynamic Commodity Index Total Return^SM (the “SDCI”), less USCI’s expenses. USCF does not intend to operate USCI in a fashion such that its per share NAV will equal, in dollar terms, the spot prices of the commodities underlying the Benchmark Component Futures Contracts (as defined below) that comprise the SDCI or the prices of any particular group of Futures Contracts. The SDCI is owned and maintained by SummerHaven Index Management, LLC (“SummerHaven Indexing”) and calculated and published by the NYSE Arca. The SDCI is comprised of fourteen Futures Contracts that are selected on a monthly basis from a list of twenty-seven possible Futures Contracts. The Futures Contracts that at any given time make up the SDCI 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 SDCI’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 share NAV closely track the daily changes in the price of the SDCI. USCI’s positions in Commodity Interests are rebalanced on a monthly basis in order to track the changing nature of the SDCI. If Futures Contracts relating to a particular commodity remain in the SDCI 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 shares 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 shares’ per share NAV to reflect the daily changes in percentage terms of the SummerHaven Copper Index Total Return^SM (the “SCITR”), less CPER’s expenses. USCF does not intend to operate CPER in a fashion such that its per share 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 SCITR or the prices of any particular group of Futures Contracts. The SCITR is designed to reflect the performance of the investment returns form a portfolio of copper futures contracts. The SCITR is owned and maintained by SummerHaven Indexing and calculated and published by the NYSE Arca. The SCITR 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 SCITR 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, the 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 SDAI, 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.

Other Defined Terms

The SCITR, together with the SDCI, the SDAI and the SDMI 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” throughout 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 the futures exchanges 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 and also limits 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 March 31, 2014, USCI held 1,870 Futures Contracts on the NYMEX, 3,231 Futures Contracts on ICE Futures, 1,573 Futures Contracts on CBOT, 2,007 Futures Contracts on CME, 7,336 Futures Contracts on LME and 547 Futures Contracts on COMEX. CPER held 40 Futures Contracts on COMEX. USAG held 29 Futures Contracts on ICE Futures, 11 Futures Contracts on CME, 1 Futures Contract on KCBT and 29 Futures Contracts on CBOT and USMI held 2 Futures Contracts on NYMEX, 40 Futures Contracts on LME and 11 Futures Contracts on COMEX. For the three months ended March 31, 2014, 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 three months ended March 31, 2014, no Trust Series exceeded position limits imposed by the NYMEX, COMEX, CME, CBOT, KCBT or ICE Futures.

The regulation of commodity interest trading in the United States and other countries is an evolving area of the law, as exemplified by the various discussions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The various statements made in this summary are subject to modification by legislative action and changes in the rules and regulations of the CFTC, the National Futures Association (the “NFA”), the futures exchanges, clearing organizations and other regulatory bodies.

Futures Contracts and Position Limits

The CFTC is prohibited by statute from regulating trading on non-U.S. futures exchanges and markets. The CFTC, however, has adopted regulations relating to the marketing of non-U.S. futures contracts in the United States. These regulations permit certain contracts on non-U.S. exchanges to be offered and sold in the United States.

On November 5, 2013, the CFTC proposed a rulemaking that would establish specific limits on speculative positions in 28 physical commodity futures and option contracts as well as swaps that are economically equivalent to such contracts in the agriculture, energy and metals markets (the “Position Limit Rules”). On the same date, the CFTC proposed another rule addressing the circumstances under which market participants would be required to aggregate their positions with other persons under common ownership or control (the “Proposed Aggregation Requirements”). Specifically, the Position Limit Rules would, among other things: identify which contracts are subject to speculative position limits; set thresholds that restrict the number of speculative positions that a person may hold in a spot month, individual month, and all months combined; create an exemption for positions that constitute bona fide hedging transactions; impose responsibilities on designated contract markets (“DCMs”) and swap execution facilities (“SEFs”) to establish position limits or, in some cases, position accountability rules; and apply to both futures and swaps across four relevant venues: over-the-counter (“OTC”), DCMs, SEFs as well as non-U.S. located platforms. Until such time as the Position Limit Rules are adopted, the regulatory architecture in effect prior to the adoption of the Position Limit Rules will govern transactions in commodities and related derivatives (collectively, “Referenced Contracts”). Under that system, the CFTC enforces federal limits on speculation in agricultural products (e.g., corn, wheat and soy), while futures exchanges enforce position limits and accountability levels for agricultural and certain energy products (e.g., oil and natural gas). As a result, the Trust Series may be limited with respect to the size of its investments in any commodities subject to these limits. Finally, subject to certain narrow exceptions, the vacated Position Limit Rules require the aggregation, for purposes of the position limits, of all positions in the 28 Referenced Contracts held by a single entity and its affiliates, regardless of whether such position existed on U.S. futures exchanges, non-U.S. futures exchanges, in cleared swaps or in over-the-counter swaps. Under the CFTC’s existing position limit requirements and the Position Limit Rules, a market participant is generally required to aggregate all positions for which that participant controls the trading decision with all positions for which that participant has a 10 percent or greater ownership interest in an account or position, as well as the positions of two or more persons acting pursuant to an express or implied agreement or understanding. At this time, it is unclear how the Proposed Aggregation Requirements may affect a Trust Series, but it may be substantial and adverse. By way of example, the Proposed Aggregation Requirements in combination with the Position Limit Rules may negatively impact the ability of a Trust Series to meet its investment objectives through limits that may inhibit USCF’s ability to sell additional Creation Baskets of a Trust Series.

Based on its current understanding of the final position limit regulations, USCF does not anticipate significant negative impact on the ability of the Trust Series to achieve their investment objectives.

“Swap” Transactions

The Dodd-Frank Act imposes regulatory requirements on certain “swap” transactions that a Trust Series is authorized to engage in that may ultimately impact the ability of a 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 swaps.” 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 (“derivative clearing organizations” or “DCOs”), if the CFTC mandates the central clearing of a particular contract. On November 28, 2012, the CFTC issued its final clearing determination requiring that certain credit default swaps and interest rate swaps be cleared by registered DCOs. This is the CFTC’s first clearing determination under the Dodd-Frank Act and became effective on February 11, 2013. Beginning on March 11, 2013, “swap dealers,” “major swap participants” and certain active funds were required to clear certain credit default swaps and interest rate swaps; and beginning on June 10, 2013, commodity pools, certain private funds and entities predominantly engaged in financial activities were required to clear the same types of swaps. As a result, if a Trust Series enters into or has entered into certain interest rate and credit default swaps on or after June 10, 2013, such swaps will be required to be centrally cleared. Determination on other types of swaps are expected in the future, and, when finalized, could require each Trust Series to centrally clear certain over-the-counter instruments presently entered into and settled on a bi-lateral basis. If a swap is required to be cleared, the initial margin will be set by the clearing organizations, 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.”

The Dodd-Frank Act also requires that certain swaps determined to be available to trade on a SEF must be executed over such a facility. On June 5, 2013, the CFTC published a final rule regarding the obligations of SEFs, including the obligation for facilities offering multiple person execution services to register as a SEF by October 2, 2013. Based upon applications filed by several SEFs with the CFTC, the CFTC has determined that certain interest rate swaps and credit default index swaps are available to trade on SEFs and beginning on February 15, 2014, certain interest rate swaps and credit default index swaps must be executed on a SEF.

On November 14, 2013, the CFTC’s Division of Clearing and Risk, Division of Market Oversight and Division of Swap Dealer and Intermediary Oversight published guidance with respect to the application of certain CFTC rules on SEFs. That guidance clarified that SEFs could not restrict access to participants who are permitted to trade swaps and that SEFs may not require participants to have breakage agreements in place with other counterparties.

On April 11, 2013, the CFTC published a final rule to exempt swaps between certain affiliated entities within a corporate group from the clearing requirement. The rule permits affiliated counterparties to elect not to clear a swap subject to the clearing requirement if, among other things, the counterparties are majority-owned affiliates whose financial statements are included in the same consolidated financial statements and whose swaps are documented and subject to a centralized risk management program. However, the exemption does not apply to swaps entered into by affiliated counterparties with unaffiliated counterparties.

On November 14, 2013, the CFTC published final regulations that require enhanced customer protections, risk management programs, internal monitoring and controls, capital and liquidity standards, customer disclosures and auditing and examination programs for FCMs. The rules are intended to afford greater assurances to market participants that customer segregated funds and secured amounts are protected, customers are provided with appropriate notice of the risks of futures trading and of the FCMs with which they may choose to do business, FCMs are monitoring and managing risks in a robust manner, the capital and liquidity of FCMs are strengthened to safeguard the continued operations and the auditing and examination programs of the CFTC and the self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.

