S-1 1 v203749_s1.htm

As filed with the Securities and Exchange Commission on November 24, 2010

Registration No. 333-

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



 

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933



 

UNITED STATES COMMODITY INDEX FUNDS TRUST

(Exact Name of Registrant as Specified in Its Charter)

   
Delaware   6770   27-1537655
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 
United States Commodity Funds LLC
1320 Harbor Bay Parkway, Suite 145
Alameda, California 94502
510.522.9600
  Nicholas D. Gerber
1320 Harbor Bay Parkway, Suite 145
Alameda, California 94502
510.522.9600
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
  (Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)


 

Copies to:

James M. Cain, Esq.
W. Thomas Conner, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, DC 20004-2415
202.383.0100



 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

 
Large accelerated filer o   Accelerated filer o
Non-accelerated filer x   Smaller reporting company o
(Do not check if a smaller reporting company)     
 

 


 
 

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CALCULATION OF REGISTRATION FEE

       
Title of Each Class of Securities to Be Registered   Amount to Be Registered   Proposed Maximum
Offering Price
Per Unit
  Proposed Maximum
Aggregate
Offering Price(1)
  Amount of
Registration Fee
Units of United States Metals Index
Fund
    20,000,000     $ 25.00     $ 500,000,000     $ 35,650  
Units of United States Agriculture Index Fund     20,000,000     $ 25.00     $ 500,000,000     $ 35,650  
Units of United States Copper Index
Fund
    20,000,000     $ 25.00     $ 500,000,000     $ 35,650  

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933.


 

This Registration Statement contains a combined prospectus under Rule 429 promulgated under the Securities Act of 1933, which relates to File No. 333-164024. Accordingly, upon effectiveness, this Registration Statement shall act as a Post-Effective Amendment No. 1 to File No. 333-164024.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


 
 

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the Sponsor and the Trust are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 
PRELIMINARY PROSPECTUS   SUBJECT TO COMPLETION

 
United States Commodity Index Fund   48,800,000 Units
United States Metals Index Fund   20,000,000 Units
United States Agriculture Index Fund   20,000,000 Units
United States Copper Index Fund   20,000,000 Units

United States Commodity Index Funds Trust, or the Trust, is a Delaware statutory trust that is organized into four separate series (each series, a “Fund”), each of which intends to issue common units representing fractional undivided beneficial interests in such Fund, called “Units.” The first Fund to offer its Units to the public was the United States Commodity Index Fund, or USCI, which commenced operations on August 10, 2010 and whose Units trade on the NYSE Arca under the ticker symbol “USCI.” The Units of each of the United States Metals Index Fund, or USMI, the United States Agriculture Index Fund, or USAI, and the United States Copper Index Fund, or USCUI, are also expected to trade on the NYSE Arca. The ticker symbol for USMI is expected to be “[]”; the ticker symbol for USAI is expected to be “[]” and the ticker symbol for USCUI is expected to be “[]”. Merrill Lynch Professional Clearing Corp. was the initial authorized purchaser for USCI and is expected to be the initial authorized purchaser for each of the other Funds. The Funds intend to continuously offer creation baskets consisting of 100,000 Units to “Authorized Purchasers” through ALPS Distributors, Inc., which is the “Marketing Agent” for the Units of the Funds. An Authorized Purchaser, in turn, may offer to the public Units of any baskets it creates. The Units of each of the Funds are expected to trade on the NYSE Arca at prices that may be lower or higher than the net asset value per Unit.

The investment objective of USCI is for the daily changes in percentage terms of its Units’ net asset value to reflect the daily changes in percentage terms of the SummerHaven Dynamic Commodity Index Total Return (the “Commodity Index”), less USCI’s expenses. The Commodity Index is designed to reflect the performance of a diversified group of commodities. The investment objective of USMI is for the daily changes in percentage terms of its Units’ net asset value to reflect the daily changes in percentage terms of the SummerHaven Dynamic Metals Index Total Return (the “Metals Index”), less USMI’s expenses. The Metals Index is designed to reflect the performance of a diversified group of precious metals. The investment objective of USAI is for the daily changes in percentage terms of its Units’ net asset value to reflect the daily changes in percentage terms of the SummerHaven Dynamic Agriculture Index Total Return (the “Agriculture Index”), less USAI’s expenses. The Agriculture Index is designed to reflect the performance of a diversified group of agricultural commodities. The investment objective of USCUI is for the daily changes in percentage terms of its Units’ net asset value to reflect the daily changes in percentage terms of the SummerHaven Copper Index Total Return (the “Copper Index”), less USCUI’s expenses. The Copper Index is designed as a benchmark for investors seeking attractive risk-adjusted returns on a portfolio of copper futures contracts.

The sponsor of the Funds is United States Commodity Funds LLC (the “Sponsor”), a Delaware limited liability company that is registered as a commodity pool operator with the Commodity Futures Trading Commission and is a member of the National Futures Association. The Sponsor controls the operations of the Funds and will employ trading advisors for the Funds, as necessary. The trading advisor for USCI, USMI, USAI and USCUI is SummerHaven Investment Management, LLC.

Each Fund will offer Creation Baskets consisting of 100,000 Units through the Marketing Agent to Authorized Purchasers. USCI commenced operations on August 10, 2010, by selling an initial Creation Basket to the initial Authorized Purchaser in exchange for $5 million in cash. With respect to USMI, USAI and USCUI, it is expected that on or about the effective date the initial Authorized Purchaser will, though it is under no obligation to do so, purchase one or more initial Creation Baskets of each of USMI, USAI and USCUI at a per unit price which is expected to initially be $25.00. In order to satisfy NYSE Arca listing standards that at least 100,000 Units of each Fund be outstanding, the Sponsor may purchase one of such Creation Baskets of each Fund from the initial Authorized Purchaser at the initial offering price of such Units and hold it for an indefinite period of time. The Sponsor has agreed not to resell the Units comprising each such basket except that it may require the initial Authorized Purchaser to repurchase all of these Units at a per Unit price equal to USMI’s, USAI’s or USCUI’s per Unit NAV, as the case may be, within 5 days following written notice from the Sponsor, subject to the conditions that (i) on the date of repurchase, the initial Authorized Purchaser must immediately redeem these Units in accordance with the terms of the Authorized Purchaser Agreement and (ii) immediately following such redemption at least 100,000 Units of USMI, USAI or USCUI, as the case may be, remain outstanding. The effective date will be the date on which the SEC declares the registration statement relating to this prospectus effective. It is expected that the proceeds from the initial Authorized Purchaser’s purchase on the effective date will be invested on that day and that initial per Unit net asset value of USMI, USAI and USCUI will be established as of 4:00 p.m. New York City time that day. Units offered in creation baskets on any day after the effective date will be offered at the per unit net asset value calculated shortly after the close of the core trading session on the NYSE Arca.

An Authorized Purchaser is under no obligation to offer to the public Units of any baskets it creates. Authorized Purchasers that offer to the public Units from the baskets they create will do so at per-Unit offering prices that are expected to reflect, among other factors, the trading price of the Units on the NYSE Arca, the net asset value of the Fund at the time the Authorized Purchaser purchased the creation basket and the net asset value at the time of the offer of the Units to the public, the supply of and demand for Units at the time of sale, and the liquidity of the commodity futures contract market and the market for other commodity-related investments. The prices of Units offered by Authorized Purchasers are expected to fall between a Fund’s net asset value and the trading price of its Units on the NYSE Arca at the time of sale. The difference between the price paid by Authorized Purchasers as underwriters and the price paid to such Authorized Purchasers by investors will be deemed underwriting compensation.


 
 

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This is a best efforts offering; the Marketing Agent is not required to sell any specific number or dollar amount of Units, but will use its best efforts to sell Units. An Authorized Purchaser is under no obligation to purchase Units. This is intended to be a continuous offering and is not expected to terminate until all of the registered Units have been sold or three years from the date of the prospectus, whichever is earlier, although the offering of a Fund may be temporarily suspended if and when no suitable investments for such Fund are available or practicable.

Investing in the Funds involves significant risks. See “What are the Risk Factors Involved with an Investment in the Funds?” beginning on page 18.

The Funds are not mutual funds registered under the Investment Company Act of 1940 and are not subject to regulation under such Act.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THESE POOLS NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

This prospectus is in two parts: a disclosure document and a statement of additional information. These parts are bound together, and both contain important information.

   
  Per Unit   Per Basket
Price of the Units*
   
USCI   $ 58.43     $ 5,843,000  
USMI   $ 25.00     $ 2,500,000  
USAI   $ 25.00     $ 2,500,000  
USCUI   $ 25.00     $ 2,500,000  

The date of this prospectus is [•  ]

* Based on USCI’s closing net asset value on November 2, 2010. For USMI, USAI and USCUI, based on the price of the first basket(s) sold. The prices may vary based on the net asset value on a particular day.


 
 

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COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF A POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN SUCH POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THESE POOLS BEGINNING ON PAGE 119 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 10.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THESE COMMODITY POOLS. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN ONE OR MORE OF THESE COMMODITY POOLS, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, BEGINNING ON PAGE 18.

YOU SHOULD ALSO BE AWARE THAT THESE COMMODITY POOLS MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THESE POOLS MAY BE EFFECTED.


 
 

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UNITED STATES COMMODITY INDEX FUND

TABLE OF CONTENTS

 
  Page
Statement Regarding Forward-Looking Statements     iii  
Prospectus Summary     1  
Overview of the Trust and the Funds     1  
The Units     7  
Types of Investments of the Funds     7  
Principal Investment Risks of an Investment in a Fund     8  
Principal Offices of the Trust and the Sponsor     10  
Financial Condition of the Trust     10  
Defined Terms     10  
Breakeven Analysis     10  
The Offering     12  
What Are the Risk Factors Involved with an Investment in the Funds?     18  
Risks Associated With Investing Directly or Indirectly in Commodities and Applicable Interests     18  
Operating Risks of the Funds     23  
Risk of Leverage and Volatility     30  
Over-the-Counter Contract Risk     31  
Tax Risk     32  
Risks Specific to Each Fund     33  
The Offering     41  
What Is USCI?     41  
What Is USMI?     41  
What Is USAI?     41  
What Is USCUI?     41  
Who Is the Sponsor?     42  
Contributions to the Funds     46  
Executive Compensation and Fees to the Sponsor     46  
Prior Performance of the Sponsor and Affiliates     47  
Other Related Commodity Trading and Investment Management Experience     67  
Who Is SummerHaven?     67  
Who Is the Trustee?     69  
How Do The Funds Operate?     70  
What are Futures Contracts?     74  
What is the Commodity Index?     82  
What is the Metals Index?     93  
What is the Agriculture Index?     101  
What is the Copper Index?     110  
What Are Over-the-Counter Derivatives?     118  
Each Fund’s Investments in Treasury Securities, Cash and Cash Equivalents     118  

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  Page
What are the Trading Policies of the Funds?     119  
Who are the Service Providers?     119  
Fees to be Paid by each Fund     121  
Form of Units     122  
Transfer of Units     123  
Inter-Series Limitation on Liability     123  
Recognition of the Trust in Certain States     124  
What Is the Plan of Distribution?     124  
What Is the Flow of Units?     126  
Calculating NAV     126  
Creation and Redemption of Units     127  
Secondary Market Transactions     131  
Use of Proceeds     131  
Management’s Discussion and Analysis of Financial Condition and Results of Operations     132  
The Trust Agreement     135  
The Sponsor and SummerHaven Have Conflicts of Interest     140  
Interests of Named Experts and Counsel     141  
Provisions of Federal and State Securities Laws     141  
Books and Records     142  
Statements, Filings, and Reports to Unitholders     142  
Fiscal Year     142  
Governing Law; Consent to Delaware Jurisdiction     142  
Legal Matters     143  
Experts     143  
Privacy Policy     143  
U.S. Federal Income Tax Considerations     143  
Investment by ERISA Accounts     153  
Information You Should Know     156  
Where You Can Find More Information     157  
Index to Financial Statements     F-1  
Appendix A
        
Glossary of Defined Terms     A-1  
Appendix B
        
Second Amended and Restated Declaration of Trust and Trust Agreement     B-1  

Until [•  ] (25 days after the date of this prospectus), all dealers effecting transactions in the offered Units, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

AS OF THE DATE OF THIS PROSPECTUS USMI, USAI AND USCUI HAVE NOT YET COMMENCED TRADING AND DO NOT HAVE ANY PERFORMANCE HISTORY.

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STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes “forward-looking statements” which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future, including such matters as movements in the commodities markets and indexes that track such movements, the Funds’ operations, the Sponsor’s plans and references to the Funds’ future success and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. See “What Are the Risk Factors Involved with an Investment in the Funds?” Consequently, all the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Funds’ operations or the value of any Funds’ Units.

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PROSPECTUS SUMMARY

This is only a summary of the prospectus and, while it contains material information about the Funds and their Units, it does not contain or summarize all of the information about the Funds and their Units contained in this prospectus that is material and/or which may be important to you. You should read this entire prospectus, including “What are the Risk Factors Involved with an Investment in the Funds?” beginning on page 8, before making an investment decision about the Units.

Overview of the Trust and the Funds

United States Commodity Index Funds Trust, or the Trust, is a Delaware statutory trust formed on December 21, 2009, that is organized into four separate series (each series, a “Fund”), each of which intends to issue common units representing fractional undivided beneficial interests in such Fund, called “Units.” The current series of the Trust are: United States Commodity Index Fund (“USCI”), United States Metals Index Fund (“USMI”), United States Agriculture Index Fund (“USAI”) and United States Copper Index Fund (“USCUI”). Additional series of the Trust that will be separate commodity pools may be created in the future. The Trust and the Funds operate pursuant to the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated as of November 10, 2010. Wilmington Trust Company, a Delaware banking corporation, is the Delaware trustee of the Trust. The Trust and the Funds are managed and controlled by United States Commodity Funds LLC (the “Sponsor”). The Sponsor 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 Funds intend to continuously offer baskets consisting of 100,000 Units (“Creation Baskets”) to “Authorized Purchasers” through ALPS Distributors, Inc., which is the “Marketing Agent” for the Units of the Funds. An Authorized Purchaser, in turn, may offer to the public Units of any baskets it creates. The Units of each of the Funds are expected to trade on the NYSE Arca at prices that may be lower or higher than the net asset value (“NAV”) per Unit. The first Fund to offer its Units to the public was USCI, which commenced operations on August 10, 2010 and whose Units trade on the NYSE Arca under the ticker symbol “USCI.”

United States Commodity Index Fund

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

The investment objective of USCI is for the daily changes in percentage terms of its Units’ net asset value (“NAV”) to reflect the daily changes in percentage terms of the Commodity Index, less USCI’s expenses. The Commodity Index is designed to reflect the performance of a diversified group of commodities. The Commodity Index is owned and maintained by SummerHaven Index Management, LLC (“SummerHaven Indexing”) and calculated and published by Bloomberg, L.P. The Commodity Index was developed based upon academic research by Yale University professors, Gary B. Gorton and K. Geert Rouwenhorst, and Hitotsubashi University professor, Fumio Hayashi. The Commodity Index is comprised of 14 of the 27 Eligible Commodity Futures Contracts that are selected on a monthly basis based on quantitative formulas relating to the prices of the Eligible Commodity Futures Contracts developed by SummerHaven Indexing. The

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Eligible Commodity Futures Contracts that at any given time make up the Commodity Index are referred to herein as “Benchmark Component Commodity Futures Contracts.”

USCI’s trading advisor is SummerHaven Investment Management, LLC (“SummerHaven”), a Delaware limited liability company that is registered as a commodity trading advisor (“CTA”) and CPO with the CFTC and is a member of the NFA. The Sponsor expects to manage USCI’s investments directly, using the trading advisory services of SummerHaven for guidance with respect to the Commodity Index and the Sponsor’s selection of investments on behalf of USCI. The Sponsor is also authorized to select futures commission merchants to execute USCI’s transactions in Commodity Interests. The Sponsor, SummerHaven Indexing, SummerHaven, and Bloomberg, L.P. are not affiliated with a broker-dealer and are subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the Commodity Index or USCI’s portfolio.

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

In order to meet its investment objective, USCI invests first, in the current Benchmark Component Commodity Futures Contracts and other Eligible Commodity Futures Contracts intended to replicate the return on the current Benchmark Component Commodity Futures Contracts and, thereafter, to comply with regulatory requirements or in view of market conditions, in Other Commodity-Related Investments intended to replicate the return on the Benchmark Component Commodity Futures Contracts, including cleared swap contracts and other over-the-counter transactions. For more information on the composition of the Commodity Index and selection of the Benchmark Component Commodity Futures Contracts, see the section of this prospectus entitled “What is the Commodity Index?”

United States Metal Index Fund

It is anticipated that the net assets of USMI will consist primarily of investments in futures contracts for metals that are traded on the NYMEX, LME, COMEX or on other foreign exchanges (such futures contracts, collectively, “Benchmark Component Metals Futures Contracts”) and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other metals-based contracts and instruments such as cash-settled options on Benchmark Component Metals Futures Contracts, forward contracts relating to metals, cleared swap contracts and other over-the-counter transactions that are based on the price of metals and the Benchmark Component Metals Futures Contracts (collectively, “Other Metals-Related Investments”). Market conditions that the Sponsor currently anticipates could cause USMI to invest in Other Metals-Related Investments include those allowing USMI to obtain greater liquidity or to execute transactions with more favorable pricing. Benchmark Component Metals Futures Contracts and Other Metals-Related Investments collectively are referred to as “Metals Interests” in this prospectus.

The investment objective of USMI is for the daily changes in percentage terms of its Units’ NAV to reflect the daily changes in percentage terms of the Metals Index, less USMI’s expenses. The Metals Index is

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designed to reflect the performance of a diversified group of metals. The Metals Index is owned and maintained by SummerHaven Indexing and calculated and published by [_____________]. The Metals Index is comprised of 10 Benchmark Component Metals Futures Contracts. The relative weighting of the Benchmark Component Metals Futures Contracts will change on a monthly basis, based on quantitative formulas relating to the prices of the Benchmark Component Metals Futures Contracts developed by SummerHaven Indexing.

USMI’s trading advisor is SummerHaven. The Sponsor expects to manage USMI’s investments directly, using the trading advisory services of SummerHaven for guidance with respect to the Metals Index and the Sponsor’s selection of investments on behalf of USMI. The Sponsor is also authorized to select futures commission merchants to execute USMI’s transactions in Benchmark Component Metals Futures Contracts and Other Metals-Related Investments. The Sponsor, SummerHaven Indexing and SummerHaven, are not affiliated with a broker-dealer and are subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the Metals Index or USMI’s portfolio.

USMI seeks to achieve its investment objective by investing in Benchmark Component Metals Futures Contracts and Other Metals-Related Investments such that daily changes in USMI’s NAV will closely track the daily changes in the Metals Index. USMI’s positions in Metals Interests will be rebalanced on a monthly basis in order to track the changing nature of the Metals Index. In order that USMI’s trading does not unduly cause extraordinary market movements, and to make it more difficult for third parties to profit by trading based on market movements that could be expected from changes in the Benchmark Component Metals Futures Contracts, USMI’s investments typically will not be rebalanced entirely on a single day, but rather will typically be rebalanced over a period of four days. After fulfilling the margin and collateral requirements with respect to USMI’s Metals Interests, the Sponsor will invest the remainder of USMI’s proceeds from the sale of baskets in Treasury Securities or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts).

USMI anticipates that to meet its investment objective it will invest first, in the current Benchmark Component Metals Futures Contracts and, thereafter, to comply with regulatory requirements or in view of market conditions, in Other Metals-Related Investments intended to replicate the return on the Benchmark Component Metals Futures Contracts, including cleared swap contracts and other over-the-counter transactions. For more information on the composition of the Metals Index and selection of the Benchmark Component Metals Futures Contracts, see the section of this prospectus entitled “What is the Metals Index?”

United States Agriculture Index Fund

It is anticipated that the net assets of USAI will consist primarily of investments in futures contracts for agricultural commodities that are traded on the the ICE Futures, CBOT, CME, Kansas City Board of Trade (“KCBT”) or on other foreign exchanges (the KCBT, NYMEX, LME, ICE Futures, CBOT, COMEX CME and other foreign exchanges collectively, the “Futures Exchanges”) (such futures contracts, collectively, “Benchmark Component Agriculture Futures Contracts”) and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other agriculture-based contracts and instruments such as cash-settled options on Benchmark Component Agriculture Futures Contracts, forward contracts relating to agricultural commodities, cleared swap contracts and other over-the-counter transactions that are based on the price of agricultural commodities and Benchmark Component Agriculture Futures Contracts (collectively, “Other Agriculture-Related Investments”). Market conditions that the Sponsor currently anticipates could cause USAI to invest in Other Agriculture-Related Investments include those allowing USAI to obtain greater liquidity or to execute transactions with more favorable pricing. Benchmark Component Agriculture Futures Contracts and Other Agriculture-Related Investments collectively are referred to as “Agriculture Interests” in this prospectus.

The investment objective of USAI is for the daily changes in percentage terms of its Units’ NAV to reflect the daily changes in percentage terms of the Agriculture Index, less USAI’s expenses. The Agriculture Index is designed to reflect the performance of a diversified group of agricultural commodities. The Agriculture Index is owned and maintained by SummerHaven Indexing and calculated and published by [_____________]. The Agriculture Index is comprised of 14 Benchmark Component Agriculture Futures Contracts. The relative weighting of the Benchmark Component Agriculture Futures Contracts will change on

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a monthly basis, based on quantitative formulas relating to the prices of the Benchmark Component Agriculture Futures Contracts developed by SummerHaven Indexing.

USAI’s trading advisor is SummerHaven. The Sponsor expects to manage USAI’s investments directly, using the trading advisory services of SummerHaven for guidance with respect to the Agriculture Index and the Sponsor’s selection of investments on behalf of USAI. The Sponsor is also authorized to select futures commission merchants to execute USAI’s transactions in Benchmark Component Agriculture Futures Contracts and Other Agriculture-Related Investments. The Sponsor, SummerHaven Indexing and SummerHaven are not affiliated with a broker-dealer and are subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the Agriculture Index or USAI’s portfolio.

USAI seeks to achieve its investment objective by investing in Benchmark Component Agriculture Futures Contracts and Other Agriculture-Related Investments such that daily changes in USAI’s NAV will closely track the daily changes in the Agriculture Index. USAI’s positions in Agriculture Interests will be rebalanced on a monthly basis in order to track the changing nature of the Agriculture Index. In order that USAI’s trading does not unduly cause extraordinary market movements, and to make it more difficult for third parties to profit by trading based on market movements that could be expected from changes in the Benchmark Component Agriculture Futures Contracts, USAI’s investments typically will not be rebalanced entirely on a single day, but rather will typically be rebalanced over a period of four days. After fulfilling the margin and collateral requirements with respect to USAI’s Agriculture Interests, the Sponsor will invest the remainder of USAI’s proceeds from the sale of baskets in Treasury Securities or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts).

USAI anticipates that to meet its investment objective it will invest first, in the current Benchmark Component Agriculture Futures Contracts and, thereafter, to comply with regulatory requirements or in view of market conditions, in Other Agriculture-Related Investments intended to replicate the return on the Benchmark Component Agriculture Futures Contracts, including cleared swap contracts and other over-the-counter transactions. For more information on the composition of the Agriculture Index and selection of the Benchmark Component Agriculture Futures Contracts, see the section of this prospectus entitled “What is the Agriculture Index?”

United States Copper Index Fund

It is anticipated that the net assets of USCUI will consist primarily of investments in futures contracts for copper that are traded on the COMEX (such futures contracts, collectively, “Eligible Copper Futures Contracts”) and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other copper-based contracts and instruments such as cash-settled options on Eligible Copper Futures Contracts, forward contracts relating to copper, cleared swap contracts and other over-the-counter transactions that are based on the price of copper and Eligible Copper Futures Contracts (collectively, “Other Copper-Related Investments”). Market conditions that the Sponsor currently anticipates could cause USCUI to invest in Other Copper-Related Investments include those allowing USCUI to obtain greater liquidity or to execute transactions with more favorable pricing. Eligible Copper Futures Contracts and Other Copper-Related Investments collectively are referred to as “Copper Interests” in this prospectus.

