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 ~~June~~September 30, 2019.

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: 001-38152

USCF Funds Trust

(Exact name of registrant as specified in its charter)

Delaware		38-7159729
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1850 Mt. Diablo Boulevard, Suite 640

Walnut Creek, California 94596

(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 every Interactive Data File required to be submitted 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 such files). x Yes ¨ No

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

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x	Smaller reporting company	¨

		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. x

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Shares of United States 3x Oil Fund	USOU	NYSE Arca Equities, Inc.
Shares of United States 3x Short Oil Fund	USOD	NYSE Arca Equities, Inc.

The number of outstanding shares of each ~~series~~ series of the registrant as of ~~August~~November 8, 2019 are included in the table below:

		Number of Outstanding Shares as of August 8, 2019
	Number of Outstanding Shares as of November 8, 2019
United States 3x Oil Fund	750,040		~~1,000,040~~
United States 3x Short Oil Fund	550,007		~~500,040~~
Total	1,300,047		~~1,500,080~~

USCF FUNDS TRUST

Table of Contents

	Page
Part I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.	1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	27

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	47

Item 4. Controls and Procedures.	48

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.	48

Item 1A. Risk Factors.	48

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	49

Item 3. Defaults Upon Senior Securities.	50

Item 4. Mine Safety Disclosures.	50

Item 5. Other Information.	50

Item 6. Exhibits.	50

Part I. FINANCIAL INFORMATION

Item

1. Condensed Financial Statements.

Index to Condensed Financial Statements

Documents		Page
Condensed Statements of Financial Condition at June 30, 2019 (Unaudited) and December 31, 2018		2
Condensed Statements of Financial Condition at September 30, 2019 (Unaudited) and December 31, 2018		2
Condensed Schedules of Investments (Unaudited) at June 30, 2019		5
Condensed Schedules of Investments (Unaudited) at September 30, 2019		2 - 6
Condensed Statements of Operations (Unaudited) for the three and six months ended June 30, 2019 and 2018		7
Condensed Statements of Operations (Unaudited) for the three and nine months ended September 30, 2019 and 2018		7 - 9
Condensed Statements of Changes in Capital (Unaudited) for the six months ended June 30, 2019 and Condensed Statements of Changes in Shares Outstanding (Unaudited) for the six months ended June 30, 2019		10
Condensed Statements of Changes in Capital (Unaudited) for the nine months ended September 30, 2019 and Condensed Statements of Changes in Shares Outstanding (Unaudited) for the nine months ended September 30, 2019		10 - 12
Condensed Statements of Cash Flows (Unaudited) for the six months ended June 30, 2019 and 2018		13
Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2019 and 2018		13 - 15
Notes to Condensed Financial Statements for the period ended June 30, 2019 (Unaudited)		16
Notes to Condensed Financial Statements for the period ended September 30, 2019 (Unaudited)		16

USCF Funds Trust

Condensed Statements of Financial Condition

At ~~June~~September 30, 2019 (Unaudited) and December 31, 2018

United States 3x Oil Fund

	June 30, 2019			December 31, 2018
	September 30, 2019			December 31, 2018
Assets
Cash and cash equivalents (at cost $5,757,565 and $3,514,228, respectively) (Notes 2 and 6)	$	5,757,565		$	3,514,228
Cash and cash equivalents (at cost $3,514,790 and $3,514,228, respectively) (Notes 2 and 6)	$	3,514,790		$	3,514,228
Equity in trading accounts:
Cash and cash equivalents (at cost $12,513,297 and $15,422,324, respectively)		12,513,297			15,422,324
Cash and cash equivalents (at cost $15,866,103 and $15,422,324, respectively)		15,866,103			15,422,324
Unrealized gain (loss) on open commodity futures contracts		5(3,~~133~~538,~~061~~688	)		(3,899,053	)
Receivable for shares sold		—			791,592
Dividends receivable		65,~~372~~159			2,820
Interest receivable		49,~~875~~081			4,127
Directors' fees and insurance receivable		4,323			—
Prepaid insurance		4,323			—
ETF transaction fees receivable		—			317
Total assets	$	2315,~~419~~860,~~493~~768		$	15,836,355
Liabilities and Capital
Management fees payable (Note 4)	$	1716,~~039~~989		$	9,129
Brokerage commissions payable		2,630			2,630
Total liabilities		19,~~669~~619			11,759
Commitments and Contingencies (Notes 4, 5 and 6)
Capital
Sponsor		1,000			1,000
Shareholders		2315,~~398~~840,~~824~~149			15,823,596
Total Capital		2315,~~399~~841,~~824~~149			15,824,596
Total liabilities and capital	$	2315,~~419~~860,~~493~~768		$	15,836,355
Shares outstanding		850,040			1,000,040
Net asset value per share	$	2718.5364		$	15.82
Market value per share	$	2618.8893		$	16.30

See accompanying notes to condensed financial statements.

USCF Funds Trust

Condensed Statements of Financial Condition

At ~~June~~September 30, 2019 (Unaudited) and December 31, 2018

United States 3x Short Oil Fund

	June 30, 2019			December 31, 2018
	September 30, 2019			December 31, 2018
Assets
Cash and cash equivalents (at cost $936,659 and $448,603, respectively) (Notes 2 and 6)	$	936,659		$	448,603
Cash and cash equivalents (at cost $208,566 and $448,603, respectively) (Notes 2 and 6)	$	208,566		$	448,603
Equity in trading accounts:
Cash and cash equivalents (at cost $2,468,364 and $2,065,550, respectively)		2,468,364			2,065,550
Cash and cash equivalents (at cost $5,763,780 and $2,065,550, respectively)		5,763,780			2,065,550
Unrealized gain (loss) on open commodity futures contracts		~~(648~~1,~~358~~174,289	)		706,174
Dividends receivable		~~1,494~~502			553
Interest receivable		12,~~156~~720			1,170
Directors' fees and insurance receivable		256			—
Prepaid insurance		256			—
Total assets	$	27,~~759~~150,~~571~~113		$	3,222,050
Liabilities and Capital
Management fees payable (Note 4)	$	23,~~705~~912		$	1,858
Brokerage commissions payable		535			535
Total liabilities		34,~~240~~447			2,393
Commitments and Contingencies (Notes 4, 5 and 6)
Capital
Sponsor		1,000			1,000
Shareholders		27,~~755~~144,~~331~~666			3,218,657
Total Capital		27,~~756~~145,~~331~~666			3,219,657
Total liabilities and capital	$	27,~~759~~150,~~571~~113		$	3,222,050
Shares outstanding		~~550~~825,040	*		~~250~~125,040	*
Net asset value per share	$	58.0166	*	$	1225.8875	*
Market value per share	$	58.1450	*	$	1225.5204	*

* On October 3, 2019 there was a 1-for-2 reverse share split. Historical shares outstanding, net asset value per share, and market value per share have been adjusted to reflect the 1-for-2 reverse share split on a retroactive basis.

See accompanying notes to condensed financial statements.

USCF Funds Trust ~~Condensed Statements of Financial Condition At June 30, 2019 (Unaudited) and December 31, 2018 USCF Funds Trust~~

	June 30, 2019		December 31, 2018
Assets
Cash and cash equivalents (at cost $6,694,224 and $3,962,831, respectively) (Notes 2 and 6)	$	6,694,224	$	3,962,831
Equity in trading accounts:
Cash and cash equivalents (at cost $14,981,661 and $17,487,874, respectively)		14,981,661		17,487,874
Unrealized gain (loss) on open commodity futures contracts		4,484,703		(3,192,879	)
Receivable for shares sold		—		791,592
Dividends receivable		7,866		3,373
Interest receivable		6,031		5,297
Directors' fees and insurance receivable		4,579		—
ETF transaction fees receivable		—		317
Total assets	$	26,179,064	$	19,058,405
Liabilities and Capital
Management fees payable (Note 4)	$	19,744	$	10,987
Brokerage commissions payable		3,165		3,165
Total liabilities		22,909		14,152
Commitments and Contingencies (Notes 4, 5 and 6)
Capital
Sponsor		2,000		2,000
Shareholders		26,154,155		19,042,253
Total Capital		26,156,155		19,044,253
Total liabilities and capital	$	26,179,064	$	19,058,405
Shares outstanding		1,400,080		1,250,080

Condensed Statements of Financial Condition

At September 30, 2019 (Unaudited) and December 31, 2018

USCF Funds Trust

	September 30, 2019			December 31, 2018
Assets
Cash and cash equivalents (at cost $3,723,356 and $3,962,831, respectively) (Notes 2 and 6)	$	3,723,356		$	3,962,831
Equity in trading accounts:
Cash and cash equivalents (at cost $21,629,883 and $17,487,874, respectively)		21,629,883			17,487,874
Unrealized gain (loss) on open commodity futures contracts		(2,364,399	)		(3,192,879	)
Receivable for shares sold		—			791,592
Dividends receivable		5,661			3,373
Interest receivable		11,801			5,297
Prepaid insurance		4,579			—
ETF transaction fees receivable		—			317

Total assets	$	23,010,881		$	19,058,405

Liabilities and Capital
Management fees payable (Note 4)	$	20,901		$	10,987
Brokerage commissions payable		3,165			3,165

Total liabilities		24,066			14,152

Commitments and Contingencies (Notes 4, 5 and 6)

Capital
Sponsor		2,000			2,000
Shareholders		22,984,815			19,042,253
Total Capital		22,986,815			19,044,253

Total liabilities and capital	$	23,010,881		$	19,058,405

Shares outstanding		1,675,080	*		1,125,080	*

* On October 3, 2019 there was a 1-for-2 reverse share split for United States 3x Short Oil Fund. Historical shares outstanding, net asset value per share, and market value per share have been adjusted to reflect the 1-for-2 reverse share split on a retroactive basis.

See accompanying notes to condensed financial statements.

USCF Funds Trust Condensed Schedule of Investments (Unaudited) At ~~June~~September 30, 2019

United States 3x Oil Fund

United States 3x Oil Fund
	Notional Amount		Number of Contracts		Value/ Unrealized Gain (Loss) on Open Commodity Contracts			% of Partners' Capital
Open Futures Contracts - Long
United States Contracts
NYMEX WTI Crude Oil Futures CL November 2019 contracts, expiring October 2019*	$	51,066,218		879	$	(3,538,688	)		(22.34	)

	Notional Amount		Number of Contracts		Value/ Unrealized Gain (Loss) on Open Commodity Contracts		% of Partners' Capital
	Principal Amount		Market Value
Open Futures Contracts - Long
Cash Equivalents
United States Contracts
United States Treasury Obligations
NYMEX WTI Crude Oil Futures CL August 2019 contracts, expiring July 2019*	$	65,089,409		1,201	$	5,133,061		21.94
U.S. Treasury Bills:
2.40%, 10/03/2019	$	50,000	$	49,993		0.32
2.41%, 10/10/2019		50,000		49,970		0.32
2.42%, 10/17/2019		50,000		49,947		0.32
2.37%, 10/31/2019		100,000		99,805		0.63
2.40%, 11/07/2019		50,000		49,878		0.31
2.37%, 11/21/2019		50,000		49,834		0.31
2.33%, 11/29/2019		50,000		49,811		0.31
2.16%, 12/12/2019		50,000		49,786		0.31
2.07%, 12/26/2019		50,000		49,756		0.31
2.03%, 1/09/2020		100,000		99,442		0.63
2.04%, 1/23/2020		100,000		99,361		0.63
Total Treasury Obligations				697,583		4.40
United States - Money Market Funds
Goldman Sachs Financial Square Funds - Government Fund - Class FS		2,000,000		2,000,000		12.63
Morgan Stanley Institutional Liquidity Funds - Government Portfolio		800,000		800,000		5.05
Total Money Market Funds				2,800,000		17.68
Total Cash Equivalents			$	3,497,583		22.08

	Principal Amount		Market Value
Cash Equivalents
United States Treasury Obligations
U.S. Treasury Bills:
2.48%, 7/11/2019	$	100,000	$	99,932	0.43
2.47%, 7/25/2019		100,000		99,837	0.43
2.48%, 8/01/2019		50,000		49,895	0.21
2.47%, 8/15/2019		50,000		49,848	0.21
2.47%, 8/22/2019		100,000		99,648	0.43
2.48%, 8/29/2019		50,000		49,799	0.21
2.48%, 9/05/2019		100,000		99,551	0.43
2.48%, 9/12/2019		100,000		99,504	0.43
2.46%, 9/19/2019		50,000		49,730	0.21
2.41%, 9/26/2019		50,000		49,712	0.21
2.40%, 10/03/2019		50,000		49,690	0.21
2.41%, 10/10/2019		50,000		49,665	0.21
2.42%, 10/17/2019		50,000		49,642	0.21
2.37%, 10/31/2019		100,000		99,207	0.43
2.40%, 11/07/2019		50,000		49,574	0.21
2.37%, 11/21/2019		50,000		49,535	0.21
2.33%, 11/29/2019		50,000		49,517	0.21
2.16%, 12/12/2019		50,000		49,513	0.21
2.07%, 12/26/2019		50,000		49,494	0.21
Total Treasury Obligations				1,243,293	5.31
United States - Money Market Funds
Fidelity Investments Money Market Funds - Government Portfolio		109,000		109,000	0.47
Goldman Sachs Financial Square Funds - Government Fund - Class FS		1,000,000		1,000,000	4.27
Morgan Stanley Institutional Liquidity Funds - Government Portfolio		2,000,000		2,000,000	8.55
Total Money Market Funds				3,109,000	13.29
Total Cash Equivalents			$	4,352,293	18.60

*	Collateral amounted to $15,866,103 on open futures contracts.

* Collateral amounted to $12,513,297 on open futures contracts.

See accompanying notes to condensed financial statements.

USCF Funds Trust Condensed Schedule of Investments (Unaudited) At ~~June~~September 30, 2019

United States 3x Short Oil Fund

United States 3x Short Oil Fund
	Notional Amount			Number of Contracts		Value/ Unrealized Gain (Loss) on Open Commodity Contracts		% of Partners' Capital
Open Futures Contracts - Short
United States Contracts
NYMEX WTI Crude Oil Futures CL November 2019 contracts, expiring October 2019*	$	(22,586,009	)		396	$	1,174,289		16.43

	Notional Amount			Number of Contracts		Value/ Unrealized Gain (Loss) on Open Commodity Contracts			% of Partners' Capital
	Principal Amount			Market Value
Open Futures Contracts - Short
Cash Equivalents
United States Contracts
United States Treasury Obligations
NYMEX WTI Crude Oil Futures CL August 2019 contracts, expiring July 2019*	$	(7,595,912	)		141	$	(648,358	)		(23.52	)
U.S. Treasury Bills:
2.40%, 11/07/2019	$	50,000		$	49,878		0.70
2.37%, 11/21/2019		50,000			49,834		0.70
2.33%, 11/29/2019		50,000			49,811		0.69
Total Cash Equivalents				$	149,523		2.09

	Principal Amount		Market Value
Cash Equivalents
United States Treasury Obligations
U.S. Treasury Bills:
2.47%, 8/22/2019	$	50,000	$	49,824	1.81
2.48%, 9/05/2019		50,000		49,775	1.80
2.48%, 9/12/2019		50,000		49,752	1.80
2.40%, 11/07/2019		50,000		49,575	1.80
2.37%, 11/21/2019		50,000		49,535	1.80
2.33%, 11/29/2019		50,000		49,517	1.80
Total Treasury Obligations				297,978	10.81
United States - Money Market Funds
Fidelity Investments Money Market Funds - Government Portfolio		5,000		5,000	0.18
Goldman Sachs Financial Square Funds - Government Fund - Class FS		750,000		750,000	27.21
Morgan Stanley Institutional Liquidity Funds - Government Portfolio		40,000		40,000	1.45
Total Money Market Funds				795,000	28.84
Total Cash Equivalents			$	1,092,978	39.65

*	Collateral amounted to $5,763,780 on open futures contracts.

* Collateral amounted to $2,468,364 on open futures contracts.

See accompanying notes to condensed financial statements.

USCF Funds Trust

Condensed Statements of Operations (Unaudited)

For the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018

United States 3x Oil Fund

Three months ended June 30, 2019

Three months ended June 30, 2018

Six months ended June 30, 2019

Six months ended June 30, 2018

Three months ended September 30, 2019

Three months ended September 30, 2018

Nine months ended September 30, 2019

Nine months ended September 30, 2018

Income

Gain (loss) on trading of commodity futures contracts:

Realized gain (loss) on closed futures contracts

(23,~~805~~698,~~623~~276

)

~~749~~1,~~448~~557,017

59,~~805~~504,~~849~~125

13,~~686~~243,~~323~~340

Change in unrealized gain (loss) on open futures contracts

1(8,~~908~~671,~~970~~749

)

1(10,~~556,552~~257

)

9360,~~032,114~~365

1,~~621~~611,~~597~~340

Dividend income

3118,~~279~~111

25,~~390~~368

4967,~~429~~540

27,~~390~~758

Interest income*

5450,~~417~~005

1419,~~152~~943

~~103~~153,~~333~~338

2949,~~983~~926

ETF transaction fees

410,~~066~~137

—1,105

818,~~126~~263

—1,105

Total income (loss)

(~~806~~4,~~891~~895,220

)

21,~~322~~573,~~542~~176

1410,~~998~~103,~~851~~631

34,~~340~~913,~~293~~469

Expenses

Management fees (Note 4)

4845,~~098~~419

1420,~~491~~141

~~102~~148,~~725~~144

2646,~~305~~446

Brokerage commissions

2532,~~236~~592

68,~~557~~719

5891,~~930~~522

1321,~~157~~876

Total expenses

7378,~~334~~011

2128,~~048~~860

~~161~~239,~~655~~666

3968,~~462~~322

Net income (loss)

(~~880~~4,~~225~~973,231

)

21,~~301~~544,~~494~~316

149,~~837~~863,~~196~~965

34,~~300~~845,~~831~~147

Net income (loss) per share

(58.3889

)

232.0077

112.7182

3235.9976

Net income (loss) per weighted average share

(16.3605

)

2312.0140

1912.2050

3344.0075

Weighted average shares outstanding

~~645~~821,~~095~~779

~~100~~124,~~040~~497

~~772~~789,~~968~~417

~~100~~108,~~040~~282

* Interest income does not exceed paid in kind of 5%.