On April 5, 2013, the CFTC’s Division of Clearing and Risk issued a letter granting no-action relief from certain swap data reporting requirements for swaps entered into between affiliated counterparties. In general, the letter grants relief from, among others: real-time, historical and regular swap reporting (under Part 43, Part 45 and Part 46 of the CFTC’s regulations, respectively).

On November 6, 2013, the CFTC published a final rule that imposes requirements on swap dealers and major swap participants with respect to the treatment of collateral posted by their counterparties to margin, guarantee, or secure uncleared swaps. In other words, the rule places restrictions on what swap dealers and major swap participants can do with collateral posted by each Trust Series in connection with uncleared swaps.

In addition to the rules and regulations imposed under the Dodd-Frank Act, swap dealers that are European banks may also be subject to European Market Infrastructure Regulation (“EMIR”). These regulations have not yet been fully implemented.

General Regulation Applicable to each Trust Series

On August 12, 2013, the CFTC issued final rules establishing compliance obligations for commodity pool operators (“CPOs”) of investment companies registered under the Investment Company Act of 1940 (the “Investment Company Act”) that are required to register due to recent changes to CFTC Regulation 4.5. The final rules were issued in a CFTC release entitled “Harmonization of Compliance Obligations for Registered Investment Companies Required to Register as Commodity Pool Operators.” For entities that are registered with both the CFTC and the SEC, the CFTC will accept the SEC’s disclosure, reporting and recordkeeping regime as substituted compliance for substantially all of Part 4 of the CFTC’s regulations, so long as they comply with comparable requirements under the SEC’s statutory and regulatory compliance regime. Thus, the final rules (the “Harmonization Rules”) allow dually registered entities to meet certain CFTC regulatory requirements for CPOs by complying with SEC rules to which they are already subject. Although none of the Trust Series is a registered investment company under the Investment Company Act, the Harmonization Rules amended certain CFTC disclosure rules to make the requirements for all CPOs to periodically update their disclosure documents consistent with those of the SEC. This change will decrease the burden to the Trust Series and USCF of having to comply with inconsistent regulatory requirements. It is not known whether the CFTC will make additional amendments to its disclosure, reporting and recordkeeping rules to further harmonize these obligations with those of the SEC as they apply to the Trust Series and USCF, but any such further rule changes could result in additional operating efficiencies for the Trust Series and USCF.

As the regulatory requirements are constantly evolving, it is difficult to predict the effect any regulatory changes may have on the Trust Series.

Commodity Markets

Commodity Futures Price Movements

Three Months Ended March 31, 2014

As measured by the four major diversified commodity indexes listed below, commodity futures prices exhibited an upward trend during the three months ended March 31, 2014. The table below compares the total returns of the SDCI to the three major diversified commodity indexes over this time period.

SummerHaven Dynamic Commodity Index Total Return^SM(1)	4.78	%
S&P GSCI Commodity Index (GSCI^®) Total Return⁽²⁾	2.94	%
Dow Jones-UBS Commodity Index Total Return^SM(2)	6.99	%
Deutsche Bank Liquid Commodity Index-Optimum Yield Total Return^TM(2)	3.76	%

⁽¹⁾

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

⁽²⁾

Source: Bloomberg

The value of the SDCI as of December 31, 2013 was 1,678.73. As of March 31, 2014, the value of the SDCI was 1,758.97, up approximately 4.78% over the three months ended March 31, 2014.

The return of approximately 4.78% on the SDCI 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. USCI’s per share NAV began the year at $56.06 and ended the period at $58.60 on March 31, 2014, an increase of approximately 4.53% over the period. USCI’s per share NAV reached its high for the period on March 6, 2014, 2014 at $58.89 and reached its low for the period on January 9, 2014 at $54.77. See “Tracking the SDCI” below for information about how expenses and income affect USCI’s per share NAV.

Copper Markets

Copper Futures Price Movements

Three Months Ended March 31, 2014

As measured by the two major copper indexes, copper futures prices exhibited daily swings with a downward trend during the three months ended March 31, 2014. The table below compares the total returns of the SCITR to the Dow Jones-UBS Copper Subindex Total Return over this time period.

SummerHaven Copper Index Total Return^TM(1)			(10.63	)%
Dow Jones-UBS Copper Subindex Total Return⁽²⁾			(10.83	)%

	⁽¹⁾	The inception date for the SummerHaven Copper Index Total Return^TM is November 2010.
	⁽²⁾	Source: Bloomberg

The value of the SCITR as of December 31, 2013 was 1,114.30. As of March 31, 2014, the value of the SCITR was 995.85, down approximately 10.63% over the three months ended March 31, 2014.

The return of approximately (10.63)% on the SCITR 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. CPER’s per share NAV began the year at $22.92 and ended the period at $20.43 on March 31, 2014, a decrease of approximately 10.86% over the period. CPER’s per share NAV reached its high for the period on January 2, 2014 at $22.82 and reached its low for the period on March 13, 2014 at $19.75. See “Tracking the SCITR” for information about how expenses and income affect CPER’s per share NAV.

Agriculture Markets

Agriculture Futures Price Movements

Three Months Ended March 31, 2014

As measured by the four major agriculture indexes listed below, agriculture futures prices exhibited moderate daily swings along with an upward trend during the three months ended March 31, 2014. The table below compares the total returns of the SDAI to the three major agriculture indexes over this time period.

SummerHaven Dynamic Agriculture Index Total Return^SM(1)	15.65	%
S&P GSCI® Agriculture Index Total Return⁽²⁾	15.92	%
Dow Jones-UBS Agriculture Total Return Sub-index^SM(2)	16.51	%
Deutsche Bank Liquid Commodity Index-Optimum Yield Agriculture Return^TM(2)	9.56	%

⁽¹⁾	The inception date for the SummerHaven Dynamic Agriculture Index Total Return^SM is September 2010.
⁽²⁾	Source: Bloomberg

The value of the SDAI as of December 31, 2013 was 324.11. As of March 31, 2014, the value of the SDAI was 374.83, up approximately 15.65% over the three months ended March 31, 2014.

The return of approximately 15.65% on the SDAI 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. USAG’s per share NAV began the year at $22.79 and ended the period at $26.23 on March 31, 2014, an increase of approximately 15.09% over the period. USAG’s per share NAV reached its high for the period on March 19, 2014 at $26.39 and reached its low for the period on January 9, 2014 at $22.56. See “Tracking the SDAI” below for information about how expenses and income affect USAG’s per share NAV.

Metals Markets

Metals Futures Price Movements

Three Months Ended March 31, 2014

As measured by the four major metals indexes listed below, metals futures prices exhibited moderate daily swings along with a downward trend during the three months ended March 31, 2014. The table below compares the total returns of the SDMI to the three major metals indexes over this time period.

SummerHaven Metals Index Total Return^SM(1)	0.00	%
Rogers International Commodity Index^®-Metals Total Return⁽²⁾	(1.31	)%
Dow Jones-UBS Industrial Metals Total Return Sub-index^SM(2)	(4.55	)%
Deutsche Bank Liquid Commodity Index-Optimum Yield Industrials Metals Total Return^TM(2)	(5.10	)%

⁽¹⁾	The inception date for the SummerHaven Metals Index Total Return^SM is September 2010.
⁽²⁾	Source: Bloomberg

The value of the SDMI as December 31, 2013 was 727.17. As of March 31, 2014, the value of the SDMI was 727.18, which was essentially unchanged over the three months ended March 31, 2014.

The return of approximately 0.00% on the SDMI 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. USMI’s per share NAV began the year at $21.97 and ended the period at $21.83 on March 31, 2014, a decrease of approximately 0.64% over the period. USMI’s per share NAV reached its high for the period on March 6, 2014 at $22.81 and reached its low for the period on February 4, 2014 at $21.42. See “Tracking the SDMI” below for information about how expenses and income affect USMI’s per share NAV.

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

Each Trust Series’ NAV is calculated once each NYSE Arca trading day. The per share 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 shares on Form S-1 with the SEC. On August 10, 2010, USCI listed its shares on the NYSE Arca under the ticker symbol “USCI.” USCI established its initial offering per share NAV by setting the price at $50.00 and issued 100,000 shares to the initial authorized purchaser in exchange for $5,000,000 in cash on August 10, 2010. USCI 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 shares 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 agreed not to resell the shares comprising such basket except that it may require the initial Authorized Purchaser to repurchase all of these shares at a per share price equal to USCI’s per share NAV within five days following written notice from USCF, subject to the conditions that: (i) on the date of repurchase, the initial Authorized Purchaser must immediately redeem these shares in accordance with the terms of the Authorized Purchaser Agreement and (ii) immediately following such redemption at least 100,000 shares of USCI remain outstanding. USCF held such initial Creation Basket until September 3, 2010, at which time the initial Authorized Purchaser repurchased the shares comprising such basket in accordance with the specified conditions noted above. On September 14, 2011, USCF redeemed the 20 Sponsor Shares of USCI, and on September 19, 2011, USCF purchased 5 shares of USCI in the open market.