The investment objective of USCUI is for the daily changes in percentage terms of its Units’ NAV to reflect the daily changes in percentage terms of the Copper Index, less USCUI’s expenses. The Copper Index is designed to reflect the performance of the investment returns from a portfolio of copper futures contracts. The Copper Index is owned and maintained by SummerHaven Indexing and calculated and published by [_____________]. The Copper Index is comprised of either two or three Eligible Copper Futures Contracts that are selected on a monthly basis based on quantitative formulas relating to the prices of the Eligible Copper Futures Contracts developed by SummerHaven Indexing. The Eligible Copper Futures Contracts that at any given time make up the Copper Index are referred to herein as “Benchmark Component Copper Futures Contracts.”

USCUI’s trading advisor is SummerHaven. The Sponsor expects to manage USCUI’s investments directly, using the trading advisory services of SummerHaven for guidance with respect to the Copper Index and the Sponsor’s selection of investments on behalf of USCUI. The Sponsor is also authorized to select futures commission merchants to execute USCUI’s transactions in Benchmark Component Copper Futures

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Contracts and Other Copper-Related Investments. The Sponsor, SummerHaven Indexing and SummerHaven are not affiliated with a broker-dealer and are subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the Copper Index or USCUI’s portfolio.

USCUI seeks to achieve its investment objective by investing in Benchmark Component Copper Futures Contracts and Other Copper-Related Investments such that daily changes in USCUI’s NAV will closely track the daily changes in the Copper Index. USCUI’s positions in Copper Interests will be rebalanced on a monthly basis in order to track the changing nature of the Copper Index. In order that USCUI’s trading does not unduly cause extraordinary market movements, and to make it more difficult for third parties to profit by trading based on market movements that could be expected from changes in the Benchmark Component Copper Futures Contracts, USCUI’s investments typically will not be rebalanced entirely on a single day, but rather will typically be rebalanced over a period of four days. After fulfilling the margin and collateral requirements with respect to USCUI’s Copper Interests, the Sponsor will invest the remainder of USCUI’s proceeds from the sale of baskets in Treasury Securities or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts).

USCUI anticipates that to meet its investment objective it will invest first, in the current Benchmark Component Copper Futures Contracts and, thereafter, to comply with regulatory requirements or in view of market conditions, in Other Copper-Related Investments intended to replicate the return on the Benchmark Component Copper Futures Contracts, including cleared swap contracts and other over-the-counter transactions. For more information on the composition of the Copper Index and selection of the Benchmark Component Copper Futures Contracts, see the section of this prospectus entitled “What is the Copper Index?”

As used in this prospectus, “Applicable Index” means the Commodity Index with respect to USCI, the Metals Index with respect to USMI, the Agriculture Index with respect to USAI or the Copper Index with respect to USCUI; “Applicable Interests” means Commodity Interests with respect to USCI, Metals Interests with respect to USMI, Agriculture Interests with respect to USAI or Copper Interests with respect to USCUI; “Applicable Benchmark Component Futures Contracts” means Benchmark Component Commodity Futures Contracts with respect to USCI, Benchmark Component Metals Futures Contracts with respect to USMI, Benchmark Component Agriculture Futures Contracts with respect to USAI or Benchmark Component Copper Futures Contracts with respect to USCUI; “Other Related Investments” means Other Commodity-Related Investments with respect to USCI, Other Metals-Related Investments with respect to USMI, Other Agriculture-Related Investments with respect to USAI or Other Copper-Related Investments with respect to USCUI. For the avoidance of doubt, the term “commodities” includes energy, metals and agricultural commodities.

The Indices

The table below shows the relevant benchmark for each of the Funds.

 
Fund   Benchmark
United States Commodity Index Fund   SummerHaven Dynamic Commodity Index Total Return
United States Metals Index Fund   SummerHaven Dynamic Metals Index Total Return
United States Agriculture Index Fund   SummerHaven Dynamic Agriculture Index Total Return
United States Copper Index Fund   SummerHaven Copper Index Total Return

The Sponsor endeavors to place each Fund’s trades in Applicable Interests and otherwise manage each Fund’s investments so that A will be within plus/minus 10 percent of B, where:

A is the average daily percentage change in a Fund’s NAV for any period of 30 successive NYSE Arca trading days as of which such Fund calculates its NAV (each such trading day a “Valuation Day”), and
B is the average daily percentage change in the Applicable Index over the same period.

The Sponsor believes that market arbitrage opportunities will cause each Fund’s Unit price on the NYSE Arca to closely track the Fund’s NAV per Unit. The Sponsor believes that the net effect of this expected relationship and the expected relationship described above between a Fund’s NAV and the Applicable Index will be that the changes in the price of the Fund’s Units on the NYSE Arca will closely track, in percentage terms, changes in the Applicable Index, less the Fund’s expenses.

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Each Fund will invest in Applicable Interests to the fullest extent possible without being leveraged or unable to satisfy its expected current or potential margin or collateral obligations with respect to its investments in Applicable Interests. The primary focus of the Sponsor is the investment in Applicable Interests and the management of each Fund’s investments in Treasury Securities, cash and/or cash equivalents.

The Sponsor will employ a “neutral” investment strategy for each Fund intended to track the changes in the Applicable Index regardless of whether the Applicable Index goes up or goes down. Each Fund’s “neutral” investment strategy is designed to permit investors generally to purchase and sell each Fund’s Units for the purpose of investing indirectly in the commodities market in a cost-effective manner, and/or to permit participants in the commodities or other industries to hedge the risk of losses in their commodity-related transactions. Accordingly, depending on the investment objective of an individual investor, the risks generally associated with investing in the commodities market and/or the risks involved in hedging may exist. In addition, an investment in a Fund involves the risks that the changes in the price of the Fund’s Units will not accurately track the changes in the Applicable Index, and that changes in the Applicable Index will not closely correlate with changes in the spot prices of the commodities underlying the Applicable Benchmark Component Futures Contracts. Furthermore, each Fund also invests in short-term Treasury Securities or holds cash to meet its current or potential margin or collateral requirements with respect to its investments in Applicable Interests and invests cash not required to be used as margin or collateral. There is not expected to be any meaningful correlation between the performance of a Fund’s investments in Treasury Securities, cash or cash equivalents and the changes in the price of the Applicable Index. While the level of interest earned on or the market price of these investments may in some respect correlate to changes in the price of the Applicable Index, this correlation is not anticipated as part of the Funds’ efforts to meet their objectives. This and certain risk factors discussed in this prospectus may cause a lack of correlation between changes in a Fund’s NAV and changes in the price of the Applicable Index. The Sponsor does not intend to operate the Funds in a fashion such that their respective per Unit NAV will equal, in dollar terms, the spot prices of the commodities underlying the Applicable Benchmark Component Futures Contracts that comprise the Applicable Index or the prices of any particular group of Applicable Benchmark Component Futures Contracts.

Each Fund creates Units only in Creation Baskets and redeems Units only in blocks of 100,000 Units called Redemption Baskets. Only Authorized Purchasers may purchase or redeem Creation Baskets or Redemption Baskets, respectively. An Authorized Purchaser is under no obligation to create or redeem baskets, and an Authorized Purchaser is under no obligation to offer to the public Units of any baskets it does create. Baskets are generally created when there is a demand for Units, including, but not limited to, when the market price per Unit is at a premium to the NAV per Unit. Authorized Purchasers will then sell such Units, which will be listed on the NYSE Arca, to the public at per Unit offering prices that are expected to reflect, among other factors, the trading price of the Units on the NYSE Arca, the NAV of the applicable Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Units to the public, the supply of and demand for Units at the time of sale, and the liquidity of the Applicable Benchmark Component Futures Contracts and Other Related Investments. The prices of Units offered by Authorized Purchasers are expected to fall between the applicable Fund’s NAV and the trading price of the Units on the NYSE Arca at the time of sale. Similarly, baskets are generally redeemed when the market price per Unit is at a discount to the NAV per Unit. Retail investors seeking to purchase or sell Units on any day will effect such transactions in the secondary market, on the NYSE Arca, at the market price per Unit, rather than in connection with the creation or redemption of baskets.

All proceeds from the sale of Creation Baskets will be invested as quickly as practicable in the investments described in this prospectus. Investments and related margin or collateral are held through the custodian for the Funds, Brown Brothers Harriman & Co. (the “Custodian”), in accounts with the applicable Fund’s commodity futures broker, Newedge USA, LLC (“Newedge”), or, in some instances when agreed to by the applicable Fund, in collateral accounts held by third parties with respect to its non-exchange traded or cleared over-the-counter Applicable Interests. There is no stated maximum time period for the Funds’ operations and each Fund will continue until all its Units are redeemed or the Fund is liquidated pursuant to the terms of the Trust Agreement.

There is no specified limit on the maximum amount of Creation Baskets that can be sold. At some point, position limits on certain Applicable Benchmark Component Futures Contracts or Other Related Investments

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may practically limit the number of Creation Baskets that will be sold for a particular Fund if the Sponsor determines that the other investment alternatives available to the Fund at that time will not enable it to meet its stated investment objective.

Units may also be purchased and sold by individuals and entities that are not Authorized Purchasers in smaller increments than Creation Baskets on the NYSE Arca. However, these transactions are effected at bid and ask prices established by specialist firm(s). Like any listed security, Units of each Fund can be purchased and sold at any time a secondary market is open.

Other than to address monthly changes in the Applicable Benchmark Component Futures Contracts, in managing a Fund’s assets, the Sponsor does not use a technical trading system that automatically issues buy and sell orders. Instead, each time one or more baskets are purchased or redeemed, the Sponsor will purchase or sell Applicable Interests with an aggregate market value that approximates the amount of cash received or paid upon the purchase or redemption of the basket(s).

Note to Secondary Market Investors:  The Units can be directly purchased from or redeemed by a Fund only in Creation Baskets or Redemption Baskets, respectively, and only by Authorized Purchasers. Each Creation Basket and Redemption Basket consists of 100,000 Units and is expected to be worth millions of dollars. Individual investors, therefore, will not be able to directly purchase Units from or redeem Units with a Fund. Some of the information contained in this prospectus, including information about buying and redeeming Units directly from and to a Fund is only relevant to Authorized Purchasers. Units of each of the Funds are listed and traded on the NYSE Arca and may be purchased and sold as individual Units. Individuals interested in purchasing Units in the secondary market should contact their broker. Units purchased or sold through a broker may be subject to commissions.

Except when aggregated in Redemption Baskets, Units are not redeemable securities. There is no guarantee that Units will trade at or near the per-Unit NAV.

The Units

The Units are registered under the Securities Act of 1933 (“1933 Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) and do not provide dividend rights or conversion rights and there will not be sinking funds. The Units may only be redeemed when aggregated in Redemption Baskets as discussed under “Creation and Redemption of Units” and holders of each Fund’s Units (“Unitholders”) generally have very limited voting rights as discussed below under “The Trust Agreement — Voting Rights” below. Cumulative voting is neither permitted nor required and there are no preemptive rights. As discussed in the Trust Agreement, upon liquidation of a Fund, the Fund’s assets will be distributed first to creditors, and, second, to the Unitholders in accordance with their positive book capital account balances, after giving effect to all contribution distributions and allocations for all periods.

This is a continuous offering under Rule 415 of the 1933 Act and is not expected to terminate until all of the registered Units have been sold or three years from the date of the prospectus, whichever is earlier, although the offering may be temporarily suspended during such period when suitable investments for the Funds are not available or practicable. It is anticipated that when all registered Units have been sold pursuant to this registration statement, additional Units will be registered in subsequent registration statements. As discussed above, the minimum purchase requirement for Authorized Purchasers is a Creation Basket, which consists of 100,000 Units. Under the plan of distribution, none of the Funds requires a minimum purchase amount for investors who purchase Units from Authorized Purchasers. There are no arrangements to place funds in an escrow, trust, or similar account.

Types of Investments of the Funds

A brief description of the principal types of investments each Fund will make is set forth below.

A futures contract is an exchange-traded contract traded with standard terms that calls for the delivery of a specified quantity of a commodity at a specified price, on a specified date and at a specified location.

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A forward contract is a non-standardized, non-exchange traded (“over-the-counter”) bilateral contract for the purchase or sale of a specified quantity of a commodity at a specified price, on a specified date and at a specified location.
A swap is an over-the-counter bilateral contract to exchange a periodic stream of payments determined by reference to a notional amount, with one party’s payments determined by reference to a specified price for an underlying asset or index, and the other’s determined by reference to the current market price of that asset or index.
An option on a futures contract, forward contract or a commodity on the spot market gives the buyer of the option the right, but not the obligation, to buy or sell a futures contract, forward contract or commodity, as applicable, at a specified price on or before a specified date. Options on futures contracts, like the future contracts to which they relate, are standardized contracts traded on an exchange, while options on forward contracts and commodities generally are individually negotiated, over-the-counter, bilateral contracts.

Unlike exchange-traded contracts, over-the-counter contracts expose a Fund to the credit risk of the other party to the contract. (As discussed below, exchange-traded contracts may expose a Fund to the risk of the clearing broker’s and/or the exchange clearing house(s)’ bankruptcy.) The Sponsor does not currently intend to purchase and sell commodities in the “spot market” for any of the Funds. Spot market transactions are cash transactions in which the buyer and seller agree to the immediate purchase and sale of a commodity, usually with a two-day settlement.

A more detailed description of Commodity Interests, the Metals Interests, the Agriculture Interests, the Copper Interests and other aspects of the commodities and markets for such investments can be found later in this prospectus.

As noted above, the Funds invest in Futures Contracts, including those traded on the NYMEX, ICE Futures, CBOT, CME, LME, COMEX and KCBT. The Funds expressly disclaim any association with such exchanges or endorsement of the Funds by such exchanges and acknowledges that “New York Mercantile Exchange”, “NYMEX”, “ICE Futures”, “Chicago Board of Trade”, “CBOT”, “Chicago Mercantile Exchange”, “CME”, “London Metal Exchange”, “LME”, “Commodity Exchange, Inc.”, “COMEX” and “KCBT” are registered trademarks of such exchanges.

Principal Investment Risks of an Investment in a Fund

An investment in a Fund involves a degree of risk. Some of the risks you may face are summarized below. A more extensive discussion of these risks appears beginning on page 18.

The price relationship between the near month Applicable Benchmark Component Futures Contracts to expire and the next month Applicable Benchmark Component Futures Contracts to expire that compose each Applicable Index will vary and may impact both the applicable Fund’s total return over time and the degree to which such total return tracks the total return of its Applicable Index. For example, in cases in which the near month contract’s price is lower than next month contracts’ prices (a situation known as “contango” in the futures markets), then, absent the impact of the overall movement in commodity prices, the value of the Applicable Benchmark Component Futures Contracts would tend to decline as they approach expiration. In cases in which the near month contract’s price is higher than next month contracts’ prices (a situation known as “backwardation” in the futures markets), then, absent the impact of the overall movement in commodity prices, the value of the Applicable Benchmark Component Futures Contracts would tend to rise as they approach expiration.
Unlike mutual funds, commodity pools or other investment pools that manage their investments in an attempt to realize income and gains and distribute such income and gains to their investors, the Funds generally will not distribute dividends to Unitholders. You should not invest in a Fund if you will need cash distributions from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for any other reason.

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Investors may choose to use a Fund as a means of investing indirectly in commodities, and there are risks involved in such investments. The risks and hazards that are inherent in commodity production may cause the price of commodities to fluctuate widely.
To the extent that investors use a Fund as a means of investing indirectly in commodities, there is the risk that the daily changes in the price of the Fund’s Units on the NYSE Arca will not closely track the daily changes in the spot price of the commodities comprising the Applicable Index. This could happen if the price of Units traded on the NYSE Arca does not correlate closely with the applicable Fund’s NAV; the changes in the applicable Fund’s NAV do not correlate closely with changes in the Applicable Index; or the changes in the Applicable Index do not correlate closely with changes in the cash or spot price of the commodities underlying the Applicable Benchmark Component Futures Contracts. This is a risk because if these correlations are not sufficiently close, then investors may not be able to use a Fund as a cost-effective way to invest indirectly in commodities or as a hedge against the risk of loss in commodity-related transactions.
USMI, USAI and USCUI have no operating history and USCI commenced operations on August 10, 2010, so there is no performance history with respect to USMI, USAI or USCUI, and a limited performance history with respect to USCI, to serve as a basis for you to evaluate an investment in such Fund.
Investors, including those who directly participate in the commodities market, may choose to use a Fund as a vehicle to hedge against the risk of loss and there are risks involved in hedging activities. While hedging can provide protection against an adverse movement in market prices, it can also preclude a hedger’s opportunity to benefit from a favorable market movement.
The structure and operation of each Fund may involve conflicts of interest. The Sponsor has sole current authority to manage the investments and operations of each Fund, which may create a conflict with the Unitholders’ best interests. The Sponsor may also have a conflict to the extent that its trading decisions may be influenced by the effect they would have on the United States Oil Fund, LP (“USOF”), the United States Natural Gas Fund, LP (“USNG”), the United States 12 Month Oil Fund, LP (“US12OF”), the United States Gasoline Fund, LP (“UGA”), the United States Heating Oil Fund, LP (“USHO”), the United States Short Oil Fund, LP (“USSO”), the United States 12 Month Natural Gas Fund, LP (“US12NG”), and the United States Brent Oil Fund, LP (“USBO”), the other commodity pools it manages, or any other commodity pool the Sponsor may form in the future. USOF, USNG, US12OF, UGA, USHO, USSO, US12NG and USBO are referred to herein as the “Related Public Funds”.
You will have no rights to participate in the management of a Fund in which you invest and will have to rely on the duties and judgment of the Sponsor to manage such Fund.
Each Fund pays fees and expenses that are incurred regardless of whether it is profitable.
Each Fund seeks to have the daily changes in its Units’ NAV in percentage terms track daily changes in the Applicable Index in percentage terms, rather than profit from speculative trading. The Sponsor therefore endeavors to manage each Fund so that the Fund’s assets are, unlike those of many other commodity pools, not leveraged (i.e., so that the aggregate value of each Fund’s unrealized losses from its investments at any time will not exceed the value of the Fund’s assets). There is no assurance that the Sponsor will successfully implement this investment strategy. If the Sponsor permits a Fund to become leveraged and the Fund’s trading positions suddenly turn unprofitable, you could lose all or substantially all of your investment. These movements in price may be the result of factors outside of the Sponsor’s control and may not be anticipated by the Sponsor.
The Funds may invest in Other Related Investments. To the extent that these Other Related Investments are contracts individually negotiated between their parties, they may not be as liquid as Applicable Future Contracts and will expose a Fund to credit risk that its counterparty may not be able to satisfy its obligations to the Fund.

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Regulation of the commodity interest and energy markets is extensive and constantly changing. On July 21, 2010, a broad financial regulatory reform bill, “The Dodd-Frank Wall Street Reform and Consumer Protection Act,” was signed into law that includes provisions altering the regulation of commodity interests. The CFTC, along with the SEC and other federal regulators, has been tasked with developing the rules and regulations enacting the provisions noted above. The new law and the rules to be promulgated may negatively impact the Funds’ ability to meet their respective investment objectives either through limits or requirements imposed on them or upon their counterparties.
Cash or property will be distributed at the sole discretion of the Sponsor, and the Sponsor currently does not intend to make cash or other distributions with respect to Units. You will be required to pay U.S. federal income tax and, in some cases, state, local, or foreign income tax on your allocable share of a Fund’s taxable income, without regard to whether you receive distributions or the amount of any distributions. Therefore, your tax liability with respect to your Units may exceed the amount of cash or value of property (if any) distributed.

For additional risks, see “What are the Risk Factors Involved with an Investment in the Funds?”

Principal Offices of the Trust and the Sponsor

The principal office of the Trust and the Funds is located at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. The Sponsor’s principal office is also located at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. The telephone number for each of the Trust, the Funds and the Sponsor is (510) 522-9600.

Financial Condition of the Trust

USMI, USAI and USCUI will not calculate their respective NAV prior to the effective date. The initial NAV will be determined as of 4:00 p.m. New York time on the effective date. USCI’s NAV is determined shortly after the close of the core trading session of the NYSE Arca.

Defined Terms

For a glossary of defined terms, see Appendix A.

Breakeven Analysis

The breakeven analysis below indicates the approximate dollar returns and percentage required for the redemption value of a hypothetical investment in a single Unit of each of the Funds to equal the amount invested twelve months after the investment was made. For purposes of this breakeven analysis, we have assumed an initial selling price per unit of $56.51 for USCI, which equals USCI’s net asset value per unit as of November 16, 2010. For USMI, USAI and USCUI, we have assumed the initial selling price per unit to be $25.00 which will be the selling price of the Units sold in the initial Creation Basket. This breakeven analysis refers to the redemption of baskets by Authorized Purchasers and is not related to any gains an individual investor would have to achieve in order to break even. The breakeven analysis is an approximation only.

       
  USCI   USMI   USAI   USCUI
Initial Selling Price Per Unit   $ 56.51     $ 25.00     $ 25.00     $ 25.00  
Sponsor’s Management Fee(1)   $ 0.54     $ 0.24     $ 0.24     $ 0.24  
Creation Basket Fee(2)   $ (0.01 )    $ (0.01 )    $ (0.01 )    $ (0.01 ) 
Estimated Brokerage Fees(3)   $ 0.17     $ 0.03     $ 0.03     $ 0.06  
Interest Income (0.13%)(4)   $ (0.07 )    $ (0.03 )    $ (0.03 )    $ (0.03 ) 
Fees to Trustee(5)   $ 0.01     $ 0.01     $ 0.01     $ 0.01  
Fees and expenses associated with tax accounting and reporting(6)   $ 0.14     $ 0.13     $ 0.13     $ 0.13  
Amount of trading income (loss) required for the redemption value at the end of one year to equal the initial selling price of the Unit   $ 0.78     $ 0.37     $ 0.37     $ 0.40  
Percentage of initial selling price per Unit     1.38 %(7)      1.48 %(7)      1.48 %(7)      1.60 %(7) 

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(1) The Funds are obligated to pay the Sponsor a management fee based on average daily net assets and paid monthly at the annual rate as follows: USCI — 0.95%; USMI — 0.95%; USAI — 0.95% and USCUI —  0.95%.
(2) Authorized Purchasers are required to pay a Creation Basket fee of $1,000 for each order they place to create one or more baskets of a Fund. An order must be at least one basket, which is 100,000 Units. This breakeven analysis assumes a hypothetical investment in a single Unit so the Creation Basket fee is $.01 (1,000/100,000).
(3) For USCI, this amount is based on the actual brokerage fees for USCI calculated on an annual basis. For USMI, USAI and USCUI, assuming that the price of a Unit is $25.00, USMI, USAI or USCUI, as applicable, would receive $2,500,000 upon the sale of a Creation Basket (100,000 Units multiplied by $25.00). Assuming that this entire amount is invested in Applicable Benchmark Component Futures Contracts and that there is no change in the settlement price of such contracts, USMI and USCUI would be required to purchase approximately 26 Applicable Benchmark Component Futures Contracts to support the Creation Basket ($2,500,000 divided by $95,000, the average value of the Applicable Benchmark Component Futures Contracts as of October 31, 2010) and USAI would be required to purchase approximately 62 Benchmark Component Agriculture Futures Contracts to support the Creation Basket ($2,500,000 divided by $40,000, the average value of the Benchmark Component Agriculture Futures Contracts as of October 31, 2010). Assuming further that futures commission merchants charge approximately $4.00 per Applicable Benchmark Component Futures Contract for each purchase or sale, the annual futures commission merchant charge for USMI and USCUI would be approximately $2,496 (52 total Applicable Benchmark Component Futures Contract transactions (26 purchases and 26 sales) multiplied by 12 times per year multiplied by $4.00). As a percentage of the total investment of $2,500,000, this annual commission expense would be approximately 0.10%. Assuming further that futures commission merchants charge approximately $4.00 per Benchmark Component Agriculture Futures Contract for each purchase or sale, the annual futures commission merchant charge for USAI would be approximately $5,942 (124 total Benchmark Component Agriculture Futures Contract transactions (62 purchases and 62 sales) multiplied by 12 times per year multiplied by $4.00). As a percentage of the total investment of $2,500,000, this annual commission expense would be approximately 0.24%.
(4) A Fund earns interest on funds it deposits with its futures commission merchant and the Custodian and it estimates that the interest rate will be 0.13% based on the current interest rate on three-month Treasury Bills as of November 12, 2010. The actual rate may vary.
(5) In connection with its service as Trustee, Wilmington Trust Company is entitled to receive annual fees in the amount of approximately $6,000. The number in the break-even table assumes that USCI has $62.20 million in assets which is the amount of USCI’s assets as of November 16, 2010, and that USMI, USAI and USCUI each have $30 million in assets.
(6) Each Fund assumed the aggregate costs attributable to tax accounting and reporting to be $150,000 per Fund. This estimate is based on the experience of the Sponsor in its management of the Related Public Funds. The number in the break-even table assumes that USCI has $62.20 million in assets which is the amount of assets as of November 16, 2010, and that USMI, USAI and USCUI each have $30 million in assets.
(7) For purposes of this breakeven analysis, we have assumed that USCI has $62.20 million in assets, which is the amount of assets held by USCI as of November 16, 2010 and that USMI, USAI and USCUI each have $30 million in assets. If, however, only the initial Creation Basket of USMI, USAI or USCUI is sold for proceeds of $2.5 million, the amount of trading income required for the redemption value at the end of the year to equal the initial selling price of one Unit for such Fund would be as follows: USMI — $1.79 or 7.16% of the initial selling price per unit; USAI — $1.82 or 7.28% of the initial selling price per unit; USCUI — $1.79 or 7.16% of the initial selling price per unit.