See accompanying notes to condensed financial statements.

USCF Funds Trust

Condensed Statements of Operations (Unaudited)

For the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018

United States 3x Short Oil Fund

Three months ended June 30, 2019

Three months ended June 30, 2018

Six months ended June 30, 2019

Six months ended June 30, 2018

Three months ended September 30, 2019

Three months ended September 30, 2018

Nine months ended September 30, 2019

Nine months ended September 30, 2018

Income

Gain (loss) on trading of commodity futures contracts:

Realized gain (loss) on closed futures contracts

~~528~~(677,~~988~~830

)

(~~409~~226,~~396~~403

)

9(668,~~199~~631

)

(~~749~~975,~~409~~812

)

Change in unrealized gain (loss) on open futures contracts

~~(302~~1,~~543~~822,647

)

~~(47~~82,~~803~~340

)

(1468,~~354,532~~115

)

~~(59~~23,~~220~~120

)

Realized gain (loss) on short-term investments

—

~~(25~~—

)

—

(25

)

Dividend income

43,~~360~~142

~~140~~598

69,~~146~~288

~~140~~738

Interest income*

89,~~391~~968

2,~~596~~387

1222,~~465~~433

69,~~697~~084

ETF transaction fees

~~637~~5,657

~~279~~98

17,~~879~~536

~~463~~561

Total income (loss)

~~239~~1,~~833~~163,584

(~~454~~140,~~209~~980

)

(1161,~~324,843~~259

)

(~~801~~942,~~354~~334

)

Expenses

Management fees (Note 4)

79,~~029~~112

2,~~126~~097

1120,~~251~~363

57,~~280~~377

Brokerage commissions

57,~~214~~223

1,~~430~~107

815,~~437~~660

34,~~567~~674

Total expenses

1216,~~243~~335

3,~~556~~204

1936,~~688~~023

812,~~847~~051

Net income (loss)

~~227~~1,~~590~~147,249

(~~457~~144,~~765~~184

)

(1197,~~344,531~~282

)

(~~810~~954,~~201~~385

)

Net income (loss) per share

(01.2537

)**

(31.2946

)**

(717.8709

)**

(614.3005

)**

Net income (loss) per weighted average share

02.4077

(31.5973

)**

(30.2471

)**

(613.0316

)**

Weighted average shares outstanding

~~566~~414,~~524~~150

~~127~~83,~~513~~172

~~414~~277,~~957~~126

~~134~~72,~~294~~547

* Interest income does not exceed paid in kind of 5%.

** On October 3, 2019 there was a 1-for-2 reverse share split. The Statement of Operations have been adjusted for the periods shown to reflect the 1-for-2 reverse share split on a retroactive basis.

See accompanying notes to condensed financial statements.

USCF Funds Trust

Condensed Statements of Operations (Unaudited)

For the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018

USCF Funds Trust

Three months ended June 30, 2019

Three months ended June 30, 2018

Six months ended June 30, 2019

Six months ended June 30, 2018

Three months ended September 30, 2019

Three months ended September 30, 2018

Nine months ended September 30, 2019

Nine months ended September 30, 2018

Income

Gain (loss) on trading of commodity futures contracts:

Realized gain (loss) on closed futures contracts

(23,~~276~~020,~~635~~446

)

~~340~~1,~~052~~330,614

58,~~815~~835,~~048~~494

~~936~~2,~~914~~267,528

Change in unrealized gain (loss) on open futures contracts

1(6,~~606~~849,~~427~~102

)

172,~~508,749~~083

7828,~~677,582~~480

1,~~562~~634,~~377~~460

Realized gain (loss) on short-term investments

—

~~(25~~—

)

—

(25

)

Dividend income

3521,~~639~~253

25,~~530~~966

5576,~~575~~828

28,~~530~~496

Interest income*

6259,~~808~~973

1622,~~748~~330

~~115~~175,~~798~~771

3659,~~680~~010

ETF transaction fees

415,~~703~~794

~~279~~1,203

1025,~~005~~799

~~463~~1,666

Total income (loss)

(~~567~~3,~~058~~731,636

)

1,~~868~~432,~~333~~196

139,~~674~~942,~~008~~372

23,~~538~~971,~~939~~135

Expenses

Management fees (Note 4)

5554,~~127~~531

1622,~~617~~238

~~113~~168,~~976~~507

3153,~~585~~823

Brokerage commissions

3039,~~450~~815

79,~~987~~826

67107,~~367~~182

1626,~~724~~550

Total expenses

8594,~~577~~346

2432,~~604~~064

~~181~~275,~~343~~689

4880,~~309~~373

Net income (loss)

(~~652~~3,~~635~~825,982

)

1,~~843~~400,~~729~~132

139,~~492~~666,~~665~~683

23,~~490~~890,~~630~~762

* Interest income does not exceed paid in kind of 5%.

See accompanying notes to condensed financial statements.

USCF Funds Trust

Condensed Statement of Changes in Capital (Unaudited)

For the ~~six~~nine months ended ~~June~~September 30, 2019

United States 3x Oil Fund

	Sponsor		Shareholders			Total
Balances, at December 31, 2018	$	1,000	$	15,823,596		$	15,824,596
Additions		—		617,~~526~~834,~~061~~262			617,~~526~~834,~~061~~262
Redemptions		—		(1327,~~788~~681,~~029~~674	)		(1327,~~788~~681,~~029~~674	)
Net income (loss)		—		149,~~837~~863,~~196~~965			149,~~837~~863,~~196~~965
Balances, at June 30, 2019	$	1,000	$	23,398,824		$	23,399,824
Balances, at September 30, 2019	$	1,000	$	15,840,149		$	15,841,149

Condensed Statement of Changes in Shares Outstanding (Unaudited) ~~For the six months ended June 30, 2019~~

	Sponsor		Limited Partners			Total
Shares Outstanding, at December 31, 2018		40		1,000,000			1,000,040
Additions		—		300,000			300,000
Redemptions		—		(450,000	)		(450,000	)
Shares Outstanding, at June 30, 2019		40		850,000			850,040
Net Asset Value Per Share:
At December 31, 2018						$	15.82
At June 30, 2019						$	27.53

For the nine months ended September 30, 2019

	Sponsor		Limited Partners			Total
Shares Outstanding, at December 31, 2018		40		1,000,000			1,000,040
Additions		—		850,000			850,000
Redemptions		—		(1,000,000	)		(1,000,000	)

Shares Outstanding, at September 30, 2019		40		850,000			850,040

Net Asset Value Per Share:
At December 31, 2018						$	15.82
At September 30, 2019						$	18.64

See accompanying notes to condensed financial statements.

USCF Funds Trust

Condensed Statement of Changes in Capital (Unaudited)

For the ~~six~~nine months ended ~~June~~September 30, 2019

United States 3x Short Oil Fund

	Sponsor		Shareholders			Total
Balances, at December 31, 2018	$	1,000	$	3,218,657		$	3,219,657
Additions		—		211,~~789~~295,~~527~~336			211,~~789~~295,~~527~~336
Redemptions		—		(17,~~908~~172,~~322~~045	)		(17,~~908~~172,~~322~~045	)
Net income (loss)		—		(1197,~~344,531~~282	)		(1197,~~344,531~~282	)
Balances, at June 30, 2019	$	1,000	$	2,755,331		$	2,756,331
Balances, at September 30, 2019	$	1,000	$	7,144,666		$	7,145,666

Condensed Statement of Changes in Shares Outstanding (Unaudited) ~~For the six months ended June 30, 2019~~

	Sponsor		Limited Partners			Total
Shares Outstanding, at December 31, 2018		40		250,000			250,040
Additions		—		500,000			500,000
Redemptions		—		(200,000	)		(200,000	)
Shares Outstanding, at June 30, 2019		40		550,000			550,040
Net Asset Value Per Share:
At December 31, 2018						$	12.88
At June 30, 2019						$	5.01

For the nine months ended September 30, 2019

	Sponsor		Limited Partners			Total
Shares Outstanding, at December 31, 2018		40		125,000	*		125,040
Additions		—		1,425,000	*		1,425,000
Redemptions		—		(725,000	)*		(725,000	)

Shares Outstanding, at September 30, 2019		40		825,000	*		825,040

Net Asset Value Per Share:
At December 31, 2018						$	25.75	*
At September 30, 2019						$	8.66	*

* On October 3, 2019 there was a 1-for-2 reverse share split. The Statement of Changes in Shares Outstanding has been adjusted for the period shown to reflect the 1-for-2 reverse share split on a retroactive basis.

See accompanying notes to condensed financial statements.

USCF Funds Trust

Condensed Statement of Changes in Capital (Unaudited)

For the ~~six~~nine months ended ~~June~~September 30, 2019

USCF Funds Trust

	Sponsor		Shareholders			Total
Balances, at December 31, 2018	$	2,000	$	19,042,253		$	19,044,253
Additions		—		929,~~315~~129,~~588~~598			929,~~315~~129,~~588~~598
Redemptions		—		(1534,~~696~~853,~~351~~719	)		(1534,~~696~~853,~~351~~719	)
Net income (loss)		—		139,~~492~~666,~~665~~683			139,~~492~~666,~~665~~683
Balances, at June 30, 2019	$	2,000	$	26,154,155		$	26,156,155
Balances, at September 30, 2019	$	2,000	$	22,984,815		$	22,986,815

Condensed Statement of Changes in Shares Outstanding (Unaudited)

For the ~~six~~nine months ended ~~June~~September 30, 2019

Sponsor

Limited Partners

Total

Shares Outstanding, at December 31, 2018

1,~~250~~125,000

1,~~250~~125,080

Additions

—

~~800~~2,275,000

Redemptions

—

(~~650~~1,725,000

)

Shares Outstanding, at June 30, 2019

1,400,000

1,400,080

Shares Outstanding, at September 30, 2019

1,675,000

1,675,080

* On October 3, 2019 there was a 1-for-2 reverse share split for United States 3x Short Oil Fund. The Statement of Changes in Shares Outstanding has been adjusted for the period shown to reflect the 1-for-2 reverse share split on a retroactive basis.

See accompanying notes to condensed financial statements.

USCF Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018

United States 3x Oil Fund

	Six months ended June 30, 2019			Six months ended June 30, 2018
	Nine months ended September 30, 2019			Nine months ended September 30, 2018
Cash Flows from Operating Activities:
Net income (loss)	$	149,~~837~~863,~~196~~965		$	34,~~300~~845,~~831~~147
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Unrealized (gain) loss on open futures contracts		(9360,~~032,114~~365	)		(1,~~621~~611,~~597~~340	)
(Increase) decrease in dividends receivable		(32,~~552~~339	)		(1,~~231~~595	)
(Increase) decrease in interest receivable		(~~748~~4,954	)		(~~225~~2,449	)
(Increase) decrease in directors' fees and insurance receivable		(4,323	)		—
(Increase) decrease in prepaid insurance		(4,323	)		—
(Increase) decrease in ETF transaction fees receivable		317			—
(Increase) decrease in other assets		—			848
Increase (decrease) in management fees payable		7,~~910~~860			~~483~~4,136
Increase (decrease) in brokerage commissions payable		—			750
Net cash provided by (used in) operating activities		59,~~804~~500,~~686~~161			13,~~679~~235,~~859~~497
Cash Flows from Financing Activities:
Addition of shares		718,~~317~~625,~~653~~854			—2,762,087
Redemption of shares		(1327,~~788~~681,~~029~~674	)		—
Net cash provided by (used in) financing activities		(69,~~470~~055,~~376~~820	)		—2,762,087
Net Increase (Decrease) in Cash and Cash Equivalents		~~(665~~444,~~690~~341	)		15,~~679~~997,~~859~~584
Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of period		18,936,552			3,780,699
Total Cash, Cash Equivalents and Equity in Trading Accounts, end of period	$	1819,~~270~~380,~~862~~893		$	59,~~460~~778,~~558~~283
Components of Cash and Cash Equivalents:
Cash and Cash Equivalents	$	53,~~757~~514,~~565~~790		$	12,~~851~~097,~~292~~287
Equity in Trading Accounts:
Cash and Cash Equivalents		1215,~~513~~866,~~297~~103			37,~~609~~680,~~266~~996
Total Cash, Cash Equivalents and Equity in Trading Accounts	$	1819,~~270~~380,~~862~~893		$	59,~~460~~778,~~558~~283

See accompanying notes to condensed financial statements.

USCF Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018

United States 3x Short Oil Fund

	Six months ended June 30, 2019			Six months ended June 30, 2018
	Nine months ended September 30, 2019			Nine months ended September 30, 2018
Cash Flows from Operating Activities:
Net income (loss)	$	(1197,~~344,531~~282	)	$	(~~810~~954,~~201~~385	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Unrealized (gain) loss on open futures contracts		1(468,~~354,532~~115	)		59(23,~~220~~120	)
(Increase) decrease in dividends receivable		~~(941~~51	)		(~~140~~192	)
(Increase) decrease in interest receivable		14(1,550	)		99146
(Increase) decrease in directors' fees and insurance receivable		(256	)		—
(Increase) decrease in prepaid insurance		(256	)		—
(Increase) decrease in other assets		—			848
Increase (decrease) in management fees payable		~~847~~2,054			(1,~~068~~115	)
Increase (decrease) in brokerage commissions payable		—			250
Net cash provided by (used in) operating activities		9,(665,098	)		(~~750~~977,~~992~~568	)
Cash Flows from Financing Activities:
Addition of shares		211,~~789~~295,~~527~~336			~~798~~1,~~518~~042,105
Redemption of shares		(17,~~908~~172,~~322~~045	)		(372,440	)
Net cash provided by (used in) financing activities		~~881~~4,~~205~~123,291			~~426~~669,~~078~~665
Net Increase (Decrease) in Cash and Cash Equivalents		~~890~~3,~~870~~458,193			(~~324~~307,~~914~~903	)
Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of period		2,514,153			1,315,082
Total Cash, Cash Equivalents and Equity in Trading Accounts, end of period	$	35,~~405~~972,~~023~~346		$	~~990~~1,~~168~~007,179
Components of Cash and Cash Equivalents:
Cash and Cash Equivalents	$	~~936~~208,~~659~~566		$	~~185~~212,~~696~~446
Equity in Trading Accounts:
Cash and Cash Equivalents		25,~~468~~763,~~364~~780			~~804~~794,~~472~~733
Total Cash, Cash Equivalents and Equity in Trading Accounts	$	35,~~405~~972,~~023~~346		$	~~990~~1,~~168~~007,179

See accompanying notes to condensed financial statements.

USCF Funds Trust

Condensed Statements of Cash Flows (Unaudited)

For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018

USCF Funds Trust

	Six months ended June 30, 2019			Six months ended June 30, 2018
	Nine months ended September 30, 2019			Nine months ended September 30, 2018
Cash Flows from Operating Activities:
Net income (loss)	$	139,~~492~~666,~~665~~683		$	23,~~490~~890,~~630~~762
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Unrealized (gain) loss on open futures contracts		(7828,~~677,582~~480	)		(1,~~562~~634,~~377~~460	)
(Increase) decrease in dividends receivable		(42,~~493~~288	)		(1,~~371~~787	)
(Increase) decrease in interest receivable		(~~734~~6,504	)		(~~126~~2,303	)
(Increase) decrease in directors' fees and insurance receivable		(4,579	)		—
(Increase) decrease in prepaid insurance		(4,579	)		—
(Increase) decrease in ETF transaction fees receivable		317			—
(Increase) decrease in other assets		—			1,696
Increase (decrease) in management fees payable		89,~~757~~914			~~(585~~3,021	)
Increase (decrease) in brokerage commissions payable		—			1,000
Net cash provided by (used in) operating activities		58,~~814~~835,~~351~~063			~~928~~2,~~867~~257,929
Cash Flows from Financing Activities:
Addition of shares		1029,~~107~~921,~~180~~190			~~798~~3,~~518~~804,192
Redemption of shares		(1534,~~696~~853,~~351~~719	)		(372,440	)
Net cash provided by (used in) financing activities		(54,~~589~~932,~~171~~529	)		~~426~~3,~~078~~431,752
Net Increase (Decrease) in Cash and Cash Equivalents		~~225~~3,~~180~~902,534			15,~~354~~689,~~945~~681
Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of period		21,450,705			5,095,781
Total Cash, Cash Equivalents and Equity in Trading Accounts, end of period	$	2125,~~675~~353,~~885~~239		$	610,~~450~~785,~~726~~462
Components of Cash and Cash Equivalents:
Cash and Cash Equivalents	$	63,~~694~~723,~~224~~356		$	2,~~036~~309,~~988~~733
Equity in Trading Accounts:
Cash and Cash Equivalents		1421,~~981~~629,~~661~~883			48,~~413~~475,~~738~~729
Total Cash, Cash Equivalents and Equity in Trading Accounts	$	2125,~~675~~353,~~885~~239		$	610,~~450~~785,~~726~~462

See accompanying notes to condensed financial statements.