Since its initial offering of 50,000,000 shares, USCI has not registered any subsequent offerings of its shares. As of March 31, 2014, USCI had issued 14,350,000 shares, 9,750,000 of which were outstanding. As of March 31, 2014, there were 35,650,000 shares registered but not yet issued. More shares may have been issued by USCI than are outstanding due to the redemption of shares.

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 Shares 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 Shares of CPER and purchased 40 shares of CPER in the open market. On April 13, 2012, USCF received 40 Sponsor Shares 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 shares of USAG and on October 3, 2012, purchased 5 shares of USAG on the open market. On June 19, 2012, USCF received 40 Sponsor Shares 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 shares of USMI and, on September 4, 2013, USCF purchased 5 shares of USMI on the open market.

CPER, USAG and USMI received notice of effectiveness from the SEC for its registration of 30,000,000 CPER shares, 20,000,000 USAG shares and 20,000,000 USMI shares 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 shares on the NYSE Arca under the ticker symbol “CPER.” CPER established its initial offering per share NAV by setting the price at $25.00 and issued 100,000 shares to the initial authorized purchaser in exchange for $2,500,000 in cash on November 15, 2011. The $1,000 fee that would otherwise have been 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 shares, CPER has not registered any subsequent offerings of its shares. As of March 31, 2014, CPER had issued 200,000 shares, 150,000 of which were outstanding. As of March 31, 2014, there were 29,800,000 shares registered but not yet issued. More shares may have been issued by CPER than are outstanding due to the redemption of shares.

On April 13, 2012, USAG listed its shares on the NYSE Arca under the ticker symbol “USAG.” USAG established its initial per share NAV by setting the price at $25.00. On April 14, 2012, USCF purchased two 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 shares 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 shares, USAG has not registered any subsequent offerings of its shares. As of March 31, 2014, USAG had issued 200,000 shares, 100,000 of which were outstanding. As of March 31, 2014, there were 19,800,000 shares registered but not yet issued. More shares may have been issued by USAG than are outstanding due to the redemption of shares.

On June 19, 2012, USMI listed its shares on the NYSE Arca under the ticker symbol “USMI.” USMI established its initial per share 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 shares 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 September 4, 2013, USCF redeemed the second of two initial Creation Baskets of USMI.

Since its initial offering of 20,000,000 shares, USMI has not registered any subsequent offerings of its shares. As of March 31, 2014, USMI had issued 200,000 shares, 100,000 of which were outstanding. As of March 31, 2014, there were 19,800,000 shares registered but not yet issued. More shares may have been issued by USMI than are outstanding due to the redemption of shares.

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

As of March 31, 2014, 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., Newedge USA LLC and Virtu Financial BD LLC.

As of March 31, 2014, CPER, USAG and 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 Three Months Ended March 31, 2014 Compared to the Three Months Ended March 31, 2013

USCI

	For the three months ended March 31, 2014			For the three months ended March 31, 2013
Per share net asset value, end of period	$	58.60		$	57.00
Average daily total net assets	$	537,902,813		$	511,484,072
Cash deposits and investments in Treasuries	$	562,668,687		$	528,220,328
Interest income earned on Treasuries, cash and/or cash equivalents	$	70,654		$	81,796
Percentage of cash assets held as overnight deposits and investments in Treasuries at custodian		92.34	%		86.95	%
Percentage of cash assets held as investments in Treasuries and margin deposits for Futures Contracts		7.66	%		13.05	%
Annualized yield based on average daily total net assets		0.05	%		0.06	%
Total unrealized gain (loss) on Futures Contracts	$	9,307,123		$	(20,330,147	)
Management fee	$	1,260,019		$	1,198,134
Total fees and other expenses excluding management fees	$	260,303		$	191,353
Directors’ fees and expenses for Related Public Funds for the years ended 12/31/14 and 12/31/13	$	560,625		$	555,465
USCI’s portion of the directors’ fees and expenses	$	109,683		$	104,184
Fees and expenses related to the registration or offering of additional shares	$	-		$	-
Estimated audit, tax accounting and reporting fees and expenses for the years ended 12/31/14 and 12/31/13	$	350,000		$	400,000
Total commissions accrued to brokers	$	101,246		$	92,612
Total commissions as annualized percentage of average total net assets		0.08	%		0.07	%
Commissions accrued as a result of rebalancing	$	98,726		$	90,204
Percentage of commissions accrued as a result of rebalancing		97.51	%		97.40	%
Commissions accrued as a result of creation and redemption activity	$	2,520		$	2,408
Percentage of commissions accrued as a result of creation and redemption activity		2.49	%		2.60	%

The increase in the per share NAV for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013 was primarily due to the increase in the values of the Futures Contracts held by USCI. The increase in cash assets in overnight deposits and investments in Treasuries for the three months ended March 31, 2014, as compared to the three months ended March 31 2013, was the result of USCI’s greater size during the three months ended March 31, 2014 as measured by total net assets.

Average interest rates earned on short-term investments held by USCI, including cash equivalents and Treasuries, were similar during the three months ended March 31, 2014 compared to the three months ended March 31, 2013. As a result, the amount of income earned by USCI as a percentage of average total net assets was similar during the three months ended March 31, 2014 compared to the three months ended March 31, 2013.

The increase in total fees and expenses excluding management fees for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 was due to an increase in certain of USCI’s operating expenses during the three months ended March 31, 2014. The increase in the total commissions accrued to brokers by USCI for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 was primarily due to an increase in the number of contracts traded during the rebalancing periods for the three months ended March 31, 2014.

CPER

	For the three months ended March 31, 2014			For the three months ended March 31, 2013
Per share net asset value, end of period	$	20.43		$	23.69
Average daily total net assets	$	2,303,589		$	2,519,243
Cash deposits and investments in Treasuries	$	3,162,361		$	2,565,844
Interest income earned on Treasuries, cash and/or cash equivalents	$	306		$	451
Percentage of cash assets held as overnight deposits and investments in Treasuries at custodian		87.66	%		80.72	%
Percentage of cash assets held as investments in Treasuries and margin deposits for the Futures Contracts		12.34	%		19.28	%
Annualized yield based on average daily total net Assets		0.05	%		0.07	%
Total unrealized loss on Futures Contracts	$	(95,737	)	$	(195,163	)
Management fee	$	3,692		$	4,038
Total fees and other expenses excluding management fees	$	15,624		$	24,982
Directors’ fees and expenses for Related Public Funds for the years ended 12/31/14 and 12/31/13	$	560,625		$	555,465
CPER’s portion of the directors’ fees and expenses	$	494		$	488
Fees and expenses related to the registration or offering of additional shares	$	-		$	-
Total amount of the expense waiver	$	14,268		$	23,895
Expenses before allowance for the expense waiver	$	19,316		$	29,020
Expenses after allowance for the expense waiver	$	5,048		$	5,125
Estimated audit, tax accounting and reporting fees and expenses for the years ended 12/31/14 and 12/31/13	$	55,000		$	60,000
Total commissions accrued to brokers	$	368		$	46
Total commissions as annualized percentage of average total net assets		0.06	%		0.00	%
Commissions accrued as a result of rebalancing	$	292		$	46
Percentage of commissions accrued as a result of rebalancing		79.38	%		100	%
Commissions accrued as a result of creation and redemption activity	$	76		$	-
Percentage of commissions accrued as a result of creation and redemption activity		20.62	%		-	%

The decrease in the per share NAV for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, was primarily due to the decrease in the values of the Futures Contracts that CPER held. The increase in cash assets in overnight deposits and investments in Treasuries for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, was the result of CPER’s larger size as of March 31, 2014 as measured by total net assets.

Average interest rates earned on short-term investments held by CPER, including cash equivalents and Treasuries, were similar during the three months ended March 31, 2014 compared to the three months ended March 31, 2013. As a result, the amount of income earned by CPER as a percentage of average total net assets was similar during the three months ended March 31, 2014 compared to the three months ended March 31, 2013.

The decrease in gross total fees and expenses excluding management fees for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 was primarily due to a decrease in certain of CPER’s operating expenses during the three months ended March 31, 2014. The increase in CPER’s total commissions accrued to brokers for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013, was primarily due to an increase in the number of contracts traded during the rebalancing periods for three months ended March 31, 2014.