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THE OFFERING

Offering    
    Each Fund will offer Creation Baskets consisting of 100,000 Units through the Marketing Agent to Authorized Purchasers. USCI commenced operations on August 10, 2010, by selling an initial Creation Basket to the initial Authorized Purchaser in exchange for $5 million in cash. With respect to USMI, USAI and USCUI, it is expected that on or about the effective date, the initial Authorized Purchaser will, though it is under no obligation to do so, purchase one or more initial Creation Baskets of each of USMI, USAI and USCUI at a per unit price which is expected to initially be $25.00. In order to satisfy NYSE Arca listing standards that at least 100,000 Units of each Fund be outstanding, the Sponsor may purchase one of such Creation Baskets of each Fund from the initial Authorized Purchaser at the initial offering price of such Units and hold it for an indefinite period of time. The Sponsor has agreed not to resell the Units comprising each such basket except that it may require the initial Authorized Purchaser to repurchase all of these Units at a per Unit price equal to USMI’s, USAI’s or USCUI’s per Unit NAV, as the case may be, within 5 days following written notice from the Sponsor, subject to the conditions that (i) on the date of repurchase, the initial Authorized Purchaser must immediately redeem these Units in accordance with the terms of the Authorized Purchaser Agreement and (ii) immediately following such redemption at least 100,000 Units of USMI, USAI or USCUI, as the case may be, remain outstanding. The effective date will be the date on which the SEC declares the registration statement relating to this prospectus effective. It is expected that the proceeds from the initial Authorized Purchaser’s purchase on the effective date will be invested on that day and that initial per Unit net asset value of USMI, USAI and USCUI will be established as of 4:00 p.m. New York City time that day. Units offered in creation baskets on any day after the effective date will be offered at the per unit net asset value calculated shortly after the close of the core trading session on the NYSE Arca.
Use of Proceeds    
    The Sponsor will apply substantially all of each Fund’s assets toward investing in Applicable Interests, Treasury Securities, cash and/or cash equivalents. The Sponsor will deposit a portion of each Fund’s net assets with the futures commission merchant, or other custodians to be used to meet its current or potential margin or collateral requirements in connection with its investment in Applicable Interests. Newedge is the futures commission merchant for USCI and is expected to be the futures commission merchant for USMI, USAI and USCUI. Only Treasury Securities, cash and/or cash equivalents will be used to satisfy these requirements. The Sponsor expects that all entities that will hold or trade a Fund’s assets will be based in the United States and will be subject to United States regulations. The Sponsor believes that approximately 5% to 20% of each Fund’s assets will normally be committed as margin for Applicable Benchmark Component Futures Contracts and collateral for Other Related Investments.

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    However, from time to time, the percentage of assets committed as margin/collateral may be substantially more, or less, than such range. The remaining portion of each Fund’s assets will be held in Treasury Securities, cash and/or cash equivalents by the Custodian. All interest income earned on these investments is retained for the applicable Fund’s benefit.
NYSE Arca Symbol    
   

Fund

Symbol

   

United States Commodity Index Fund

“USCI”

   

United States Metals Index Fund

“USMI”

   

United States Agriculture Index Fund

“USAI”

   

United States Copper Index Fund

“USCUI”

Creation and Redemption    
    Authorized Purchasers pay a $1,000 fee for each order to create or redeem one or more Creation Baskets or Redemption Baskets. Authorized Purchasers are not required to sell any specific number or dollar amount of Units. The per Unit price of Units offered in Creation Baskets on any day after the effective date of the registration statement relating to this prospectus is the total NAV of the applicable Fund calculated as of the close of the core trading session on the NYSE Arca on that day divided by the number of issued and outstanding Units of such Fund.
Inter-Series Limitation on Liability    
    While the Trust has four series at this time, additional series may be created in the future. The Trust has been formed and will be operated with the goal that each series of the Trust will be liable only for obligations of such series, and a series will not be responsible for or affected by any liabilities or losses of or claims against any other series. If any creditor or Unitholder in any particular series were to successfully assert against a series a claim with respect to its indebtedness or Units, the creditor or Unitholder could recover only from that particular series and its assets. Accordingly, the debts and other obligations incurred, contracted for or otherwise existing solely with respect to a particular series will be enforceable only against the assets of that series, and not against any other series or the Trust generally or any of their respective assets. The assets of each series will include only those funds and other assets that are paid to, held by or distributed to the series on account of and for the benefit of that series, including, without limitation, amounts delivered to the Trust for the purchase of Units in a series.
Registration Clearance and
Settlement
   
    Individual certificates will not be issued for the Units of any Fund. Instead, Units will be represented by one or more global certificates, which will be deposited by the Custodian with the Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Units outstanding at any time. Beneficial interests in Units will be held through DTC’s book-entry system, which means that Unitholders are limited to:
   

•  

participants in DTC such as banks, brokers, dealers and trust companies (“DTC Participants”),

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•  

those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (“Indirect Participants”), and

   

•  

those who hold interests in the Units through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers of Units.

    DTC Participants acting on behalf of investors holding Units through such participants’ accounts in DTC will follow the delivery practice applicable to securities eligible for DTC’s Same-Day Funds Settlement System. Units will be credited to DTC Participants’ securities accounts following confirmation of receipt of payment.
Net Asset Value    
    The NAV of a Fund will be calculated by taking the current market value of the applicable Fund’s total assets and subtracting any liabilities of such Fund. Under each Fund’s current operational procedures, the Administrator will calculate the NAV of a Fund’s Units once each Valuation Day. The NAV for a particular trading day is released after 4:00 p.m. New York time. Trading during the core trading session of the NYSE Arca typically closes at 4:00 p.m. New York time. NYSE Arca will calculate an approximate net asset value for each Fund every 15 seconds throughout each day that the applicable Fund’s Units are traded on the NYSE Arca for as long as the main pricing mechanisms are open for the Futures Exchanges upon which the Applicable Benchmark Component Futures Contracts are traded.
Fund Expenses    
    Each Fund is obligated to pay the Sponsor a management fee based on its average daily net assets and paid monthly at the annual rate as follows: USCI — 0.95%; USMI — 0.95%; USAI — 0.95%; and USCUI — 0.95%. Each Fund is also responsible for all ongoing fees, costs and expenses of its operations, including:
   

•  

brokerage and other fees and commissions incurred in connection with the trading activities of such Fund;

   

•  

expenses incurred in connection with registering additional Units of such Fund or offering Units of such Fund after the time any Units of such Fund have begun trading on the NYSE Arca;

   

•  

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

   

•  

fees and expenses associated with compensation to the directors of the Sponsor;

   

•  

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

   

•  

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

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•  

postage and insurance, including directors and officers’ liability insurance for the Sponsor;

   

•  

costs and expenses associated with client relations and services;

   

•  

the payment of any distributions related to the redemption of Units;

   

•  

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

   

•  

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

    The Sponsor bears the costs and expenses incurred in connection with the formation, qualification and registration of the Trust, any Fund and the Units of any Fund under applicable U.S. federal and state law, and any other expenses actually incurred and, directly or indirectly, related to the organization of the Trust or any Fund or the offering of a Fund’s Units prior to the time such Units begin trading on the NYSE Arca, including, but not limited to, expenses such as: (i) initial registration fees, prepaid licensing fees, filing fees, escrow fees and taxes, (ii) costs of preparing, printing (including typesetting), amending, supplementing, mailing and distributing this prospectus and the exhibits hereto, (iii) the costs of qualifying, printing (including typesetting), amending, supplementing, mailing and distributing sales materials used in connection with the offering and issuance of the Units of a Fund, (iv) travel, telephone and other expenses in connection with the offering and issuance of the Units of a Fund, (v) accounting, auditing and legal fees (including disbursements related thereto) incurred in connection therewith, (vi) the routine expenses associated with the preparation of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities, and (vii) payment for fees associated with custody and transfer agency services, whether performed by an outside service provider or by affiliates of the Sponsor.
Termination Events    
    Each Fund shall continue in existence from the date of its formation in perpetuity, unless sooner terminated upon the occurrence of any one or more of the following events:
   

•  

the filing of a certificate of dissolution or cancellation of the Sponsor, the revocation of the Sponsor’s charter (and the expiration of 90 days after the date of notice to the Sponsor of revocation without reinstatement of

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    its charter) or the withdrawal of the Sponsor, unless (i) there is at least one remaining Sponsor that carries on the business of the Trust or (ii) Unitholders owning at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Units held in all Funds, voting together as a single class elect within ninety (90) days after such event to continue the business of the Trust and appoint a successor Sponsor;
   

•  

the occurrence of any event which would make the existence of the Trust or any Fund unlawful;

   

•  

the suspension, revocation, or termination of the Sponsor’s registration as a CPO under the Commodity Exchange Act or membership as a CPO with the NFA (if, in either case, such registration is required under the Commodity Exchange Act or the rules promulgated thereunder) unless at the time there is at least one remaining Sponsor whose registration or membership has not been suspended, revoked or terminated;

   

•  

the Trust or the applicable Fund, as the case may be, becomes insolvent or bankrupt;

   

•  

Unitholders owning at least seventy-five percent (75%) of the outstanding Units held in all Funds, voting together as a single class, vote to dissolve the Trust, upon notice to the Sponsor of not less than ninety (90) business days prior to the effective date of termination;

   

•  

upon written notice to the Trustee and the Unitholders by the Sponsor of its determination, in the Sponsor’s sole discretion, that the Trust’s or a Fund’s aggregate net assets in relation to the operating expenses of the Trust or a Fund make it unreasonable or imprudent to continue the business of the Trust or such Fund;

   

•  

the Trust is required to be registered as an investment company under the Investment Company Act of 1940, as amended; or

   

•  

DTC is unable or unwilling to continue to perform its functions, and a comparable replacement is unavailable.

    Upon the dissolution of the Trust or any Fund, the Sponsor (or in the event there is no Sponsor, such person (the “Liquidating Trustee”) as the majority in interest of the Unitholders may propose and approve) shall take full charge of the trust estate. Thereafter, in accordance with applicable law, the business and affairs of the Trust or the applicable Fund shall be wound up and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority: (a) to the expenses of liquidation and termination and to creditors, including Unitholders who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Trust or the Funds (whether by payment or the making of

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    reasonable provision for payment thereof) other than liabilities for distributions to Unitholders, and (b) to the Unitholders in accordance with their positive book capital account balances, after giving effect to all contributions, distributions and allocations for all periods. Following the dissolution and distribution of the assets of all of the Funds, the Trust shall terminate and the Sponsor or the Liquidating Trustee, as the case may be, shall instruct the Trustee to execute and cause such certificate of cancellation of the certificate of trust to be filed in accordance with applicable law.
Authorized Purchasers    
    Merrill Lynch Professional Clearing Corp. was the initial Authorized Purchaser for USCI. We expect Merrill Lynch Professional Clearing Corp to also be the initial Authorized Purchaser for USMI, USAI and USCUI. There are additional Authorized Purchasers for USCI and we expect that in the future there will be additional Authorized Purchasers for USMI, USAI and USCUI. A list of Authorized Purchasers will be available from the Marketing Agent. Authorized Purchasers must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage in securities transactions, and (2) DTC Participants. To become an Authorized Purchaser, a person must enter into an Authorized Purchaser Agreement with the Marketing Agent.

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WHAT ARE THE RISK FACTORS INVOLVED WITH AN INVESTMENT IN THE FUNDS?

You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included in this prospectus, which includes the Trust’s financial statements and the related notes of the Trust and each Fund.

Risks Associated With Investing Directly or Indirectly in Commodities and Applicable Interests

Changes in a Fund’s NAV may not correlate with the changes in the value of its corresponding Applicable Index.

It is possible that a Fund’s performance may not correspond to the daily changes in the level of its Applicable Index due to disruptions in the markets for the relevant commodities or due to other extraordinary circumstances. In addition, a Fund is not able to replicate the daily changes in the Applicable Index because the Fund’s NAV is reduced by expenses and transactions costs, including those incurred in connection with the Fund’s trading activities, and increased by interest income from the Fund’s holdings of Treasury Securities, cash and/or cash-equivalents. Tracking the Applicable Index is dependent upon the skills of the Sponsor and its management and trading personnel, among other factors.

While close tracking of a Fund to its Applicable Index may be achieved on any single trading day, over time the cumulative percentage increase or decrease in the NAV of the Units of the Fund may diverge significantly from the cumulative percentage decrease or increase in the Applicable Index due to a compounding effect. Therefore, the Funds do not seek to achieve their stated investment objectives over a period of time greater than one day.

Historical Performance of each Applicable Index is no guide to the future performance of the Units.

Past performance of each Applicable Index is not necessarily indicative of the future performance of such Applicable Index over the life of the Units. There can be no guarantee that the level of each Applicable Index will increase. You may lose some or all of your investment in the Units.

Each Applicable Index is not designed to correlate exactly with the spot price of the Applicable Benchmark Component Futures Contracts which underlie such Applicable Index and this could cause the changes in the price of the Units to substantially vary from the changes in the spot prices of the commodities underlying the Applicable Benchmark Component Futures Contracts. Therefore, you may not be able to effectively use a Fund, to hedge against commodity-related losses or to indirectly invest in commodities.

Each Applicable Index reflects the price for future delivery of the Applicable Benchmark Component Futures Contracts which underlie such Applicable Index, not the current spot prices of such commodities, so at best the correlation between changes in such Applicable Benchmark Component Futures Contracts and the spot price of the underlying commodities will be only approximate. Weak correlation between the Applicable Index and the spot prices of the underlying commodities may result from typical seasonal fluctuations in commodity prices. Imperfect correlation may also result from speculation in Applicable Interests, technical factors in the trading of Applicable Benchmark Component Futures Contracts, and expected inflation in the economy as a whole. If there is a weak correlation between the Applicable Index and the spot prices of the underlying commodities, then the market price of the Units of such Fund may not accurately track the spot price of such commodities and you may not be able to effectively use a Fund as a way to hedge the risk of losses in your commodity-related transactions or as a way to indirectly invest in commodities.

Changes in a Fund’s NAV may not correlate well with changes in the value of the Applicable Index. If this were to occur, you may not be able to effectively use a Fund as a way to hedge against commodity-related losses or as a way to indirectly invest in commodities.

The Sponsor endeavors to invest each Fund’s assets as fully as possible in Applicable Interests so that the daily changes in percentage terms in the NAV of such Fund closely correlates with the daily changes in percentage terms in the Applicable Index. However, changes in a Fund’s NAV may not correlate with the changes in the Applicable Index for several reasons as set forth below:

None of the Funds is limited in its ability to invest only in Applicable Benchmark Component Futures Contracts. While their investments in Other Related Investments would generally be for the

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purpose of tracking the Applicable Index most effectively and efficiently, the performance of these Other Related Investments may not correlate well with the performance of the Applicable Benchmark Component Futures Contracts, resulting in a greater potential for error in tracking price changes in those futures contracts. If the trading market for the Applicable Benchmark Component Futures Contracts is suspended or closed, a Fund may not be able to purchase these investments at the last reported price for such investments.
Each Fund will incur certain expenses in connection with its operations, and will hold most of its assets in income-producing, short-term Treasury securities, cash and/or cash equivalents for margin, collateral and other liquidity purposes and to meet redemptions that may be necessary on an ongoing basis. These expenses and income will cause imperfect correlation between changes in each Fund’s NAV and changes in the value of the Applicable Index.
The Sponsor may not be able to invest a Fund’s assets in Applicable Interests having an aggregate notional amount exactly equal to the Fund’s NAV. As standardized contracts, the Applicable Benchmark Component Futures Contracts included in each Applicable Index are for a specified amount of a particular commodity, and a Fund’s NAV and the proceeds from the sale of a Creation Basket are unlikely to be an exact multiple of the amounts of those contracts. In such case, the Fund could not invest the entire proceeds from the purchase of the Creation Basket in such futures contracts. (For example, assuming USCI receives $5,651,000 for the sale of a Creation Basket and that the average price of a Benchmark Component Commodity Futures Contract is $46,800, the could only invest in 120 Benchmark Component Commodity Futures Contracts with an aggregate value of $5,616,000). While the Funds may be better able to achieve the exact amount of exposure to the commodities market through the use of Other Related Investments such as over-the-counter contracts, there is no assurance that the Sponsor will be able to continually adjust a Fund’s exposure to such Other Related Investments to maintain such exact exposure. Furthermore, as noted above, the use of Other Related Investments may itself result in imperfect correlation with the Applicable Index. Any amounts not invested in Applicable Interests will be held in Treasury Securities, cash and/or cash equivalents.
As each Fund grows, there may be more or less correlation with its Applicable Index. On the one hand, as a Fund grows it should be able to invest in Applicable Benchmark Component Futures Contracts with a notional amount that is closer on a percentage basis to the Fund’s NAV. For example, if the proportionate amount of the Fund’s NAV allocable to a particular Applicable Benchmark Component Futures Contract is equal to 4.9 times the value of the Applicable Benchmark Component Commodity Futures Contract, it can purchase only four such futures contracts, which would cause only 81.6% of the Fund’s assets to be exposed to the market for that commodity. On the other hand, if a Fund’s NAV is equal to 100.9 times the value of a single commodity Applicable Benchmark Component Futures Contract, it can purchase 100 such contracts, resulting in 99.1% exposure. However, at certain asset levels a Fund may be limited in its ability to purchase Applicable Benchmark Component Futures Contracts due to position limits imposed by the CFTC or position limits or accountability levels imposed by the relevant exchanges. In these instances, each Fund would likely invest to a greater extent in Applicable Interests not subject to these position limits or accountability levels, to the extent possible. To the extent that a Fund invests in Other Related Investments, the correlation between the Fund’s NAV and the Applicable Index may be lower. In certain circumstances, position limits could limit the number of Creation Baskets that will be sold.

If changes in a Fund’s NAV do not correlate with changes in the Applicable Index, then investing in the Fund may not be an effective way to hedge against commodity-related losses or indirectly invest in commodities.

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Changes in the price of a Fund’s Units on the NYSE Arca may not correlate perfectly with changes in the NAV of the Fund’s Units. If this variation occurs, then you may not be able to effectively use the Fund to hedge against commodity-related losses or to indirectly invest in commodities.

While it is expected that the trading prices of the Units will fluctuate in accordance with the changes in the applicable Fund’s NAV, the prices of Units may also be influenced by other factors, including the short-term supply of and demand for the Units. There is no guarantee that the Units will not trade at appreciable discounts from, and/or premiums to, the applicable Fund’s NAV. This could cause the changes in the price of the Units to substantially vary from the changes in the spot price of the commodities comprising the Applicable Index. If this occurs, you may not be able to effectively use a Fund to hedge the risk of losses in your commodity-related transactions or to indirectly invest in commodities.

A Fund may experience a loss if it is required to sell Treasury Securities or cash equivalents at a price lower than the price at which they were acquired.

If a Fund is required to sell Treasury Securities or cash equivalents at a price lower than the price at which they were acquired, the Fund will experience a loss. This loss may adversely impact the price of the Fund’s Units and may decrease the correlation between the price of the Units, the Applicable Index, and the spot price of the commodities underlying the Applicable Benchmark Component Futures Contracts. The value of Treasury Securities and other debt securities generally moves inversely with movements in interest rates. The prices of longer maturity securities are subject to greater market fluctuations as a result of changes in interest rates. While the short-term nature of a Fund’s investments in Treasury Securities and cash equivalents should minimize the interest rate risk to which the Fund is subject, it is possible that the Treasury Securities and cash equivalents held by the Fund will decline in value.

Certain of a Fund’s investments could be illiquid which could cause large losses to investors at any time or from time to time.

A Fund may not always be able to liquidate its positions in its investments at the desired price. As to futures contracts, it may be difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. Limits imposed by futures exchanges or other regulatory organizations, such as accountability levels, position limits and price fluctuation limits, may contribute to a lack of liquidity with respect to some exchange-traded Applicable Interests. In addition, over-the-counter (“OTC”) contracts may be illiquid because they are contracts between two parties and generally may not be transferred by one party to a third party without the counterparty’s consent. Conversely, a counterparty may give its consent, but a Fund still may not be able to transfer an OTC Applicable Interest to a third party, e.g., due to concerns regarding the counterparty’s credit risk.

A market disruption, such as a foreign government taking political actions that disrupt the market in its currency, its commodity production or exports, or in another major export, can also make it difficult to liquidate a position. Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, at this time none of the Funds intends to establish a credit facility, which would provide an additional source of liquidity and instead will rely only on the Treasury Securities, cash and/or cash equivalents that it holds. The anticipated large value of the positions in Applicable Interests that the Sponsor will acquire or enter into for each Fund increases the risk of illiquidity. Because Applicable Interests may be illiquid, a Fund’s holdings may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.

If the nature of the participants in the futures market shifts such that commodity purchasers are the predominant hedgers in the market, a Fund might have to reinvest at higher futures prices or choose to invest in Other Related Investments.

The changing nature of the participants in the commodities market will influence whether futures prices are above or below the expected future spot price. Commodity producers will typically seek to hedge against falling commodity prices by selling futures contracts. Therefore, if commodity producers become the predominant hedgers in the futures market, prices of futures contracts will typically be below expected futures spot prices. Conversely, if the predominant hedgers in the futures market are the purchasers of the commodities

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who purchase futures contracts to hedge against a rise in prices, prices of futures contracts will likely be higher than expected future spot prices. This can have significant implications for a Fund when it is time to sell an Applicable Benchmark Component Futures Contract that is no longer part of the Applicable Index and purchase a new Applicable Benchmark Component Futures Contract that is part of the Applicable Index.

While the Funds do not intend to take physical delivery of commodities under their Applicable Interests, the possibility of physical delivery impacts the value of the contracts which would make it more difficult for a Fund to trade the Applicable Index and achieve its investment objective.