USCF Funds Trust

Notes to Condensed Financial Statements

For the period ended ~~June~~September 30, 2019 (Unaudited)

NOTE 1 - — ORGANIZATION AND BUSINESS

The USCF Funds Trust (the “Trust”) is a Delaware statutory trust formed on March 2, 2016. The Trust is a series trust formed pursuant to the Delaware Statutory Trust Act. United States 3x Oil Fund (“USOU”) and United States 3x Short Oil Fund (“USOD”) are both series of the Trust. Two other series: REX S&P MLP Fund (“RMLP”), and REX S&P MLP Inverse Fund (“MLPD”, together with RMLP, the “REX Funds”)) never commenced operations and filed to withdraw from registration on March 30, 2018. USOU and USOD are commodity pools that continuously issue common shares of beneficial interest that may be purchased and sold on NYSE Arca Equities, Inc. stock exchange (“NYSE Arca”). USOU and USOD each referred to as the “Fund” and collectively referred to herein as the “Funds” or the “Trust Series.” The Trust and the Funds operate pursuant to the Trust’s Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated as of June 23, 2017. The sole trustee of the Trust is Wilmington Trust Company, National Association, a national banking association, with its principal place of business in the State of Delaware (the “Trustee”). The Trust and the Funds are managed and operated by the United States Commodity Funds, LLC (“USCF” or the “Sponsor”). USCF is a limited liability company formed in Delaware on May 10, 2005, that is registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).

The Sponsor has the power and authority to establish and designate one or more series, or funds, and to issue shares thereof, from time to time as it deems necessary or desirable. The Sponsor also has the 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 will exist commenced on the date of the filing of the Certificate of Trust, and the Trust and any Fund will exist in perpetuity, unless earlier terminated in accordance with the provisions of the Trust Agreement. Each Fund is separate from all other Funds created as series of the Trust in respect of the assets and liabilities allocated to that Fund and each Fund represents a separate investment portfolio of the Trust. Separate and distinct records must be maintained for each Fund and the assets associated with a Fund shall 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 Fund.

The Trustee is not affiliated with the Sponsor. The Trustee will accept legal service of process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. 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 and the Trustee does not owe any other duties to the Trust, the Sponsor or the shareholders of any Fund.

The Sponsor 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”) and the United States Gasoline Fund, LP (“UGA”), 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 and “UGA” on February 26, 2008, respectively. As a result of the acquisition of the AMEX by NYSE Euronext, each of USO’s, UNG’s, USL’s and UGA’s shares commenced trading on the NYSE Arca on November 25, 2008. USCF is also the general partner of 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 “UNL” on November 18, 2009 and “BNO” on June 2, 2010, respectively. USCF previously served as the general partner for the United States Short Oil Fund, LP (“DNO”) and the United States Diesel-Heating Oil Fund, LP (“UHN”), both of which were liquidated in 2018.

USCF is also the sponsor of the United ~~States~~ States Commodity Index Funds Trust, a Delaware statutory trust, and each of its series, the United States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”), the USCF Crescent Crypto Index Fund (“XBET”) and the United States Agriculture Index Fund (“USAG”). USAG was liquidated in 2018. XBET is currently in registration and has not commenced operations. USCI and CPER listed their shares on the NYSE Arca under the ticker symbols “USCI” on August 10, 2010 and “CPER” on November 15, 2011, respectively.

On September 4, 2018, the Trust, and USOD, a series of the Trust, received a notice from the NYSE Arca, notifying the Trust that USOD is not in compliance with the requirement under Rule 8.200E(d)(2)(c) that USOD meet the NYSE Arca’s continued listing standard to maintain a market value of not less than $1,000,000. USOD received an initial six-month period (the "Cure Period") to regain compliance with Rule 8.200E(d)(2)(c), after the Trust submitted, and NYSE Arca accepted, a written response describing USOD's plan to cure the deficiency during the Cure Period. To regain compliance during the Cure Period, USOD was required to demonstrate that it had a market value of $1,000,000 or more for thirty or more trading days. On November 21, 2018, USOD received a notice from NYSE Arca that it had regained compliance with NYSE Arca's continued listing standard by maintaining a market value of not less than $1,000,000 for thirty or more trading days.

USOD remained in compliance from such date through ~~June~~September 30, 2019. However, there can be no assurance that USOD will be able to maintain compliance with the market value ~~requirement~~ requirement or otherwise maintain compliance with the other NYSE Arca listing requirements. See “Item 1A. Risk Factors - Other Risks” - “NYSE Arca may halt trading in the Fund’s shares, which would adversely impact an investor’s ability to sell shares” and “A Fund could terminate at any time and cause the liquidation and potential loss of an investor’s investment and could upset the overall maturity and timing of an investor’s investment portfolio” in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018.

All funds listed previously, other than XBET, USAG, DNO and UHN, are referred to collectively herein as the “Related Public Funds.”

On October 3, 2019, after the close of trading on the NYSE Arca, USOD effected a 1-for-2 reverse share split and post-split shares of USOD began trading on October 4, 2019. As a result of the reverse share split, every two pre-split shares of USOD were automatically exchanged for one post-split share. Immediately prior to the reverse split, there were 1,650,040 shares of USOD issued and outstanding, representing a per share NAV of $4.33. Immediately after the reverse share split, the number of issued and outstanding shares of USOD decreased to 825,040, not accounting for fractional shares, and the per share NAV increased to $8.66. In connection with the reverse share split, the CUSIP number for USOD’s shares changed to 91733T505. USOD’s ticker symbol, “USOD,” remains the same.

All funds listed previously, other than XBET, USAG, DNO and UHN, are referred to collectively herein as the “Related Public Funds.”

Effective as of July 20, 2017, each of USOU and USOD issued shares to certain authorized purchasers (“Authorized Participants”) by offering baskets consisting of 50,000 shares (“Creation Baskets”) through ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”). The purchase price for a Creation Basket of USOU or USOD, as applicable, is based upon the net asset value (“NAV”) of a share of USOU or USOD, as applicable, 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 Participants pay USOU and USOD, as applicable, a transaction fee equal to 0.04% of total NAV of the Creation Baskets 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. The transaction fee may be waived, reduced, increased or otherwise changed by USCF. 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 Fund 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 in the United States of America (“U.S. GAAP”). 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 condensed financial statements have been prepared in conformity with U.S. GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. Each series of the Trust is an investment company and follows the accounting and reporting guidance in FASB Topic 946.

The Trust financial statements included its respective series of funds financial statements including USOU, USOD and the REX Funds through December 31, 2017. For reporting commencing with the March 31, 2018 reporting period, and in conjunction with the termination of the REX Funds on March 30, 2018 the REX Funds financial statements have not been included, but are included in the overall Trust financial statements for the applicable reporting periods.

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. The Funds earn income on funds held at the custodian or a futures commission merchant (“FCM”) 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 Funds 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 U.S. GAAP, each Fund is 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 Fund 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 2017 (commencement of operations). 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 ~~June~~September 30, 2019 for any Trust Series.

Creations and Redemptions

Authorized Participants may purchase Creation Baskets or redeem Redemption Baskets 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.

The Funds receive or pay the proceeds from shares sold or redeemed within two business days after the trade date of the purchase or redemption. The amounts due from Authorized Participants are reflected in the Funds' condensed statements of financial condition as receivable for shares sold and amounts payable to Authorized Participants upon redemption are reflected as payable for shares redeemed.

For USOU or USOD, Authorized Participants pay a transaction fee equal to 0.04% of total NAV of baskets to the Fund for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets. The transaction fee may be waived, reduced, increased or otherwise changed by USCF.

Trust Capital and Allocation of Income and Losses

The Trust is treated as a partnership for tax purposes. 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.

Calculation of Per Share NAV

USOU and USOD Funds' 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 that amount by the total number of shares outstanding. The Funds use the closing price for the contracts on the relevant exchange on that day to determine the value of contracts held on such exchange. The NAV for a normal trading day is released after 4:00 p.m. Eastern time (“E.T.”). For futures contracts and options traded on exchanges, USOU and USOD’s administrator (the “Administrator”) use the closing or settlement price published by the applicable exchange or, in the case of a market disruption, the last traded price before settlement. In the case of the Benchmark Oil Futures Contract, the NYMEX closing price (determined at the earlier of the close of the NYMEX or 2:30 p.m. E.T.) for the contracts traded on the NYMEX is used. Other investments’ values for purposes of determining the NAV for each of USOU and USOD, including Treasuries, cash equivalents (other than money market funds), cleared and non-cleared swaps, forwards, options and swaps are calculated by the Administrator using market quotations and market data, if available, or other information customarily used to determine the fair value of such investments as of the earlier of the close of the NYSE Arca or 4:00 p.m. E.T. Money market funds are valued at their end of day NAV.

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 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 ~~June~~September 30, 2019, USCF held 40 shares of each of of USOU and USOD.

Offering Costs

Offering costs incurred in connection with the registration of additional shares of any Trust Series after the initial registration of shares of such Trust Series are borne by each respective Trust Series. These costs include registration fees paid to regulatory agencies and all legal, accounting, printing and other expenses associated with such offerings. These costs 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.

Reclassification

Certain amounts in the accompanying condensed financial statements were reclassified to conform to the current presentation.

Use of Estimates

The preparation of condensed financial statements in conformity with U.S. 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.

18NOTE 3 — TRUST SERIES

~~NOTE~~Pursuant 3to -the ~~TRUST~~Trust ~~SERIES~~Agreement, four series have been designated as series of the Trust. Following the designation of the Funds as a series of the Trust, an initial capital contribution of $1,000 was made to each respective Fund by the Sponsor and deemed an initial contribution of capital to each respective Fund. The Sponsor contributed an aggregate of $4,000 to the Trust, $1,000 on March 31, 2016 for RMLP, $1,000 on April 15, 2016 for MLPD, $1,000 on June 20, 2017 for USOU and $1,000 on June 20, 2017 for USOD. As of September 30, 2019, RMLP and MLPD were no longer in registration. In connection with the commencement of trading for USOU and USOD under each Fund’s ticker, and the initial offering of shares, USCF received 40 Sponsor Shares of each of USOU and USOD in exchange for the previously received capital contribution, representing a beneficial ownership interest in each Fund. As of September 30, 2019, USCF held 40 shares of each of USOU and USOD.

Pursuant to the Trust Agreement, four series have been designated as series of the Trust. Following the designation of the Funds as a series of the Trust, an initial capital contribution of $1,000 was made to each respective Fund by the Sponsor and deemed an initial contribution of capital to each respective Fund. The Sponsor contributed an aggregate of $4,000 to the Trust, $1,000 on March 31, 2016 for RMLP, $1,000 on April 15, 2016 for MLPD, $1,000 on June 20, 2017 for USOU and $1,000 on June 20, 2017 for USOD. As of June 30, 2019, RMLP and MLPD were no longer in registration. In connection with the commencement of trading for USOU and USOD under each Fund’s ticker, and the initial offering of shares, USCF received 40 Sponsor Shares of each of USOU and USOD in exchange for the previously received capital contribution, representing a beneficial ownership interest in each Fund. As of June 30, 2019, USCF held 40 shares of each of USOU and USOD.

On July 19, 2017, the Trust received a notice of effectiveness from the SEC for its registration of 30,000,000 shares of USOU and 30,000,000 shares of USOD on Form S-1 with the SEC. The order to permit listing of USOU and USOD shares on the NYSE Arca was received on July 20, 2017. On July 20, 2017, USOU and USOD listed their shares on the NYSE Arca under the ticker symbols “USOU” and “USOD,” respectively. USOU and USOD established their initial per share NAV by setting the price at $25.00. 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, on July 20, 2017, each Fund issued 100,000 shares to the initial Authorized Participant, RBC Capital Markets LLC in exchange for $2,500,000 for USOU and $2,500,000 for USOD. Each of USOU and USOD also commenced investment operations on July 20, 2017 by purchasing Futures Contracts traded on the Futures Exchanges.

Investment Objective of the Funds

USOU

USOU’s shares trade on the NYSE Arca. The investment objective of USOU is for the daily changes in percentage terms of its shares’ per share NAV to reflect three times (3x) the daily change in percentage terms of the price of a specified short-term futures contract on light, sweet crude oil (the “Benchmark Oil Futures Contract”) less USOU’s expenses. To achieve this objective, USCF endeavors to have the notional value of USOU’s aggregate exposure to the Benchmark Oil Futures Contract at the close of each trading day approximately equal to 300% of its NAV. USOU seeks a return that is 300% of the return of the Benchmark Oil Futures Contract for a single day and does not seek to achieve its stated investment objective over a period of time greater than one day. The pursuit of daily leveraged investment goals means that the return of USOU for a period longer than a full trading day may have no resemblance to 300% of the return of the Benchmark Oil Futures Contract for a period of longer than a full trading day because the aggregate return of USOU is the product of the series of each trading day’s daily returns.

USOU’s shares began trading on July 20, 2017. As of ~~June~~September 30, 2019, USOU held ~~1,201~~879 Futures Contracts on the New York Mercantile Exchange (“NYMEX”), ~~totaling~~ ~~1,201~~totaling 879 futures contracts.

USOD

USOD’s shares trade on the NYSE Arca. The investment objective of USOD is for the daily changes in percentage terms of its shares’ per share NAV to reflect three times the inverse (-3x) of the daily change in percentage terms of the price of a specified short-term futures contract on light, sweet crude oil (the “Benchmark Oil Futures Contract”) less USOD’s expenses. To achieve this objective, USCF endeavors to have the notional value of USOD’s aggregate short exposure to the Benchmark Oil Futures Contract at the close of each trading day approximately equal to 300% of its NAV. USOD seeks a return that is -300% of the return of the Benchmark Oil Futures Contract for a single day and does not seek to achieve its stated investment objective over a period of time greater than one day. The pursuit of daily inverse leveraged investment goals means that the return of USOD for a period longer than a full trading day may have no resemblance to -300% of the return of the Benchmark Oil Futures Contract for a period of longer than a full trading day because the aggregate return of USOD is the product of the series of each trading day’s daily returns.

USOD’s shares began trading on July 20, 2017. As of ~~June~~September 30, 2019, USOD held ~~141~~396 Futures Contracts on the NYMEX, totaling ~~141~~396 futures contracts.

Trading Advisor and Trustee

The Trustee accepts service of legal ~~process~~ 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.~~

Trustee does not owe any other duties to the Trust, USCF or the shareholders.

NOTE 4 — FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS

USCF Management Fee

Under the Trust Agreement, USCF is responsible for investing the assets of USOU and USOD (together the "Trust Series") in accordance with the objectives and policies of USOU or USOD, as applicable. In addition, USCF has arranged for one or more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to the Trust Series. For these services, each Fund is obligated to pay USCF a fee, which is paid monthly, equal to: from July 20, 2017 to November 14, 2017, 1.35% and 1.65%, respectively for USOU and USOD per annum of average daily total net assets, and commencing on November 15, 2017, 0.95% for each USOU and USOD per annum of average daily total net assets of each of USOU or USOD, as applicable.

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

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

Ongoing Registration Fees and Other Offering Expenses

The Trust Series pay (a) the applicable ~~Management~~ Management Fee payable to USCF, discussed above, (b) brokerage fees, futures commission merchant fees and other fees and commissions ~~incurred~~ incurred in connection with the trading activities of the Fund, (c) any costs and expenses related to registration of additional ~~shares~~ shares of the Fund, and (d) all other expenses allocated to the Fund by USCF in consultation with REX MLP Shares, LLC, as may be ~~disclosed~~ disclosed from time to time. During the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 did not incur registration fees or other offering expenses.

Independent Directors’ and Officers’ Expenses

The Sponsor is responsible for paying its portion of the directors’ and officers’ liability insurance for the Funds and the fees and expenses of the independent directors who also serve as audit committee members of the Funds. The directors also serve as the directors, and for the independent directors as audit committee members, of the Related Public Funds and the other Funds that are series of the Trust. The Sponsor shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative asset value of the Funds to the total Related Public Fund’s asset value computed on a daily basis. These fees and expenses for the year ending December 31, 2019 are estimated to be a total of $543,500 for the Funds and the Related Public Funds. USOU’s portion of such fees and expenses for the year ending December 31, 2019 is estimated to be a total of $0 and USOD’s portion of such fees and expenses for the year ending December 31, 2019 is estimated to be a total of $0.

Investor Tax Reporting Cost

The fees and expenses associated with the Funds' audit expenses and tax accounting and reporting requirements are paid by the Sponsor. These costs are estimated to be $0 for the year ending December 31, 2019 for USOU and USOD. Tax reporting costs fluctuate between years due to the number of shareholders during any given year.

Other Expenses and Fees

In addition to the fees described above, ~~each~~ ~~Active~~each ~~Fund~~of ~~pays~~the Funds pay all brokerage fees and other expenses in connection with the operation of such ~~Active~~ Fund, excluding costs and expenses paid by USCF as outlined in Note 5 – Contracts and Agreements below.

NOTE 5 — CONTRACTS AND AGREEMENTS

Marketing Agent Agreement

The Sponsor and the Trust, each on its own behalf and on behalf of the Funds, are party to a marketing agent agreement, dated as of July 14, 2017, as amended from time to time, with the Marketing Agent, whereby the Marketing Agent provides certain marketing services for the Funds as outlined in the agreement. The fee of the Marketing Agent, which is borne by the Sponsor, is equal to 0.06% on the assets of USOU and USOD up to $3 billion and 0.04% on the assets of USOU and USOD in excess of $3 billion. In no event may the aggregate compensation paid to the Marketing Agent and any affiliate of the Sponsor for distribution-related services exceed 10% of the gross proceeds of each Funds' offering.

The above fee does not include website construction and development, which are also borne by the Sponsor.

Brown Brothers Harriman & Co. Agreements

The Sponsor and the Trust, on its own behalf and on behalf of the Funds, are also party to a custodian agreement, dated July 7, 2017, as amended from time to time, with Brown Brothers Harriman & Co. (“BBH&Co.”) and USCF, whereby BBH&Co. holds investments on behalf of the Trust Series. The Sponsor pays the fees of the custodian, which are determined by the parties from time to time. In addition, the Sponsor and the Trust, on its own behalf and on behalf of the Funds, are party to an administrative agency agreement, dated July 7, 2017, as amended from time to time, with BBH&Co., whereby BBH&Co. acts as the administrative agent, transfer agent and registrar for the Funds. The Sponsor 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, the Sponsor 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 the Related Public Funds, as well as a $20,000 annual fee for its transfer agency services. In addition, the Sponsor 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. The Sponsor also pays BBH&Co. transaction fees ranging from $7 to $15 per transaction.