USAG

	For the three months ended March 31, 2014			For the three months ended March 31, 2013
Per share net asset value, end of period	$	26.23		$	24.01
Average daily total net assets	$	2,423,654		$	2,486,063
Cash deposits and investments in Treasuries	$	2,480,075		$	2,510,572
Interest income earned on Treasuries, cash and/or cash equivalents	$	308		$	467
Percentage of cash assets held as overnight deposits and investments in Treasuries at custodian		91.62	%		80.35	%
Percentage of cash assets held as investments in Treasuries and margin deposits for the Futures Contracts		8.38	%		19.65	%
Annualized yield based on average daily total net Assets		0.05	%		0.08	%
Total unrealized gain (loss) on Futures Contracts	$	145,490		$	(107,311	)
Management fee	$	4,781		$	4,904
Total fees and other expenses excluding management fees	$	5,942		$	31,433
Directors’ fees and expenses for Related Public Funds for the years ended 12/31/14 and 12/31/13	$	560,625		$	555,465
USAG’s portion of the directors’ fees and expenses	$	542		$	471
Fees and expenses related to the registration or offering of additional shares	$	-		$	-
Total amount of the expense waiver	$	4,511		$	29,683
Expenses before allowance for the expense waiver	$	10,723		$	36,337
Expenses after allowance for the expense waiver	$	6,212		$	6,474
Estimated audit, tax accounting and reporting fees and expenses for the years ended 12/31/14 and 12/31/13	$	55,000		$	60,000
Total commissions accrued to brokers	$	401		$	571
Total commissions as annualized percentage of average total net assets		0.07	%		0.10	%
Commissions accrued as a result of rebalancing	$	401		$	571
Percentage of commissions accrued as a result of rebalancing		100	%		100	%
Commissions accrued as a result of creation and redemption activity	$	-		$	-
Percentage of commissions accrued as a result of creation and redemption activity		-	%		-	%

The increase in the per share NAV for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, was primarily due to the increase in the values of the Futures Contracts that USAG held. The decrease in cash assets in overnight deposits and investments in Treasuries for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, was the result of USAG’s smaller average size as of March 31, 2014 as measured by average total net assets.

Average interest rates earned on short-term investments held by USAG, including cash equivalents and Treasuries, were similar during the three months ended March 31, 2014 compared to the three months ended March 31, 2013. As a result, the amount of income earned by USAG as a percentage of average total net assets was similar during the three months ended March 31, 2014 compared to the three months ended March 31, 2013.

The decrease in gross total fees and expenses excluding management fees for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 was primarily due to a decrease in USAG’s other operating expenses during the three months ended March 31, 2014. The decrease in USAG’s total commissions accrued to brokers for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013, was primarily due to a decrease in the number of futures contracts traded during the three months ended March 31, 2014.

USMI

	For the three months ended March 31, 2014			For the three months ended March 31, 2013
Per share net asset value, end of period	$	21.83		$	25.17
Average daily total net assets	$	2,209,025		$	2,643,731
Cash deposits and investments in Treasuries	$	2,209,215		$	2,578,489
Interest income earned on Treasuries, cash and/or cash equivalents	$	256		$	446
Percentage of cash assets held as overnight deposits and investments in Treasuries at custodian		85.76	%		82.61	%
Percentage of cash assets held as investments in Treasuries and margin deposits for the Futures Contracts		14.24	%		17.39	%
Annualized yield based on average daily total net Assets		0.05	%		0.07	%
Total unrealized loss on Futures Contracts	$	(23,776	)	$	(58,802	)
Management fee	$	3,813		$	4,563
Total fees and other expenses excluding management fees	$	5,730		$	31,113
Directors’ fees and expenses for Related Public Funds for the years ended 12/31/14 and 12/31/13	$	560,625		$	555,465
USMI’s portion of the directors’ fees and expenses	$	514		$	493
Fees and expenses related to the registration or offering of additional shares	$	-		$	-
Total amount of the expense waiver	$	4,583		$	29,804
Expenses before allowance for the expense waiver	$	9,543		$	35,676
Expenses after allowance for the expense waiver	$	4,960		$	5,872
Estimated audit, tax accounting and reporting fees and expenses for the years ended 12/31/14 and 12/31/13	$	55,000		$	60,000
Total commissions accrued to brokers	$	194		$	246
Total commissions as annualized percentage of average total net assets		0.04	%		0.04	%
Commissions accrued as a result of rebalancing	$	194		$	246
Percentage of commissions accrued as a result of rebalancing		100	%		100	%
Commissions accrued as a result of creation and redemption activity	$	-		$	-
Percentage of commissions accrued as a result of creation and redemption activity		-	%		-	%

The decrease in the per share NAV for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, was primarily due to the decrease in the values of the Futures Contracts that USMI held. The decrease in cash assets in overnight deposits and investments in Treasuries for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, was the result of USMI’s smaller size as of March 31, 2014 as measured by total net assets.

Average interest rates earned on short-term investments held by USMI, including cash equivalents and Treasuries, were similar during the three months ended March 31, 2014 compared to the three months ended March 31, 2013. As a result, the amount of income earned by USMI as a percentage of average total net assets was similar during the three months ended March 31, 2014 compared to the three months ended March 31, 2013.

The decrease in gross total fees and expenses excluding management fees for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 was primarily due to a decrease in USMI’s other operating expenses during the three months ended March 31, 2014. The decrease in USMI’s total commissions accrued to brokers for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013, was primarily due to a decrease in the total number of futures contracts traded during the three months ended March 31, 2014.

Tracking Each Trust Series’ Benchmark

USCF seeks to manage each Trust Series’ portfolio such that changes in its average daily per share 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 share 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 share 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 share 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 March 31, 2014, the simple average daily change in the SDCI was 0.073%, while the simple average daily change in the per share NAV of USCI over the same time period was 0.072%. 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 SDCI, the average error in daily tracking by the per share NAV was 0.16%, meaning that over this time period USCI’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of USCI’s shares to the public on August 10, 2010 to March 31, 2014, the simple average daily change in the SDCI was 0.026%, while the simple average daily change in the per share NAV of USCI over the same time period was 0.021%. 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 SDCI, the average error in daily tracking by the per share NAV was (11.73)%, meaning that over this time period USCI’s tracking error was not within the plus or minus 10% range established as its benchmark tracking goal. The following two graphs demonstrate the correlation between the changes in USCI’s NAV and the changes in the SDCI. The first graph exhibits the daily changes for the last 30 valuation days ended March 31, 2014; the second graph measures the monthly changes from March 31, 2011 through March 31, 2014.

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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

For the three months ended March 31, 2014, the actual total return of USCI as measured by changes in its per share NAV was 4.53%. This is based on an initial per share NAV of $56.06 as of December 31, 2013 and an ending per share NAV as of March 31, 2014 of $58.60. During this time period, USCI made no distributions to its shareholders. However, if USCI’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the SDCI, USCI would have had an estimated per share NAV of $58.74 as of March 31, 2014, for a total return over the relevant time period of 4.78%. The difference between the actual per share NAV total return of USCI of 4.53% and the expected total return based on the SDCI of 4.78% was an error over the time period of (0.25)%, which is to say that USCI’s actual total return underperformed the SDCI result by that percentage. USCF believes that a portion of the difference between the actual total return and the expected SDCI 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 three months ended March 31, 2014, USCI earned interest income of $70,654, which is equivalent to a weighted average income rate of approximately 0.05% for such period. In addition, during the three months ended March 31, 2014, USCI also collected $3,150 from its Authorized Purchasers for creating or redeeming baskets of shares. 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 three months ended March 31, 2014, USCI incurred total expenses of $1,520,322. Income from interest and Authorized Purchaser collections net of expenses was $(1,446,518), which is equivalent to an annualized weighted average net income rate of approximately (1.09)% for the three months ended March 31, 2014.

By comparison, for the three months ended March 31, 2013, the actual total return of USCI as measured by changes in its per share NAV was (2.48)%. This was based on an initial per share NAV of $58.45 as of December 31, 2012 and an ending per share NAV as of March 31, 2013 of $57.00. During this time period, USCI made no distributions to its shareholders. However, if USCI’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the SDCI, USCI would have had an estimated per share NAV of $57.24 as of March 31, 2013, for a total return over the relevant time period of (2.07)%. The difference between the actual per share NAV total return of USCI of (2.48)% and the expected total return based on the SDCI of (2.07)% was an error over the time period of (0.41)%, which is to say that USCI’s actual total return underperformed the SDCI result by that percentage. USCF believes that a portion of the difference between the actual total return and the expected SDCI total return can be attributed to the net impact of the expenses that USCI paid, offset in part by the income that USCI collects on its cash and cash equivalent holdings. During the three months ended March 31, 2013, USCI earned interest income of $81,796, which is equivalent to a weighted average income rate of approximately 0.06% for such period. In addition, during the three months ended March 31, 2013, USCI also collected $4,900 from its Authorized Purchasers for creating or redeeming baskets of shares. 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 three months ended March 31, 2013, USCI incurred total expenses of $1,389,487. Income from interest and Authorized Purchaser collections net of expenses was $(1,302,791), which is equivalent to an annualized weighted average net income rate of approximately (1.03)% for the three months ended March 31, 2013.