While it is not the current intention of any Fund to take physical delivery of commodities under their Applicable Interests, Applicable Benchmark Component Futures Contracts are traditionally not cash-settled contracts, and it is possible to take delivery under these and certain Other Related Investments. Storage costs associated with purchasing commodities could result in costs and other liabilities that could impact the value of Applicable Benchmark Component Futures Contracts or Other Related Investments. Storage costs include the time value of money invested in a physical commodity plus the actual costs of storing the commodity less any benefits from ownership of the commodity that are not obtained by the holder of a futures contract. In general, Applicable Benchmark Component Futures Contracts have a one-month delay for contract delivery and back month contracts (the back month is any future delivery month other than the spot month) include storage costs. To the extent that these storage costs change for commodities while a Fund holds Applicable Interests, the value of the Applicable Interests, and therefore the Fund’s NAV, may change as well.

Regulation of the commodity interests is extensive and constantly changing; future regulatory developments are impossible to predict but may significantly and adversely affect the Funds.

The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading.

The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools which are publicly distributed in the United States. There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in a Fund or the ability of a Fund to continue to implement its investment strategy. In addition, various national governments have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Funds is impossible to predict, but could be substantial and adverse.

In the wake of the economic crisis of 2008 and 2009, the Administration, federal regulators and Congress are revisiting the regulation of the financial sector, including the securities and commodities markets. These efforts are anticipated to result in significant changes in the regulation of these markets.

On July 21, 2010, a broad financial regulatory reform bill, “The Dodd-Frank Wall Street Reform and Consumer Protection Act,” (the “Dodd-Frank Act”) was signed into law that includes provisions altering the regulation of commodity interests. Provisions in the new law include the requirement that position limits on a wide range of commodity interests including energy-based and other commodity futures contracts and certain commodity OTC contracts be established; new registration, recordkeeping, capital and margin requirements for “swap dealers” and “major swap participants” as determined by the new law and applicable regulations; and the forced use of clearinghouse mechanisms for most over-the-counter transactions. Additionally, the new law requires the aggregation, for purposes of position limits, of all positions in commodity futures and certain commodity OTC contracts held by a single entity and its affiliates, whether such positions exist on U.S. futures exchanges, non-U.S. futures exchanges, or in over-the-counter contracts. The CFTC, along with the SEC and other federal regulators, has been tasked with developing the rules and regulations enacting the provisions noted above. The new law and the rules to be promulgated may negatively impact the Funds’ ability to meet their respective investment objectives either through limits or requirements imposed on them or upon their counterparties. In particular, new position limits imposed on the Funds or its counterparties may impact their ability to invest in a manner that most efficiently meets their respective investment objectives, and new

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requirements, including capital and mandatory clearing, may increase the cost of the Funds’ investments and doing business, which could adversely affect their investors.

If you are investing in a Fund for purposes of hedging, you might be subject to several risks, including the possibility of losing the benefit of favorable market movements.

Producers and commercial users of commodities may use a Fund as a vehicle to hedge the risk of losses in their commodity-related transactions. There are several risks in connection with using a Fund as a hedging device. While hedging can provide protection against an adverse movement in market prices, it can also preclude a hedger’s opportunity to benefit from a favorable market movement. For instance, in a hedging transaction the hedger may be a user of a commodity concerned that the hedged commodity will increase in price, but must recognize the risk that the price may instead decline. If this happens, the hedger will have lost the benefit of being able to purchase the commodity at the lower price because the hedging transaction will result in a loss that would offset (at least in part) this benefit. Thus, the hedger forgoes the opportunity to profit from favorable price movements.

In addition, if the hedge is not a perfect one, the hedger can lose on the hedging transaction and not realize an offsetting gain in the value of the underlying item being hedged.

When using Applicable Interests as a hedging technique, at best, the correlation between changes in prices of Applicable Benchmark Component Futures Contracts and of the items being hedged can be only approximate. The degree of imperfection of correlation depends upon circumstances such as: variations in speculative markets, demand for futures and for commodity products, technical influences in futures trading, and differences between anticipated costs being hedged and the instruments underlying the standard Applicable Benchmark Component Futures Contracts available for trading. Even a well-conceived hedge may be unsuccessful to some degree because of unexpected market behavior as well as the expenses associated with creating the hedge.

An investment in a Fund may provide you little or no diversification benefits. Thus, in a declining market, a Fund may have no gains to offset your losses from other investments, and you may suffer losses on your investment in the Fund at the same time you incur losses with respect to other asset classes.

Historically, commodities have not generally been correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is a low statistical relationship between the performance of commodities, on the one hand, and stocks or bonds, on the other hand. However, there can be no assurance that such non-correlation will continue during future periods. If, contrary to historic patterns, a Fund’s performance were to move in the same general direction as the financial markets, you will obtain little or no diversification benefits from an investment in the Units. In such a case, the Fund may have no gains to offset your losses from other investments, and you may suffer losses on your investment in the Fund at the same time you incur losses with respect to other investments.

Variables such as drought, floods, weather, embargoes, tariffs and other political events may have a larger impact on commodity prices and commodity-linked instruments, including Applicable Benchmark Component Futures Contracts and Other Related Investments, than on traditional securities. These additional variables may create additional investment risks that subject a Fund’s investments to greater volatility than investments in traditional securities.

Non-correlation should not be confused with negative correlation, where the performance of two asset classes would be opposite of each other. There is no historic evidence that the spot prices of commodities and prices of other financial assets, such as stocks and bonds, are negatively correlated. In the absence of negative correlation, a Fund cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa.

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Operating Risks of the Funds

None of the Funds is a registered investment company, so you do not have the protections of the Investment Company Act of 1940.

None of the Funds is a registered investment company subject to the Investment Company Act of 1940. Accordingly, you do not have the protections afforded by that statute which, for example, requires investment companies to have a majority of disinterested directors and regulates the relationship between the investment company and its investment manager.

The Sponsor is leanly staffed and relies heavily on key personnel, to manage its activities.

In managing and directing the day-to-day activities and affairs of the Funds, the Sponsor relies heavily on Messrs. Howard Mah and John Hyland. If Messrs. Mah or Hyland were to leave or be unable to carry out their present responsibilities, it may have an adverse effect on the management of the Funds. Furthermore, Messrs. Mah and Hyland are currently involved in the management of the Related Public Funds. Mr. Mah is also employed by Ameristock Corporation, a registered investment adviser that manages a public mutual fund. It is estimated that Mr. Mah will spend approximately 90% of his time on matters for the Funds and for the Related Public Funds. Mr. Hyland will spend approximately 85% of his time on matters for the Funds and the Related Public Funds. To the extent that the Sponsor establishes additional funds, even greater demands will be placed on Messrs. Mah and Hyland, as well as the other officers of the Sponsor and its Board of Directors.

SummerHaven is leanly staffed and relies heavily on key personnel to manage advisory activities.

In providing trading advisory services to the Funds with respect to the Applicable Indices, SummerHaven relies heavily on Mr. Adam Dunsby, Mr. Kurt Nelson, Mr. Ashraf Rizvi and Dr. K. Geert Rouwenhorst. If Messrs. Dunsby, Nelson or Rizvi or Dr. Rouwenhorst were to leave or be unable to carry out their present responsibilities, it may have an adverse effect on the management of SummerHaven. It is estimated that Mr. Dunsby will spend approximately 10% of his time on matters for the Funds. Mr. Nelson will spend approximately 35% of his time on matters for the Funds. Mr. Rizvi will spend approximately 50% of his time on matters for the Funds and Dr. Rouwenhorst will spend approximately 10% of his time on matters for the Funds.

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

U.S. designated contract markets, such as the NYMEX, COMEX, CME and CBOT, have established accountability levels and position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which an investment by a Fund is not) may hold, own or control. For example, the current accountability level for investments at any one month in natural gas futures contracts traded on NYMEX is 6,000. In addition, the NYMEX imposes an accountability level for all months of 12,000 net futures contracts in natural gas. While this is not a fixed ceiling, it is a threshold above which the NYMEX may exercise greater scrutiny and control over an investor, including limiting an investor to holding no more than 12,000 natural gas futures contracts.

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. For example, the current position limit for feeder cattle futures contracts on the CME is 1,600 futures contracts in any contract month. USCI and USAI will not collectively be able to hold, own or control feeder cattle futures contracts in excess of this limit. See “Risk Factors — Risks Associated With Investing Directly or Indirectly in Commodities and Applicable Interests — Regulation of the commodity interests and energy markets is extensive and constantly changing; future regulatory developments are impossible to predict but may significantly and adversely affect the Funds” for a discussion of the potential impact of the Dodd-Frank Act on position limits.

In addition to accountability levels and position limits, the Futures Exchanges may also set daily price fluctuation limits on the Applicable Benchmark Component Futures Contracts. The daily price fluctuation limit

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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 an Applicable Benchmark Component Future Contract, no trades may be made at a price beyond that limit.

For example, the NYMEX imposes a $3.00 per mmBtu ($30,000 per contract) price fluctuation limit for natural gas futures contracts. This limit is initially based off of the previous NYMEX trading day’s settlement price. If any natural gas futures contract is traded, bid, or offered at the limit for five minutes, trading is halted for five minutes. When trading resumes it begins at the point where the limit was imposed and the limit is reset to be $3.00 per mmBtu in either direction of that point. If another halt were triggered, the market would continue to be expanded by $3.00 per mmBtu in either direction after each successive five-minute trading halt. There is no maximum price fluctuation limit during any one trading session.

All of these limits may potentially cause a tracking error between the price of the Units of a Fund and the price of the Applicable Index. This may in turn prevent you from being able to effectively use a Fund as a way to hedge against commodity-related losses or as a way to indirectly invest in commodities.

The Funds are not limiting the size of the offering and are committed to utilizing substantially all of their proceeds to purchase Applicable Benchmark Component Futures Contracts and Other Related Investments. If a Fund encounters accountability levels, position limits, or price fluctuation limits for Applicable Benchmark Component Futures Contracts on a particular Futures Exchange, it may then, if permitted under applicable regulatory requirements, purchase Applicable Benchmark Component Futures Contracts on the other Futures Exchanges that trade listed futures in the relevant commodity. The Applicable Benchmark Component Futures Contracts available on other Futures Exchanges may be comparable to the Applicable Benchmark Component Futures Contracts, but they may have different underlying commodities, sizes, deliveries, and prices.

No independent advisers were involved in the formation of the Funds or the preparation of this registration statement. As a result, you will not have the benefit of an independent due diligence review of us.

The Sponsor has consulted with legal counsel, accountants and other advisers regarding the formation and operation of the Trust and the Funds. No counsel has been appointed to represent you in connection with the offering of Units. Accordingly, you should consult your own legal, tax and financial advisers regarding the desirability of an investment in the Units.

Each of the Funds, the Sponsor and SummerHaven may have conflicts of interest, which may cause them to favor their own interests to your detriment.

Each of the Funds, the Sponsor and SummerHaven may have inherent conflicts to the extent the Sponsor and SummerHaven attempt to maintain each Fund’s asset size in order to preserve its fee income and this may not always be consistent with each Fund’s objective of having the value of its Units’ NAV track changes in the value of the Applicable Index.

The Sponsor’s and SummerHaven’s officers, directors and employees do not devote their time exclusively to the Funds. For example, these persons are directors, officers or employees of the Related Public Funds that may compete with the Funds for their services. They could have a conflict between their responsibilities to the Funds and to the Related Public Funds.

The Sponsor has sole current authority to manage the investments and operations of the Funds. It has delegated management of each Fund’s investments in Applicable Interests to its trading advisor, SummerHaven. This authority to manage the investments and operations of the Funds may allow either the Sponsor or SummerHaven to act in a way that furthers its own interests in conflict with your best interests. Unitholders have very limited voting rights, which will limit the ability to influence matters such as amending the Trust Agreement, changing a Fund’s basic investment objective, dissolving a Fund, or selling or distributing a Fund’s assets.

Unitholders will have only very limited voting rights and will have the power to replace the Sponsor only under specific circumstances. Unitholders will not participate in the management of the Funds and do not control the Sponsor, so they will not have any influence over basic matters that affect the Funds.

Unitholders will have very limited voting rights with respect to each Fund’s affairs. Unitholders may elect a replacement Sponsor only if the current Sponsor resigns voluntarily or loses its corporate charter.

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Unitholders will not be permitted to participate in the management or control of a Fund or the conduct of its business. Unitholders must therefore rely upon the duties and judgment of the Sponsor to manage each Fund’s affairs.

The Sponsor may manage a large amount of assets and this could affect a Fund’s ability to trade profitably.

Increases in assets under management may affect trading decisions. In general, the Sponsor does not intend to limit the amount of assets that it may manage for any of the Funds. The more assets the Sponsor manages, the more difficult it may be for it to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance and of managing risk associated with larger positions.

The liability of the Sponsor and the Trustee are limited, and the value of the Units will be adversely affected if a Fund is required to indemnify the Trustee or the Sponsor.

Under the Trust Agreement, the Trustee and the Sponsor are not liable, and have the right to be indemnified, for any liability or expense incurred absent gross negligence or willful misconduct on the part of the Trustee or the Sponsor or breach by the Sponsor of the Trust Agreement, as the case may be. As a result, the Sponsor may require the assets of a Fund to be sold in order to cover losses or liability suffered by it or by the Trustee. Any sale for such purpose would reduce the NAV of such Fund and the value of its Units.

Although the Units of each Fund are limited liability investments, certain circumstances such as bankruptcy or indemnification of a Fund by the Unitholder will increase a Unitholder’s liability.

The Units of each Fund are limited liability investments; Unitholders may not lose more than the amount that they invest plus any profits recognized on their investment. However, Unitholders could be required, as a matter of bankruptcy law, to return to the estate of a Fund any distribution they received at a time when the Fund was in fact insolvent or in violation of its Trust Agreement. In addition, a number of states do not have “statutory trust” statutes such as the Delaware statutes under which the Trust has been formed. It is possible that a court in such state could hold that, due to the absence of any statutory provision to the contrary in such jurisdiction, the Unitholders, although entitled under Delaware law to the same limitation on personal liability as stockholders in a private corporation for profit organized under the laws of the State of Delaware, are not so entitled in such state.

You cannot be assured of the Sponsor’s continued services, and discontinuance may be detrimental to the Funds.

You cannot be assured that the Sponsor will be willing or able to continue to service the Funds for any length of time. The Sponsor was formed for the purpose of sponsoring the Funds and other commodity pools, and has limited financial resources and no significant source of income apart from its management fees from the commodity pools it operates to support its continued service for the Funds. If the Sponsor discontinues its activities on behalf of the Funds, the Funds may be adversely affected. If the Sponsor’s registration with the CFTC or membership in the NFA were revoked or suspended, the Sponsor would no longer be able to provide services to the Funds.

You cannot be assured of SummerHaven’s continued services, and discontinuance may be detrimental to the Funds.

You cannot be assured that SummerHaven will be willing or able to continue to service the Funds for any length of time. SummerHaven was formed for the purpose of providing investment advisory services, and provides these services to the Funds on a contractual basis pursuant to a licensing agreement and an advisory agreement. The licensing agreement and the advisory agreement are to remain in effect until August 10, 2012. After August 10, 2012, the agreements shall continue for successive one-year periods unless terminated by SummerHaven or the Sponsor as of the end of an annual period by providing at least ninety (90) days written notice of such termination prior to the end of the annual period. If SummerHaven discontinues its activities on behalf of the Funds, the Funds may be adversely affected. If SummerHaven’s registration with the CFTC or membership in the NFA were revoked or suspended, SummerHaven would no longer be able to provide services to the Funds.

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A Fund could terminate at any time and cause the liquidation and potential loss of your investment and could upset the overall maturity and timing of your investment portfolio.

A Fund may terminate at any time, regardless of whether the Fund has incurred losses, subject to the terms of the Trust Agreement. For example, the dissolution or resignation of the Sponsor would cause the Funds to terminate unless, within 90 days of the event, Unitholders holding Units representing at least 66 2/3% of the outstanding Units of all the Funds elect to continue the Trust and appoint a successor Sponsor. In addition, the Sponsor may terminate a Fund if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund. A Fund’s termination would result in the liquidation of its assets and the distribution of the proceeds thereof, first to creditors and then to the Unitholders in accordance with their positive book capital account balances, after giving effect to all contributions, distributions and allocations for all periods, and the Fund could incur losses in liquidating its assets in connection with a termination. Termination could also negatively affect the overall maturity and timing of your investment portfolio.

As a Unitholder, you will not have the rights enjoyed by investors in certain other types of entities.

As interests in separate series of a Delaware statutory trust, the Units do not involve the rights normally associated with the ownership of common stock of a corporation. For example, the Units have limited voting and distribution rights (e.g., Unitholders do not have the right to elect directors and generally will not receive regular distributions of the net income and capital gains earned by a Fund). The Funds are also not subject to certain investor protection provisions of the Sarbanes Oxley Act of 2002 and certain NYSE Arca governance rules (for example, audit committee requirements). In addition, the Trust Agreement limits the rights of Unitholders to bring derivative actions.

All of the Funds are series of the Trust and as a result, a court could potentially conclude that the assets and liabilities of a Fund are not segregated from those of another Fund or another series of the Trust, thereby potentially exposing assets in a Fund to the liabilities of another Fund or another series.

Each Fund is a series of a Delaware statutory trust and not itself a separate legal entity. The Delaware Statutory Trust Act provides that if certain provisions are included in the formation and governing documents of a statutory trust organized in series and if separate and distinct records are maintained for any series and the assets associated with that series are held in separate and distinct records and are accounted for in such separate and distinct records separately from the other assets of the statutory trust, or any series thereof, then the debts, liabilities, obligations and expenses incurred by a particular series are enforceable against the assets of such series only, and not against the assets of the statutory trust generally or any other series thereof. Conversely, none of the debts, liabilities, obligations and expenses incurred with respect to any other series thereof shall be enforceable against the assets of such series. The Sponsor is not aware of any court case that has interpreted this Inter-Series Limitation on Liability or provided any guidance as to what is required for compliance. The Sponsor intends to maintain separate and distinct records for each Fund and account for each separately from the other Funds and any other Trust series, but it is possible a court could conclude that the methods used do not satisfy the Delaware Statutory Trust Act, which would potentially expose assets in one series to the liabilities of the other Funds and any other series of the Trust.

The Sponsor and the Trustee are not obligated to prosecute any action, suit or other proceeding in respect of any property of a Fund.

Neither the Sponsor nor the Trustee is obligated to, although each may in its respective discretion, prosecute any action, suit or other proceeding in respect of any property of a Fund. The Trust Agreement does not confer upon Unitholders the right to prosecute any such action, suit or other proceeding.

The Funds do not expect to make cash distributions.

The Sponsor intends to re-invest any income and realized gains of each Fund in additional Applicable Interests rather than distributing cash to Unitholders. Therefore, unlike mutual funds, commodity pools or other investment pools that generally distribute income and gains to their investors, the Funds generally will

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not distribute cash to Unitholders. You should not invest in a Fund if you will need cash distributions from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for any other reason. Although the Funds do not intend to make cash distributions, the income earned from each Fund’s respective investments held directly or posted as margin may reach levels that merit distribution, e.g., at levels where such income is not necessary to support its underlying investments in Applicable Interests and investors adversely react to being taxed on such income without receiving distributions that could be used to pay such tax. Cash distributions may be made in these and similar instances.

There is a risk that a Fund will not earn trading gains sufficient to compensate for the fees and expenses that it must pay and as such the Fund may not earn any profit.

Each Fund is obligated to pay the Sponsor a management fee based on its average daily net assets, over-the-counter spreads and various other expenses of its ongoing operations (e.g., fees of the Trustee). These fees and expenses must be paid in all events, regardless of whether a Fund’s activities are profitable. Accordingly, each Fund must realize trading gains sufficient to cover these fees and expenses before it can earn any profit.

If a Fund is not able to raise sufficient funds to make its future operations viable, the Fund may be forced to terminate and investors may lose all or part of their investment.

All of the expenses relating to USMI, USAI and USCUI incurred prior to the date of this prospectus have been or will be paid by the Sponsor. These payments by the Sponsor were designed to allow the Funds the ability to commence the public offering of its Units. If the Sponsor and USMI, USAI or USCUI, as applicable, are unable to raise sufficient funds so that the applicable Fund’s expenses are reasonable in relation to its NAV, such Fund may be forced to terminate and investors may lose all or part of their investment.

A Fund may incur higher fees and expenses upon renewing existing or entering into new contractual relationships.

The arrangements between SummerHaven, clearing brokers and counterparties on the one hand and each Fund on the other generally are terminable by SummerHaven, the clearing brokers or counterparty upon notice to the applicable Fund. Upon termination, the Sponsor may be required to renegotiate or make other arrangements for obtaining similar services if the applicable Fund intends to continue operations. The services of SummerHaven or any clearing broker or counterparty may not be available, or even if available, these services may not be available on the terms as favorable as those of the expired or terminated arrangements.

The NAV calculation of a Fund may be overstated or understated due to the valuation method employed when a settlement price is not available on the date of net asset value calculation.

A Fund’s NAV includes, in part, any unrealized profits or losses on open swap agreements, futures or forward contracts. Under normal circumstances, the NAV will reflect the settlement price of open Applicable Benchmark Component Futures Contracts on the date when the NAV is being calculated. However, if an Applicable Benchmark Component Futures Contract traded on an exchange could not be liquidated on such day (due to the operation of daily limits or other rules of the exchange or otherwise), the settlement price on the most recent day on which the Applicable Benchmark Component Futures Contract position could have been liquidated will be the basis for determining the market value of such position for such day. In these situations, there is a risk that the calculation of the NAV of a Fund on such day will not accurately reflect the realizable market value of the Applicable Benchmark Component Futures Contracts or of its over-the-counter swap contracts since the value of such contracts is tied to the value of the futures contracts.

An unanticipated number of redemption requests during a short period of time could have an adverse effect on the NAV of a Fund.

If a substantial number of orders of Redemption Baskets are received by a Fund during a relatively short period of time, the Fund may not be able to satisfy the orders from the Fund’s assets not committed to trading. As a consequence, it could be necessary to liquidate the Fund’s trading positions before the time that its trading strategies would otherwise call for liquidation.

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The financial markets have recently been in a period of disruption and recession and these conditions may not improve in the near future which could adversely affect a Fund’s financial condition and results of operations.

Throughout 2008, 2009 and 2010, the financial markets experienced very difficult conditions and volatility as well as significant adverse trends. The conditions in these markets resulted in a decrease in availability of corporate credit and liquidity and led indirectly to the insolvency, closure or acquisition of a number of major financial institutions and contributed to further consolidation within the financial services industry. A long recession like the one recently experienced or a depression could adversely affect the financial condition and results of operations of a Fund’s service providers and Authorized Purchasers, which would impact the ability of the Sponsor to achieve a Fund’s investment objective.

The liquidity of the Units may be affected by the withdrawal from participation of Authorized Purchasers, which could adversely affect the market price of the Units.

In the event that one or more Authorized Purchasers that have substantial interests in the Units withdraw from participation, the liquidity of the Units will likely decrease, which could adversely affect the market price of the Units and result in your incurring a loss on your investment.

You may be adversely affected by redemption orders that are subject to postponement, suspension or rejection under certain circumstances.

The Trust may, in its discretion, suspend the right to redeem Units of a Fund or postpone the redemption settlement date: (1) for any period during which a Futures Exchange is closed other than customary weekend or holiday closing, or trading is suspended or restricted; (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable; or (3) for such other period as the Sponsor determines to be necessary for the protection of Unitholders. In addition, the Trust will reject a redemption order if the order is not in proper form as described in the Authorized Purchaser Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeeming Unitholder. For example, the resulting delay may adversely affect the value of the Unitholder’s redemption proceeds if the NAV of a Fund declines during the period of delay. The Trust Agreement provides that the Sponsor and its designees will not be liable for any loss or damage that may result from any such suspension or postponement.

The failure or bankruptcy of a clearing broker could result in substantial losses for a Fund; the clearing broker could be subject to proceedings that impair its ability to execute a Fund’s trades.

Under CFTC regulations, a clearing broker with respect to a Fund’s exchange-traded Applicable Interests must maintain customers’ assets in a bulk segregated account. If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of a substantial loss of their funds in the event of that clearing broker’s bankruptcy. In that event, the clearing broker’s customers, such as each Fund, are entitled to recover, even in respect of property specifically traceable to them, only a proportional unit of all property available for distribution to all of that clearing broker’s customers. A Fund also may be subject to the risk of the failure of, or delay in performance by, any exchanges and markets and their clearing organizations, if any, on which Applicable Interests are traded.