Brokerage and Futures Commission Merchant Agreements

On July 6, 2017, the Trust entered into a futures commission merchant agreement with RBC Capital Markets LLC (“RBC”) to serve as the FCM for each Fund. The agreement with RBC requires it to provide services to each Fund in connection with the purchase and sale of Oil Futures Contracts and Other Oil-Related Investments that may be purchased and sold by or through RBC for each Fund's account. In accordance with the agreement, RBC charges each Fund commissions of approximately $7 to $8 per round-turn trade, including applicable exchange, clearing and NFA fees for Oil Futures Contracts and options on Oil Futures Contracts. Such fees include those incurred when purchasing Oil Futures Contracts and options on Oil Futures Contracts when a Fund issues shares as a result of a Creation Basket, as well as fees incurred when selling Oil Futures Contracts and options on Oil Futures Contracts when a Fund redeems shares as a result of a Redemption Basket. Such fees are also incurred when Oil Futures Contracts and options on Oil Futures Contracts are purchased or redeemed for the purpose of rebalancing the portfolio. Each Fund also incurs commissions to brokers for the purchase and sale of Oil Futures Contracts, Other Oil-Related Investments or short-term obligations of the United States of two years or less (“Treasuries”).

USOU

	For the six months ended June 30, 2019			For the six months ended June 30, 2018
	For the nine months ended September 30, 2019			For the nine months ended September 30, 2018
Total commissions accrued to brokers	$	5891,~~930~~522		$	1321,~~157~~876
Total commissions as annualized percentage of average total net assets		0.5459	%		0.4845	%
Commissions accrued as a result of rebalancing	$	5786,~~316~~849		$	1321,~~157~~512
Percentage of commissions accrued as a result of rebalancing		9794.2689	%		~~100~~98.0034	%
Commissions accrued as a result of creation and redemption activity	$	14,~~614~~673		$	—364
Percentage of commissions accrued as a result of creation and redemption activity		25.7411	%		—1.66	%

The increase in total commissions accrued to brokers for the ~~six~~ nine months ended ~~June~~September 30, 2019, compared to the ~~six~~nine months ended ~~June~~September 30, 2018, was due primarily to a higher number of contracts held and traded.

USOD

	For the six months ended June 30, 2019			For the six months ended June 30, 2018
	For the nine months ended September 30, 2019			For the nine months ended September 30, 2018
Total commissions accrued to brokers	$	815,~~437~~660		$	34,~~567~~674
Total commissions as annualized percentage of average total net assets		0.7173	%		0.6460	%
Commissions accrued as a result of rebalancing	$	714,~~957~~249		$	34,~~451~~529
Percentage of commissions accrued as a result of rebalancing		9490.3199	%		96.7590	%
Commissions accrued as a result of creation and redemption activity	$	~~480~~1,411		$	~~116~~145
Percentage of commissions accrued as a result of creation and redemption activity		59.6901	%		3.2510	%

The increase in total commissions accrued to to brokers for the ~~six~~nine months ended ~~June~~September 30, 2019, compared to the ~~six~~nine months ended ~~June~~September 30, 2018, was due primarily to a higher number of contracts held and traded.

Other Fund Service Providers

The Sponsor has entered into an agreement with REX MLP Shares, LLC (“REX”), a single member limited liability company that was formed in the state of Delaware on December 3, 2015. REX is a wholly-owned subsidiary of REX Shares, LLC, a Delaware limited liability company (“REX Shares”). Pursuant to the agreement between the Sponsor and REX, REX agreed to assist the Sponsor with the development and launch of each Trust Series and provide certain ongoing services. REX does not make investment decisions for the Sponsor, the Trust or the Funds and is not involved in the day-to-day operations or maintenance of the Funds.

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

The Trust Series may engage in the trading of futures contracts, options on futures contracts, cleared swaps and OTC swaps (collectively, “derivatives”). The Trust Series are 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.

The Trust Series may enter into futures contracts, options on futures contracts and cleared swaps 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. Cleared swaps are agreements that are eligible to be cleared by a clearinghouse, e.g., ICE Clear Europe, and provide the efficiencies and benefits that centralized clearing on an exchange offers to traders of futures contracts, including credit risk intermediation and the ability to offset positions initiated with different counterparties.

The purchase and sale of futures contracts, options on futures contracts and cleared swaps require margin deposits with an FCM. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’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 of the 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. Buying and selling options on futures contracts exposes investors to the risks of purchasing or selling futures contracts.

All of the futures contracts held by USOU ~~and~~ and USOD through ~~June~~September 30, 2019 were exchange-traded. The risks associated with exchange-traded contracts are generally perceived to to be less than those associated with OTC swaps since, in OTC swaps, a party must rely solely on the credit of its respective individual counterparties. However, in the future, if any of the Funds 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. The Funds have 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, the Funds bear the risk of financial failure by the clearing broker.

The Trust Series' cash and other property, such as Treasuries, deposited with an FCM are considered commingled with all other customer funds, subject to the FCM’s segregation requirements. In the event of an FCM’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 an FCM could result in the complete loss of each of the Funds' assets posted with that FCM; however, the majority of the Funds' assets are held in investments in Treasuries, cash and/or cash equivalents with the Funds' custodian and would not be impacted by the insolvency of an FCM. The failure or insolvency of the Funds' custodian, however, could result in a substantial loss of the Funds' assets.

The Sponsor invests a portion of the ~~Trust~~ Trust Series' cash in money market funds that seek to maintain a stable per share NAV. The Trust Series are exposed to any ~~risk~~ risk of loss associated with an investment in such money market funds. As of ~~June~~September 30, 2019, USOU ~~and USOD~~ held investments in money market funds in the ~~amounts~~amount of $32,~~109~~800,000. ~~and~~As ~~$795~~of September 30,~~000~~ 2019, ~~respectively~~USOD did not hold any investments in money market funds. As of December 31, 2018, USOU and USOD held investments in money market funds in the amounts of $2,319,000 and $345,000, respectively. USOU and USOD also hold 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 ~~June~~ September 30, 2019 and December 31, 2018, USOU held cash deposits and investments in Treasuries in the amounts of $1516,~~161~~580,~~862~~892 and $16,617,552, respectively, with the custodian and FCM. As of ~~June~~September 30, 2019 and December 31, 2018, USOD held cash deposits and investments in Treasuries in the amounts of $25,~~610~~972,~~023~~ 346 and $2,169,153, respectively, with the custodian and FCM. Some or all of these amounts may be subject to loss should USOU's or USOD's custodian and/or FCM cease operations.

For derivatives, risks arise from changes in the market value of the contracts. Theoretically, the Trust Series are 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, the Trust Series pay or receive a premium at the outset and then bear 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 have a policy of requiring review of the credit standing of each broker or counterparty with which it conducts business.

The financial instruments held by the 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~~ performance data and other supplemental financial data for USOU and USOD for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 for the shareholders. This information has been derived from information presented in the condensed financial statements.

USOU

	For the six months ended June 30, 2019 (Unaudited)			For the six months ended June 30, 2018 (Unaudited)
	For the nine months ended September 30, 2019 (Unaudited)			For the nine months ended September 30, 2018 (Unaudited)
Per Share Operating Performance:
Net asset value, beginning of period	$	15.82		$	44.83
Total income (loss)		113.9212			3336.3839
Total expenses		(0.2130	)		(0.3963	)
Net increase (decrease) in net asset value		112.7182			3235.9976
Net asset value, end of period	$	2718.5364		$	7780.8259
Total Return		7417.0283	%		7379.5977	%
Ratios to Average Net Assets
Total income (loss)		6848.7846	%		5975.8217	%
Management fees*		0.95	%		0.95	%
Expenses excluding management fees*		0.5459	%		0.4845	%
Net income (loss)		6847.0431	%		5974.1112	%

* Annualized.

USOD

	For the six months ended June 30, 2019 (Unaudited)			For the six months ended June 30, 2018 (Unaudited)
	For the nine months ended September 30, 2019 (Unaudited)			For the nine months ended September 30, 2018 (Unaudited)
Per Share Operating Performance:
Net asset value, beginning of period	$	1225.8875	*	$	1122.2142	*
Total income (loss)		(716.8296	)*		(613.2388	)*
Total expenses		(0.0513	)*		(0.0717	)*
Net increase (decrease) in net asset value		(717.8709	)*		(614.3005	)*
Net asset value, end of period	$	58.0166	*	$	48.9137	*
Total Return		(6166.1037	)%		(5662.2071	)%
Ratios to Average Net Assets
Total income (loss)		(555.4763	)%		(7190.5176	)%
Management fees*		0.95	%		0.95	%
Management fees**		0.95	%		0.95	%
Expenses excluding management fees*		0.71	%		0.64	%
Expenses excluding management fees**		0.73	%		0.60	%
Net income (loss)		(566.3088	)%		(7291.3092	)%

* ~~Annualized~~On October 3, 2019, there was a 1-for-2 reverse share split. The Financial Highlights have been adjusted for the period shown to reflect the 1-for-2 reverse share split on a retroactive basis.

** Annualized.

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 the 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 the Trust Series (observable inputs) and (2) the Trust's and the 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 USOU’s securities at ~~June~~September 30, 2019 using the fair value hierarchy:

At June 30, 2019

Total

Level I

Level II

Level III

At September 30, 2019

Total

Level I

Level II

Level III

Short-Term Investments

43,~~352~~497,~~293~~583

—

Exchange-Traded Futures Contracts

United States Contracts

5(3,~~133~~538,~~061~~688

)

5(3,~~133~~538,~~061~~688

)

—

During the ~~six~~nine months ended ~~June~~September 30, 2019, there were no transfers between Level I and Level II.

The following table summarizes the valuation of USOU’s securities at December 31, 2018 using the fair value hierarchy:

At December 31, 2018	Total			Level I			Level II		Level III
Short-Term Investments	$	3,462,297		$	3,462,297		$	—	$	—
Exchange-Traded Futures Contracts
United States Contracts		(3,899,053	)		(3,899,053	)		—		—

During the year ended December 31, 2018, there were no transfers between Level I and Level II.

The following table summarizes the valuation of USOD’s securities at ~~June~~September 30, 2019 using the fair value hierarchy:

At June 30, 2019

Total

Level I

Level II

Level III

At September 30, 2019

Total

Level I

Level II

Level III

Short-Term Investments

1149,~~092,978~~523

—

Exchange-Traded Futures Contracts

United States Contracts

~~(648~~1,~~358~~174,289

)

~~(648~~1,~~358~~174,289

)

—

During the ~~six~~nine months ended ~~June~~September 30, 2019, there were no transfers between Level I and Level II.

The following table summarizes the valuation of USOD’s securities at December 31, 2018 using the fair value hierarchy:

At December 31, 2018	Total		Level I		Level II		Level III
Short-Term Investments	$	593,087	$	593,087	$	—	$	—
Exchange-Traded Futures Contracts
United States Contracts		706,174		706,174		—		—

During the year ended December 31, 2018, there were no transfers between Level I and Level II.

The Trust and the Funds 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 USOU

Derivatives not Accounted for as Hedging Instruments		Condensed Statements of Financial Condition Location		Fair Value At ~~June~~September 30, 2019				Fair Value At December 31, 2018
Futures - Commodity Contracts		Assets		$	5(3,~~133~~538,~~061~~688	)		$	(3,899,053	)

Fair Value of Derivative Instruments Held by USOD

Derivatives not Accounted for as Hedging Instruments		Condensed Statements of Financial Condition Location		Fair Value At ~~June~~September 30, 2019				Fair Value At December 31, 2018
Futures - Commodity Contracts		Assets		$	~~(648~~1,~~358~~174,289	)		$	706,174

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

For the six months ended June 30, 2019

For the six months ended June 30, 2018

For the nine months ended September 30, 2019

For the nine months ended September 30, 2018

Derivatives not Accounted for as Hedging Instruments

Location of Gain (Loss) on Derivatives Recognized in Income

Realized Gain (Loss) on Derivatives Recognized in Income

Change in Unrealized Gain (Loss) on Derivatives Recognized in Income

Realized Gain (Loss) on Derivatives Recognized in Income

Change in Unrealized Gain (Loss) on Derivatives Recognized in Income

Futures - Commodity Contracts

Realized gain (loss) on closed positions

59,~~805~~504,~~849~~125

13,~~686~~243,~~323~~340

Change in unrealized gain (loss) on open positions

9360,~~032,114~~365

1,~~621~~611,~~597~~340

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

For the six months ended June 30, 2019

For the six months ended June 30, 2018

For the nine months ended September 30, 2019

For the nine months ended September 30, 2018

Derivatives not Accounted for as Hedging Instruments

Location of Gain (Loss) on Derivatives Recognized in Income

Realized Gain (Loss) on Derivatives Recognized in Income

Change in Unrealized Gain (Loss) on Derivatives Recognized in Income

Realized Gain (Loss) on Derivatives Recognized in Income

Change in Unrealized Gain (Loss) on Derivatives Recognized in Income

Futures - Commodity Contracts

Realized gain (loss) on closed positions

9(668,~~199~~631

)

(~~749~~975,~~409~~812

)

Change in unrealized gain (loss) on open positions

(1468,~~354,532~~115

)

~~(59~~23,~~220~~120

)

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 USCF 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 USOU and USOD’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 files in the future 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

Each Trust Series is a commodity pool that issues shares representing fractional undivided beneficial interests in each such Trust Series that may be purchased and sold on the NYSE Arca.

The USCF Funds Trust (the “Trust”) is a Delaware statutory trust formed on March 2, 2016. The Trust is a series trust formed pursuant to the Delaware Statutory Trust Act. United States 3x Oil Fund (“USOU”) and United States 3x Short Oil Fund (“USOD”) are both series of the Trust. Two other series: REX S&P MLP Fund (“RMLP”), and REX S&P MLP Inverse Fund (“MLPD”, together with RMLP, the “REX Funds”)) never commenced operations and filed to withdraw from registration on March 30, 2018. USOU and USOD are commodity pools that continuously issue common shares of beneficial interest that may be purchased and sold on NYSE Arca Equities, Inc. stock exchange (“NYSE Arca”). USOU and USOD are collectively referred to herein as the “Trust Series” or the “Funds”. The Trust and the Funds operate pursuant to the Trust’s Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated as of June 23, 2017. The sole trustee of the Trust is Wilmington Trust Company, National Association, a national banking association, with its principal place of business in the State of Delaware (the “Trustee”). The Trust and the Funds are managed and operated by the United States Commodity Funds, LLC (“USCF” or the “Sponsor”). USCF is a limited liability company formed in Delaware on May 10, 2005, that is registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).

The Trust and Trust Series maintain their main business offices at 1850 Mt. Diablo Boulevard, Suite 640, Walnut Creek, CA 94596.

United States 3x Oil Fund

The investment objective of USOU is for the daily changes in percentage terms of its shares’ per share net asset value (“NAV”) to reflect three times (3x) the daily change in percentage terms of the price of a specified short-term futures contract on light, sweet crude oil (the “Benchmark Oil Futures Contract”) less USOU’s expenses. To achieve this objective, USCF endeavors to have the notional value of USOU’s aggregate exposure to the Benchmark Oil Futures Contract at the close of each trading day approximately equal to 300% of its NAV. USOU seeks a return that is 300% of the return of the Benchmark Oil Futures Contract for a single day and does not seek to achieve its stated investment objective over a period of time greater than one day. The pursuit of daily leveraged investment goals means that the return of USOU for a period longer than a full trading day may have no resemblance to 300% of the return of the Benchmark Oil Futures Contract for a period of longer than a full trading day because the aggregate return of USOU is the product of the series of each trading day’s daily returns.

USCF believes that market arbitrage opportunities will cause daily changes in USOU’s share price on NYSE Arca on a percentage basis, to closely track the daily changes in USOU’s per share NAV on a percentage basis. USOU will not seek to achieve its stated investment objective over a period of time greater than one day. During periods of market volatility, the volatility of the Benchmark Oil Futures Contract may affect USOU’s return as much as or more than the return of the Benchmark Oil Futures Contract. Further, the return for investors that invest for periods less than a full trading day or for a period different than a trading day will not be the product of the return of USOU’s stated investment objective and the performance of the Benchmark Oil Futures Contract for the full trading day. Additionally, investors should be aware that USOU’s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of light, sweet crude oil. Natural market forces called contango and backwardation can impact the total return on an investment in USOU’s shares relative to a hypothetical direct investment in crude oil and, in the future, it is likely that the relationship between the market price of USOU’s shares and changes in the spot prices of light, sweet crude oil will continue to be so impacted by contango and backwardation. (It is important to note that the disclosure above ignores the potential costs associated with physically owning and storing crude oil, which could be substantial.)

USOU's shares began trading on July 20, 2017. As of ~~June~~September 30, 2019, USOU held ~~1,201~~879 NYMEX WTI Crude Oil Futures CL contracts and did not hold ICE WTI Crude Oil Futures contracts.

United States 3x Short Oil Fund

The investment objective of USOD is for the daily changes in percentage terms of its shares’ per share NAV to reflect three times the inverse (-3x) of the daily change in percentage terms of the price of a specified short-term futures contract on light, sweet crude oil (the “Benchmark Oil Futures Contract”) less USOD’s expenses. To achieve this objective, USCF endeavors to have the notional value of USOD’s aggregate short exposure to the Benchmark Oil Futures Contract at the close of each trading day approximately equal to 300% of its NAV. USOD seeks a return that is -300% of the return of the Benchmark Oil Futures Contract for a single day and does not seek to achieve its stated investment objective over a period of time greater than one day. The pursuit of daily inverse leveraged investment goals means that the return of USOD for a period longer than a full trading day may have no resemblance to -300% of the return of the Benchmark Oil Futures Contract for a period of longer than a full trading day because the aggregate return of USOD is the product of the series of each trading day’s daily returns.