CPER

For the 30-valuation days ended March 31, 2014, the simple average daily change in the SCITR was (0.233)%, while the simple average daily change in the per share NAV of CPER over the same time period was (0.237)%. The average daily difference was (0.004)% (or (0.4) basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the SCITR, the average error in daily tracking by the per share NAV was (2.52)%, meaning that over this time period CPER’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of CPER’s shares to the public on November 15, 2011 to March 31, 2014, the simple average daily change in the SCITR was (0.021)%, while the simple average daily change in the per share NAV of CPER over the same time period was (0.026)%. 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 SCITR, the average error in daily tracking by the per share NAV was (5.32)%, 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 following two graphs demonstrate the correlation between the changes in CPER’s NAV and the changes in the SCITR. The first graph exhibits the daily changes for the last 30 valuation days ended March 31, 2014; the second graph measures the monthly changes from March 31, 2012 through March 31, 2014.

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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

For the three months ended March 31, 2014, the actual total return of CPER as measured by changes in its per share NAV was (10.86)%. This is based on an initial per share NAV of $22.92 as of December 31, 2013 and an ending per share NAV as of March 31, 2014 of $20.43. During this time period, CPER made no distributions to its shareholders. However, if CPER’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the SCITR, CPER would have had an estimated per share NAV of $20.48 as of March 31, 2014, for a total return over the relevant time period of (10.65)%. The difference between the actual per share NAV total return of CPER of (10.86)% and the expected total return based on the SCITR of (10.65)% was an error over the time period of (0.21)%, which is to say that CPER’s actual total return underperformed the SCITR result by that percentage. USCF believes that a portion of the difference between the actual total return and the expected SCITR 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 three months ended March 31, 2014, CPER earned interest income of $306, which is equivalent to a weighted average income rate of approximately 0.05% for such period. In addition, during the three months ended March 31, 2014, CPER also collected $350 from its Authorized Purchasers for creating or redeeming baskets of shares. 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 three months ended March 31, 2014, CPER incurred net expenses of $5,048. Income from interest net of expenses was $(4,392), which is equivalent to a weighted average net income rate of approximately (0.77)% for the three months ended March 31, 2014.

By comparison, for the three months ended March 31, 2013, the actual total return of CPER as measured by changes in its per share NAV was (6.84)%. This was based on an initial per share NAV as of $25.43 as of December 31, 2012 and an ending per share NAV as of March 31, 2013 of $23.69. During this time period, CPER made no distributions to its shareholders. However, if CPER’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the SCITR, CPER would have had an estimated per share NAV of $23.78 as of March 31, 2013, for a total return over the relevant time period of (6.49)%. The difference between the actual per share NAV total return of CPER of (6.84)% and the expected total return based on the SCITR of (6.49)% was an error over the time period of (0.35)%, which is to say that CPER’s actual total return underperformed the SCITR result by that percentage. USCF believes that a portion of the difference between the actual total return and the expected SCITR total return can be attributed to the net impact of the expenses that CPER paid, offset in part by the income that CPER collects on its cash and cash equivalent holdings. During the three months ended March 31, 2013, CPER earned interest income of $451, which is equivalent to a weighted average income rate of approximately 0.07% for such period. During the three months ended March 31, 2013, CPER did not collect any fees from its Authorized Purchasers for creating or redeeming baskets of shares. During the three months ended March 31, 2013, CPER incurred net expenses of $5,125. Income from interest and Authorized Purchaser collections net of expenses was $(4,674), which is equivalent to a weighted average net income rate of approximately (0.75)% for the three months ended March 31, 2013.

USAG

For the 30-valuation days ended March 31, 2014, the simple average daily change in the SDAI was 0.336%, while the simple average daily change in the per share NAV of USAG over the same time period was 0.328%. The average daily difference was (0.08)% (or (0.8) basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the SDAI, the average error in daily tracking by the per share NAV was (1.74)%, meaning that over this time period USAG’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of USAG’s shares to the public on April 13, 2012 to March 31, 2014, the simple average daily change in the SDAI was 0.017%, while the simple average daily change in the per share NAV of USAG over the same time period was 0.012%. 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 SDAI, the average error in daily tracking by the per share NAV was (2.70)%, meaning that over this time period USAG’s tracking error was wihin the plus or minus 10% range established as its benchmark tracking goal. The following two graphs demonstrate the correlation between the changes in USAG’s NAV and the changes in the SDAI. The first graph exhibits the daily changes for the last 30 valuation days ended March 31, 2014; the second graph measures the monthly changes from March 31, 2013 through March 31, 2014.

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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

For the three months ended March 31, 2014, the actual total return of USAG as measured by changes in its per share NAV was 15.09%.This is based on an initial per share NAV of $22.79 as of December 31, 2013 and an ending per share NAV as of March 31, 2014 of $26.23. During this time period, USAG made no distributions to its shareholders. However, if USAG’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the SDAI, USAG would have had an estimated per share NAV of $26.36 as of March 31, 2014, for a total return over the relevant time period of 15.66%. The difference between the actual per share NAV total return of USAG of 15.09% and the expected total return based on the SDAI of 15.66% was an error over the time period of (0.57)%, which is to say that USAG’s actual total return underperformed the SDAI result by that percentage. USCF believes that a portion of the difference between the actual total return and the expected SDAI 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 three months ended March 31, 2014, USAG earned interest income of $308, which is equivalent to a weighted average income rate of approximately 0.05% for such period. During the three months ended March 31, 2014, USAG did not collect any fees from its Authorized Purchasers for creating or redeeming baskets of shares. During the three months ended March 31, 2014, USAG incurred net expenses of $6,212. Income from interest net of expenses was $(5,904), which is equivalent to a weighted average net income rate of approximately (0.99)% for the three months ended March 31, 2014.

By comparison, for the three months ended March 31, 2013, the actual total return of USAG as measured by changes in its per share NAV was (6.06)%.This was based on an initial per share NAV of $25.56 as of December 31, 2012 and an ending per share NAV as of March 31, 2013 of $24.01. During this time period, USAG made no distributions to its shareholders. However, if USAG’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the SDAI, USAG would have had an estimated per share NAV of $24.06 as of March 31, 2013, for a total return over the relevant time period of (5.87)%. The difference between the actual per share NAV total return of USAG of (6.06)% and the expected total return based on the SDAI of (5.87)% was an error over the time period of (0.19)%, which is to say that USAG’s actual total return underperformed the SDAI result by that percentage. USCF believes that a portion of the difference between the actual total return and the expected SDAI total return can be attributed to the net impact of the expenses that USAG paid, offset in part by the income that USAG collected on its cash and cash equivalent holdings. During the three months ended March 31, 2013, USAG earned interest income of $467, which was equivalent to a weighted average income rate of approximately 0.08% for such period. During the three months ended March 31, 2013, USAG did not collect any fees from its Authorized Purchasers for creating or redeeming baskets of shares. During the three months ended March 31, 2013, USAG incurred net expenses of $6,474. Income from interest net of expenses was $(6,007), which was equivalent to a weighted average net income rate of approximately (0.98)% for the three months ended March 31, 2013.

USMI

For the 30-valuation days ended March 31, 2014, the simple average daily change in the SDMI was (0.066)%, while the simple average daily change in the per share NAV of USMI over the same time period was (0.083)%. The average daily difference was (0.17)% (or (1.72) basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the SDMI, the average error in daily tracking by the per share NAV was (40.24)%, meaning that over this time period USMI’s tracking error was not within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of USMI’s shares to the public on June 19, 2012 to March 31, 2014, the simple average daily change in the SDMI was (0.020)%, while the simple average daily change in the per share NAV of USMI over the same time period was (0.025)%. 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 SDMI, the average error in daily tracking by the per share NAV was (2.66)%, 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 following two graphs demonstrate the correlation between the changes in USMI’s NAV and the changes in the SDMI. The first graph exhibits the daily changes for the last 30 valuation days ended March 31, 2014; the second graph measures the monthly changes from March 31, 2013 through March 31, 2014.