From time to time, the clearing brokers may be subject to legal or regulatory proceedings in the ordinary course of their business. A clearing broker’s involvement in costly or time-consuming legal proceedings may divert financial resources or personnel away from the clearing broker’s trading operations, which could impair the clearing broker’s ability to successfully execute and clear a Fund’s trades.

The failure or insolvency of a Fund’s custodian could result in a substantial loss of the Fund’s assets.

As noted above, the vast majority of a Fund’s assets are held in short-term Treasury Securities, cash and/or cash equivalents with its custodian. The insolvency of the custodian could result in a complete loss of a Fund’s assets held by that custodian, which, at any given time, would likely comprise a substantial portion of the Fund’s total assets.

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Third parties may infringe upon or otherwise violate intellectual property rights or assert that the Sponsor has infringed or otherwise violated their intellectual property rights, which may result in significant costs and diverted attention.

Third parties may utilize a the Sponsor’s intellectual property or technology (which includes intellectual property or technology that the Sponsor licenses from SummerHaven), including the use of its patents, business methods, trademarks and trading program software, without permission. The Sponsor is in the process of registering its trademarks. The Funds do not currently have any proprietary software. However, if a Fund obtains proprietary software in the future, then any unauthorized use of such Fund’s proprietary software and other technology could also adversely affect its competitive advantage. A Fund may have difficulty monitoring unauthorized uses of its trademarks, proprietary software and other technology. Also, third parties may independently develop trademarks or proprietary software and other technology similar to that of the Sponsor or claim that the Sponsor has violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, the Sponsor may have to litigate in the future to protect its trade secrets, determine the validity and scope of other parties’ proprietary rights, defend itself against claims that it has infringed or otherwise violated other parties’ rights, or defend itself against claims that its rights are invalid. Any litigation of this type, even if the Sponsor is successful and regardless of the merits, may result in significant costs, divert its resources from the Funds, or require it to change its proprietary software and other technology or enter into royalty or licensing agreements.

The success of each Fund depends on the ability of SummerHaven to accurately implement the trading strategies of the Funds, and any failure to do so could subject a Fund to losses on such transactions.

The Sponsor’s trading strategy for each Fund, as developed by SummerHaven, is quantitative in nature and it is possible that the Sponsor or SummerHaven will make errors in its implementation. The execution of the quantitative strategy is subject to human error, such as incorrect inputs into the Sponsor’s or SummerHaven’s computer systems and incorrect information provided to each Fund’s clearing brokers. In addition, it is possible that a computer or software program may malfunction and cause an error in computation. Any failure, inaccuracy or delay in executing a Fund’s transactions could affect its ability to achieve its investment objective. It could also result in decisions to undertake transactions based on inaccurate or incomplete information. This could cause substantial losses on transactions.

A Fund may experience substantial losses on transactions if the computer or communications system fails.

Each Fund’s trading activities, including its risk management, depend on the integrity and performance of the computer and communications systems supporting them. Extraordinary transaction volume, hardware or software failure, power or telecommunications failure, a natural disaster or other catastrophe could cause the computer systems to operate at an unacceptably slow speed or even fail. Any significant degradation or failure of the systems that the Sponsor uses to gather and analyze information, enter orders, process data, monitor risk levels and otherwise engage in trading activities may result in substantial losses on transactions, liability to other parties, lost profit opportunities, damages to the Sponsor’s and a Fund’s reputations, increased operational expenses and diversion of technical resources.

If the computer and communications systems are not upgraded, the financial condition of the Funds could be harmed.

The development of complex computer and communications systems and new technologies may render the existing computer and communications systems supporting the Funds’ trading activities obsolete. In addition, these computer and communications systems must be compatible with those of third parties, such as the systems of exchanges, clearing brokers and the executing brokers. As a result, if these third parties upgrade their systems, the Sponsor will need to make corresponding upgrades to continue effectively its trading activities. Each Fund’s future success will depend on its ability to respond to changing technologies on a timely and cost-effective basis.

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Each Fund depends on the reliable performance of the computer and communications systems of third parties, such as brokers and futures exchanges, and may experience substantial losses on transactions if they fail.

Each Fund depends on the proper and timely function of complex computer and communications systems maintained and operated by the futures exchanges, brokers and other data providers that the Sponsor uses to conduct trading activities. Failure or inadequate performance of any of these systems could adversely affect the Sponsor’s ability to complete transactions, including its ability to close out positions, and result in lost profit opportunities and significant losses on commodity interest transactions. This could have a material adverse effect on revenues and materially reduce a Fund’s available capital. For example, unavailability of price quotations from third parties may make it difficult or impossible for the Sponsor to conduct trading activities so that a Fund will closely track its Applicable Index. Unavailability of records from brokerage firms may make it difficult or impossible for the Sponsor to accurately determine which transactions have been executed or the details, including price and time, of any transaction executed. This unavailability of information also may make it difficult or impossible for the Sponsor to reconcile its records of transactions with those of another party or to accomplish settlement of executed transactions.

Risk of Leverage and Volatility

If the Sponsor causes or permits a Fund to become leveraged, you could lose all or substantially all of your investment if the Fund’s trading positions suddenly turn unprofitable.

Commodity pools’ trading positions in futures contracts or other commodity interests are typically required to be secured by the deposit of margin funds that represent only a small percentage of a futures contract’s (or other commodity interest’s) entire market value. This feature permits commodity pools to “leverage” their assets by purchasing or selling futures contracts (or other commodity interests) with an aggregate face amount in excess of the commodity pool’s assets. While this leverage can increase a pool’s profits, relatively small adverse movements in the price of the pool’s commodity interests can cause significant losses to the pool. While the Sponsor does not intend to leverage the assets of any of the Funds, it is not prohibited from doing so under the Trust Agreement. If the Sponsor were to cause or permit a Fund to become leveraged, you could lose all or substantially all of your investment if such Fund’s trading positions suddenly turn unprofitable.

Lengthy and substantial peak-to-valley declines in the value of the Applicable Index may lead to even greater declines in the NAV of a Fund.

Because it is expected that each Fund’s performance will relate to the performance of the Applicable Index, a Fund will suffer a decline in value during a period that the Applicable Index suffers such a decline, and in turn, the value of your Units will decline. It is possible that redemptions of Redemption Baskets will exceed purchases of Creation Baskets during periods in which a Fund’s Units are declining in value. While redemptions will not directly cause the value of your Units to decline, redemptions will accentuate the reduction in a Fund’s NAV that is caused by losses from the Fund’s positions, potentially resulting in an increase in the Fund’s expenses as a percentage of NAV. Furthermore, redemptions may increase transaction costs by requiring the sale of Applicable Interests and Treasuries to meet redemption requests.

Each Fund’s exposure to the commodities markets may subject you to greater volatility than investments in traditional securities.

Each Fund’s exposure to the commodities markets may subject you to greater volatility than investments in traditional securities. The value of Applicable Interests may be affected by changes in the overall commodity markets or commodity indices, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

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Over-the-Counter Contract Risk

Over-the-counter transactions are subject to little, if any, regulation.

A portion of each Fund’s assets may be used to trade over-the-counter Applicable Interests, such as forward contracts or swap or spot contracts. Currently, OTC contracts are typically traded on a principal-to-principal basis through dealer markets that are dominated by major money center and investment banks and other institutions and that prior to the passage of the Dodd-Frank Act had been essentially unregulated by the CFTC. To date, the markets for OTC contracts have relied upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. The manner in which OTC contracts are regulated could expose the Funds in certain circumstances to significant losses in the event of trading abuses or financial failure by participants. See “ — Regulation of the commodity interests and energy markets is extensive and constantly changing; future regulatory developments are impossible to predict but may significantly and adversely affect the Funds” for a discussion of how the OTC market will be subject to much more extensive CFTC oversight and regulation after the implementation of the Dodd-Frank Act. While some aspects of the new legislation are already in effect, other provisions will not be effective until January 2011 (i.e., position limits) and most aspects may not take effect until July 2011 or later.

Each Fund will be subject to credit risk with respect to counterparties to OTC contracts entered into by a Fund.

A Fund faces the risk of non-performance by the counterparties to the OTC contracts. Unlike in futures contracts, the counterparty to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, there will be greater counterparty credit risk in these transactions. A counterparty may not be able to meet its obligations to a Fund, in which case the Fund could suffer significant losses on these contracts.

If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. During any such period, a Fund may have difficulty in determining the value of its contracts with the counterparty, which in turn could result in the overstatement or understatement of a Fund’s NAV. The Fund may eventually obtain only limited recovery or no recovery in such circumstances.

A Fund may be subject to liquidity risk with respect to its over-the-counter contracts.

OTC contracts may have terms that make them less marketable than futures contracts. OTC contracts are less marketable because they are not traded on an exchange, do not have uniform terms and conditions, and are entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, they are not transferable without the consent of the counterparty. These conditions make such contracts less liquid than standardized futures contracts traded on a commodities exchange and diminish the ability to realize the full value of such contracts.

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

Risk of Trading in International Markets

Trading in international markets would expose a Fund to credit and regulatory risk.

A significant portion of the Applicable Benchmark Component Futures Contracts purchased by each Fund will be on United States exchanges. However, a portion of the trades made by the Funds will take place on markets and exchanges outside the United States. Some non-U.S. markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts. The CFTC, NFA, and domestic exchanges

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have little, if any, regulatory authority over the activities of any foreign boards of trade or exchanges, including the execution, delivery and clearing of transactions, and have limited, if any, power to compel enforcement of the rules of a foreign board of trade or exchange or of any applicable non-U.S. laws. Similarly, the rights of market participants, such as the Funds, in the event of the insolvency or bankruptcy of a non-U.S. market or broker are also likely to be more limited than in the case of U.S. markets or brokers. As a result, in these markets, the Funds have less legal and regulatory protection than they do when they trades domestically.

In some of these non-U.S. markets, the performance on a futures contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation and therefore exposes the Funds to credit risk. Additionally, trading on non-U.S. exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. An adverse development with respect to any of these variables could reduce the profit or increase the loss earned on trades in the affected international markets.

International trading activities subject a Fund to foreign exchange risk.

The price of any non-U.S. Applicable Interest and, therefore, the potential profit and loss on such investment, may be affected by any variance in the foreign exchange rate between the time the order is placed and the time it is liquidated, offset or exercised. As a result, changes in the value of the local currency relative to the U.S. dollar may cause losses to a Fund even if the contract traded is profitable.

A Fund’s international trading could expose it to losses resulting from non-U.S. exchanges that are less developed or less reliable than United States exchanges.

Some non-U.S. exchanges also may be in a more developmental stage so that prior price histories may not be indicative of current price dynamics. In addition, a Fund may not have the same access to certain positions on foreign trading exchanges as do local traders, and the historical market data on which the Sponsor bases its strategies may not be as reliable or accessible as it is for U.S. exchanges.

Tax Risk

Please refer to “U.S. Federal Income Tax Considerations” for information regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of Units.

Your tax liability from holding Units may exceed the amount of distributions, if any, on your Units.

Cash or property will be distributed at the sole discretion of the Sponsor, and the Sponsor currently does not intend to make cash or other distributions with respect to Units. You will be required to pay U.S. federal income tax and, in some cases, state, local, or foreign income tax, on your allocable share of a Fund’s taxable income, without regard to whether you receive distributions or the amount of any distributions. Therefore, your tax liability with respect to your Units may exceed the amount of cash or value of property (if any) distributed.

Your allocable share of income or loss for tax purposes may differ from your economic income or loss on your Units.

Due to the application of the assumptions and conventions applied by each Fund in making allocations for tax purposes and other factors, your allocable share of a Fund’s income, gain, deduction or loss for tax purposes may be different than your economic profit or loss from your Units for a taxable year. This difference could be temporary or permanent and, if permanent, could result in your being taxed on amounts in excess of your economic income.

Items of income, gain, deduction, loss and credit with respect to Units could be reallocated if the Internal Revenue Service does not accept the assumptions and conventions applied by the Funds in allocating those items, with potential adverse consequences for you.

The U.S. tax rules pertaining to partnerships, which apply to the Funds, generally were not written for, and in some respects are difficult to apply to, entities whose interests are publicly traded. The Trust will apply certain assumptions and conventions in an attempt to comply with the applicable rules and to report taxable

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income, gains, deductions, losses and credits in a manner that generally corresponds to Unitholders’ respective interests in a Fund. These assumptions and conventions may not fully comply with all aspects of the Internal Revenue Code (the “Code”) and applicable Treasury Regulations, however, and they could be successfully challenged by the IRS. If so, the Trust could be required to reallocate items of income, gain, deduction, loss or credit for tax purposes in a manner that adversely affects you, in which case you may be required to file an amended tax return and to pay additional taxes plus deficiency interest.

A Fund could be treated as a corporation for federal income tax purposes, which may substantially reduce the value of your Units.

In order to avoid being taxable as corporation, at least 90 percent of a Fund’s annual gross income must consist of “qualifying income” as defined in the Code. Although the Sponsor anticipates that each Fund will satisfy the “qualifying income” requirement for all of its taxable years, that result cannot be assured. The Funds have not requested and will not request any ruling from the IRS with respect to its classification as a partnership not taxable as a corporation for federal income tax purposes. If the IRS were to successfully assert that a Fund is taxable as a corporation for federal income tax purposes in any taxable year, rather than passing through its income, gains, losses and deductions proportionately to Unitholders, the Fund would be subject to tax on its net income for the year at corporate tax rates. In addition, although the Sponsor does not currently intend to make distributions with respect to Units, any distributions would be taxable to Unitholders as dividend income. Taxation of a Fund as a corporation could materially reduce the after-tax return on an investment in Units and could substantially reduce the value of your Units.

PROSPECTIVE INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN UNITS; SUCH TAX CONSEQUENCES MAY DIFFER IN RESPECT OF DIFFERENT INVESTORS.

Risks Specific to Each Fund

United States Commodity Index Fund

The price relationship between the Commodity Index at any point in time and the Futures Contacts that will become the Benchmark Component Commodity Futures Contracts on the next Selection Date will vary and may impact both USCI’s total return and the degree to which its total return tracks that of commodity price indices.

The design of the Commodity Index is such that every month it is made up of different Eligible Commodity Futures Contracts, and USCI’s investments must be rebalanced on an ongoing basis to reflect the changing composition of the Commodity Index. In the event of a commodity futures market where near month contracts to expire trade at a higher price than next month contracts to expire, a situation referred to as “backwardation,” then absent the impact of the overall movement in commodity prices, the value of the Commodity Index would tend to rise as it approaches expiration. As a result USCI may benefit because it would be selling more expensive contracts and buying less expensive ones on an ongoing basis. Conversely, in the event of a commodity futures market where near month contracts trade at a lower price than next month contracts, a situation referred to as “contango,” then absent the impact of the overall movement in commodity prices, the value of the Commodity Index would tend to decline as it approaches expiration. As a result USCI’s total return may be lower than might otherwise be the case because it would be selling less expensive contracts and buying more expensive ones. The impact of backwardation and contango may cause the total return of USCI to vary significantly from the total return of other price references, such as the spot price of the commodities comprising the Commodity Index. In the event of a prolonged period of contango, and absent the impact of rising or falling commodity prices, this could have a significant negative impact on USCI’s NAV and total return.

USCI commenced operations on August 10, 2010 so there is limited performance history to serve as a basis for you to evaluate an investment in USCI.

USCI commenced operations on August 10, 2010. Therefore, you do not have the benefit of reviewing the past performance of USCI as a basis to evaluate an investment in USCI. The Sponsor’s current experience

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involves managing the Related Public Funds that seek to track a single benchmark futures contract. The Sponsor’s results with the Related Public Funds may not be directly applicable to USCI because USCI seeks to track the Commodity Index which is comprised of 14 of the 27 Eligible Commodity Futures Contracts and is rebalanced monthly.

Changes in the composition and valuation of the Commodity Index may adversely affect the value of USCI’s Units.

The composition of the Commodity Index may change over time as additional commodities satisfy the eligibility criteria or commodities currently included in the Commodity Index fail to satisfy those criteria. In addition, SummerHaven Indexing may modify the method for determining the composition and weighting of the Commodity Index and for calculating its value in order to ensure that the Commodity Index represents a measure of the performance over time of the markets for the underlying commodities. Such changes could adversely affect the value of USCI’s Units. For more information about the methodology for determining the compositions and weighting of the Commodity Index, see the section of this prospectus entitled “What is the Commodity Index?”

The Commodity Index is currently composed exclusively of commodity futures contracts traded on regulated futures exchanges. The Commodity Index may in the future include contracts traded in the OTC market or on trading facilities that are subject to lesser degrees of regulation or, in some cases, no substantive regulation. If this were to occur, increased investment by USCI in the OTC market or on alternative trading facilities may become necessary in order for USCI to track the Commodity Index. Many electronic trading facilities have only recently initiated trading and do not have significant trading histories. As a result, the trading of contracts on such facilities and the inclusion of such contracts in the Commodity Index may be subject to risks not presented by most exchange-traded futures contracts, including risks related to the liquidity and price histories of relevant contracts.

Fewer representative commodities may result in greater volatility of the Commodity Index.

The Commodity Index is concentrated in terms of the number of commodities represented. You should be aware that other commodities indices are more diversified in terms of both the number and variety of commodities included. Concentration in fewer commodities may result in a greater degree of volatility in the Commodity Index and the NAV of USCI which tracks the Commodity Index under specific market conditions and over time.

The Commodity Index reflects commodities in the energy, precious metals, industrial metals, grains, softs and livestock sectors. A change in price of any of the commodities in these sectors will have a significant effect on the level of the Commodity Index and the value of USCI’s Units, which could have a material adverse effect on your investment.

As of October 31, 2010, the Commodity Index reflects commodities in six commodity sectors: energy (representing approximately 7.14% of the Commodity Index), precious metals (representing approximately 21.43% of the Commodity Index), industrial metals (representing approximately 21.43% of the Commodity Index), grains (representing approximately 14.29% of the Commodity Index), softs (representing approximately 21.43% of the Commodity Index), and livestock (representing approximately 14.29% of the Commodity Index). In addition to the factors affecting commodities generally that are described above, commodities in each sector are subject to specific risks in light of the nature of the sector.

Some specific risks of each sector are described below:

Energy commodities

The prices of energy commodities (e.g., crude oil, natural gas, heating oil, etc.), in particular, WTI crude oil, Brent crude oil and natural gas, are subject to national and global political events such as: governmental regulation and intervention in energy markets; imposition of price controls; increases or restriction of production levels by significant oil producing countries and coordination of production levels by those countries; and disruptions in oil producing areas. The prices of energy commodities have had significant price swings in recent years. Disruptions in energy producing areas, including as a result of war, armed conflict,

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terrorism, embargoes, social unrest and political instability, can cause significant volatility in the Commodity Index. Energy commodity production frequently occurs in politically unstable regions of the world, including Africa, the Middle East, Asia and South America.

Additionally, because a significant amount of oil is produced by a limited number of countries, many of who are members of the Organization of Petroleum Exporting Countries, or OPEC, actions of OPEC can influence the price of the energy sector and consequently the value of USCI Units. In the past, OPEC has decided to limit production, which has created upward price pressure. Subsequent decisions by OPEC to increase production could lead to oversupply and subsequent drops in energy prices. Prices for the commodities in the energy sector have also been significantly affected in recent years by weather and natural disasters, such as hurricanes, affecting production, refining and transportation facilities. For example, the U.S. General Accounting Office estimates that following Hurricanes Katrina and Rita in Fall 2005, natural gas prices spiked to prices nearly seven times the prices common during the late 1990s.

Other factors also influence supply and demand of the commodities in the energy sector. Changes in levels of global industrial activity influence demand for the commodities in the energy sector. Market expectations about events that may influence supply and demand also have an impact on the price of commodities, including expectations about the ability to develop oil and natural gas reserves. Seasonal changes in demand (such as the U.S. summer “driving season” and the winter “heating season”) also influence pricing of energy commodities.

Precious metal commodities

See “Precious metal commodities” under the risks specific to the United States Metals Fund.

Industrial metal commodities

See “Industrial metal commodities” under the risks specific to the United States Metals Fund.

Grains and Softs product commodities

See “Grains and Softs product commodities” under the risks specific to the United States Agriculture Fund.

Livestock commodities

See “Livestock commodities” under the risks specific to the United States Agriculture Fund.

United States Metals Index Fund

The price relationship between the Metals Index at any point in time and the Benchmark Component Metals Futures Contracts will vary and may impact both USMI’s total return and the degree to which its total return tracks that of commodity price indices.

The design of the Metals Index is such that every month it is made up of different Benchmark Component Metals Futures Contracts, and USMI’s investments must be rebalanced on an ongoing basis to reflect the changing composition of the Metals Index. In the event of a commodity futures market where near month contracts to expire trade at a higher price than next month contracts to expire, a situation referred to as “backwardation,” then absent the impact of the overall movement in commodity prices, the value of the Metals Index would tend to rise as it approaches expiration. As a result USMI may benefit because it would be selling more expensive contracts and buying less expensive ones on an ongoing basis. Conversely, in the event of a commodity futures market where near month contracts trade at a lower price than next month contracts, a situation referred to as “contango,” then absent the impact of the overall movement in commodity prices, the value of the Metals Index would tend to decline as it approaches expiration. As a result USMI’s total return may be lower than might otherwise be the case because it would be selling less expensive contracts and buying more expensive ones. The impact of backwardation and contango may cause the total return of USMI to vary significantly from the total return of other price references, such as the spot price of the commodities comprising the Metals Index. In the event of a prolonged period of contango, and absent the impact of rising or falling commodity prices, this could have a significant negative impact on USMI’s NAV and total return.

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USMI has no operating history so there is no performance history to serve as a basis for you to evaluate an investment in USMI.

USMI is new and has no operating history. Therefore, you do not have the benefit of reviewing the past performance of USMI as a basis to evaluate an investment in USMI. The Sponsor’s current experience involves managing USCI and the Related Public Funds that seek to track a single commodity benchmark futures contract. The Sponsor’s results with the Related Public Funds may not be directly applicable to USMI because USMI seeks to track the Metals Index which is comprised of 10 Benchmark Component Metals Futures Contracts and is rebalanced monthly.

Changes in the valuation of the Metals Index may adversely affect the value of USMI’s Units.

SummerHaven Indexing may modify the method for determining the weighting of the Metals Index and for calculating its value in order to ensure that the Metals Index represents a measure of the performance over time of the markets for the underlying metals. Such changes could adversely affect the value of USMI’s Units. For more information about the methodology for determining the compositions and weighting of the Metals Index, see the section of this prospectus entitled “What is the Metals Index?”

The Metals Index is currently composed exclusively of metals futures contracts traded on regulated futures exchanges. The Metals Index may in the future include contracts traded in the OTC market or on trading facilities that are subject to lesser degrees of regulation or, in some cases, no substantive regulation. If this were to occur, increased investment by USMI in the OTC market or on alternative trading facilities may become necessary in order for USMI to track the Metals Index. Many electronic trading facilities have only recently initiated trading and do not have significant trading histories. As a result, the trading of contracts on such facilities and the inclusion of such contracts in the Metals Index may be subject to risks not presented by most exchange-traded futures contracts, including risks related to the liquidity and price histories of relevant contracts.

Fewer representative commodities may result in greater volatility of the Metals Index.

The Metals Index is concentrated in terms of the number of commodities represented. You should be aware that other commodities indices are more diversified in terms of both the number and variety of commodities included. Concentration in fewer commodities may result in a greater degree of volatility in the Metals Index and the NAV of USMI which tracks the Metals Index under specific market conditions and over time.

The Metals Index reflects commodities in the precious metals and industrial metals sectors. A change in price of any of the commodities in these sectors will have a significant effect on the level of the Metals Index and the value of USMI’s Units, which could have a material adverse effect on your investment.