USCF believes that market arbitrage opportunities will cause daily changes in USOD’s share price on NYSE Arca on a percentage basis, to closely track the daily changes in USOD’s per share NAV on a percentage basis. USOD will not seek to achieve its stated investment objective over a period of time greater than one day. During periods of market volatility, the volatility of the Benchmark Oil Futures Contract may affect USOD’s return as much as or more than the return of the Benchmark Oil Futures Contract. Further, the return for investors that invest for periods less than a full trading day or for a period different than a trading day will not be the product of the return of USOD’s stated investment objective and the performance of the Benchmark Oil Futures Contract for the full trading day. Additionally, investors should be aware that USOD’s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of light, sweet crude oil or to track the inverse performance thereof. Natural market forces called contango and backwardation can impact the total return on an investment in USOD’s shares relative to a hypothetical direct investment in crude oil and, in the future, it is likely that the relationship between the market price of USOD’s shares and changes in the spot prices of light, sweet crude oil will continue to be so impacted by contango and backwardation. (It is important to note that the disclosure above ignores the potential costs associated with physically owning and storing crude oil, which could be substantial.)

USOD's shares began trading on July 20, 2017. As of ~~June~~September 30, 2019, USOD held ~~141~~396 NYMEX WTI Crude Oil Futures CL contracts and did not hold ICE WTI Crude Oil Futures contracts.

Regulatory Disclosure

Accountability Levels, Position Limits and Price Fluctuation Limits. Designated contract markets (“DCMs”), such as the NYMEX and ICE Futures, 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 currently applicable to the Trust Series’ investments) may hold, own or control. These levels and position limits apply to the futures contracts that each of the Trust Series invests in to meet its respective investment objective. In addition to accountability levels and position limits, the NYMEX and ICE Futures also set daily price fluctuation limits on futures contracts. The daily price fluctuation limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price. Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price beyond that limit.

The accountability levels for the Benchmark Oil Futures Contract and other Oil Futures Contracts traded on U.S.-based futures exchanges, such as the NYMEX, are not a fixed ceiling, but rather a threshold above which the NYMEX may exercise greater scrutiny and control over an investor’s positions. The current accountability level for investments for any one month in the Benchmark Oil Futures Contract is 10,000 contracts. In addition, the NYMEX imposes an accountability level for all months of 20,000 net futures contracts for light, sweet crude oil. In addition, the ICE Futures maintains the same accountability levels, position limits and monitoring authority for its light, sweet crude oil contracts as the NYMEX. If the Trust Series and the Related Public Funds exceed these accountability levels for investments in the futures contracts for light, sweet crude oil, the NYMEX and ICE Futures will monitor such exposure and may ask for further information on their activities including the total size of all positions, investment and trading strategy, and the extent of liquidity resources of the Trust Series and the Related Public Funds. If deemed necessary by the NYMEX and/or ICE Futures, each of the Trust Series could be ordered to reduce its Crude Oil Futures CL contracts to below the 10,000 single month and/or 20,000 all month accountability level. As of ~~June~~September 30, 2019, USOU and USOD held ~~1,201~~879 and ~~141~~396 NYMEX WTI Crude Oil Futures CL contracts, respectively, and did not hold ICE WTI Crude Oil Futures contracts. USOU and USOD did not exceed accountability levels of the NYMEX or ICE Futures during the ~~six~~nine months ended ~~June~~September 30, 2019, however, the aggregated total of certain of the Related Public Funds did exceed the accountability levels. No action was taken by NYMEX and USOU and USOD did not reduce the number of Oil Futures Contracts held as a result.

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 NYMEX and ICE Futures impose position limits on contracts held in the last few days of trading in the near month contract to expire. It is unlikely that the Trust Series will run up against such position limits because each of the Trust Series’ investment strategies is to close out its positions and “roll” from the near month contract to expire to the next month contract during a four-day period beginning two weeks from expiration of the contract. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Trust Series did not exceed any position limits imposed by the NYMEX and ICE Futures.

The regulation of commodity interest trading in the United States and other countries is an evolving area of the law. The various statements made in this summary are subject to modification by legislative action and changes in the rules and regulations of the SEC, Financial Industry Regulatory Authority (“FINRA”), CFTC, NFA, the futures exchanges, clearing organizations and other regulatory bodies.

Futures Contracts and Position Limits

The CFTC is generally 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.

The CFTC has proposed to adopt limits on speculative positions in 25 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”). The Position Limit Rules would, among other things: identify which contracts are subject to speculative position limits; set thresholds that restrict the size of speculative positions that a person may hold in the spot month, other individual months, and all months combined; create an exemption for positions that constitute bona fide hedging transactions; impose responsibilities on 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: OTC, DCMs, SEFs as well as certain non-U.S. located platforms. The CFTC’s first attempt at finalizing the Position Limit Rules, in 2011, was successfully challenged by market participants in 2012 and, since then, the CFTC has re-proposed them and solicited comments from market participants multiple times. At this time, it is unclear how the Position Limit Rules may affect a Trust Series, but the effect may be substantial and adverse. By way of example, 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.

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. Under that system, the CFTC enforces federal limits on speculation in nine agricultural products (e.g., corn, wheat and soy), while futures exchanges establish and enforce position limits and accountability levels for other agricultural products and certain energy products (e.g., oil and natural gas). As a result, a Trust Series may be limited with respect to the size of its investments in any commodities subject to these limits.

Under existing and recently adopted CFTC regulations, for the purpose of position limits, a market participant is generally required, subject to certain narrow exceptions, to aggregate all positions for which that participant controls the trading decisions 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 with that participant (the “Aggregation Rules”). The Aggregation Rules will also apply with respect to the Position Limit Rules if and when such Position Limit Rules are adopted.

OTC Swaps

In October 2015, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Farm Credit Administration, and the Federal Housing Finance Agency (each an “Agency” and, collectively, the “Agencies”) jointly adopted final rules to establish minimum margin and capital requirements for registered swap dealers, major swap participants, security-based swap dealers, and major security-based swap participants (“Swap Entities”) that are subject to the jurisdiction of one of the Agencies (such entities, “Covered Swap Entities”, and the joint final rules, the “Final Margin Rules”).

The Final Margin Rules will subject non-cleared swaps and non-cleared security-based swaps between Covered Swap Entities and Swap Entities, and between Covered Swap Entities and financial end users that have material swaps exposure (i.e., an average daily aggregate notional of $8 billion or more in non-cleared swaps calculated in accordance with the Final Margin Rules), to a mandatory two-way minimum initial margin requirement. The minimum amount of the initial margin required to be posted or collected would be either the amount calculated by the Covered Swap Entity using a standardized schedule set forth as an appendix to the Final Margin Rules, which provides the gross initial margin (as a percentage of total notional exposure) for certain asset classes, or an internal margin model of the Covered Swap Entity conforming to the requirements of the Final Margin Rules that is approved by the Agency having jurisdiction over the particular Covered Swap Entity. The Final Margin Rules specify the types of collateral that may be posted or collected as initial margin for non-cleared swaps and non-cleared security-based swaps with financial end users (generally cash, certain government, government-sponsored enterprise securities, certain liquid debt, certain equity securities, certain eligible publicly traded debt, and gold); and sets forth haircuts for certain collateral asset classes.

The Final Margin Rules require minimum variation margin to be exchanged daily for non-cleared swaps and non-cleared security-based swaps between Covered Swap Entities and Swap Entities and between Covered Swap Entities and all financial end-users (without regard to the swaps exposure of the particular financial end-user). The minimum variation margin amount is the daily mark-to-market change in the value of the swap to the Covered Swap Entity, taking into account variation margin previously posted or collected. For non-cleared swaps and security-based swaps between Covered Swap Entities and financial end-users, variation margin may be posted or collected in cash or non-cash collateral that is considered eligible for initial margin purposes. Variation margin is not subject to segregation with an independent, third-party custodian, and may, if permitted by contract, be rehypothecated.

The initial margin requirements of the Final Margin Rules are being phased in over time, and the variation margin requirements of the Final Margin Rules are currently in effect. Each of the Trust Series is not a Covered Swap Entity under the Final Margin Rules, but it is a financial end-user. Accordingly, each of the Trust Series is currently subject to the variation margin requirements of the Final Margin Rules. However, each of the Trust Series does not have material swaps exposure and, accordingly, will not be subject to the initial margin requirements of the Final Margin Rules.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) required the CFTC and the SEC to adopt their own margin rules to apply to a limited number of registered swap dealers, security-based swap dealers, major swap participants, and major security-based swap participants that are not subject to the jurisdiction of one of the Agencies. On December 16, 2015 the CFTC finalized its margin rules, which are substantially the same as the Final Margin Rules and have the same implementation timeline. The SEC adopted margin rules for security-based swap dealers and major security-based swap participants on June 21, 2019. The SEC’s margin rules are generally aligned with the Final Margin Rules and the CFTC’s margin rules, but they differ in a few key respects relating to timing for compliance and the manner in which initial margin must be segregated. The Trust Series do not currently engage in security-based swap transactions and, therefore, the SEC’s margin rules are not expected to apply to any Trust Series.

Mandatory Trading and Clearing of Swaps

CFTC regulations require that certain swap transactions be executed on organized exchanges or “swap execution facilities” and cleared through regulated clearing organizations (“derivative clearing organizations” (“DCOs”)), if the CFTC mandates the central clearing of a particular class of swap and such swap is “made available to trade” on a swap execution facility. Currently, swap dealers, major swap participants, commodity pools, certain private funds and entities predominantly engaged in activities that are financial in nature are required to execute on a swap execution facility, and clear, certain interest rate swaps and index-based credit default swaps. As a result, if a Trust Series enters into an interest rate or index-based credit default swap that is subject to these requirements, such swap will be required to be executed on a swap execution facility and centrally cleared. Mandatory clearing and “made available to trade” determinations with respect to additional types of swaps are expected in the future, and, when finalized, could require a Trust Series to electronically execute and centrally clear certain OTC instruments presently entered into and settled on a bi-lateral basis. If a swap is required to be cleared, initial and variation margin requirements are set by the relevant clearing organization, subject to certain regulatory requirements and guidelines. Additional margin may be required and held by the FCM of each Trust Series.

Other Requirements for Swaps

In addition to the margin requirements described above, swaps that are not required to be cleared and executed on a SEF but that are executed bilaterally are also subject to various requirements pursuant to CFTC regulations, including, among other things, reporting and recordkeeping requirements and, depending on the status of the counterparties, trading documentation requirements and dispute resolution requirements.

Derivatives Regulations in Non-U.S. Jurisdictions

In addition to U.S. laws and regulations, the Trust Series may be subject to non-U.S. derivatives laws and regulations if it engages in futures and/or swap transactions with non-U.S. persons. For example, the Trust Series may be impacted by European laws and regulations to the extent that it engages in futures transactions on European exchanges or derivatives transactions with European entities. Other jurisdictions impose requirements applicable to futures and derivatives that are similar to those imposed by the U.S., including position limits, margin, clearing and trade execution requirements.

Money Market Funds

The SEC adopted amendments to Rule 2a-7 under the Investment Company Act of 1940, as amended ("1940 Act") which became effective in 2016, to reform money market funds (“MMFs”). While the rule applies only to MMFs, it may indirectly affect institutional investors such as the Trust Series. A portion of the assets of each Trust Series that are not used for margin or collateral in the Futures Contracts currently are invested in government MMFs. No Trust Series holds any non-government MMFs and neither Trust Series anticipates investing in any non-government MMFs. However, if a Trust Series invests in other types of MMFs besides government MMFs in the future, such Trust Series could be negatively impacted by investing in an MMF that does not maintain a stable $1.00 NAV or that has the potential to impose redemption fees and gates (temporary suspension of redemptions).

Although such government money market funds seek to preserve the value of an investment at $1.00 per share, there is no guarantee that they will be able to do so and a Trust Series may lose money by investing in a government money market fund. An investment in a government money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, referred to herein as the FDIC, or any other government agency. The share price of a government money market fund can fall below the $1.00 share price. A Trust Series cannot rely on or expect a government money market fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the government money market fund’s $1.00 share price. The credit quality of a government money market fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the government money market fund’s share price. Due to fluctuations in interest rates, the market value of securities held by a government money market fund may vary. A government money market fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets.

Price Movements

Crude oil futures prices were volatile during the ~~six~~nine months ended ~~June~~September 30, 2019. The price of the Benchmark Oil Futures Contract started the period at at $45.41 per barrel. The high of the period was on April 23, 2019 when the price reached $66.30 per barrel. The low of of the period was the starting price for the period, which was $45.41 per barrel. The period ended with the Benchmark Oil Futures Contracts at $5854.4707 per barrel, an increase of approximately 2819.7607% over the period. USOU’s per share NAV began the period at $15.82 and ended the period at $2718.5364 on ~~June~~September 30, 2019, an increase of approximately 7417.0283% over the period. USOU’s per share NAV reached its high for the period on April 23, 2019 at $43.72 and its low for the period was at the beginning of the period when it was $15.82. USOD's per share NAV began the period at $1225.8875* and ended the period at $58.0166* on ~~June~~September 30, 2019, a decrease of approximately (6166.1037)% over the period. USOD’'s per share NAV reached its high for the period on the beginning of period at $1223.88 82* and reached its low for the period on ~~April 23~~September 16, 2019 at $35.8674*. The Benchmark Oil Futures Contract prices listed above began with the February 2019 contracts and ended with the ~~August~~November 2019 contracts. The increase of approximately 28 19.7607% on the Benchmark Oil Futures Contract listed above is a hypothetical return only and could not actually be achieved by an investor holding Oil Futures Contracts. An investment in Oil Futures Contracts would need to be rolled forward during the time period described in order to simulate such a result. Furthermore, the change in the nominal price of these differing crude Oil Futures Contracts, measured from the start of the period to the end of the period, does not represent the actual benchmark results that USOU and USOD seek to track, which are more fully described below in the section titled “Tracking Each Trust Series' Benchmark.”

~~During~~* ~~the~~Adjusted ~~six~~to ~~months~~give ~~ended~~effect ~~June~~to ~~30, 2019,~~ the ~~crude~~reverse ~~oil~~share ~~futures~~split ~~market was in a state~~ of ~~contango, meaning that the price of the near month crude Oil Futures Contract was~~1-for-2 ~~lower~~executed than the price of the next month crude Oil Futures Contract, or contracts further away from expiration. On days when the market is in backwardation, the price of the near month crude Oil Futures Contract is typically higher than the price of the next month crude Oil Futures Contract or contracts further away from expiration. For a discussion of the impact of backwardation and contango on ~~total~~October ~~returns~~3, ~~see “Impact of Contango and Backwardation on Total Returns” below~~2019.

During the nine months ended September 30, 2019, the crude oil futures market was states of both contango and backwardation. On days when the market is in contango the price of the near month crude Oil Futures Contract is lower than the price of the next month crude Oil Futures Contract, or contracts further away from expiration. On days when the market is in backwardation, the price of the near month crude Oil Futures Contract is higher than the price of the next month crude Oil Futures Contract or contracts further away from expiration. For a discussion of the impact of backwardation and contango on total returns, see “Impact of Contango and Backwardation on Total Returns” below.

Valuation of Oil 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 NYMEX closing price (determined at the earlier of the close of the NYMEX or 2:30 p.m. New York time) for the contracts held on the NYMEX, but calculates or determines the value of all other investments of such Trust Series, including ICE Futures contracts or other futures contracts, as of the earlier of the close of the NYSE Arca or 4:00 p.m. New York time.

Results of Operations

On July 20, 2017, each Trust Series listed its shares on the NYSE Arca under the ticker symbols “USOU” and “USOD.” On that day, USOU and USOD established their initial offering price at $25.00 per share and $25.00 per share, respectively, and each issued 100,000 shares to the initial Authorized Participant in exchange for $2,500,000 and $2,500,000, respectively, in cash.

Since its initial and ongoing offering of 30,000,000 shares, USOU has not registered any subsequent offerings of its shares. As of ~~June~~September 30, 2019, USOU had issued 1,~~300~~850,040 shares, 850,040 of which were outstanding. As of ~~June~~September 30, 2019, there were 28,~~700~~150,000 remaining shares registered but not yet issued. More shares may have been issued by USOU than are outstanding due to the redemption of shares.

In connection with the commencement of ~~trading~~ trading for USOU and USOD under each Fund’s ticker, and the initial offering of shares, USCF received 40 Sponsor Shares of each of USOU and USOD in exchange for the previously received capital contribution, representing a beneficial ownership interest in each Fund. As of ~~June~~September 30, 2019, USCF held 40 shares of each of USOU and USOD.

Since its initial and ongoing offering of 30,000,000 shares, USOD has not registered any subsequent offerings of its shares. As of ~~June~~September 30, 2019, USOD had issued ~~800~~ 3,150,040 shares, ~~550~~1,650,040 of which were outstanding. As of ~~June~~September 30, 2019, there were 2926,~~200~~850,000 remaining shares registered but not yet issued. More shares may have been issued by USOD than are outstanding due to the redemption of shares. On October 3, 2019, after the close of trading on the NYSE Arca, USOD effected a 1-for-2 reverse share split and post-split shares of USOD began trading on October 4, 2019. As a result of the reverse share split, every two pre-split shares of USOD were automatically exchanged for one post-split share. Immediately prior to the reverse split, there were 1,650,040 shares of USOD issued and outstanding, representing a per share NAV of $4.33. Immediately after the reverse share split, the number of issued and outstanding shares of USOD decreased to 825,040, not accounting for fractional shares, and the per share NAV increased to $8.66.

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 ~~June~~September 30, 2019, USOU and USOD had the following Authorized Participants: RBC Capital Markets LLC, and Merrill Lynch Professional Clearing Corp. ~~and Virtu Americas~~.