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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

For the three months ended March 31, 2014, the actual total return of USMI as measured by changes in its per share NAV was (0.64)%. This is based on an initial per share NAV of $21.97 as of December 31, 2013 and an ending per share NAV as of March 31, 2014 of $21.83. During this time period, USMI made no distributions to its shareholders. However, if USMI’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the SDMI, USMI would have had an estimated per share NAV of $21.97 as of March 31, 2014, for a total return over the relevant time period of 0.00%. The difference between the actual per share NAV total return of USMI of (0.64)% and the expected total return based on the SDMI of 0.00% was an error over the time period of (0.64)%, which is to say that USMI’s actual total return underperformed the SDMI over the time period. USCF believes that a portion of the difference between the actual total return and the expected SDMI 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 three months ended March 31, 2014, USMI earned interest income of $256, which is equivalent to a weighted average income rate of approximately 0.05% for such period. During the three months ended March 31, 2014, USMI did not collect any fees from its Authorized Purchasers for creating or redeeming baskets of shares. During the three months ended March 31, 2014, USMI incurred net expenses of $4,960. Income from interest and Authorized Purchaser collections net of expenses was $(4,704), which is equivalent to an annualized weighted average net income rate of approximately (0.86)% for the three months ended March 31, 2014.

By comparison, for the three months ended March 31, 2013, the actual total return of USMI as measured by changes in its per share NAV was (4.91)%. This was based on an initial per share NAV of $26.47 as of December 31, 2012 and an ending per share NAV as of March 31, 2013 of $25.17. During this time period, USMI made no distributions to its shareholders. However, if USMI’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the SDMI, USMI would have had an estimated per share NAV of $25.17 as of March 31, 2013, for a total return over the relevant time period of (4.91)%. The difference between the actual per share NAV total return of USMI of (4.91)% and the expected total return based on the SDMI of (4.91)% was an error over the time period of 0.00%, which is to say that USMI’s actual total return performed nearly the same as the SDMI over the time period. During the three months ended March 31, 2013, USMI earned interest income of $446, which was equivalent to a weighted average income rate of approximately 0.07% for such period. During the three months ended March 31, 2013, USMI did not collect any fees from its Authorized Purchasers for creating or redeeming baskets of shares. During the three months ended March 31, 2013, USMI incurred net expenses of $5,872. Income from interest and Authorized Purchaser collections net of expenses was $(5,426), which is equivalent to an annualized weighted average net income rate of approximately (0.83)% for the three months ended March 31, 2013.

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 share 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 three months ended March 31, 2014, 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 shareholders and none of the Trust Series made any distributions to shareholders during the three months ended March 31, 2014. 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 share 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 share NAV of such Trust Series to track slightly lower than daily changes in the price of the Applicable Index. During the three months ended March 31, 2014, USCI earned, on an annualized basis, approximately 0.05% on its cash and cash equivalent holdings. It also incurred cash expenses on an annualized basis of (0.95)% for management fees, approximately (0.08)% in brokerage commission costs related to the purchase and sale of Futures Contracts, and approximately (0.11)% for other expenses. The foregoing fees and expenses resulted in a net yield on an annualized basis of approximately (1.09)% and affected USCI’s ability to track its benchmark. During the three months ended March 31, 2014, CPER earned, on an annualized basis, approximately 0.05% on its cash and cash equivalent holdings. It also incurred cash expenses on an annualized basis of approximately (0.65)%* for management fees, approximately (0.06)% in brokerage commission costs related to the purchase and sale of Futures Contracts, and approximately (0.17)% for other net expenses. The foregoing fees and expenses resulted in a net yield on an annualized basis of approximately (0.83)% and affected CPER’s ability to track its benchmark. During the three months ended March 31, 2014, USAG earned, on an annualized basis, approximately 0.05% on its cash and cash equivalents holdings. It also incurred cash expenses on an annualized basis of approximately (0.80)%* for management fees, approximately (0.07)% in brokerage commission costs related to the purchase and sale of Futures Contracts, and approximately (0.17)% for other net expenses. The foregoing fees and expenses resulted in a net yield on an annualized basis of approximately (0.99)% and affected USAG’s ability to track its benchmark. During the three months ended March 31, 2014, USMI earned, on an annualized basis, approximately 0.05% on its cash and cash equivalent holdings. It also incurred cash expenses on an annualized basis of approximately (0.70)%* for management fees, approximately (0.04)% in brokerage commission costs related to the purchase and sale of Futures Contracts, and approximately (0.17)% for other net expenses. The foregoing fees and expenses resulted in a net yield on an annualized basis of approximately (0.86)% 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 share NAV to underperform the daily returns of the Applicable Index. USCF 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, USCF 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.

Effective as of May 29, 2012 (and continuing through April 30, 2014), 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 April 30, 2014), 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. Effective May 1, 2014 and continuing through December 31, 2015, USCF has contractually agreed to lower the management fee to 0.80% per annum of average daily total net assets for USCI, 0.65% per annum of average daily total net assets for CPER, 0.65% per annum of average daily total net assets for USAG and 0.65% per annum of average daily total net assets for USMI.

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 share 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 three months ended March 31, 2014, none of the Trust Series held any Other Related Investments, but did, at times, 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 SDCI

The SDCI was developed based upon academic research by Yale University professors Gary B. Gorton and K. Geert Rouwenhorst, and Hitotsubashi University professor Fumio Hayashi. The SDCI 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 SDCI 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 SDCI 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 SDCI. Such formulas are not subject to adjustment based on other factors. The overall return on the SDCI is generated by two components: (i) uncollateralized returns from the Benchmark Component Futures Contracts comprising the SDCI 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 SDCI.

The SDCI 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 SDCI 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 mm btu	USD/mm btu

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
Zinc	Zinc	LME	25 metric tons	U.S./metric ton

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 SDCI and provides such information to Bloomberg, L.P. (“Bloomberg”). Values of the SDCI 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 SDCI 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 SDCI’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 SDCI may lag its theoretical value. This tendency to lag is evident at the end of the day when the SDCI value is based on the settlement prices of the Benchmark Component Futures Contracts, and explains why the underlying SDCI often closes at or near the high or low for the day.

Composition of the SDCI

The composition of the SDCI 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 SDCI 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 SDCI that cannot be adequately reflected in this description of the SDCI. All questions of interpretation with respect to the application of the provisions of the SDCI 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 SDCI 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 SDCI 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 SDCI. To the extent practicable, the replacement will be effected during the next monthly review of the composition of the SDCI. 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 SDCI. The designation of a replacement contract, or the elimination of a commodity from the SDCI because of the absence of a replacement contract, could affect the value of the SDCI, 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 SDCI.

Commodity Selection

Fourteen of the 27 Futures Contracts are selected for inclusion in the SDCI 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 SDCI, 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 SDCI 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 SDCI 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 SDCI as of March 31, 2014.

USCI Sector Weights

as of March 31, 2014

Contract Selection

For each commodity selected for inclusion into the SDCI for a particular month, the SDCI 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 SDCI, 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 SDCI takes an equal-weight position of approximately 7.14% in each of the selected commodity contracts.

SDCI Total Return Calculation

The value of the SDCI on any business day is equal to the product of (i) the value of the SDCI on the immediately preceding business day multiplied by (ii) one plus the sum of the day’s returns for another version of the SDCI 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 SDCI is calculated and published by Bloomberg.

SDCI Base Level

The SDCI 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 SDCI 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.

Hypothetical Performance of the SDCI

The table and chart below show the hypothetical performance of the SDCI from December 31, 1997 through March 31, 2014.

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 SDCI was launched on December 18, 2009, there is only actual performance history of the SDCI from that date to the present. This data is available for periods prior to December 18, 2009. However, the components of the SDCI and the weighting of the components of the SDCI are established each month based on purely quantitative data that is not subject to revision based on other external factors. As a result, the tables below reflects how the SDCI would have performed from December 31, 2004 through March 31, 2014 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 SDCI. Such fees and expenses would reduce the performance returns shown in the table below.

Hypothetical Performance Results* for the period

from December 31, 2004 through March 31, 2014

Year	Ending Level*		Annual Return
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		1,726.55		1.37	%
2013		1,678.73		(2.77	)%
2014 (YTD)		1,758.97		4.78	%

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

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

SummerHaven Dynamic Commodity Index^SMYear-Over-Year

Hypothetical Total Returns (2004-3/31/2014)

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following table compares the hypothetical total return of the SDCI in comparison with the actual total return of three major indexes for the period from December 31, 1997 to March 31, 2014.

	Hypothetical and Historical Results for the period from December 31,
	1997 through March 31, 2014
	DJ-UBS TR			S&P GSCI TR			DB LCI OY TR			SDCI TR
Total return		75	%		63	%		365	%		682	%
Average Annual return (total)		6.61	%		7.16	%		12.38	%		15.63	%
Annualized volatility		16.93	%		23.25	%		19.15	%		15.63	%
Annualized Sharpe ratio		0.25			0.20			0.52			0.84

Source: SummerHaven Indexing, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The table immediately above shows the performance of the SDCI from December 31, 1997 through March 31, 2014 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^SMis 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 SDCI’s calculation methodology with historical prices for the futures contracts comprising the SDCI. 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 SDCI. As a result, there are inherent limitations in comparing the performance of such indices against the SDCI. 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 March 31, 2014; “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 SDCI in comparison with the actual total return of three major indexes between March 31, 2004 and March 31, 2014.