As of October 31, 2010, the Metals Index reflects commodities in two commodity sectors: precious metals (representing approximately 26% of the Metals Index) and industrial metals (representing approximately 74% of the Metals Index). In addition to the factors affecting commodities generally that are described above, commodities in each sector are subject to specific risks in light of the nature of the sector.

Some specific risks of each sector are described below:

Precious metal commodities

The prices of precious metals (e.g., gold, silver, platinum) may be influenced by macroeconomic conditions, including confidence in the global monetary system and the relative strength of various currencies, as well as demand in the industrial and jewelry sectors. Political events also influence the price of precious metals. Prices are influenced by supplies of precious metals, which may be affected by sales by central banks and government agencies that hold large amounts of these metals, particularly gold. Significant changes in the value of the precious metals sector may lead to volatility in the value of USMI Units and/or significant losses to Unitholders.

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Industrial metal commodities

The prices of the commodities comprising the industrial metals portion of the Metals Index (e.g., zinc, nickel, aluminum, copper, etc.) are subject to a number of factors that can cause price fluctuations, including: changes in the level of industrial activity using these metals (including the availability of man-made substitutes); disruptions in the mining, storage, or refining of these metals; adjustments to inventory; variations in production costs, including storage, labor and energy costs; regulatory compliance costs, including environmental regulations; and changes in government and consumer demand.

These factors can lead to price volatility for industrial metals commodities that, in turn, may lead to corresponding volatility in the value of USMI Units. For example, with respect to aluminum, the level of activity in the automotive, packaging and construction industries has significantly influenced demand because of the use of aluminum in these industries. Disruptions in the supply chain, which result in upward price pressure, also have an impact on the industrial metals sector and may have a corresponding impact on the value of the Units. For example, the industrial metals included in this sector are often mined in locations that are subject to disruption as a result of political instability, armed conflict, terrorism and labor unrest, among other factors. Production costs, particularly the cost of energy used in production, and costs associated with regulatory compliance, including environmental regulation costs, can also inflate the price of the underlying commodities in the industrial metals sector. These increases may not be sustainable. Any one or all of these sector-specific factors may result in volatility in the industrial metals sector, which could lead to corresponding volatility in the value of the Units and/or significant losses to Unitholders.

United States Agriculture Index Fund

The price relationship between the Metals Index at any point in time and the Benchmark Component Agriculture Futures Contracts will vary and may impact both USAI’s total return and the degree to which its total return tracks that of commodity price indices.

The design of the Agriculture Index is such that every month it is made up of different Benchmark Component Agriculture Futures Contracts, and USAI’s investments must be rebalanced on an ongoing basis to reflect the changing composition of the Agriculture Index. In the event of a commodity futures market where near month contracts to expire trade at a higher price than next month contracts to expire, a situation referred to as “backwardation,” then absent the impact of the overall movement in commodity prices, the value of the Agriculture Index would tend to rise as it approaches expiration. As a result USAI may benefit because it would be selling more expensive contracts and buying less expensive ones on an ongoing basis. Conversely, in the event of a commodity futures market where near month contracts trade at a lower price than next month contracts, a situation referred to as “contango,” then absent the impact of the overall movement in commodity prices, the value of the Agriculture Index would tend to decline as it approaches expiration. As a result USAI’s total return may be lower than might otherwise be the case because it would be selling less expensive contracts and buying more expensive ones. The impact of backwardation and contango may cause the total return of USAI to vary significantly from the total return of other price references, such as the spot price of the commodities comprising the Agriculture Index. In the event of a prolonged period of contango, and absent the impact of rising or falling commodity prices, this could have a significant negative impact on USAI’s NAV and total return.

USAI has no operating history so there is no performance history to serve as a basis for you to evaluate an investment in USAI.

USAI is new and has no operating history. Therefore, you do not have the benefit of reviewing the past performance of USAI as a basis to evaluate an investment in USAI. The Sponsor’s current experience involves managing USCI and the Related Public Funds that seek to track a single commodity benchmark futures contract. The Sponsor’s results with the Related Public Funds may not be directly applicable to USAI because USAI seeks to track the Agriculture Index which is comprised of 14 Benchmark Component Agriculture Futures Contracts and is rebalanced monthly.

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Changes in the valuation of the Agriculture Index may adversely affect the value of USAI’s Units.

SummerHaven Indexing may modify the method for determining the weighting of the Agriculture Index and for calculating its value in order to ensure that the Agriculture Index represents a measure of the performance over time of the markets for the underlying agricultural commodities. Such changes could adversely affect the value of USAI’s Units. For more information about the methodology for determining the compositions and weighting of the Agriculture Index, see the section of this prospectus entitled “What is the Agriculture Index?”

The Agriculture Index is currently composed exclusively of agriculture futures contracts traded on regulated futures exchanges. The Agriculture Index may in the future include contracts traded in the OTC market or on trading facilities that are subject to lesser degrees of regulation or, in some cases, no substantive regulation. If this were to occur, increased investment by USAI in the OTC market or on alternative trading facilities may become necessary in order for USAI to track the Agriculture Index. Many electronic trading facilities have only recently initiated trading and do not have significant trading histories. As a result, the trading of contracts on such facilities and the inclusion of such contracts in the Agriculture Index may be subject to risks not presented by most exchange-traded futures contracts, including risks related to the liquidity and price histories of relevant contracts.

Fewer representative commodities may result in greater volatility of the Agriculture Index.

The Agriculture Index is concentrated in terms of the number of commodities represented. You should be aware that other commodities indices are more diversified in terms of both the number and variety of commodities included. Concentration in fewer commodities may result in a greater degree of volatility in the Agriculture Index and the NAV of USAI which tracks the Agriculture Index under specific market conditions and over time.

The Agriculture Index reflects commodities in the grains, softs and livestock sectors. A change in price of any of the commodities in these sectors will have a significant effect on the level of the Agriculture Index and the value of USAI’s Units, which could have a material adverse effect on your investment.

As of October 31, 2010, the Agriculture Index reflects commodities in three commodity sectors: grains (representing approximately 47% of the Agriculture Index), softs (representing approximately 36% of the Agriculture Index), and livestock (representing approximately 17% of the Agriculture Index). In addition to the factors affecting commodities generally that are described above, commodities in each sector are subject to specific risks in light of the nature of the sector.

Some specific risks of each sector are described below:

Grains and Softs product commodities

The commodities comprising the grains (e.g., wheat, corn, soybeans, etc.) and softs (e.g., sugar, cotton, coffee, cocoa) products sectors of the Agriculture Index are subject to a number of factors that can cause price fluctuations, including: weather conditions, such as floods, drought and freezing conditions; changes in government policies (including subsidies) and trade agreements; planting decisions; and changes in demand for grains and softs.

These factors can lead to price volatility for grains and softs commodities that, in turn, may lead to corresponding volatility in the value of USAI Units. Weather conditions can lead to tightened supply and price increases, which may not be sustainable. Government policies and trade agreements can influence both supply and demand. Grains and softs products are also subject to the planting decisions of farmers, which can be influenced both by government policies as well as changing demands for their products.

Livestock commodities

The commodities comprising the livestock sector of the Agriculture Index (e.g., live cattle, lean hogs, feeder cattle) are subject to a number of factors that can cause price fluctuations, including: weather conditions, such as floods, drought and freezing conditions; disease and famine; changes in government policies (including subsidies); and changes in demand for livestock. These factors can lead to price volatility for livestock commodities that, in turn, may lead to corresponding volatility in the value of USAI Units.

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United States Copper Index Fund

The price relationship between the Copper Index at any point in time and the Eligible Copper Futures Contacts that will become the Benchmark Component Copper Futures Contracts on the next rebalancing date will vary and may impact both USCUI’s total return and the degree to which its total return tracks that of commodity price indices.

The design of the Copper Index is such that every month it is made up of different Benchmark Component Copper Futures Contracts, and USCUI’s investments must be rebalanced on an ongoing basis to reflect the changing composition of the Copper Index. In the event of a commodity futures market where near month contracts to expire trade at a higher price than next month contracts to expire, a situation referred to as “backwardation,” then absent the impact of the overall movement in commodity prices, the value of the Copper Index would tend to rise as it approaches expiration. As a result USCUI may benefit because it would be selling more expensive contracts and buying less expensive ones on an ongoing basis. Conversely, in the event of a commodity futures market where near month contracts trade at a lower price than next month contracts, a situation referred to as “contango,” then absent the impact of the overall movement in commodity prices, the value of the Copper Index would tend to decline as it approaches expiration. As a result USCUI’s total return may be lower than might otherwise be the case because it would be selling less expensive contracts and buying more expensive ones. The impact of backwardation and contango may cause the total return of USCUI to vary significantly from the total return of other price references, such as the spot price of the commodities comprising the Copper Index. In the event of a prolonged period of contango, and absent the impact of rising or falling commodity prices, this could have a significant negative impact on USCUI’s NAV and total return.

USCUI has no operating history so there is no performance history to serve as a basis for you to evaluate an investment in USCUI.

USCUI is new and has no operating history. Therefore, you do not have the benefit of reviewing the past performance of USCUI as a basis to evaluate an investment in USCUI. The Sponsor’s current experience involves managing USCI and the Related Public Funds that seek to track a single commodity benchmark futures contract. The Sponsor’s results with the Related Public Funds may not be directly applicable to USCUI because USCUI seeks to track the Copper Index which is comprised of two or three of the Eligible Copper Futures Contracts and is rebalanced monthly.

Changes in the valuation of the Copper Index may adversely affect the value of USCUI’s Units.

SummerHaven Indexing may modify the method for determining the weighting of the Copper Index and for calculating its value in order to ensure that the Copper Index represents a measure of the performance over time of the market for the investment returns of a portfolio of copper futures contracts. Such changes could adversely affect the value of USCUI’s Units. For more information about the methodology for determining the compositions and weighting of the Copper Index, see the section of this prospectus entitled “What is the Copper Index?”

The Copper Index is currently composed exclusively of copper futures contracts traded on regulated futures exchanges. The Copper Index may in the future include contracts traded in the OTC market or on trading facilities that are subject to lesser degrees of regulation or, in some cases, no substantive regulation. If this were to occur, increased investment by USCUI in the OTC market or on alternative trading facilities may become necessary in order for USCUI to track the Copper Index. Many electronic trading facilities have only recently initiated trading and do not have significant trading histories. As a result, the trading of contracts on such facilities and the inclusion of such contracts in the Copper Index may be subject to risks not presented by most exchange-traded futures contracts, including risks related to the liquidity and price histories of relevant contracts.

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Only one commodity may result in greater volatility of the Copper Index.

The Copper Index is concentrated in terms of the representing just one commodity. You should be aware that other commodities indices are more diversified in terms of both the number and variety of commodities included. Concentration in fewer commodities or a single commodity may result in a greater degree of volatility in the Copper Index and the NAV of USCUI which tracks the Copper Index under specific market conditions and over time.

The Copper Index reflects an investment in a collateralized copper futures portfolio. A change in price of copper will have a significant effect on the level of the Copper Index and the value of USCUI’s Units, which could have a material adverse effect on your investment.

The Copper Index reflects a commodity in the industrial metal commodity sector. In addition to the factors affecting commodities generally that are described above, copper is subject to specific risks in light of the nature of the commodity.

Some of these specific risks are described below:

Copper

The price of copper is subject to a number of factors that can cause price fluctuations, including: changes in the level of industrial activity using copper (including the availability of man-made substitutes); disruptions in the mining, storage, or refining of copper; adjustments to inventory; variations in production costs, including storage, labor and energy costs; regulatory compliance costs, including environmental regulations; and changes in government and consumer demand.

These factors can lead to price volatility for copper that, in turn, may lead to corresponding volatility in the value of USCUI Units. Disruptions in the supply chain, which result in upward price pressure, also have an impact on copper and may have a corresponding impact on the value of the Units. For example, copper is often mined in locations that are subject to disruption as a result of political instability, armed conflict, terrorism and labor unrest, among other factors. Production costs, particularly the cost of energy used in production, and costs associated with regulatory compliance, including environmental regulation costs, can also inflate the price of copper. These increases may not be sustainable. Any one or all of these sector-specific factors may result in volatility in copper, which could lead to corresponding volatility in the value of the Units and/or significant losses to Unitholders.

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THE OFFERING

What is USCI?

USCI is a series of the Trust, a statutory trust organized under the laws of the State of Delaware on December 21, 2009. USCI maintains its main business office at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. USCI is a commodity pool. It operates pursuant to the terms of the Trust Agreement, which grants full management control to the Sponsor. In addition, in connection with the commencement of the offering of USCI, the Sponsor received 20 Sponsor’s Units in exchange for its initial capital contribution of $1,000.

USCI will be publicly traded, and seeks to have the daily changes in percentage terms of its Units’ NAV reflect the daily changes in percentage terms of the Commodity Index, less USCI’s expenses. USCI will invest in a mixture of listed Benchmark Component Commodity Futures Contracts, Other Commodity-Related Investments, short-term Treasury Securities, cash and cash equivalents.

What is USMI?

USMI is a series of the Trust. USMI maintains its main business office at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. USMI is a commodity pool. It operates pursuant to the terms of the Trust Agreement, which grants full management control to the Sponsor. In addition, in connection with the commencement of the offering of USMI, in exchange for its initial capital contribution to the Fund, the Sponsor will receive 40 Sponsor’s Units.

USMI will be publicly traded, and seeks to have the daily changes in percentage terms of its Units’ NAV reflect the daily changes in percentage terms of the Metals Index, less USMI’s expenses. USMI will invest in a mixture of listed Benchmark Component Metals Futures Contracts, Other Metals-Related Investments, short-term Treasury Securities, cash and cash equivalents.

What is USAI?

USAI is a series of the Trust. USAI maintains its main business office at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. USAI is a commodity pool. It operates pursuant to the terms of the Trust Agreement, which grants full management control to the Sponsor. In addition, in connection with the commencement of the offering of USAI, in exchange for its initial capital contribution to the Fund, the Sponsor will receive 40 Sponsor’s Units.

USAI will be publicly traded, and seeks to have the daily changes in percentage terms of its Units’ NAV reflect the daily changes in percentage terms of the Agriculture Index, less USAI’s expenses. USAI will invest in a mixture of listed Benchmark Component Agriculture Futures Contracts, Other Agriculture-Related Investments, short-term Treasury Securities, cash and cash equivalents.

What is USCUI?

USCUI is a series of the Trust. USCUI maintains its main business office at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. USCUI is a commodity pool. It operates pursuant to the terms of the Trust Agreement, which grants full management control to the Sponsor. In addition, in connection with the commencement of the offering of USCUI, in exchange for its initial capital contribution to the Fund, the Sponsor will receive 40 Sponsor’s Units.

USCUI will be publicly traded, and seeks to have the daily changes in percentage terms of its Units’ NAV reflect the daily changes in percentage terms of the Copper Index, less USCUI’s expenses. USCUI will invest in a mixture of listed Benchmark Component Copper Futures Contracts, Other Copper-Related Investments, short-term Treasury Securities, cash and cash equivalents.

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USMI, USAI and USCUI HAVE NOT COMMENCED TRADING AND
DO NOT HAVE ANY PERFORMANCE HISTORY.

Who is the Sponsor?

The Sponsor is United States Commodity Funds LLC (formerly known as Victoria Bay Asset Management, LLC), a single member limited liability company that was formed in the state of Delaware on May 10, 2005. It maintains its main business office at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. The Sponsor is a wholly-owned subsidiary of Wainwright Holdings, Inc., a Delaware corporation (“Wainwright”). Mr. Nicholas Gerber (discussed below) controls Wainwright by virtue of his ownership of Wainwright’s shares. Wainwright is a holding company that previously owned an insurance company organized under Bermuda law, which has been liquidated, and a registered investment advisor firm named Ameristock Corporation, which has been distributed to the Wainwright shareholders. The Sponsor is a member of the NFA and is registered with the CFTC as of December 1, 2005. The Sponsor’s registration as a CPO with the NFA was approved on December 1, 2005. The Sponsor is also the general partner of the Related Public Funds.

USCI is a series of the Trust which seeks to have the daily changes in percentage terms of its Units’ NAV reflect the daily changes in percentage terms of the Commodity Index, less USCI’s expenses. USCI invests in a mixture of Benchmark Component Commodity Futures Contracts, other non-listed commodity interests, Treasuries, cash and cash equivalents. USCI’s units began trading on August 10, 2010. As of September 30, 2010, USCI had total net assets of $21,671,670 and had outstanding Units of 400,020.

USOF is a publicly traded limited partnership which seeks to have the changes in percentage terms of its units’ NAV track the changes in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the changes in the price of the futures contract on light, sweet crude oil traded on the NYMEX, less USOF’s expenses. USOF invests in a mixture of listed crude oil futures contracts, other non-listed oil related investments, Treasuries, cash and cash equivalents. USOF’s units began trading on April 10, 2006. As of September 30, 2010, USOF had total net assets of $1,981,265,197 and had outstanding units of 56.8 million.

USNG is a publicly traded limited partnership which seeks to have the changes in percentage terms of its units’ NAV track the changes in percentage terms of the spot price of natural gas delivered at the Henry Hub, Louisiana, as measured by the changes in the price of the futures contract on natural gas traded on the NYMEX, less USNG’s expenses. USNG invests in a mixture of listed natural gas futures contracts, other non-listed natural gas related investments, Treasuries, cash and cash equivalents. USNG’s units began trading on April 18, 2007. As of September 30, 2010, USNG had total net assets of $2,477,775,659 and had outstanding units of 400.9 million.

US12OF is a publicly traded limited partnership which seeks to have the changes in percentage terms of its units’ NAV track the changes in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the changes in the average of the prices of 12 futures contracts on light, sweet crude oil traded on the NYMEX, less US12OF’s expenses. US12OF invests in a mixture of listed crude oil futures contracts, other non-listed oil related investments, Treasuries, cash and cash equivalents. US12OF’s units began trading on December 6, 2007. As of September 30, 2010, US12OF had total net assets of $150,486,987 and had outstanding units of 3.9 million.

UGA is a publicly traded limited partnership which seeks to have the changes in percentage terms of its units’ NAV track the changes in percentage terms of the spot price of unleaded gasoline delivered to the New York harbor, as measured by the changes in the price of the futures contract on gasoline traded on the NYMEX, less UGA’s expenses. UGA invests in a mixture of listed gasoline futures contracts, other non-listed gasoline related investments, Treasuries, cash and cash equivalents. UGA’s units began trading on February 26, 2008. As of September 30, 2010, UGA had total net assets of $64,931,598 and had outstanding units of 1.9 million.

USHO is a publicly traded limited partnership which seeks to have the changes in percentage terms of its units’ NAV track the changes in percentage terms of the spot price of heating oil for delivery to the New York harbor, as measured by the changes in the price of the futures contract on heating oil traded on the NYMEX, less USHO’s expenses. USHO invests in a mixture of listed heating oil futures contracts, other non-listed

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heating oil related investments, Treasuries, cash and cash equivalents. USHO’s units began trading on April 8, 2008. As of September 30, 2010, USHO had total net assets of $8,169,641 and had outstanding units of 300,000.

USSO is a publicly traded limited partnership which seeks to have the changes in percentage terms of its units’ NAV inversely reflect the changes in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the changes in the price of the futures contract on light, sweet crude oil as traded on the NYMEX, less USSO’s expenses. USSO invests in a mixture of listed crude oil futures contracts, other non-listed crude oil related investments, Treasuries, cash and cash equivalents. USSO’s units began trading on September 18, 2009. As of September 30, 2010, USSO had total net assets of $18,390,632 and had outstanding units of 400,000.

US12NG is a publicly traded limited partnership which seeks to have the changes in percentage terms of its units’ NAV reflect the changes in percentage terms of the spot price of natural gas delivered at the Henry Hub, Louisiana, as measured by the changes in the average of the prices of 12 futures contracts on natural gas traded on the NYMEX, less US12NG’s expenses. US12NG invests in a mixture of listed natural gas futures contracts, other non-listed natural gas futures contracts, other non-listed natural gas-related investments, Treasuries, cash and cash equivalents. US12NG’s units began trading on November 18, 2009. As of September 30, 2010, US12NG had total net assets of $41,194,817 and had outstanding units of 1.2 million.

USBO is a publicly traded limited partnership which seeks to have the daily changes in percentage terms of its units’ net asset value reflect the daily changes in percentage terms of the spot price of Brent crude oil as measured by the changes in the price of the futures contract on Brent crude oil as traded on the ICE Futures Exchange that is the near month contract to expire, less USBO’s expenses. USBO invests in a mixture of listed crude oil futures contracts, other non-listed crude oil futures contracts, other non-listed crude oil-related investments, Treasuries, cash and cash equivalents. USBO’s units began trading on June 2, 2010. As of September 30, 2010, USBO had total net assets of $11,058,674 and had outstanding units of 200,000.

See “Prior Performance of the Sponsor and Affiliates” on page 47.

The Sponsor is required to evaluate the credit risk of each Fund to the futures commission merchant, oversee the purchase and sale of each Fund’s Units by certain Authorized Purchasers, review daily positions and margin requirements of each Fund, and manage each Fund’s investments. The Sponsor also pays the fees of the Marketing Agent, the Administrator, the Custodian, SummerHaven and, in connection with the initial public offering of the Units, registration fees paid to the SEC, FINRA, or any other regulatory agency, including the legal, printing, accounting and other expenses associated therewith.

The business and affairs of the Sponsor are managed by a board of directors, which is comprised of four management directors some of whom are also its executive officers (the “Management Directors”) and three independent directors who meet the independent director requirements established by the NYSE Arca Equities Rules and the Sarbanes-Oxley Act of 2002. While these independent director requirements apply to the Related Public Funds, all of which are limited partnerships and for which the Sponsor acts as the general partner, they do not apply to the Funds. In addition, the Management Directors have the authority to manage the Sponsor pursuant to its Limited Liability Company Agreement.

Mr. Nicholas Gerber and Mr. Howard Mah also serve as executive officers of the Sponsor. USCI has no executive officers. Its affairs are generally managed by the Sponsor. The following individuals serve as Management Directors of the Sponsor.

Nicholas Gerber has been the President and Chief Executive Officer of the Sponsor since June 9, 2005 and a Management Director of the Sponsor since May 10, 2005. He maintains his main business office at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. Mr. Gerber has acted as a portfolio manager for the Related Public Funds since April 2006 and is also involved in the management of the Funds. He has been listed with the CFTC as a Principal of the Sponsor since November 29, 2005, as a branch office manager of the Sponsor since May 15, 2009, and registered with the CFTC as an Associated Person of the Sponsor on December 1, 2005. Mr. Gerber has also served as Vice President/Chief Investment Officer of Lyon’s Gate Reinsurance Company, Ltd., a company formed to reinsure workmen’s compensation insurance, since June of 2003. Mr. Gerber has an extensive background in securities portfolio management and in

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developing investment funds that make use of indexing and futures contracts. He is also the founder of Ameristock Corporation, a California-based investment adviser registered under the Investment Advisers Act of 1940, that has been sponsoring and providing portfolio management services to mutual funds since March 1995. Since August 1995, Mr. Gerber has been the portfolio manager of the Ameristock Mutual Fund, Inc., a mutual fund registered under the Investment Company Act of 1940, focused on large cap U.S. equities that as of September 30, 2010, had $194,458,441 in assets. He has also been a Trustee for the Ameristock ETF Trust since June 2006, and served as a portfolio manager for the Ameristock/Ryan 1 Year, 2 Year, 5 Year, 10 Year and 20 Year Treasury ETF from June 2007 to June 2008 when such funds were liquidated. In these roles, Mr. Gerber has gained extensive experience in evaluating and retaining third-party service providers, including custodians, accountants, transfer agents, and distributors. Mr. Gerber has passed the Series 3 examination for associated persons. He holds an MBA in finance from the University of San Francisco and a BA from Skidmore College. Mr. Gerber is 48 years old.