For the ~~Six~~Nine Months Ended ~~June~~ September 30, 2019 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2018

USOU

	For the six months ended June 30, 2019			For the six months ended June 30, 2018
	For the nine months ended September 30, 2019			For the nine months ended September 30, 2018
Average daily total net assets	$	2120,~~805~~849,~~567~~318		$	56,~~583~~536,~~861~~695
Dividend and interest income earned on Treasuries, cash and/or cash equivalents	$	~~152~~220,~~762~~878		$	3257,~~373~~684
Annualized yield based on average daily total net assets		1.4142	%		1.1718	%
Management fee	$	~~102~~148,~~725~~144		$	2646,~~305~~446
Total fees and other expenses excluding management fees	$	5891,~~930~~522		$	1321,~~157~~876
Total commissions accrued to brokers	$	5891,~~930~~522		$	1321,~~157~~876
Total commissions as annualized percentage of average total net assets		0.5459	%		0.4845	%
Commissions accrued as a result of rebalancing	$	5786,~~316~~849		$	1321,~~157~~512
Percentage of commissions accrued as a result of rebalancing		9794.2689	%		9998.9034	%
Commissions accrued as a result of creation and redemption activity	$	14,~~614~~673		$	—364
Percentage of commissions accrued as a result of creation and redemption activity		25.7411	%		—1.66	%

Portfolio Expenses. USOU’s expenses consist of investment management fees, brokerage fees and commissions, certain offering costs, licensing fees, registration fees, the fees and expenses of the independent directors of USCF and expenses relating to tax accounting and reporting requirements. The management fee that USOU pays to USCF is calculated as a percentage of the total net assets of USOU. The fee is accrued daily and paid monthly.

Average interest rates earned on short-term investments held by USOU, including cash, cash equivalents and Treasuries, were higher during the ~~six~~nine months ended ~~June~~ September 30, 2019, compared to the ~~six~~nine months ended ~~June~~September 30, 2018. As a result, the amount of income earned by USOU as a ~~percentage~~ percentage of average daily total net assets was higher during the ~~six~~nine months ended ~~June~~September 30, 2019, compared to the ~~six~~nine months ended ~~June~~September 30, 2018.

The increase in total fees and other ~~expenses~~ expenses excluding management fees for the ~~six~~nine months ended ~~June~~September 30, 2019, compared to the ~~six~~nine months ended ~~June~~ September 30, 2018 was due primarily to USOU’s larger size as measured by total net assets.

The increase in USOU's total commissions ~~accrued~~ accrued to brokers for the ~~six~~nine months ended ~~June~~September 30, 2019, compared to the ~~six~~nine months ended ~~June~~September 30, 2018, was due primarily to a higher number of contracts traded.

USOD

	For the six months ended June 30, 2019			For the six months ended June 30, 2018
	For the nine months ended September 30, 2019			For the nine months ended September 30, 2018
Average daily total net assets	$	2,~~388~~865,~~356~~766		$	1,~~120~~038,~~686~~240
Dividend and interest income earned on Treasuries, cash and/or cash equivalents	$	1831,~~611~~721		$	69,~~837~~822
Annualized yield based on average daily total net assets		1.5748	%		1.2326	%
Management fee	$	1120,~~251~~363		$	57,~~280~~377
Total fees and other expenses excluding management fees	$	815,~~437~~660		$	34,~~567~~674
Total commissions accrued to brokers	$	815,~~437~~660		$	34,~~567~~674
Total commissions as annualized percentage of average total net assets		0.7173	%		0.6460	%
Commissions accrued as a result of rebalancing	$	714,~~957~~249		$	34,~~451~~529
Percentage of commissions accrued as a result of rebalancing		9490.3199	%		96.7590	%
Commissions accrued as a result of creation and redemption activity	$	~~480~~1,411		$	~~116~~145
Percentage of commissions accrued as a result of creation and redemption activity		59.6901	%		3.2510	%

Portfolio Expenses. USOD’s expenses consist of investment management fees, brokerage fees and commissions, certain offering costs, licensing fees, registration fees, the fees and expenses of the independent directors of USCF and expenses relating to tax accounting and reporting requirements. The management fee that USOD pays to USCF is calculated as a percentage of the total net assets of USOD. The fee is accrued daily and paid monthly.

Average interest rates earned on short-term investments held by USOD, including cash, cash equivalents and Treasuries, were higher during the ~~six~~nine months ended ~~June~~ September 30, 2019, compared to the ~~six~~nine months ended ~~June~~September 30, 2018. As a result, the amount of income earned by USOD as a ~~percentage~~ percentage of average daily total net assets was higher during the ~~six~~nine months ended ~~June~~September 30, 2019, compared to the ~~six~~nine months ended ~~June~~September 30, 2018.

The increase in USOD's total commissions ~~accrued~~ accrued to brokers for the ~~six~~nine months ended ~~June~~September 30, 2019, compared to the ~~six~~nine months ended ~~June~~September 30, 2018, was due primarily to a higher number of contracts traded.

For the Three Months Ended ~~June~~September 30, 2019 Compared to the Three Months Ended ~~June~~September 30, 2018

USOU

	For the three months ended June 30, 2019			For the three months ended June 30, 2018
	For the three months ended September 30, 2019			For the three months ended September 30, 2018
Average daily total net assets	$	2018,~~307~~968,~~369~~004		$	68,~~118~~411,~~328~~293
Dividend and interest income earned on Treasuries, cash and/or cash equivalents	$	8568,~~696~~116		$	1625,~~542~~311
Annualized yield based on average daily total net assets		1.6942	%		1.0819	%
Management fee	$	4845,~~098~~419		$	1420,~~491~~141
Total fees and other expenses excluding management fees	$	2532,~~236~~592		$	68,~~557~~719
Total commissions accrued to brokers	$	2532,~~236~~592		$	68,~~557~~719
Total commissions as annualized percentage of average total net assets		0.5068	%		0.4341	%
Commissions accrued as a result of rebalancing	$	2429,~~326~~533		$	68,~~557~~355
Percentage of commissions accrued as a result of rebalancing		9690.3961	%		~~(152~~95.5583	)%
Commissions accrued as a result of creation and redemption activity	$	~~910~~3,059		$	—364
Percentage of commissions accrued as a result of creation and redemption activity		39.6139	%		—4.17	%

Average interest rates earned on short-term investments held by USOU, including cash, cash equivalents and Treasuries, were higher during the three months ended ~~June~~ September 30, 2019, compared to the three months ended ~~June~~September 30, 2018. As a result, the amount of income earned by USOU as a percentage of average daily total net assets was higher during the three months ended ~~June~~September 30, 2019, compared to the three months ended ~~June~~September 30, 2018.

The increase in total fees and other ~~expenses~~ expenses excluding management fees for the three months ended ~~June~~September 30, 2019, compared to the three months ended ~~June~~ September 30, 2018 was due primarily to USOU’s larger size as measured by total net assets.

The increase in total commissions accrued to brokers for the three months ended ~~June~~September 30, 2019, compared to the three months ended ~~June~~September 30, 2018, was due primarily to a higher number of contracts traded.

USOD

	For the three months ended June 30, 2019			For the three months ended June 30, 2018
	For the three months ended September 30, 2019			For the three months ended September 30, 2018
Average daily total net assets	$	23,~~967~~805,~~795~~018		$	~~897~~876,~~319~~037
Dividend and interest income earned on Treasuries, cash and/or cash equivalents	$	1213,~~751~~110		$	2,~~736~~985
Annualized yield based on average daily total net assets		1.7237	%		1.2235	%
Management fee	$	79,~~029~~112		$	2,~~126~~097
Total fees and other expenses excluding management fees	$	57,~~214~~223		$	1,~~430~~107
Total commissions accrued to brokers	$	57,~~214~~223		$	1,~~430~~107
Total commissions as annualized percentage of average total net assets		0.7075	%		0.6450	%
Commissions accrued as a result of rebalancing	$	56,~~120~~292		$	1,~~314~~078
Percentage of commissions accrued as a result of rebalancing		9887.2011	%		9197.8938	%
Commissions accrued as a result of creation and redemption activity	$	94931		$	~~116~~29
Percentage of commissions accrued as a result of creation and redemption activity		112.8089	%		82.1162	%

Average interest rates earned on short-term investments held by USOD, including cash, cash equivalents and Treasuries, were higher during the three months ended ~~June~~ September 30, 2019, compared to the three months ended ~~June~~September 30, 2018. As a result, the amount of income earned by USOD as a percentage of average daily total net assets was higher during the three months ended ~~June~~September 30, 2019, compared to the three months ended ~~June~~September 30, 2018.

Tracking Each Trust Series’ Benchmark

Each Trust Series seeks, on a daily basis, to provide investment results that correspond (before fees and expenses) to (1) in the case of USOU, three times (3x) the performance of the Benchmark Oil Futures Contract and (2) in the case of USOD, three times the inverse (-3x) of the performance of the Benchmark Oil Futures Contract. Each Trust Series does not seek to achieve its stated objective over a period greater than a single day. Because each Trust Series seeks investment results for a single day only (as measured from the time the Trust Series calculates its NAV to the time of the Trust Series’ next NAV calculation) and on a leveraged basis for USOU and an inverse leveraged basis for USOD, each of the Trust Series are different from most exchange-traded funds.

As of the NAV calculation time each trading day, each Trust Series will seek to position its portfolio so that its exposure to the Benchmark Oil Futures Contract is consistent with its investment objective. The impact of a Benchmark Oil Futures Contract’s movements during the day will affect whether the portfolio of the Trust Series needs to be rebalanced. For example, USOU’s long exposure will need to be increased on days when the Benchmark Oil Futures Contract rises and decreased on days the Benchmark Oil Futures Contract falls whereas USOD’s short exposure will need to be increased on days when the Benchmark Oil Futures Contract falls and decreased on days the Benchmark Oil Futures Contract rises. Daily rebalancing and the compounding of each day’s return over time means that the return of the Trust Series for a period longer than a single day will be the result of each day’s returns compounded over the period, which will very likely differ from three times (3x) the return of the Benchmark Oil Futures Contract for the period for USOU and from three times the inverse (-3x) of the return of the Benchmark Oil Futures Contract for the period for USOD. Each Trust Series could lose money over time regardless of the performance of the Benchmark Oil Futures Contract, including as a result of daily rebalancing, the Benchmark Oil Futures Contract’s volatility, and compounding.

For each Trust Series to maintain a consistent 300% return versus the Benchmark Oil Futures Contract for USOU or versus the short position in the Benchmark Oil Futures Contract for USOD, the holdings of the Trust Series must be rebalanced on a daily basis by buying additional Oil Interests or selling Oil Interests that it holds. Such rebalancing will occur generally before or at the close of trading of the shares on the Exchange, at or as near as possible to that day’s settlement price, and will be disclosed on the Fund’s website as pending trades before the opening of trading on the Exchange the next business day and will be taken into account in the Fund’s intra-day Indicative Fund Value and reflected in the Fund’s end of day NAV on that business day.

The Trust Series use leverage and should produce returns for a single day that are more volatile than that of the Benchmark Oil Futures Contract. During ~~periods of market volatility, the volatility of the Benchmark Oil Futures Contract may affect each Trust Series’ return as much as or more than the return of the Benchmark Oil Futures Contract.~~

periods of market volatility, the volatility of the Benchmark Oil Futures Contract may affect each Trust Series’ return as much as or more than the return of the Benchmark Oil Futures Contract. Market disruptions may result in, among other things, unexpected large margin calls, large numbers of shares of a Trust Series being issued or redeemed by such Trust Series through creation baskets or redemption baskets, NYMEX suspension of trading in the Benchmark Oil Futures Contracts, application of position limits or other or regulatory action. During such market disruptions, USCF, in its sole discretion, may take actions to address the price variability in the Benchmark Oil Futures Contracts that could cause the Trust Series to significantly deviate from the such Trust Series’ investment objective. Such actions could have a significant negative impact on the per share NAV and total return of a Trust Series as well as the ability of the Trust Series to track three times (3x), in the case of USOU, or three times the inverse (-3x), in the case of USOD, of the daily changes in the price of the Benchmark Oil Futures Contract in the manner intended to meet its investment objective. Consequently, the per share value of a Trust Series may vary significantly from its investment objective and you could lose all or substantially all of your investment in a Trust Series.

The returns of each Trust Series over periods longer than a single day will likely differ in amount and possibly even direction from three times the Benchmark Oil Futures Contract return for the period as a result of compounding of daily returns. Daily compounding of the investment returns of the Trust Series can dramatically and adversely affect its longer-term performance during periods of high volatility. In general, during periods of higher volatility for the Benchmark Oil Futures Contract, compounding will cause the results for the Trust Series for periods longer than a single day to be less than, for USOU, three times (3x) the return of the Benchmark Oil Futures Contract and, for USOD, three times the inverse (-3x) of the return of the Benchmark Oil Futures Contract. This effect becomes more pronounced as volatility increases. Conversely, in periods of lower volatility for the Benchmark Oil Futures Contract (particularly when combined with higher returns for the Benchmark Oil Futures Contract), the returns over longer periods can be higher than three times (3x) and three times the inverse (-3x) of the return of the Benchmark Oil Futures Contract for USOU and USOD, respectively. Actual results for a particular period, before fees and expenses, are also dependent on the magnitude of the return of the Benchmark Oil Futures Contract in addition to the volatility of the Benchmark Oil Futures Contract.

For the 30 valuation days ended ~~June~~ September 30, 2019, the simple average daily change in the Benchmark Oil Futures Contract times three was (0.~~696)~~039% for USOU and (0.~~696~~039)% for USOD, while the simple average daily change in the per share NAV of USOU and USOD over the same time period was (0.~~698)~~041% and (0.~~685~~033)%, respectively. The average daily difference for USOU was (0.002)% (or (0.2) basis points, where 1 basis point equals 1/100 of 1%) and for USOD it was (0.~~011)~~006% (or (10.1)6 basis points). As a percentage of the daily movement of the Benchmark Oil Futures Contract, the ~~average~~ average error in daily tracking by the per share NAV was (02.~~435~~058)% for USOU and was (1.~~413~~888)% for USOD, meaning that over this time ~~period~~ period USOU and USOD’s tracking error was within the plus or minus 10% range established as its benchmark times three tracking goal.

Since the commencement of the offering of USOU and USOD’s shares to the public on July 20, 2017 to ~~June~~September 30, 2019, the simple average daily change in the Benchmark Oil Futures Contract times three was 0.~~176~~129% for USOU and (0.~~176~~129)% for USOD, while the simple average daily change in the per share NAV of USOU over the same time period was 0.~~175~~128% and for USOD it was (0.~~179~~132)%. The average daily difference for USOU was (0.001)% (or (0.1) basis points, where 1 basis point equals 1/100 of 1%) and for USOD was (0.003)% (or (0.3) basis points). As a percentage of the daily movement of the Benchmark Oil Futures Contract, the average error in daily tracking by the per share NAV was (0.~~072~~122)% for USOU and was (0.~~404~~002)% for USOD, meaning that over this time period USOU and USOD’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal multiplied by three.

The following two graphs demonstrate the ~~correlation~~ correlation between the changes in USOU’s NAV and the changes in the Benchmark Oil Futures Contract. The first graph exhibits the daily changes in the last 30 valuation days ended ~~June~~September 30, 2019. The second graph measures monthly changes since inception on July 20, 2017 through ~~June~~September 30, 2019.

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The following two graphs demonstrate the ~~correlation~~ correlation between the changes in USOD’s NAV and the changes in the Benchmark Oil Futures Contract. The first graph exhibits the daily changes in the last 30 valuation days ended ~~June~~September 30, 2019. The second graph measures monthly changes since inception on July 20, 2017 through ~~June~~September 30, 2019.

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

An alternative tracking measurement of the return performance of USOU and USOD versus the return of its Benchmark Oil Futures Contract can be calculated by comparing the actual return of USOU and USOD, measured by changes in its per share NAV, versus the expected changes in its per share NAV under the assumption that USOU and USOD’s returns had been exactly the same as the daily changes in its Benchmark Oil Futures Contract.

For USOU, for the ~~six~~nine months ended ~~June~~ September 30, 2019, the actual total return of USOU as measured by changes in its per share NAV was 7417.0283%. This is based on an initial per share NAV of $15.82 as of December 31, 2018 and an ending per share NAV as of ~~June~~September 30, 2019 of $2718.5364. During this time period, USOU made no distributions to its shareholders. However, if USOU’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Oil Futures Contract times three, USOU would have had an estimated per share NAV of $2718.5464 as of ~~June~~September 30, 2019, for a total return over the relevant time period of 7317.9783%. ~~The~~ There was no difference between the actual per share NAV total return of USOU of 7417.0283% and the expected total return based on the Benchmark Oil Futures Contract times three of 7317.9783% ~~was an error over the time period of 0.05%~~, which is to say that USOU’s actual ~~total~~ total return ~~outperformed~~performed exactly the same as its benchmark by that percentage. USOU incurs expenses primarily composed of the ~~management~~ management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses. The impact of these expenses, offset by interest and dividend income, and net of positive or negative execution, tends to cause daily changes in the per share NAV of USOU to track slightly lower or higher than daily changes in the price of the Benchmark Oil Futures Contract.

By comparison, for the ~~six~~nine months ~~ended~~ ~~June~~ended September 30, 2018, the actual total return of USOU as measured by changes in its per share NAV was 7379.5977%. This was based on an initial per share NAV of $44.83 as of December 31, 2017 and an ending per share NAV as of ~~June~~September 30, 2018 of $7780.8259. During this time period, USOU made no distributions to its shareholders. However, if USOU’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Oil Futures Contract times three, USOU would have had an estimated per share NAV of $7757.9400 as of ~~June~~September 30, 2018, for a total return over the relevant time period of 7327.8615%. The difference between the actual per share NAV total return of USOU of 7379.5977% and the expected total return based on the Benchmark Oil Futures Contract times three of 7327.8615% was an error over the time period of 052.~~268~~62%, which is to say that USOU’s actual total return outperformed its benchmark by that percentage. USOU incurred expenses primarily composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses. The impact of these expenses, offset by interest and dividend income, and net of positive or negative execution, tended to cause daily changes in the per share NAV of USOU to track slightly lower or higher than daily changes in the price of the Benchmark Oil Futures Contract.