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

(3/31/04-3/31/14)

Source: SummerHaven Indexing, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following chart compares the hypothetical total return of the SDCI 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

(3/31/09-3/31/14)

Source: SummerHaven Indexing, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The SCITR

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

The SCITR 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 SCITR in any given month will be determined by quantitative formulas relating to the prices of the futures contracts that are included in the SCITR. Such formulas are not subject to adjustment based on other factors.

The overall return on the SCITR is generated by two components: (i) uncollateralized returns from the Benchmark Component Copper Futures Contracts comprising the SCITR, 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 SCITR.

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 SCITR and provides such information to the NYSE Arca. Values of the SCITR 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 SCITR 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 SCITR’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 SCITR may lag its theoretical value. This tendency to lag is evident at the end of the day when the SCITR value is based on the settlement prices of the Benchmark Component Copper Futures Contracts, and explains why the underlying SCITR often closes at or near the high or low for the day.

Composition of the SCITR

The composition of the SCITR on any given day, as determined and published by SummerHaven Indexing, is determinative of the benchmark for CPER. Neither the index methodology for the SCITR nor any set of procedures, however, are capable of anticipating all possible circumstances and events that may occur with respect to the SCITR 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 SCITR that cannot be adequately reflected in this description of the SCITR. All questions of interpretation with respect to the application of the provisions of the index methodology for the SCITR, 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 SCITR 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 SCITR 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 SCITR. To the extent practicable, the replacement will be effected during the next monthly review of the composition of the SCITR. 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 SCITR, 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 SCITR.

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 SCITR 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

April

May

June

July

August

September

October

November

December

January

February

March

Eligible

May

June

July

August

September

October

November

December

January

February

March

April

Futures

June

July

August

September

October

November

December

January

February

March

April

May

Contracts

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 SCITR 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 SCITR takes positions in three Eligible Copper Futures Contracts, as follows: first, the SCITR takes positions in the two Eligible Copper Futures Contracts with the highest annualized percentage price difference, each weighted at 25%; then, the SCITR 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 SCITR 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 SCITR as of March 31, 2014.

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.

SCITR Total Return Calculation

The value of the SCITR on any business day is equal to the product of (i) the value of the SCITR on the immediately preceding business day multiplied by (ii) one plus the sum of the day’s returns for another version of the SCITR 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 SCITR will be calculated and published by the NYSE Arca.

SCITR Base Level

The SCITR 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 SCITR 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 SCITR 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.

Hypothetical Performance of the SCITR

The table and chart below show the hypothetical performance of the SCITR from December 31, 1997 through March 31, 2014.

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 SCITR was launched on November 4, 2010, there is no actual performance history of the SCITR to present. However, the components of the SCITR and the weighting of the components of the SCITR 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 tables below reflects how the SCITR would have performed from December 31, 2004 through March 31, 2014 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 SCITR. Such fees and expenses would reduce the performance returns shown in the table below.

Hypothetical Performance Results for the SCITR for the period

from December 31, 2004 through March 31, 2014

Year	Ending Level*		Annual Return
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		1,223.150		5.04	%
2013		1,114.30		(8.90	)%
2014 (YTD)		995.85		(10.63	)%

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

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

SummerHaven Copper Index Year-Over-Year

Hypothetical Total Returns (2004-3/31/14)

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following table compares the hypothetical total return of the SCITR in comparison with the actual total return of a major index from December 31, 1997 through March 31, 2014.

	Hypothetical and Historical Results for the period
	from December 31, 1997 through March 31, 2014
	DJ-UBS			Spot Copper (less
	Copper TR			storage)			SCI TR
Total return		334	%		145	%		536	%
Average annual return (total)		14.05	%		10.12	%		17.08	%
Annualized volatility		27.93	%		26.94	%		27.28	%
Annualized Sharpe ratio		0.42			0.29			0.53

Source: SummerHaven Indexing, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The table above shows the performance of the SCITR from December 31, 1997 through March 31, 2014 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 SCITR’s calculation methodology with historical prices for the futures contracts comprising the SCITR. 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 SCITR. As a result, there are inherent limitations in comparing such performance against the SCITR. 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 SCITR in comparison with the actual total return of a major index and spot copper prices (less storage cost) between March 31, 2004 and March 31, 2014.

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 (3/31/04-3/31/14)

Source: SummerHaven Indexing, Bloomberg, LME

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following chart compares the hypothetical total return of the SCITR 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 (3/31/09-3/31/14)

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Source: SummerHaven Indexing, Bloomberg

The SDAI

The SDAI 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 SDAI 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 U.S. dollar based, with the exception of canola, which is quoted in Canadian dollars and converted to U.S. dollars for the purpose of the SDAI 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 SDAI 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 SDAI 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 SDAI. Such formulas are not subject to adjustment based on other factors.

The overall return on the SDAI is generated by two components: (i) uncollateralized returns from the Benchmark Component Agriculture Futures Contracts comprising the SDAI 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 SDAI.

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 SDAI and provides such information to the NYSE Arca. Values of the SDAI 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 SDAI 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 SDAI’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 SDAI may lag its theoretical value. This tendency to lag is evident at the end of the day when the SDAI value is based on the settlement prices of the Benchmark Component Agriculture Futures Contracts, and explains why the underlying SDAI 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 SDAI value is the 3:00 p.m. EST USD/CAD price quoted by Bloomberg under currency ticker “USDCAD F150”.

Composition of the SDAI

The composition of the SDAI on any given day, as determined and published by SummerHaven Indexing, is determinative of the benchmark for USAG. Neither the SDAI methodology nor any set of procedures, however, are capable of anticipating all possible circumstances and events that may occur with respect to the SDAI 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 SDAI that cannot be adequately reflected in this description of the SDAI. All questions of interpretation with respect to the application of the provisions of the SDAI 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 SDAI 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 SDAI 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 SDAI. To the extent practicable, the replacement will be effected during the next monthly review of the composition of the SDAI. 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 SDAI. The designation of a replacement contract, or the elimination of an agricultural commodity from the SDAI because of the absence of a replacement contract, could affect the value of the SDAI, 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 SDAI.

Commodity Weighting

Each of the Benchmark Component Agriculture Futures Contracts will remain in the SDAI from month to month. Weights for each of the Benchmark Component Agriculture Futures Contracts in the SDAI are determined for the next month. The methodology used to calculate the SDAI 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 to 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 SDAI 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 SDAI as of March 31, 2014.

SDAI Commodity Weights

as of March 31, 2014

Contract Selection

For each agricultural commodity in the SDAI, 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 SDAI, 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.

SDAI Total Return Calculation

The value of the SDAI on any business day is equal to the product of (i) the value of the SDAI on the immediately preceding business day multiplied by (ii) one plus the sum of the day’s returns for another version of the SDAI 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.

SDAI Base Level

The SDAI 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 SDAI 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

The table and chart below show the hypothetical performance of the SDAI from December 31, 2002 through March 31, 2014.

Since the SDAI was launched on September 23, 2010, there is no actual performance history of the SDAI to present. However, the components of the SDAI and the weighting of the components of the SDAI 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 tables below reflects how the SDAI would have performed from December 31, 2004 through March 31, 2014 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 SDAI. Such fees and expenses would reduce the performance returns shown in the table below.

Hypothetical Performance Results for the period

from December 31, 2004 through March 31, 2014

Year	Ending Level*		Annual Return
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		360.610		3.39	%
2013		324.11		(10.12	)%
2014 (YTD)		374.83		15.65	%

The “base level” for the SDAI 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 (2004-3/31/14)

source: Summerhaven Index Management, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following table compares the hypothetical total return of the SDAI in comparison with the actual total return of three major indexes from December 31, 1997 through March 31, 2014.

	Hypothetical and Historical Results for the period from December 31,
	1997 through March 31, 2014
	DJ-UBS Ag TR			S&P GSCI Ag TR			DB LCI OY Ag TR			SDAI TR
Total return		(8	)%		(44	)%		15	%		74	%
Average annual return (total)		4.30	%		1.39	%		4.07	%		6.87	%
Annualized volatility		20.45	%		21.14	%		19.50	%		15.54	%
Annualized Sharpe ratio		0.10			(0.05	)		0.08			0.31

The table above shows the performance of the SDAI from December 31, 1997 through March 31, 2014 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^TM is 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 SDAI’s calculation methodology with historical prices for the futures contracts comprising the SDAI. 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 SDAI. As a result, there are inherent limitations in comparing the performance of such indices against the SDAI. 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 March 31, 2014; “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.

The following chart compares the hypothetical total return of the SDAI in comparison with the actual total return of three major indexes between March 31, 2004 and March 31, 2014.

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

(3/31/04-3/31/14)

Source: SummerHaven Index Management, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

100

The following chart compares the hypothetical total return of the SDAI 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

(3/31/09-3/31/2014)

Source: SummerHaven Index Management, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The SDMI

The SDMI 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 SDMI 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.

101

The SDMI 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 SDMI 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 SDMI. Such formulas are not subject to adjustment based on other factors.

The overall return on the SDMI is generated by two components: (i) uncollateralized returns from the Benchmark Component Metals Futures Contracts comprising the SDMI, 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 SDMI.

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 SDMI and provides such information to the NYSE Arca. Values of the SDMI 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 SDMI 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 SDMI’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 SDMI may lag its theoretical value. This tendency to lag is evident at the end of the day when the SDMI value is based on the settlement prices of the Benchmark Component Metals Futures Contracts, and explains why the underlying SDMI often closes at or near the high or low for the day.

102

Composition of the SDMI

The composition of the SDMI on any given day, as determined and published by SummerHaven Indexing, is determinative of the benchmark for USMI. Neither the SDMI methodology nor any set of procedures, however, are capable of anticipating all possible circumstances and events that may occur with respect to the SDMI 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 SDMI that cannot be adequately reflected in this description of the SDMI. All questions of interpretation with respect to the application of the provisions of the SDMI 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 SDMI 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 SDMI 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 SDMI. To the extent practicable, the replacement will be effected during the next monthly review of the composition of the SDMI. 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 SDMI. The designation of a replacement contract, or the elimination of a metal from the SDMI because of the absence of a replacement contract, could affect the value of the SDMI, 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 SDMI.

Commodity Weighting

Each of the Benchmark Component Metals Futures Contracts will remain in the SDMI 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 SDMI 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.

103

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.

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 SDMI 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 SDMI as of March 31, 2014.

SDMI Commodity Weights

as of March 31, 2014

Contract Selection

For each metal in the SDMI, 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 SDMI, as long as the contract does not enter expire or enter its notice period in the subsequent month.

104

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.

SDMI Total Return Calculation

The value of the SDMI on any business day is equal to the product of (i) the value of the SDMI on the immediately preceding business day multiplied by (ii) one plus the sum of the day’s returns for another version of the SDMI 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 SDMI will be calculated and published by the NYSE Arca.

SDMI Base Level

The SDMI 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 SDMI 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

The table and chart below show the hypothetical performance of the SDMI from December 31, 2002 through March 31, 2014.

105

Since the SDMI was launched on September 23, 2010, there is no actual performance history of the SDMI to present. However, the components of the SDMI and the weighting of the components of the SDMI 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 tables below reflects how the SDMI would have performed from December 31, 2004 through March 31, 2014 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 SDMI. Such fees and expenses would reduce the performance returns shown in the table below.

Hypothetical Performance Results for the period

from December 31, 2004 through March 31, 2014

Year	Ending Level*		Annual Return
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		865.680		5.10	%
2013		727.17		(16.00	)%
2014 (YTD)		727.18		0.00	%

*	The “base level” for the SDMI 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.

106

SummerHaven Dynamic Metals Index Year-Over-Year

Hypothetical Total Returns (2004-3/31/2014 YTD)

source: Summerhaven Index Management, Bloomberg

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following table compares the hypothetical total return of the SDMI in comparison with the actual total return of three major indexes between December 31, 1997 and March 31, 2014.

	Hypothetical and Historical Results for the period from December 31, 1997 through March 31, 2014
	DJ-UBS Industrial Metals TR			RICI Metals TR			DB LCI OY Industrial Metals TR			SDMI TR
Total return		129	%		314	%		191	%		476	%
Average annual return (total)		9.21	%		11.70	%		10.97	%		14.46	%
Annualized volatility		22.71	%		18.51	%		21.49	%		19.46	%
Annualized Sharpe ratio		0.38			0.58			0.48			0.69

107

The table above shows the performance of the SDMI from December 31, 1997 through March 31, 2014 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 SDMI’s calculation methodology with historical prices for the futures contracts comprising the SDMI. 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 SDMI. As a result, there are inherent limitations in comparing the performance of such indices against the SDMI. 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.

In the table above, “Total Return” refers to the return of the relevant index from December 31, 1997 to March 31, 2014; “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.

108

The following chart compares the hypothetical total return of the SDMI in comparison with the actual total return of three major indexes between March 31, 2004 and March 31, 2014.

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

(3/31/04-3/31/14)

Source: SummerHaven Index Management, Bloomberg, LME

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

109

The following chart compares the hypothetical total return of the SDMI 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

(3/31/09-3/31/14)

Source: SummerHaven Index Management, Bloomberg, LME

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

2014 Holiday Schedule

The SDCI, SCITR, SDAI and SDMI will not be computed on the following weekdays in 2014:

January			1
January			20
February			17
April			18
May			26
July			4
September			1
November			27
December			25

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

110

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.

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 shares, 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 shares (“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 three months ended March 31, 2014, 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 three months ended March 31, 2014, each Trust Series used other assets to pay expenses, which could cause a decrease 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 three months ended March 31, 2014, none of the Trust Series purchased or liquidated 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.

111

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 shares, 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 shares 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 Investment Management, LLC and offering expenses relating to the initial offering of shares 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.

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. An FCM, when acting on behalf of each Trust Series 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 three months ended March 31, 2014, 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 three months ended March 31, 2014, CPER did not make investments on any foreign exchanges. During the three months ended March 31, 2014, the only foreign exchange on which USAG made investments was the ICE Futures. Those Futures Contracts are denominated in U.S. dollars. During the three months ended March 31, 2014, the only foreign exchange on which USMI made investments was the LME. Those Futures Contracts are denominated in U.S. dollars.

112

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 March 31, 2014, each of USCI, CPER, USAG and USMI held cash deposits and investments in Treasuries in the amount of $562,668,687, $3,162,361, $2,480,075 and $2,209,215, 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.

Off Balance Sheet Financing

As of March 31, 2014, 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 March 31, 2014 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 shares, which redemptions must be in blocks of 50,000 shares called “Redemption Baskets.” 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 shares being redeemed. Authorized Purchasers pay each Trust Series $350 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 (and continuing through April 30, 2014), 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 April 30, 2014), 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. Effective May 1, 2014 and continuing through December 31, 2015, USCF has contractually agreed to lower the management fee to 0.80% per annum of average daily total net assets for USCI, 0.65% per annum of average daily total net assets for CPER, 0.65% per annum of average daily total net assets for USAG and 0.65% per annum of average daily total net assets for USMI. 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 shares of each Trust Series or offering shares of each Trust Series after the time any shares of each Trust Series have begun trading on the NYSE Arca;

113

the routine expenses associated with distribution, including printing and mailing, of any monthly, annual and other reports to shareholders 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 shares;

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).

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 shares 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 shares after the initial offering of shares.

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 three months ended March 31, 2014, FCM fees were approximately 0.08% of average daily total net assets for USCI, approximately 0.06% of average daily total net assets for CPER, approximately 0.07% of average daily total net assets for USAG and approximately 0.04% 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 June 30, 2014. 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 March 31, 2014, USCI’s portfolio consisted of 16,564 Futures Contracts traded on the Futures Exchanges, CPER’s portfolio consisted of 40 Futures Contracts traded on the COMEX, USAG’s portfolio consisted of 70 Futures Contracts traded on the Futures Exchanges and USMI’s portfolio consisted of 53 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 the Trust Series’ website at www.unitedstatescommodityfunds.com. See “Portfolio Holdings” for a complete list of Futures Contracts held by each of USCI, CPER, USAG and USMI during the three months ended March 31, 2014.

114

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Over-the-Counter Derivatives

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.

A Trust Series may enter into certain transactions where an over-the-counter component is exchanged for a corresponding futures contract (“Exchange for Risk” or “EFR” transaction). These EFR transactions may expose a Trust Series to counterparty risk during the interim period between the executions of the over-the-counter transactions and the exchange for a corresponding futures contract. Generally, the counterparty risk from the EFR transaction will exist only on the day of execution.

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.

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 ISDA 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. 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.

115

During the three month reporting period ended March 31, 2014, each Trust Series limited its over-the-counter activities to EFR transactions.

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.

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, 2013, filed on March 10, 2014.

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.

116

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’ shareholders, which include Statements of Income (Loss) and Statements of Changes in Net Asset Value. 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.unitedstatescommodityfunds.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 402 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.

117

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: May 12, 2014

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

Date: May 12, 2014

118