Howard Mah has been a Management Director of the Sponsor since May 10, 2005, Secretary of the Sponsor since June 9, 2005, and Chief Financial Officer of the Sponsor since May 23, 2006. He has been listed with the CFTC as a Principal of the Sponsor since November 29, 2005. Mr. Mah is currently involved in the management of the Related Public Funds and the Funds. Mr. Mah also serves as the Sponsor’s Chief Compliance Officer. He received a Bachelor of Education from the University of Alberta, in 1986 and an MBA from the University of San Francisco in 1988. He has been Secretary and Chief Compliance Officer of the Ameristock ETF Trust since February 2007, Chief Compliance Officer of Ameristock Corporation since January 2001; a tax & finance consultant in private practice since January 1995, Secretary of Ameristock Mutual Fund since June 1995 and Ameristock Focused Value Fund from December 2000 to January 2005; Chief Compliance Officer of Ameristock Mutual Fund since August 2004 and the Co-Portfolio Manager of the Ameristock Focused Value Fund from December 2000 to January 2005. Mr. Mah is 46 years old.

Andrew F. Ngim has been a Management Director of the Sponsor since May 10, 2005 and Treasurer of the Sponsor since June 9, 2005. He has been listed with the CFTC as a Principal of the Sponsor since November 29, 2005. As Treasurer of the Sponsor, Mr. Ngim is currently involved in the management of the Related Public Funds and the Funds. He received a Bachelor of Arts from the University of California at Berkeley in 1983. Mr. Ngim has been Ameristock Corporation’s Managing Director since January 1999 and co-portfolio manager of Ameristock Corporation since January 2000, Trustee of the Ameristock ETF Trust since February 2007, and served as a portfolio manager for the Ameristock/Ryan 1 Year, 2 Year, 5 Year, 10 Year and 20 Year Treasury ETF from June 2007 to June 2008 when such funds were liquidated. Mr. Ngim is 50 years old.

Robert L. Nguyen has been a Management Director of the Sponsor since May 10, 2005. He has been listed with the CFTC as a Principal of the Sponsor since November 29, 2005 and registered with the CFTC as an Associated Person on November 9, 2007. As a Management Director of the Sponsor, Mr. Nguyen is currently involved in the management of the Related Public Funds and the Funds. He received a Bachelor of Science from California State University Sacramento in 1981. Mr. Nguyen has been the Managing Principal of Ameristock Corporation since January 2000. Mr. Nguyen is 51 years old.

The following individuals provide significant services to the Funds but are employed by the Sponsor.

John Love has acted as a Portfolio Operations Manager for the Related Public Funds since January 2006 and, effective March 1, 2010, is the Senior Portfolio Manager for the Related Public Funds. He also acts as the Senior Portfolio Manager for USCI and will act in the same capacity for USMI, USAI and USCUI. Mr. Love is also employed by the Sponsor. He has been listed with the CFTC as a Principal of the Sponsor since January 17, 2006. Mr. Love also served as the operations manager of Ameristock Corporation from October 2002 to January 2007, where he was responsible for back office and marketing activities for the Ameristock Mutual Fund and Ameristock Focused Value Fund and for the firm in general. Mr. Love holds a Series 3 license and was registered with the CFTC as an Associated Person of the Sponsor from December 1, 2005 through April 16, 2009. Mr. Love has passed the Level I Chartered Financial Analyst examination and is currently a Level II candidate in the CFA Program. He holds a BFA in cinema-television from the University of Southern California. Mr. Love is 39 years old.

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John T. Hyland, CFA acts as a Portfolio Manager and as the Chief Investment Officer for the Sponsor. Mr. Hyland is employed by the Sponsor. He registered with the CFTC as an Associated Person of the Sponsor on December 1, 2005, and has been listed with the CFTC as a Principal of the Sponsor since January 17, 2006. Mr. Hyland became the Portfolio Manager for USOF, USNG, US12OF, UGA, USHO, USSO, US12NG and USBO in April 2006, April 2007, December 2007, February 2008, March 2008, September, 2009, November, 2009 and May 2010, respectively, and as Chief Investment Officer of the Sponsor since January 2008, acts in such capacity on behalf of the Related Public Funds and USCI and will act in the same capacity for USMI, USAI and USCUI. As part of his responsibilities for the Related Public Funds and the Funds, Mr. Hyland oversees day-to-day trading of such funds and coordinates with SummerHaven regarding USCI’s trading activities, helps set investment policies, and oversees USCI and the Related Public Funds’ activities with their futures commission brokers, custodian-administrator, and marketing agent. Mr. Hyland has an extensive background in portfolio management and research with both equity and fixed income securities, as well as in the development of new types of complex investment funds. In July 2001, Mr. Hyland founded Towerhouse Capital Management, LLC, a firm that provides portfolio management and new fund development expertise to non-U.S. institutional investors. Mr. Hyland has been, and remains, a Principal for Towerhouse. Mr. Hyland received his Chartered Financial Analyst (“CFA”) designation in 1994. Mr. Hyland is a member of the CFA Institute (formerly AIMR), and is a member of, and a former president of, the CFA Society of San Francisco. He is also a member of the National Association of Petroleum Investment Analysts, a not-for-profit organization of investment professionals focused on the oil industry. He is a graduate of the University of California, Berkeley. Mr. Hyland is 51 years old.

Ray W. Allen acts as a Portfolio Manager for USOF, US12OF, USSO and USBO. He was hired by the Sponsor in October 2007 and has been employed by the Sponsor since January 14, 2008. He holds a Series 3 license and is registered with the CFTC as an Associated Person of the Sponsor on March 25, 2008. He has been listed with the CFTC as a Principal of the Sponsor since March 18, 2009. Mr. Allen’s responsibilities include daily trading and operations for USOF, US12OF, USSO and USBO. In addition, from February 2002 to October 2007, Mr. Allen was responsible for analyzing and evaluating the creditworthiness of client companies at Marble Bridge Funding Group Inc., in Walnut Creek, CA. Marble Bridge Funding Group Inc. is a commercial finance company providing capital to entrepreneurial companies. Mr. Allen received a BA in Economics from the University of California at Berkeley in 1980. Mr. Allen is 53 years old.

Margaret Johnson has acted as a Portfolio Manager for the Related Public Funds since February 2009 and serves as the portfolio manager for the Funds. Ms. Johnson has been employed by the Sponsor since January 2007. Ms. Johnson also served as the Director of Product Services of Ameristock Corporation from January 2007 to February 2009, where she was responsible for back office and marketing activities for the Ameristock Mutual Fund and Ameristock/Ryan Treasury ETFs. Ms. Johnson was previously employed by Gap Inc. for 17 years, where she most recently served as the Director of Planning for Gap Japan. Ms. Johnson holds a Series 7 registration. She holds a BS in Communications from Moorhead State University. Ms. Johnson is 49 years old.

The following individuals serve as independent directors of the Sponsor.

Peter M. Robinson has been an Independent Director of the Sponsor since September 30, 2005 and, as such, serves on the board of directors of the Sponsor, which acts on behalf of the Related Public Funds. He has been listed with the CFTC as a Principal of the Sponsor since December 2005. Mr. Robinson has been employed as a Research Fellow writing about business and politics with the Hoover Institution since April 1993. The Hoover Institution is a public policy think tank located on the campus of Stanford University. Mr. Robinson graduated from Dartmouth College in 1979 and Oxford University in 1982. In 1990, Mr. Robinson received an MBA from the Stanford University Graduate School of Business. Mr. Robinson has also written three books and has been published in the New York Times, Red Herring, and Forbes ASAP and he is the editor of Can Congress Be Fixed?: Five Essays on Congressional Reform (Hoover Institution Press, 1995). Mr. Robinson is 52 years old.

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Gordon L. Ellis has been an Independent Director of the Sponsor since September 30, 2005 and, as such, serves on the board of directors of the Sponsor, which acts on behalf of the Related Public Funds. He has been listed with the CFTC as a Principal of the Sponsor since November 2005. Mr. Ellis has been Chairman of International Absorbents, Inc., a holding company of Absorption Corp., since July 1988, President and Chief Executive Officer since November 1996 and a Class I Director of the company since July 1985. Mr. Ellis is also a director of Absorption Corp., International Absorbents, Inc.’s wholly-owned subsidiary which is engaged in developing, manufacturing and marketing a wide range of animal care and industrial absorbent products. Mr. Ellis is a director/trustee of Polymer Solutions, Inc., a former publicly-held company that sold all of its assets effective as of February 3, 2004 and is currently winding down its operations and liquidating following such sale. Polymer Solutions previously manufactured paints, coatings, stains and primers for wood furniture manufacturers. Mr. Ellis is a professional engineer with an MBA in international finance. Mr. Ellis is 63 years old.

Malcolm R. Fobes III has been an Independent Director of the Sponsor since September 30, 2005 and, as such, serves on the board of directors of the Sponsor, which acts on behalf of the Related Public Funds. He has been listed with the CFTC as a Principal of the Sponsor since November 2005. Mr. Fobes is the founder, Chairman and Chief Executive Officer of Berkshire Capital Holdings, Inc., a California-based investment adviser registered under the Investment Advisers Act of 1940, that has been sponsoring and providing portfolio management services to mutual funds since June 1997. Since June 1997, Mr. Fobes has been the Chairman and President of The Berkshire Funds, a mutual fund investment company registered under the Investment Company Act of 1940. Mr. Fobes also serves as portfolio manager of the Berkshire Focus Fund, a mutual fund registered under the Investment Company Act of 1940, which concentrates its investments in the electronic technology industry. From April 2000 to July 2006, Mr. Fobes also served as co-portfolio manager of The Wireless Fund, a mutual fund registered under the Investment Company Act of 1940, which concentrates its investments in companies engaged in the development, production, or distribution of wireless-related products or services. In these roles, Mr. Fobes has gained extensive experience in evaluating and retaining third-party service providers, including custodians, accountants, transfer agents, and distributors. Mr. Fobes was also contributing editor of Start a Successful Mutual Fund: The Step-by-Step Reference Guide to Make It Happen (JV Books, 1995). Mr. Fobes graduated from San Jose State University in California in May 1989 with a B.S. degree in Finance and a minor in Economics. Mr. Fobes is 45 years old.

The following are individual Principals, as that term is defined in CFTC Rule 3.1, for the Sponsor: Melinda Gerber, the Gerber Family Trust, the Nicholas and Melinda Gerber Living Trust, Howard Mah, Andrew Ngim, Robert Nguyen, Peter Robinson, Gordon Ellis, Malcolm Fobes, John Love, Ray Allen, John Hyland and Wainwright. These individuals are principals due to their positions, however, Nicholas Gerber and Melinda Gerber are also principals due to their controlling stake in Wainwright. None of the principals owns or has any other beneficial interest in USCI. Nicholas Gerber, John Hyland and Ray Allen make trading and investment decisions for USCI. Nicholas Gerber, John Hyland and Margaret Johnson execute trades on behalf of USCI. In addition, Nicholas Gerber, John Hyland, Robert Nguyen, Ray Allen and Kyle Balough are registered with the CFTC as Associated Persons of the Sponsor and are NFA Associate Members.

Contributions to the Funds

The Sponsor contributed $1,000 to USCI on December 21, 2009, representing an initial contribution of capital to the pool. In order to satisfy NYSE Arca listing standards that at least 100,000 Units of each Fund be outstanding, the Sponsor purchased the initial Creation Basket of USCI on August 10, 2010 and has since sold the 100,000 Units in such Creation Basket on September 2, 2010. The Sponsor received 20 Sponsor’s Units of USCI that were in exchange for the previously received capital contribution, representing a beneficial interest in the pool. The Sponsor contributed $1,000 to each of USMI, USAI and USCUI on November 10, 2010, representing initial contributions of capital to the pools. In connection with the commencement of the offering of USMI, USAI and USCUI, the Sponsor will receive 40 Sponsor’s Units of each of USMI, USAI and USCUI to be issued in exchange for the previously received capital contributions, representing a beneficial interest in each pool.

Executive Compensation and Fees to the Sponsor

Each Fund is obligated to pay the Sponsor a management fee based on its average daily net assets and paid monthly at the annual rate as follows: USCI — 0.95%; USMI — 0.95%; USAI — 0.95%; USCUI — 0.95%.

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Prior Performance of the Sponsor and Affiliates

USCI’s Units began trading on the NYSE Arca on August 10, 2010. As of September 30, 2010, the total amount of money raised by USCI from its Authorized Purchasers was $20,825,892; the total number of Authorized Purchasers of USCI was 4; the number of baskets purchased by Authorized Purchasers of USCI was 5; no baskets were redeemed by Authorized Purchasers of USCI; and the aggregate amount of units purchased was 200,000.

Since the offering of USCI Units to the public on August 10, 2010 to September 30, 2010, the simple average daily change in the Commodity Index was 0.223%, while the simple average daily change in the NAV of USCI over the same time period was 0.219%. The average daily difference was -0.004% (or -0.4 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the Commodity Index, the average error in daily tracking by the NAV was 4.568%, meaning that over this time period USCI’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

The Sponsor is also currently the general partner (the “General Partner”) of the Related Public Funds. Each of the Sponsor and the Related Public Funds is located in California.

USOF’s units began trading on the American Stock Exchange on April 10, 2006 and are offered on a continuous basis. As a result of the acquisition of the American Stock Exchange by NYSE Euronext, USOF’s units commenced trading on the NYSE Arca on November 25, 2008. As of September 30, 2010, the total amount of money raised by USOF from its authorized purchasers was $26,538,987,136; the total number of authorized purchasers of USOF was 19; the number of baskets purchased by authorized purchasers of USOF was 5,394; the number of baskets redeemed by authorized purchasers of USOF was 54,860; and the aggregate amount of units purchased was 539,400,000.

Since the offering of USOF units to the public on April 10, 2006 to September 30, 2010, the simple average daily change in its benchmark oil futures contract was -0.030%, while the simple average daily change in the NAV of USOF over the same time period was -0.026%. The average daily difference was -0.004% (or -0.4 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the benchmark oil futures contract, the average error in daily tracking by the NAV was 1.116%, meaning that over this time period USOF’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

USNG’s units began trading on the American Stock Exchange on April 18, 2007 and are offered on a continuous basis. As a result of the acquisition of the American Stock Exchange by NYSE Euronext, USNG’s units commenced trading on the NYSE Arca on November 25, 2008. As of September 30, 2010, the total amount of money raised by USNG from its authorized purchasers was $11,676,981,249; the total number of authorized purchasers of USNG was 15; the number of baskets purchased by authorized purchasers of USNG was 7,568, the number of baskets redeemed by authorized purchasers of USNG was 3,488; and the aggregate amount of units purchased was 758,600,000.

Since the offering of USNG units to the public on April 18, 2007 to September 30, 2010, the simple average daily change in its benchmark futures contract was -0.189%, while the simple average daily change in the NAV of USNG over the same time period was -0.189. The average daily difference was 0.001% (or 0.1 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was 0.205%, meaning that over this time period USNG’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

US12OF’s units began trading on the American Stock Exchange on December 6, 2007 and are offered on a continuous basis. As a result of the acquisition of the American Stock Exchange by NYSE Euronext, US12OF’s units commenced trading on the NYSE Arca on November 25, 2008. As of September 30, 2010, the total amount of money raised by US12OF from its authorized purchasers was $238,647,049; the total number of authorized purchasers of US12OF was 8; the number of baskets purchased by authorized purchasers of US12OF was 79; the number of baskets redeemed by authorized purchasers of US12OF was 40; and the aggregate amount of units purchased was 7,900,000.

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Since the offering of US12OF units to the public on December 6, 2007 to September 30, 2010, the simple average daily change in its benchmark oil futures contracts was -0.005%, while the simple average daily change in the NAV of US12OF over the same time period was -0.005%. The average daily difference was 0.000%. As a percentage of the daily movement of the benchmark oil futures contracts, the average error in daily tracking by the NAV was -0.119%, meaning that over this time period US12OF’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

UGA’s units began trading on the American Stock Exchange on February 26, 2008 and are offered on a continuous basis. As a result of the acquisition of the American Stock Exchange by NYSE Euronext, UGA’s units commenced trading on the NYSE Arca on November 25, 2008. As of September 30, 2010, the total amount of money raised by UGA from its authorized purchasers was $166,769,785; the total number of authorized purchasers of UGA was 9; the number of baskets purchased by authorized purchasers of UGA was 53; the number of baskets redeemed by authorized purchasers of UGA was 34; and the aggregate amount of units purchased was 5,300,000.

Since the offering of UGA units to the public on February 26, 2008 to September 30, 2010, the simple average daily change in its benchmark futures contract was -0.012%, while the simple average daily change in the NAV of UGA over the same time period was -0.014%. The average daily difference was -0.002% (or -0.2 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was -0.465%, meaning that over this time period UGA’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

USHO’s units began trading on the American Stock Exchange on April 9, 2008 and are offered on a continuous basis. As a result of the acquisition of the American Stock Exchange by NYSE Euronext, USHO’s units commenced trading on the NYSE Arca on November 25, 2008. As of September 30, 2010, the total amount of money raised by USHO from its authorized purchasers was $27,751,399; the total number of authorized purchasers of USHO was 9; the number of baskets purchased by authorized purchasers of USHO was 8; the number of baskets redeemed by authorized purchasers of USHO was 5; and the aggregate amount of units purchased was 800,000.

Since the offering of USHO units to the public on April 9, 2008 to September 30, 2010, the simple average daily change in its benchmark futures contract was -0.062%, while the simple average daily change in the NAV of USHO over the same time period was -0.063%. The average daily difference was -0.001% (or -0.1 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was -0.684%, meaning that over this time period USHO’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

USSO’s units began trading on the NYSE Arca on September 18, 2009 and are offered on a continuous basis. As of September 30, 2010, the total amount of money raised by USSO from its authorized purchasers was $36,929,469; the total number of authorized purchasers of USSO was 9; the number of baskets purchased by authorized purchasers of USSO was 8; the number of baskets redeemed by authorized purchasers of USSO was 4; and the aggregate amount of units purchased was 800,000.

Since the offering of USSO units to the public on September 18, 2009 to September 30, 2010, the inverse of the simple average daily change in its benchmark futures contract was 0.013%, while the simple average daily change in the NAV of USSO over the same time period was -0.016%. The average daily difference was -0.003% (or -0.3 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was -2.104%, meaning that over this time period USSO’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

US12NG’s units began trading on the NYSE Arca on November 18, 2009 and are offered on a continuous basis. As of September 30, 2010, the total amount of money raised by US12NG from its authorized purchasers was $71,441,408; the total number of authorized purchasers of US12NG was 4; the

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number of baskets purchased by authorized purchasers of US12NG was 16; the number of baskets redeemed by authorized purchasers of US12NG was 4; and the aggregate amount of units purchased was 1.6 million.

Since the offering of US12NG units to the public on November 18, 2009 to September 30, 2010, the simple average daily change in its benchmark futures contract was -0.149%, while the simple average daily change in the NAV of US12NG over the same time period was -0.152%. The average daily difference was -0.003% (or -0.3 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was -0.332%, meaning that over this time period US12NG’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the offering of USBO units to the public on June 2, 2010 to September 30, 2010, the simple average daily change in its benchmark futures contract was 0.134%, while the simple average daily change in the NAV of USBO over the same time period was 0.131%. The average daily difference was -0.003% (or -0.3 basis points, where 1 basis point equals 1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was -0.860%, meaning that over this time period USBO’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

The table below shows the relationship between the trading prices of the units of each of the Related Public Funds and the daily NAV of such fund, since inception through September 30, 2010. The first row shows the average amount of the variation between the Related Public Fund’s closing market price and NAV, computed on a daily basis since inception, while the second and third rows depict the maximum daily amount of the end of day premiums and discounts to NAV since inception, on a percentage basis. Management of USCF believes that maximum and minimum end of day premiums and discounts typically occur because trading in the units continues on the NYSE Arca until 4:00 p.m. New York time while regular trading in the benchmark futures contract on the NYMEX ceases at 2:30 p.m. New York time and the value of the relevant benchmark futures contract, for purposes of determining its end of day NAV, can be determined at that time. One known exception to this conclusion were the premiums on trading in USNG units that occurred between July 8, 2009 and September 28, 2009, when USNG suspended the issuance of creation baskets as a result of regulatory concern relating to the size of USNG’s positions in the natural gas futures and cleared swap markets, and there was continued demand for such units and other similar natural gas futures linked investments in the market.

                 
  USOF   USNG   US12OF   UGA   USHO   USSO   US12NG   USBO   USCI
Average Difference   $ (0.00 )    $ 0.08     $ (0.05 )    $ 0.00     $ 0.01     $ 0.00     $ 0.02     $ (0.08 )    $ 0.11  
Max Premium %     3.88 %      19.03 %      4.11 %      6.29 %      5.75 %      2.50 %      2.91 %      2.06 %      2.03 % 
Max Discount %     4.51 %      -2.42 %      -9.72 %      4.50 %      3.85 %      5.39 %      -6.52 %      2.31 %      0.27 % 

There are significant differences between investing in the Funds and the Related Public Funds and investing directly in the futures market. The Sponsor’s results with the Related Public Funds may not be representative of results that may be experienced with a fund directly investing in futures contracts or other managed funds investing in futures contracts. For more information on the performance of the Related Public Funds see the Performance Tables below.

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Performance of USCI

Experience in Raising and Investing in Funds Through September 30, 2010

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 
Dollar Amount Offered*   $ 2,500,000,000  
Dollar Amount Raised   $ 20,825,892  
Organizational and Offering Expenses:
        
SEC registration fee   $ **  
FINRA registration fee   $ **  
Listing fee   $ **  
Auditor’s fees and expenses   $ **  
Legal fees and expenses   $ **  
Printing expenses   $ **  
Length of USCI offering     Continuous  

* Reflects the offering price per Unit set forth on the cover page of the registration statement registering such Units filed with the SEC.
** These expenses were paid for by the Sponsor.

Compensation to the Sponsor and Other Compensation USCI:

Expenses Paid by USCI Through September 30, 2010 in Dollar Terms:

 
Expenses   Amount in
Dollar Terms
Amount Paid to Sponsor   $ 15,228  
Amount Paid in Portfolio Brokerage Commissions   $ 4,382  
Other Amounts Paid*   $ 21,370  
Total Expenses Paid or Accrued   $ 41,040  
Expenses Waived**   $ (19,033 ) 
Total Expenses Paid or Accrued Including Expenses Waived   $ 22,007  

* Includes expenses relating to legal fees, auditing fees, printing expenses, licensing fees, tax reporting fees and fees paid to the independent directors of the Sponsor.
** The Sponsor, though under no obligation to do so, agreed to pay certain expenses, to the extent that such expenses exceeded 0.15% (15 basis points) of USCI’s NAV, on an annualized basis. The Sponsor has no obligation to continue such payment into subsequent periods.

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Expenses Paid by USCI Through September 30, 2010 as a Percentage of Average Daily Net Assets:

 
Expenses   Amount As a Percentage of
Average Daily Net Assets
Sponsor     0.97% annualized  
Portfolio Brokerage Commissions     0.30% annualized  
Other Amounts Paid     1.33% annualized  
Total Expenses Paid or Accrued     2.60% annualized  
Expenses Waived     (1.21)% annualized  
Total Expenses Paid Including Expenses Waived     1.39% annualized  
USCI Performance:
        
Name of Commodity Pool     USCI  
Type of Commodity Pool     Exchange traded security  
Inception of Trading     August 10, 2010  
Aggregate Subscriptions (from inception through September 30, 2010)   $ 20,825,892  
Total Net Assets as of September 30, 2010   $ 21,671,670  
Initial NAV per Unit as of Inception   $ 50.00  
NAV per Unit as of September 30, 2010   $ 54.18  
Worst Monthly Percentage Draw-down     Aug 10 (0.04 )% 
Worst Peak-to-Valley Draw-down     N/A  
Number of Unitholders (as of December 31, 2009)     N/A  

COMPOSITE PERFORMANCE DATA FOR USCI
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 
  Rates of Return*
Month   2010
January         
February         
March         
April         
May         
June         
July         
August     (0.04)% **  
September     8.38 % 
October         
November         
December         
Annual Rate of Return     8.34%***  

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from August 10, 2010.
*** Through September 30, 2010.