For USOD, for the ~~six~~nine months ended ~~June~~ September 30, 2019, the actual total return of USOD as measured by changes in its per share NAV was (6166.1037)%. This is based on an initial per share NAV of $1225.8875* as of December 31, 2018 and an ending per share NAV as of ~~June~~September 30, 2019 of $58.0166*. During this time period, USOD made no distributions to its shareholders. However, if USOD’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Oil Futures Contract times three, USOD would have had an estimated per share NAV of $58.0372* as of ~~June~~September 30, 2019, for a total return over the relevant time period of (6066.9514)%. The difference between the actual per share NAV total return of USOD of (6166.1037)% and the expected total return based on the Benchmark Oil Futures Contract times three of (6066.9514)% was an error over the time period of (0.1523)%, which is to say that USOD’s actual total return underperformed its benchmark by that percentage. USOD incurs expenses primarily composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses. The impact of these expenses, offset by interest and dividend income, and net of positive or negative execution, tends to cause daily changes in the per share NAV of USOD to track slightly lower or higher than daily changes in the price of the Benchmark Oil Futures Contract.

By* ~~comparison,~~Adjusted ~~for~~to ~~the six~~give ~~months~~effect ended June 30, 2018, the actual total return of USOD as measured by changes in its per share NAV was (56.20)%. This was based on an initial per share NAV of $11.21 as of December 31, 2017 and an ending per share NAV as of June 30, 2018 of $4.91. During this time period, USOD made no distributions to ~~its shareholders. However, if USOD’s daily changes in its per share NAV had instead exactly tracked~~ the ~~changes in the daily total return of the Benchmark Oil Futures Contract times three, USOD~~reverse ~~would have had an estimated per~~ share ~~NAV~~split of ~~$4.91 as of June 30, 2018,~~ 1-for-2 aexecuted ~~total return over the relevant time period of (56.20)%. The difference between the actual per share NAV total return of USOD of (56.20)% and the expected total return based~~ on ~~the~~October ~~Benchmark Oil Futures Contract times three of (56.20)% was an error over the time period of (0.000)%~~3, ~~which is to say that USOD’s actual total return underperformed its benchmark by that percentage~~2019. USOD incurred expenses primarily composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses. The impact of these expenses, offset by interest and dividend income, and net of positive or negative execution, tended to cause daily changes in the per share NAV of USOD to track slightly lower or higher than daily changes in the price of the Benchmark Oil Futures Contract.

By comparison, for the nine months ended September 30, 2018, the actual total return of USOD as measured by changes in its per share NAV was (62.71)%. This was based on an initial per share NAV of $22.42* as of December 31, 2017 and an ending per share NAV as of September 30, 2018 of $8.37*. During this time period, USOD made no distributions to its shareholders. However, if USOD’s daily changes in its per share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Oil Futures Contract times three, USOD would have had an estimated per share NAV of $8.44 as of September 30, 2018, for a total return over the relevant time period of (24.67)%. The difference between the actual per share NAV total return of USOD of (62.71)% and the expected total return based on the Benchmark Oil Futures Contract times three of (24.71)% was an error over the time period of (38.00)%, which is to say that USOD’s actual total return underperformed its benchmark by that percentage. USOD incurred expenses primarily composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses. The impact of these expenses, offset by interest and dividend income, and net of positive or negative execution, tended to cause daily changes in the per share NAV of USOD to track slightly lower or higher than daily changes in the price of the Benchmark Oil Futures Contract.

* Adjusted to give effect to the reverse share split of 1-for-2 executed on October 3, 2019.

There are currently three factors that have impacted or are most likely to impact USOU or USOD's ability to accurately track Benchmark Oil Futures Contract.

First, USOU or USOD may buy or ~~sell~~ sell its holdings in the then current Benchmark Oil Futures Contract at a price other than the closing settlement price of ~~that~~ that contract on the day during which USOU or USOD executes the trade. In that case, USOU or USOD may pay a price that is is higher, or lower, than that of the Benchmark Oil Futures Contract, which could cause the changes in the daily per share NAV of USOU or USOD to either be too high or too low relative to the daily changes in the Benchmark Oil Futures Contract. During the ~~six~~ nine months ended ~~June~~September 30, 2019, USCF attempted to minimize the effect of these transactions by seeking to execute its purchase or sale of the Benchmark Oil Futures Contract at, or as close as possible to, the end of the day settlement price. However, it may not always be possible for USOU or USOD 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 USOU or USOD's attempt to track the Benchmark Oil Futures Contract.

Second, USOU or USOD incurs expenses ~~primarily~~ primarily composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses. ~~The~~ The impact of these expenses tends to cause daily changes in the per share NAV of USOU or USOD to track slightly lower than ~~daily~~ daily changes in the price of the Benchmark Oil Futures Contract. At the same time, USOU or USOD earns dividend and interest ~~income~~ income on its cash, cash equivalents and Treasuries. USOU or USOD are not required to distribute any portion of its income to its shareholders and did not make any distributions to shareholders during the ~~six~~nine months ended ~~June~~September 30, 2019. Interest payments, and any other income, were retained within the portfolio and added to USOU or USOD's NAV. When this income exceeds the level of a Trust Series' expenses for its management fee, brokerage commissions and other expenses, USOU or USOD will realize a net yield that will tend to cause daily changes in the per share NAV of USOU or USOD to track slightly higher than daily changes in the Benchmark Oil Futures Contract. If short-term interest rates rise above the current levels, the level of deviation created by the yield would increase. Conversely, if short-term interest rates were to decline, the amount of error created by the yield would decrease. 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 Benchmark Oil Futures Contract. USCF anticipates that interest rates may continue ~~stagnate~~to decrease over the near future from ~~historical~~recent ~~lows~~highs. It is anticipated that fees and expenses paid by USOU or USOD may continue to be ~~higher~~ lower than interest earned by USOU or USOD. As such, USCF anticipates that each of USOU or USOD could possibly ~~underperform~~ outperform its benchmark so long as ~~expenses~~interest earned at least ~~equal~~equals or ~~exceed~~exceeds the ~~income~~fees ~~earned~~and expenses paid by USOU or USOD, respectively.

Third, USOU or USOD may hold Other Oil-Related Investments in its portfolio that may fail to closely track the Benchmark Oil Futures Contract's total return movements. In that case, the error in tracking the Benchmark Oil Futures Contract could result in daily changes in the per share NAV of USOU or USOD that are either too high, or too low, relative to the daily changes in the Benchmark Oil Futures Contract. During the ~~six~~nine months ended ~~June~~September 30, 2019, USOU or USOD did not hold any Other Oil-Related Investments. If USOU or USOD increases in size, and due to its obligations to comply with regulatory limits, USOU or USOD may invest in Other Oil-Related Investments which may have the effect of increasing transaction related expenses and may result in increased tracking error.

Impact of Contango and Backwardation on Total Returns

Several factors determine the total return from investing in futures contracts. One factor arises from “rolling” futures contracts that will expire at the end of the current month (the “near” or “front” month contract) forward each month prior to expiration. For a strategy that entails holding the near month contract, the price relationship between that futures contract and the next month futures contract will impact returns. For example, if the price of the near month futures contract is higher than the next futures month contract (a situation referred to as “backwardation”), then absent any other change, the price of a next month futures contract tends to rise in value as it becomes the near month futures contract and approaches expiration. Conversely, if the price of a near month futures contract is lower than the next month futures contract (a situation referred to as “contango”), then absent any other change, the price of a next month futures contract tends to decline in value as it becomes the near month futures contract and approaches expiration.

Contango and backwardation are natural market forces that can impact the total return on an investment in the shares of each Trust Series relative to a hypothetical direct investment in crude oil. In the future, it is likely that the relationship between the market price of the shares of each Trust Series and changes in the spot prices of light, sweet crude oil will continue to be impacted by contango and backwardation. It is important to note that this comparison ignores the potential costs associated with physically owning and storing crude oil, which could be substantial.

As an example, assume that the price of crude oil for immediate delivery (the “spot” price), was $50 per barrel, and the value of a position in the near month futures contract was also $50. Over time, the price of the barrel of crude oil will fluctuate based on a number of market factors, including demand for oil relative to its supply. The value of the near month contract will likewise fluctuate in reaction to a number of market factors. If investors seek to maintain their position in a near month contract and not take delivery of the oil, every month they must sell their current near month contract as it approaches expiration and invest in the next month contract.

If the futures market is in backwardation, e.g., when the price of the near month futures contract is higher than the price of the next month futures contract, the investor would buy a next month futures contract for a lower price than the current near month futures contract. Assuming the price of the next month futures contract was $49 per barrel, or 2% cheaper than the $50 near month futures contract, then, hypothetically, and assuming no other changes (e.g., to either prevailing crude oil prices or the price relationship between the spot price, the near month contract and the next month contract, and, ignoring the impact of commission costs and the income earned on cash and/or cash equivalents), the value of the $49 next month futures contract would rise to $50 as it approaches expiration. In this example, the value of an investment in the next month futures contract would tend to outperform the spot price of crude oil. As a result, it would be possible for the new near month futures contract to rise 12% while the spot price of crude oil may have risen a lower amount, e.g., only 10%. Similarly, the spot price of crude oil could have fallen 10% while the value of an investment in the futures contract might have fallen another amount, e.g., only 8%. Over time, if backwardation remained constant, this difference between the spot price and the futures contract price would continue to increase.

If the futures market is in contango, an investor would be buying a next month futures contract for a higher price than the current near month futures contract. Again, assuming the near month futures contract is $50 per barrel, the price of the next month futures contract might be $51 per barrel, or 2% more expensive than the front month futures contract. Hypothetically, and assuming no other changes, the value of the $51 next month futures contract would fall to $50 as it approaches expiration. In this example, the value of an investment in the second month would tend to underperform the spot price of crude oil. As a result, it would be possible for the new near month futures contract to rise only 10% while the spot price of crude oil may have risen a higher amount, e.g., 12%. Similarly, the spot price of crude oil could have fallen 10% while the value of an investment in the second month futures contract might have fallen another amount, e.g., 12%. Over time, if contango remained constant, this difference between the spot price and the futures contract price would continue to increase.

Historically, the crude oil futures markets have experienced periods of contango and backwardation, with backwardation being in place somewhat less often than contango since oil futures trading started in 1982. Following the global financial crisis in the fourth quarter of 2008, the crude oil market moved into contango and remained in contango for a period of several years. During parts of 2009, the level of contango was unusually steep as a combination of slack U.S. and global demand for crude oil and issues involving the physical transportation and storage of crude oil at Cushing, Oklahoma, the primary pricing point for oil traded in the U.S., led to unusually high inventories of crude oil. A combination of improved transportation and storage capacity, along with growing demand for crude oil globally, moderated the inventory build-up and led to reduced levels of contango by 2011. However, at the end of November 2014, global crude oil inventories grew rapidly after the Organization of Petroleum Exporting Countries (“OPEC”) voted to defend its market share against U.S. shale-oil producers, resulting in another period during which the crude oil market remained primarily in contango. This period of contango continued through December 31, 2017. Declining global crude oil inventories caused the market to flip into backwardation at the beginning of 2018 through late October 2018, at which point ongoing supply growth in the U.S., combined with increased OPEC production, once again led market participants to fear another global glut of crude oil. The crude oil market remained in contango through ~~June~~September 30, 2019.

Periods of contango or backwardation do not materially impact the investment objective of having the daily percentage changes in its per share NAV track, on a leveraged basis for USOU and an inverse leveraged basis for USOD, the daily percentage changes in the price of the Benchmark Oil Futures Contract since the impact of backwardation and contango tend to proportionally impact the daily percentage changes in price of both the Fund’s shares and the Benchmark Oil Futures Contract. It is impossible to predict with any degree of certainty whether backwardation or contango will occur in the future. It is likely that both conditions will occur during different periods.

Crude Oil Market. During the ~~six months~~nine months ended ~~June~~September 30, 2019, crude oil prices traded in a range between $45.41 to $66.30. Crude oil rose over 2819.7607% from the end of 2018 through ~~June~~September 30, 2019 finishing the quarter at $5854.4707. Crude is down 18.45% since its April high as a result of falling global growth forecasts, negative economic news, and persistently declining oil demand growth, all of which were at least partially the result of the ongoing trade wars. Prices briefly spiked 14.68% following the September 16th attacks on Saudi oil facilities that knocked out five percent of global daily supply, but quickly fell back on ongoing negative sentiment and economic news. As of the end of the ~~second~~third quarter of 2019, U.S. crude storage was 125% higher than a year ago, and 71% higher than the five-year average level. ~~Storage~~OPEC ~~levels~~has ~~are~~pledged ~~approximately~~to ~~13%~~do ~~below~~“whatever ~~the~~it ~~all-time high~~takes” ~~set in 2017. OPEC nations agreed in November 2018~~ to ~~reduce~~support ~~daily~~oil ~~supply~~prices, byhowever ~~1.2~~some ~~million~~signs of ~~barrels~~fraying ~~per~~alliance ~~day~~between Russia and ~~were~~Saudi ~~expected to~~Arabia ~~maintain~~could ~~those~~put ~~cuts~~such atefforts ~~the cartel’s semi-annual meeting~~ in ~~early July~~jeopardy. ~~The~~While ~~group~~OPEC has been aggressive about meeting ~~target~~ ~~cuts.~~target ~~Despite OPEC’s~~ cuts, continued growth in USU.S. shale, ~~falling~~production ~~demand,~~also ~~slowing~~threatens into ~~China~~oversupply ~~GDP~~the ~~growth,~~market ~~and~~relative ~~impact~~to ~~from~~demand ~~trade wars~~growth. ~~caused~~All ~~crude~~three major ~~prices~~energy toagencies ~~moderate~~(OPEC, ~~this~~EIA, ~~quarter.~~IEA) ~~While~~have ~~crude~~lowered ~~oil~~their ~~prices~~2019 ~~have~~demand ~~exhibited~~growth aforecasts. ~~dramatic~~Should ~~reversal~~demand ~~since~~continue ~~the~~moderating ~~end~~or ~~of 2018,~~turn ~~prices~~negative, ~~have~~crude ~~not~~prices ~~yet~~would ~~returned~~likely tofall ~~the recent high of $76~~further.41 ~~set on October 3~~However, ~~2018.~~geopolitical Ifrisk ~~global~~has ~~demand~~increased, ~~and~~while ~~demand~~a ~~growth~~geopolitical ~~stops~~risk ~~falling,~~premium only ~~then~~briefly ~~prices~~materialized ~~may stabilize~~ in the ~~second~~price ~~half~~ of ~~2019~~crude. ~~Meanwhile,~~Further ~~geopolitical~~surprise ~~risks~~attacks ~~have~~on ~~increased,~~crude ~~particularly~~infrastructure inor ~~respect~~conflicts ~~to Iran~~in ~~and~~the ~~its~~Middle ~~threats~~East towould likely ~~disrupt~~create ~~energy~~severe ~~shipping~~volatility into the ~~Strait~~upside, ofshould ~~Hormuz~~such events occur.

Crude Oil Price Movements in Comparison to Other Energy Commodities and Investment Categories. USCF believes that investors frequently measure the degree to which prices or total returns of one investment or asset class move up or down in value in concert with another investment or asset class. Statistically, such a measure is usually done by measuring the correlation of the price movements of the two different investments or asset classes over some period of time. The correlation is scaled between 1 and -1, where 1 indicates that the two investment options move up or down in price or value together, known as “positive correlation,” and -1 indicates that they move in completely opposite directions, known as “negative correlation.” A correlation of 0 would mean that the movements of the two are neither positively nor negatively correlated, known as “non-correlation.” That is, the investment options sometimes move up and down together and other times move in opposite directions.

For the ten-year time period between ~~June~~ September 30, 2009 and ~~June~~September 30, 2019, the table below compares the monthly movements of crude oil prices versus the monthly movements of the prices of several other energy commodities, such as natural gas, diesel-heating oil, and unleaded gasoline, as well as several major non-commodity investment asset classes, such as large cap U.S. equities, U.S. government bonds and global equities. It can be seen that over this particular time period, the movement of crude oil on a monthly basis exhibited strong correlation with unleaded gasoline and diesel-heating oil, moderate correlation with the movements of large cap U.S. equities and global equities, little correlation with natural gas, and moderate negative correlation with U.S. government bonds.

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

U.S.

Gov’t.

Bonds

Large

(EFFAS

Global

Cap U.S.

U.S.

Equities

Gov’t.

(FTSE

Diesel-

Correlation Matrix

(S&P

Bond

World

Unleaded

Heating

Natural

Crude

June 30, 2009 – June 30, 2019*

500)

Index)

Gasoline

Oil

Gas

Oil

September 30, 2009 – September 30, 2019*

500)

Index)

Gasoline

Oil

Gas

Oil

Large Cap U.S. Equities (S&P 500)

1.000

(0.~~399~~407)

)

0.~~960~~959

0.~~431~~450

0.~~403~~410

0.~~119~~109

0.~~465~~483

U.S. Gov’t. Bonds (EFFAS U.S. Gov’t. Bond Index)

1.000

(0.~~368~~383)

)

(0.~~272~~286)

)

(0.~~336~~341)

)

(0.~~046~~066)

)

(0.~~393~~391)

)

Global Equities (FTSE World Index)

1.000

0.~~449~~474

0.~~434~~444

0.~~119~~104

0.~~494~~515

Unleaded Gasoline

1.000

0.~~665~~674

0.~~038~~103

0.~~643~~654

Diesel-Heating Oil

1.000

0.~~099~~105

0.~~779~~782

Natural Gas

1.000

0.~~073~~072

Crude Oil

1.000

Source: Bloomberg, NYMEX

The table below covers a more recent, but ~~much~~ much shorter, range of dates than the above table. Over the one year period ended ~~June~~September 30, 2019, movements of crude oil displayed ~~strong~~ strong correlation with unleaded gasoline, diesel-heating oil, large cap U.S. equities and global equities, and moderate negative ~~correlation~~ correlation with U.S. government bonds and natural gas.

*PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

U.S.

Gov’t.

Bonds

Large

(EFFAS

Global

Cap U.S.

U.S.

Equities

Gov’t.

(FTSE

Diesel-

Correlation Matrix

(S&P

Bond

World

Unleaded

Heating

Natural

Crude

12 Months ended June 30, 2019*

500)

Index)

Gasoline

Oil

Gas

Oil

12 Months ended September 30, 2019*

500)

Index)

Gasoline

Oil

Gas

Oil

Large Cap U.S. Equities (S&P 500)

1.000

(0.~~414~~337)

)

0.~~985~~992

0.~~578~~619

0.~~590~~642

0.~~332~~271

0.~~630~~737

U.S. Gov’t. Bonds (EFFAS U.S. Gov’t. Bond Index)

1.000

(0.~~394~~320)

)

(0.~~229~~340)

)

(0.~~537~~566)

)

(0.~~255~~219)

)

(0.~~381~~382)

)

Global Equities (FTSE World Index)

1.000

0.~~584~~633

0.~~592~~665

0.~~245~~192

0.~~642~~762

Unleaded Gasoline

1.000

0.~~709~~736

(0.~~285~~304)

)

0.~~762~~789

Diesel-Heating Oil

1.000

(0.~~252~~307)

)

0.~~916~~953

Natural Gas

1.000

(0.~~270~~323)

)

Crude Oil

1.000

Source: Bloomberg, NYMEX

Investors are cautioned that the historical price relationships between crude oil and various other energy commodities, as well as other investment asset classes, as measured by correlation may not be reliable predictors of future price movements and correlation results. The results pictured above would have been different if a different range of dates had been selected. USCF believes that crude oil has historically not demonstrated a strong correlation with equities or bonds over long periods of time. However, USCF also believes that in the future it is possible that crude oil could have long term correlation results that indicate prices of crude oil more closely track the movements of equities or bonds. In addition, USCF believes that, when measured over time periods shorter than ten years, there will always be some periods where the correlation of crude oil to equities and bonds will be either more strongly positively correlated or more strongly negatively correlated than the long term historical results suggest.

As the Trust Series approach or reach position limits with respect to the Benchmark Oil Futures Contract and other Oil Futures Contracts or in view of market conditions, the Trust Series may begin investing in Other Oil-Related Investments. If certain other fuel-based commodity futures contracts do not closely correlate with the crude oil futures contract, then their use could lead to greater tracking error for the Trust Series.

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 Series' condensed financial statements and related disclosures and has determined that the valuation of its investments, which are not traded on a United States or internationally recognized futures exchange (such as forward contracts and OTC swaps) involves a critical accounting policy. The values which are used by the Trust Series for its Oil Futures Contracts are provided by its commodity broker who uses market prices when available, while OTC swaps 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, the Trust Series estimates interest and dividend 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

On September 4, 2018, the Trust, and USOD, a series of the Trust, received a notice from the NYSE Arca, notifying the Trust that USOD was not in compliance with the requirement under Rule 8.200E(d)(2)(c) that USOD meet the NYSE Arca’s continued listing standard to maintain a market value of not less than $1,000,000. USOD received an initial six-month period (the “Cure Period”) to regain compliance with Rule 8.200E(d)(2)(c), after the Trust submitted, and NYSE Arca accepted, a written response describing USOD’s plan to cure the deficiency during the Cure Period. To regain compliance during the Cure Period, USOD was required to demonstrate that it had a market value of $1,000,000 or more for thirty or more trading days. On November 21, 2018, USOD received a notice from NYSE Arca that it had regained compliance with NYSE Arca’s continued listing standard by maintaining a market value of not less than $1,000,000 for thirty or more trading days. USOD remained in compliance from such date through ~~June~~September 30, 2019. However, there can be no assurance that USOD will continue to to be in compliance with the market value requirement or otherwise maintain compliance with the other NYSE Arca listing requirements in the future. See “Item 1A. Risk Factors - Other Risks" - “NYSE Arca may halt trading in the Fund’s shares, which would adversely impact an investor’s ability to sell shares” and “A Fund could terminate at any time and cause the liquidation and potential loss of an investor’s investment and could upset the overall maturity and timing of an investor’s investment portfolio” in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018. 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 OTC swaps, if applicable, and 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 Oil Interests. Each Trust Series invests in Oil 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 Oil Futures Contracts and Other Oil-Related Investments. 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 Oil Interests. The balance of the assets is held in each Trust Series' account at the Custodian 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 ~~six~~nine months ended ~~June~~September 30, 2019, 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 ~~six~~nine months ended ~~June~~September 30, 2019, each Trust Series did ~~used~~not use other assets to pay expenses. To the extent expenses exceed income, a Trust Series' NAV will be negatively impacted.

Each Trust Series' investments in Oil 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 contracts 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 Oil Futures Contracts. In addition, market disruptions also may result in, among other things, unexpected large margin calls, large numbers of shares of a Trust Series being issued or redeemed by such Trust Series through creation baskets or redemption baskets, NYMEX suspension of trading in the Oil Futures Contracts, application of position limits or other or regulatory action. During such market disruptions, USCF, in its sole discretion, may take actions to address the ~~six~~price variability in the Oil Futures Contracts that could cause a Trust Series to significantly deviate from its investment objective. During the nine months ended ~~June~~ September 30, 2019, 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.

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. Since the initial offering of USOU and USOD, each of USOU and USOD is responsible for paying “Fund Expenses”, which means (a) the Management Fee payable to USCF, (b) brokerage fees, futures commission merchant fees and other fees and commissions incurred in connection with the trading activities of each Trust Series, (c) any costs and expenses related to registration of additional shares of each Trust Series, and (d) all other expenses allocated to each Trust Series by USCF in consultation with REX.

Market Risk

Trading in Oil Futures Contracts and Other Oil-Related Investments, such as forwards, involves each Trust Series entering into contractual commitments to purchase or sell oil 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. The 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 oil is limited to the aggregate market value of the contracts held. However, should the Trust Series enter into a contractual commitment to sell oil, it would be required to make delivery of the oil at the contract price, repurchase the contract at prevailing prices or settle in cash. Since there are no limits on the future price of oil, the market risk to the Trust Series could be unlimited.

Each Trust Series' exposure to market risk depends on a number of factors, including the markets for oil, the volatility of interest rates and foreign exchange rates, the liquidity of the Oil Futures Contracts and Other Oil-Related Investments markets and the relationships among the contracts held by each such Trust Series. Drastic market occurrences could ultimately lead to the loss of all or substantially all of an investor’s capital.

Credit Risk

When each Trust Series enters into Oil Futures Contracts and Other Oil-Related Investments, it is exposed to the credit risk that the counterparty will not be able to meet its obligations. The counterparty for the Oil Futures Contracts traded on the NYMEX and on most other 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. Neither Trust Series is currently a member of any clearinghouse. Some foreign exchanges are not backed by their clearinghouse members but may be backed by a consortium of banks or other financial institutions. In addition, the Trust Series face the risk of non-performance by any counterparties to OTC contracts. Unlike in the case of exchange-traded Futures Contracts, the counterparty to an OTC contract is generally a single bank or other financial institution. As a result, there will be greater counterparty credit risk in OTC transactions. There can be no assurance that any counterparty, clearinghouse, or their members or their financial backers will satisfy their obligations to the Trust Series in such circumstances.

USCF attempts to manage the credit risk of the 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 Oil Futures Contracts and Other Oil-Related Investments it holds. USCF has implemented procedures that include, but are not limited to, executing and clearing trades only with creditworthy parties and/or requiring the posting of collateral or margin by such parties for the benefit of each such Trust Series to limit its credit exposure. An FCM, when acting on behalf of the Trust Series in accepting orders to purchase or sell Oil Futures Contracts on United States exchanges, is required by CFTC regulations to separately account for and segregate as belonging to the Trust Series, all assets of the Trust Series relating to domestic Oil Futures Contracts trading. These FCMs are not allowed to commingle the Trust Series' assets with their other assets. In addition, the CFTC requires FCMs to hold in a secure account the Trust Series' assets related to foreign Oil Futures Contracts trading.

In the future, each Trust Series may purchase OTC swaps, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this quarterly report on Form 10-Q for a discussion of OTC swaps.

As of ~~June~~September 30, 2019, USOU and USOD held cash deposits and investments in Treasuries and money market funds in the amount of $1819,~~270~~380,~~862~~893 and $35,~~405~~972,~~023~~346 respectively, ~~with~~ with the custodian and FCM. Some or all of these amounts held by a custodian or an FCM, as applicable, may be subject to loss should the Trust Series' custodian or FCM, as applicable, cease operations.

Off Balance Sheet Financing

As of ~~June~~September 30, 2019, neither the Trust nor any Trust Series had any loan guarantee, credit support or other off-balance sheet arrangements 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

USOU and USOD had no direct exposure to to European sovereign debt as of ~~June~~September 30, 2019 and have no 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.

Contractual Obligations

The Trust's (and each series thereunder) primary contractual obligations are with USCF and certain other service providers. In return for its services, USCF is entitled to a management fee calculated daily and paid monthly as a fixed percentage of each of USOU's and USOD's NAV equal to, from July 20, 2017 to November 14, 2017, 1.35% and 1.65%, respectively for USOU and USOD per annum of average daily total net assets, and commencing on November 15, 2017, 0.95% for each USOU and USOD per annum of average daily total net assets.

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 ~~six~~nine months ended ~~June~~September 30, 2019, FCM fees were approximately 0.5459% of average daily total net assets for USOU and approximately 0.7173% of average daily total net assets for USOD. In general, transaction costs on OTC 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.

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 ~~June~~September 30, 2019, USOU's portfolio consisted of ~~1,201~~879 WTI Crude Oil Futures CL contracts traded on the NYMEX and USOD's portfolio consisted of ~~141~~396 WTI Crude Oil Futures CL contracts traded on the NYMEX. For a list of each of USOU and USOD's current holdings, please see www.uscfinvestments.com.

Item

3. Quantitative and Qualitative Disclosures About Market Risk.

Commodity Price Risk.

Each of USOU and USOD is exposed to commodity price risk. In particular, each of USOU and USOD is exposed to crude oil price risk through its holdings of Futures Contracts together with any other derivatives in which it may invest, which are discussed below. As a result, fluctuations in the value of the Oil Futures Contracts that each of USOU and USOD holds in its portfolio, as described in “Contractual Obligations" under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations" above, are expected to directly affect the value of the shares of USOU and USOD, respectively.

OTC Contract Risk

The Trust Series may purchase OTC Oil Interests, such as forward contracts or swap or spot contracts. Unlike most exchange-traded futures contracts or exchange-traded options on such futures, each party to an OTC swap bears the credit risk that the other party may not be able to perform its obligations under its contract.

The Trust, on behalf of each Trust Series, may enter into certain transactions where an OTC component is exchanged for a corresponding futures contract (“Exchange for Related Position” or “EFRP” transactions). In the most common type of EFRP transaction entered into by the Trust, the OTC component is the purchase or sale of one or more baskets of a Trust Series' shares. These EFRP transactions may expose a Trust Series to counterparty risk during the interim period between the execution of the OTC component and the exchange for a corresponding futures contract. Generally, the counterparty risk from the EFRP transaction will exist only on the day of execution.

Swap transactions, like other financial transactions, involve 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 credit 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 the International Swaps and Derivatives Association that provides for the netting of its overall exposure to its counterparty, if the counterparty is unable to meet its obligations to the Trust Series due to the occurrence of a specified event, such as the insolvency of the counterparty.

USCF assesses or reviews, as appropriate, the creditworthiness of each potential or existing counterparty to an OTC swap. Furthermore, USCF on behalf of the Trust and the Funds only enters into OTC swaps 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. USCF 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 swaps, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.

During the ~~six~~nine month reporting period ended ~~June~~September 30, 2019, each Trust Series limited its OTC activities to EFRP transactions.

Each Trust Series anticipates that the use of Other Oil-Related Investments together with its investments in Oil 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 swaps may result in higher transaction-related expenses than the brokerage commissions paid in connection with the purchase of Oil Futures Contracts, which may impact a Trust Series' ability to successfully track its Applicable Index/Benchmark Oil Futures Contracts.

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 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.

There has been no material change in the information provided under the heading “Risk Factors Involved With An Investment In The Fund” in the final prospectuses of USOU and USOD filed with the SEC on July 17, 2018.

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, 2018, filed on March 26, 2019.

Item

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

(a)

On June 20, 2017, USCF made contributions of capital to the Trust of $1,000 and $1,000 as initial contributions of capital for each of USOU and USOD. On July 20, 2017, each of USOU and USOD issued 40 Sponsor Shares to USCF in exchange for the previously received capital contribution. The issuance of such shares of USOU and USOD was deemed to be exempt from registration under the Securities Act of 1933 in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

(b)

The Trust’s Registration Statement on Form S-1 (Registration No. 333-214825) with respect to its initial public offering of shares of the United States 3x Oil Fund, a series of the Registrant (“USOU”), and Registration Statement on Form S-1 (Registration No. 333-214881) with respect to its initial public offering of shares of the United States 3x Short Oil Fund, a series of the Registrant (“USOD,” and together with USOU, the “Trust Series”), were declared effective on July 19, 2017. Each of the registration statements registered 30,000,000 shares of the applicable Trust Series at a proposed maximum offering price per share of $25 and a proposed maximum aggregate offering price of $750,000,000. Each offering of shares of USOU and USOD pursuant to the registration statements described above commenced on July 20, 2017 and remains ongoing and has not terminated. Shares of each of USOU and USOD are sold to institutional firms call “Authorized Participants” that purchase shares in blocks of 50,000 shares called “baskets” through each Trust Series’ marketing agent, ALPS Distributors, Inc. RBC Capital Markets LLC is the initial Authorized Participant for each Trust Series. From July 19, 2017 to September 30, 2017, USOU has sold 100,000 shares (consisting of 2 creation baskets) with an aggregate offering price of $25.00 and USOD has sold 100,000 shares (consisting of 2 creation baskets) with an aggregate offering price of $25.00. The net offering proceeds to USOU with respect to the above sales were $2,500,000, after deducting the payment of distribution-related services paid by the Registrant of $0 and other offering expenses paid by the Registrant of $0. The net offering proceeds to USOD with respect to the above sales were $2,500,000, after deducting the payment of distribution-related services paid by the Registrant of $0 and other offering expenses paid by the Registrant of $0. The net proceeds of each offering have been invested in commodity futures contracts and treasury obligations. There has been no material change in the planned use of proceeds from the offering of shares of USOU and USOD as described in the prospectus for each such Trust Series.

(c) USOU does not purchase shares directly from its shareholders. In connection with its redemption of baskets held by Authorized Participants, USOU redeemed 211 baskets (comprising ~~100~~550,000 shares) during the ~~second~~third quarter of the year ending December 31, 2019. The following table summarizes the redemptions by Authorized Participants during the three months ended ~~June~~September 30, 2019:

Issuer Purchases of Equity Securities

Period	Total Number of Shares Redeemed		Average Price Per Share
4/1/19 to 4/30/19		50,000	$	36.78
7/1/19 to 7/31/19		250,000	$	28.16
5/1/19 to 5/31/19		50,000	$	35.98
8/1/19 to 8/31/19		100,000	$	22.50
6/1/19 to 6/30/19		—		—
9/1/19 to 9/30/19		200,000	$	23.02
Total		~~100~~550,000

(d) USOD does not purchase shares directly from its shareholders. In connection with its redemption of baskets held by Authorized Participants, USOD redeemed 213* baskets (comprising ~~100~~625,000* shares) during the ~~second~~third quarter of the year ending December 31, 2019. The following table summarizes the redemptions by Authorized Participants during the three months ended ~~June~~September 30, 2019:

Issuer Purchases of Equity Securities

Period	Total Number of Shares Redeemed			Average Price Per Share
4/1/19 to 4/30/19		—			—
7/1/19 to 7/31/19		—		$	—
5/1/19 to 5/31/19		—			—
8/1/19 to 8/31/19		100,000	*	$	10.53	*
6/1/19 to 6/30/19		100,000		$	7.17
9/1/19 to 9/30/19		525,000	*	$	8.02	*
Total		~~100~~625,000	*

* Adjusted to give effect to the reverse share split of 1-for-2 executed on October 3, 2019.

Item

3. Defaults Upon Senior Securities.

Not applicable.

Item

4. Mine Safety Disclosures.

Not applicable.

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.uscfinvestments.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*		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		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*		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		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		XBRL Taxonomy Extension Definition Linkbase.
101.LAB		XBRL Taxonomy Extension Label Linkbase.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.

* Filed herewith.

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.

USCF Funds Trust (Registrant) ~~By: United States Commodity Funds LLC, its Sponsor~~

By:	/s/ John P. Love
	John P. Love
	President and Chief Executive Officer
	(Principal executive officer)
Date: August 13, 2019
By:	/s/ Stuart P. Crumbaugh
	Stuart P. Crumbaugh
	Chief Financial Officer
	(Principal financial and accounting officer)
Date: August 13, 2019

By: United States Commodity Funds LLC, its Sponsor

By:	/s/ John P. Love
	John P. Love
	President and Chief Executive Officer
	(Principal executive officer)

Date: November 13, 2019

By:	/s/ Stuart P. Crumbaugh
	Stuart P. Crumbaugh
	Chief Financial Officer
	(Principal financial and accounting officer)

Date: November 13, 2019

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