Draw-down:  Losses experienced by the fund over a specified period. Draw-down is measured on the basis of monthly returns only and does not reflect intra-month figures.

Worst Monthly Percentage Draw-down:  The largest single month loss sustained since inception of trading.

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Worst Peak-to-Valley Draw-down:  The largest percentage decline in the NAV per unit over the history of the fund. This need not be a continuous decline, but can be a series of positive and negative returns where the negative returns are larger than the positive returns. Worst Peak-to-Valley Draw-down represents the greatest percentage decline from any month-end NAV per unit that occurs without such month-end NAV per unit being equaled or exceeded as of a subsequent month-end. For example, if the NAV per unit declined by $1 in each of January and February, increased by $1 in March and declined again by $2 in April, a “peak-to-valley drawdown” analysis conducted as of the end of April would consider that “drawdown” to be still continuing and to be $3 in amount, whereas if the NAV per unit had increased by $2 in March, the January — February drawdown would have ended as of the end of February at the $2 level.

Performance of the Related Public Funds

USOF:

Experience in Raising and Investing in Funds Through September 30, 2010

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 
Dollar Amount Offered*   $ 71,257,630,000  
Dollar Amount Raised   $ 26,538,987,136  
Organizational and Offering Expenses:**
        
SEC registration fee   $ 2,480,174  
FINRA registration fee   $ 603,500  
Listing fee   $ 5,000  
Auditor’s fees and expenses   $ 495,850  
Legal fees and expenses   $ 2,110,912  
Printing expenses   $ 285,230  
Length of USOF offering     Continuous  

* Reflects the offering price per unit set forth on the cover page of the registration statement registering such units filed with the SEC.
** Through December 31, 2006, these expenses were paid for by an affiliate of the General Partner in connection with the initial public offering. Following December 31, 2006, USOF has recorded these expenses.

Compensation to the General Partner and Other Compensation by USOF

Expenses Paid by USOF Through September 30, 2010 in Dollar Terms:

 
Expenses   Amount in
Dollar Terms
Amount Paid to General Partner   $ 27,437,046  
Amount Paid in Portfolio Brokerage Commissions   $ 8,392,112  
Other Amounts Paid*   $ 10,399,514  
Total Expenses Paid   $ 46,228,672  

* Includes expenses relating to the registration of additional units, legal fees, auditing fees, printing expenses, licensing fees, tax reporting fees and fees paid to the independent directors of the General Partner.

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Expenses Paid by USOF Through September 30, 2010 as a Percentage of Daily Net Assets:

 
Expenses   Amount As a Percentage of
Average Daily Net Assets
General Partner     0.46% annualized  
Portfolio Brokerage Commissions     0.15% annualized  
Other Amounts Paid     0.17% annualized  
Total Expenses Paid     0.78% annualized  
USOF Performance:
        
Name of Commodity Pool     USOF  
Type of Commodity Pool     Exchange traded security  
Inception of Trading     April 10, 2006  
Aggregate Subscriptions (from inception through September 30, 2010)   $ 26,538,987,136  
Total Net Assets as of September 30, 2010   $ 1,981,265,197  
Initial NAV per Unit as of Inception   $ 67.39  
NAV per Unit as of September 30, 2010   $ 54.18  
Worst Monthly Percentage Draw-down     Oct 2008 (31.57 )% 
Worst Peak-to-Valley Draw-down     Jun 08 – Feb 09 (75.84 )% 
Number of Unitholders (as of December 31, 2009)     84,835  

COMPOSITE PERFORMANCE DATA FOR USOF
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

         
  Rates of Return*
Month   2006   2007   2008   2009   2010
January              (6.55 )%      (3.98 )%      (14.60 )%      (8.78 )% 
February              5.63 %      11.03 %      (6.55 )%      8.62 % 
March              4.61 %      0.63 %      7.23 %      4.61 % 
April     3.47%**       (4.26 )%      12.38 %      (2.38 )%      2.04 % 
May     (2.91 )%      (4.91 )%      12.80 %      26.69 %      (17.96 )% 
June     3.16 %      9.06 %      9.90 %      4.16 %      0.47 % 
July     (0.50 )%      10.55 %      (11.72 )%      (2.30 )%      3.57 % 
August     (6.97 )%      (4.93 )%      (6.75 )%      (1.98 )%      (9.47 )% 
September     (11.71 )%      12.11 %      (12.97 )%      0.25 %      8.97 % 
October     (8.46 )%      16.98 %      (31.57 )%      8.43 %          
November     4.73 %      (4.82 )%      (20.65 )%      (0.51 )%          
December     (5.21 )%      8.66 %      (22.16 )%      (0.03 )%          
Annual Rate of Return     (23.03 )%      46.15 %      (54.75 )%      14.14 %      (10.93)%***  

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from April 10, 2006.
*** Through September 30, 2010.

For a definition of draw-down, please see text below “Composite Performance Data for USCI.”

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USNG:

Experience in Raising and Investing in Funds Through September 30, 2010

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 
Dollar Amount Offered*   $ 24,056,500,000  
Dollar Amount Raised   $ 11,676,981,249  
Organizational and Offering Expenses:**
        
SEC registration fee   $ 1,361,084  
FINRA registration fee   $ 377,500  
Listing fee   $ 5,000  
Auditor’s fees and expenses   $ 434,350  
Legal fees and expenses   $ 1,725,058  
Printing expenses   $ 73,270  
Length of USNG offering     Continuous  

* Reflects the offering price per unit set forth on the cover page of the registration statement registering such units filed with the SEC.
** Through April 18, 2007, these expenses were paid for by the General Partner. Following April 18, 2007, USNG has recorded these expenses.

Compensation to the General Partner and Other Compensation by USNG

Expenses Paid by USNG Through September 30, 2010 in Dollar Terms:

 
Expenses   Amount in
Dollar Terms
Amount Paid to General Partner   $ 32,350,398  
Amount Paid in Portfolio Brokerage Commissions   $ 16,893,868  
Other Amounts Paid*   $ 17,716,803  
Total Expenses Paid   $ 66,961,069  

* Includes expenses relating to the registration of additional units, legal fees, auditing fees, printing expenses, licensing fees, tax reporting fees and fees paid to the independent directors of the General Partner.

Expenses Paid by USNG Through September 30, 2010 as a Percentage of Average Daily Net Assets:

 
Expenses   Amount As a Percentage of
Average Daily Net Assets
General Partner     0.57% annualized  
Portfolio Brokerage Commissions     0.30% annualized  
Other Amounts Paid     0.31% annualized  
Total Expense Ratio     1.18% annualized  
USNG Performance:
        
Name of Commodity Pool     USNG  
Type of Commodity Pool     Exchange traded security  
Inception of Trading     April 18, 2007  
Aggregate Subscriptions (from inception through September 30, 2010)   $ 11,676,981,249  
Total Net Assets as of September 30, 2010   $ 2,477,775,659  
Initial NAV per Unit as of Inception   $ 50.00  
NAV per Unit as of September 30, 2010   $ 6.18  
Worst Monthly Percentage Draw-down     Jul 08 (32.13 )% 
Worst Peak-to-Valley Draw-down     Jun 08 – Sept 10 (90.14 )% 
Number of Unitholders (as of December 31, 2009)     203,277  

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COMPOSITE PERFORMANCE DATA FOR USNG
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

       
  Rates of Return*
Month   2007   2008   2009   2010
January              8.87 %      (21.49 )%      (7.65 )% 
February              15.87 %      (5.47 )%      (6.02 )% 
March              6.90 %      (11.81 )%      (21.02 )% 
April     4.30%**       6.42 %      (13.92 )%      (0.87 )% 
May     (0.84 )%      6.53 %      10.37 %      8.19 % 
June     (15.90 )%      13.29 %      (4.63 )%      5.14 % 
July     (9.68 )%      (32.13 )%      (8.70 )%      6.43 % 
August     (13.37 )%      (13.92 )%      (27.14 )%      (22.95 )% 
September     12.28 %      (9.67 )%      26.03 %      (3.13 )% 
October     12.09 %      (12.34 )%      (13.31 )%          
November     (16.16 )%      (6.31 )%      (11.86 )%          
December     0.75 %      (14.32 )%      13.91 %          
Annual Rate of Return     (27.64 )%      (35.68 )%      (56.73 )      (38.03)%***  

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from April 17, 2007.
*** Through September 30, 2010.

For a definition of draw-down, please see text below “Composite Performance Data for USCI.”

US12OF:

Experience in Raising and Investing in Funds Through September 30, 2010

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 
Dollar Amount Offered*   $ 3,718,000,000  
Dollar Amount Raised   $ 238,647,049  
Organizational and Offering Expenses:**
        
SEC registration fee   $ 129,248  
FINRA registration fee   $ 151,000  
Listing fee   $ 5,000  
Auditor’s fees and expenses   $ 145,700  
Legal fees and expenses   $ 325,899  
Printing expenses   $ 44,402  
Length of US12OF offering     Continuous  

* Reflects the offering price per unit set forth on the cover page of the registration statement registering such units filed with the SEC.
** Through March 31, 2009, these expenses were paid for by an affiliate of the General Partner in connection with the initial public offering. Following March 31, 2009, US12OF has recorded these expenses.

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Compensation to the General Partner and Other Compensation by US12OF

Expenses Paid by US12OF Through September 30, 2010 in Dollar Terms:

 
Expenses   Amount in
Dollar Terms
Amount Paid to General Partner   $ 1,621,122  
Amount Paid in Portfolio Brokerage Commissions   $ 60,488  
Other Amounts Paid*   $ 1,278,958  
Total Expenses Paid or Accrued   $ 2,955,574  
Expenses Waived**   $ (262,220 ) 
Total Expenses Paid or Accrued Including Expenses Waived   $ 2,693,354  

* Includes expenses relating to the registration of additional units, legal fees, auditing fees, printing expenses, licensing fees, tax reporting fees and fees paid to the independent directors of the General Partner.
** The General Partner, though under no obligation to do so, agreed to pay certain expenses, to the extent that such expenses exceeded 0.15% (15 basis points) of US12OF’s NAV, on an annualized basis through March 31, 2009, after which date such payments were no longer necessary. The General Partner has no obligation to make any payments in subsequent periods.

Expenses Paid by US12OF Through September 30, 2010 as a Percentage of Average Daily Net Assets:

 
Expenses   Amount As a Percentage of Average Daily Net Assets
General Partner     0.60% annualized  
Portfolio Brokerage Commissions     0.02% annualized  
Other Amounts Paid     0.48% annualized  
Total Expenses Paid or Accrued     1.10% annualized  
Expenses Waived     (0.10)% annualized  
Total Expenses Paid or Accrued Including Expenses Waived     1.00% annualized  
US12OF Performance:
        
Name of Commodity Pool     US12OF  
Type of Commodity Pool     Exchange traded security  
Inception of Trading     December 6, 2007  
Aggregate Subscriptions (from inception through September 30, 2010)   $ 238,647,049  
Total Net Assets as of September 30, 2010   $ 150,486,987  
Initial NAV per Unit as of Inception   $ 50.00  
NAV per Unit as of September 30, 2010   $ 38.59  
Worst Monthly Percentage Draw-down     Oct 2008 (29.59 )% 
Worst Peak-to-Valley Draw-down     Jun 08 – Feb 09 (66.97 )% 
Number of Unitholders (as of December 31, 2009)     6,875  

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COMPOSITE PERFORMANCE DATA FOR US12OF
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

       
  Rates of Return*
Month   2007   2008   2009   2010
January              (2.01 )%      (7.11 )%      (8.40 )% 
February              10.48 %      (4.34 )%      6.73 % 
March              (0.66 )%      9.22 %      4.16 % 
April              11.87 %      (1.06 )%      6.37 % 
May              15.47 %      20.40 %      (15.00 )% 
June              11.59 %      4.51 %      (1.00 )% 
July              (11.39 )%      1.22 %      4.16 % 
August              (6.35 )%      (2.85 )%      (5.92 )% 
September              (13.12 )%      (0.92 )%      7.02 % 
October              (29.59 )%      8.48 %          
November              (16.17 )%      2.31 %          
December     8.44%**       (12.66 )%      (1.10 )%          
Annual Rate of Return     8.44 %      (42.39 )%      29.23 %      (4.41)%***  

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from December 6, 2007.
*** Through September 30, 2010.

For a definition of draw-down, please see text below “Composite Performance Data for USCI.”

UGA:

Experience in Raising and Investing in Funds Through September 30, 2010

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 
Dollar Amount Offered*   $ 3,431,000,000  
Dollar Amount Raised   $ 166,769,785  
Organizational and Offering Expenses:**
        
SEC registration fee   $ 184,224  
FINRA registration fee   $ 151,000  
Listing fee   $ 5,000  
Auditor’s fees and expenses   $ 27,500  
Legal fees and expenses   $ 234,690  
Printing expenses   $ 169,498  
Length of UGA offering     Continuous  

* Reflects the offering price per unit set forth on the cover page of the registration statement registering such units filed with the SEC.
** Through September 1, 2009, initial offering costs and a portion of ongoing expenses were paid for by the General Partner. Following September 1, 2009, UGA has recorded these expenses.

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Compensation to the General Partner and Other Compensation by UGA

Expenses Paid by UGA Through September 30, 2010 in Dollar Terms:

 
Expenses   Amount in
Dollar Terms
Amount Paid to General Partner   $ 812,052  
Amount Paid in Portfolio Brokerage Commissions   $ 142,263  
Other Amounts Paid*   $ 821,211  
Total Expenses Paid or Accrued   $ 1,775,526  
Expenses Waived:**   $ (554,239 ) 
Total Expenses Paid or Accrued Including Expenses Waived   $ 1,221,287  

* Includes expenses relating to the registration of additional units, legal fees, auditing fees, printing expenses, licensing fees, tax reporting fees and fees paid to the independent directors of the General Partner.
** The General Partner, though under no obligation to do so, agreed to pay certain expenses, to the extent that such expenses exceeded 0.15% (15 basis points) of UGA’s NAV, on an annualized basis. The General Partner has no obligation to continue such payment into subsequent periods.

Expenses Paid by UGA Through September 30, 2010 as a Percentage of Average Daily Net Assets:

 
Expenses   Amount As a Percentage of
Average Daily Net Assets
General Partner     0.60% annualized  
Portfolio Brokerage Commissions     0.11% annualized  
Other Amounts Paid     0.61% annualized  
Total Expenses Paid or Accrued     1.32% annualized  
Expenses Waived     (0.41)% annualized  
Total Expenses Paid Including Expenses Waived     0.91% annualized  
UGA Performance:
        
Name of Commodity Pool     UGA  
Type of Commodity Pool     Exchange traded security  
Inception of Trading     February 26, 2008  
Aggregate Subscriptions (from inception through September 30, 2010)   $ 166,769,785  
Total Net Assets as of September 30, 2010   $ 64,931,598  
Initial NAV per Unit as of Inception   $ 50.00  
NAV per Unit as of September 30, 2010   $ 34.18  
Worst Monthly Percentage Draw-down     Oct 2008 (38.48 )% 
Worst Peak-to-Valley Draw-down     Jun 08 – Dec 08 (69.02 )% 
Number of Unitholders (as of December 31, 2009)     5,131  

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COMPOSITE PERFORMANCE DATA FOR UGA
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

     
  Rates of Return*
Month   2008   2009   2010
January              16.23 %      (7.47 )% 
February     (0.56)%**       0.26 %      7.33 % 
March     (2.39 )%      2.59 %      5.42 % 
April     10.94 %      2.07 %      3.15 % 
May     15.60 %      30.41 %      (15.54 )% 
June     4.79 %      1.65 %      1.93 % 
July     (12.79 )%      6.24 %      2.95 % 
August     (3.88 )%      (3.71 )%      (10.42 )% 
September     (9.36 )%      (3.38 )%      9.45 % 
October     (38.48 )%      10.96 %          
November     (21.35 )%      1.00 %          
December     (15.72 )%      0.55 %          
Annual Rate of Return     (59.58 )%      80.16 %      (6.15)%***  

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from February 26, 2008.
*** Through September 30, 2010.

For a definition of draw-down, please see text below “Composite Performance Data for USCI.”

USHO:

Experience in Raising and Investing in Funds Through September 30, 2010

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 
Dollar Amount Offered*   $ 1,940,500,000  
Dollar Amount Raised   $ 27,751,399  
Organizational and Offering Expenses:**
        
SEC registration fee   $ 142,234  
FINRA registration fee   $ 151,000  
Listing fee   $ 5,000  
Auditor’s fees and expenses   $ 27,500  
Legal fees and expenses   $ 143,232  
Printing expenses   $ 112,737  
Length of USHO offering     Continuous  

* Reflects the offering price per unit set forth on the cover page of the registration statement registering such units filed with the SEC.
** Through August 31, 2009, initial offering costs and a portion of ongoing expenses were paid for by the General Partner. Following August 31, 2009, USHO has recorded these expenses.

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Compensation to the General Partner and Other Compensation by USHO

Expenses Paid by USHO Through September 30, 2010 in Dollar Terms:

 
Expenses   Amount in
Dollar Terms
Amount Paid to General Partner   $ 161,588  
Amount Paid in Portfolio Brokerage Commissions   $ 26,040  
Other Amounts Paid*   $ 570,970  
Total Expenses Paid or Accrued   $ 758,598  
Expenses Waived**   $ (513,589 ) 
Total Expenses Paid or Accrued Including Expenses Waived   $ 245,009  

* Includes expenses relating to the registration of additional units, legal fees, auditing fees, printing expenses, licensing fees, tax reporting fees and fees paid to the independent directors of the General Partner.
** The General Partner, though under no obligation to do so, agreed to pay certain expenses, to the extent that such expenses exceeded 0.15% (15 basis points) of USHO’s NAV, on an annualized basis. The General Partner has no obligation to continue such payment into subsequent periods.

Expenses Paid by USHO Through September 30, 2010 as a Percentage of Average Daily Net Assets:

 
Expenses   Amount As a Percentage of
Average Daily Net Assets
General Partner     0.60% annualized  
Portfolio Brokerage Commissions     0.10% annualized  
Other Amounts Paid     2.12% annualized  
Total Expenses Paid or Accrued     2.82% annualized  
Expenses Waived     (1.91)% annualized  
Total Expenses Paid Including Expenses Waived     0.91% annualized  
USHO Performance:
        
Name of Commodity Pool     USHO  
Type of Commodity Pool     Exchange traded security  
Inception of Trading     April 9, 2008  
Aggregate Subscriptions (from inception through September 30, 2010)   $ 27,751,399  
Total Net Assets as of September 30, 2010   $ 8,109,641  
Initial NAV per Unit as of Inception   $ 50.00  
NAV per Unit as of September 30, 2010   $ 27.23  
Worst Monthly Percentage Draw-down     Oct 08 (28.63 )% 
Worst Peak-to-Valley Draw-down     Jun 08 – Feb 09 (69.17 )% 
Number of Unitholders (as of December 31, 2009)     1,154  

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COMPOSITE PERFORMANCE DATA FOR USHO
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

     
  Rates of Return*
Month   2008   2009   2010
January              0.05 %      (10.17 )% 
February              (11.34 )%      5.78 % 
March              6.73 %      6.42 % 
April     2.84%**       (3.85 )%      5.13 % 
May     15.93 %      23.13 %      (14.14 )% 
June     5.91 %      4.55 %      (0.40 )% 
July     (12.18 )%      0.39 %      2.48 % 
August     (8.41 )%      (2.71 )%      (5.88 )% 
September     (9.77 )%      (0.48 )%      12.75 % 
October     (28.63 )%      7.60 %          
November     (18.38 )%      0.19 %          
December     (17.80 )%      2.23 %          
Annual Rate of Return     (56.12 )%      25.52 %      (1.13)%***  

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from April 9, 2008.
*** Through September 30, 2010.

For a definition of draw-down, please see text below “Composite Performance Data for USCI.”

USSO:

Experience in Raising and Investing in Funds Through September 30, 2010

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 
Dollar Amount Offered*   $ 1,250,000,000  
Dollar Amount Raised   $ 36,929,469  
Organizational and Offering Expenses:
        
SEC registration fee   $ **  
FINRA registration fee   $ **  
Listing fee   $ **  
Auditor’s fees and expenses   $ **  
Legal fees and expenses   $ **  
Printing expenses   $ **  
Length of USSO offering     Continuous  

* Reflects the offering price per unit set forth on the cover page of the registration statement registering such units filed with the SEC.
** These expenses were paid for by the General Partner.

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Compensation to the General Partner and Other Compensation by USSO

Expenses Paid by USSO Through September 30, 2010 in Dollar Terms:

 
Expenses   Amount in
Dollar Terms
Amount Paid to General Partner   $ 103,168  
Amount Paid in Portfolio Brokerage Commissions   $ 23,613  
Other Amounts Paid*   $ 390,434  
Total Expenses Paid or Accrued   $ 517,215  
Expenses Waived**   $ (356,071 ) 
Total Expenses Paid or Accrued Including Expenses Waived   $ 161,144  

* Includes expenses relating to legal fees, auditing fees, printing expenses, licensing fees, tax reporting fees and fees paid to the independent directors of the General Partner.
** The General Partner, though under no obligation to do so, agreed to pay certain expenses, to the extent that such expenses exceeded 0.15% (15 basis points) of USSO’s NAV, on an annualized basis. The General Partner has no obligation to continue such payment into subsequent periods.

Expenses Paid by USSO Through September 30, 2010 as a Percentage of Average Daily Net Assets:

 
Expenses   Amount As a Percentage of Average Daily Net Assets
General Partner     0.60% annualized  
Portfolio Brokerage Commissions     0.14% annualized  
Other Amounts Paid     2.28% annualized  
Total Expenses Paid or Accrued     3.02% annualized  
Expenses Waived     (2.08)% annualized  
Total Expenses Paid Including Expenses Waived     0.94% annualized  
USSO Performance:
        
Name of Commodity Pool     USSO  
Type of Commodity Pool     Exchange traded security  
Inception of Trading     September 18, 2009  
Aggregate Subscriptions (from inception through September 30, 2010)   $ 36,929,469  
Total Net Assets as of September 30, 2010   $ 18,390,632  
Initial NAV per Unit as of Inception   $ 50.00  
NAV per Unit as of September 30, 2010   $ 45.98  
Worst Monthly Percentage Draw-down     Feb 10 (8.94 )% 
Worst Peak-to-Valley Draw-down     Sep 09 – Apr 10 (19.02)%  
Number of Unitholders (as of December 31, 2009)     185  

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COMPOSITE PERFORMANCE DATA FOR USSO
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

   
  Rates of Return*
Month   2009   2010
January              9.05 % 
February              (8.94 )% 
March              (4.92 )% 
April              (2.50 )% 
May              20.18 % 
June              (1.42 )% 
July              (4.17 )% 
August              9.61 % 
September     (2.90)%**       (8.75 )% 
October     (8.65 )%          
November     (0.25 )%          
December     (0.57 )%          
Annual Rate of Return     (12.02 )%      4.52%***  

* The monthly rate of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.
** Partial from September 18, 2009.
*** Through September 30, 2010.

For a definition of draw-down, please see text below “Composite Performance Data for USCI.”

US12NG:

Experience in Raising and Investing in Funds Through September 30, 2010

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

 
Dollar Amount Offered*   $ 1,500,000,000  
Dollar Amount Raised   $ 71,441,408  
Organizational and Offering Expenses:
        
SEC registration fee   $ **  
FINRA registration fee   $ **  
Listing fee   $ **  
Auditor’s fees and expenses   $ **  
Legal fees and expenses   $ **  
Printing expenses   $ **  
Length of US12NG offering     Continuous  

* Reflects the offering price per unit set forth on the cover page of the registration statement registering such units filed with the SEC.
** These expenses were paid for by the General Partner.

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Compensation to the General Partner and Other Compensation by US12NG

Expenses Paid by US12NG Through September 30, 2010 in Dollar Terms: