UNITED STATES COMMODITY FUNDS LLC
CODE OF BUSINESS
CONDUCT AND ETHICS
TABLE OF CONTENTS
|Purpose of the Code
|Conflicts of Interest
|Protection and Proper Use of Company Assets
|Compliance with Applicable Laws, Rules and Regulations
|Equal Opportunity, Harassment
|Accuracy of Company Records
|Retaining Business Communications
|Intellectual Property Information
|Internet and E-Mail Policy
|Reporting Violations and Complaint Handling
|Shareholder Complaint Handling
|Sanctions for Code Violations
|Ethics Training Policy
CODE OF BUSINESS CONDUCT AND ETHICS
Ethics are important to United States Commodity
Funds LLC (the “Company” or “USCF”) and to each member of our management, our investment professionals,
and our employees. The Company is committed to the highest ethical standards and to conducting business with the highest level
of integrity. The following sets forth the Tenth Amended Code of Conduct and Ethics policy of the Company, adopted on March 1,
2006, last amended on March 19, 2015.
All officers, directors and employees of
the Company are responsible for maintaining this level of integrity and for complying with the policies contained in this Code.
If you have a question or concern about what is proper conduct for you or anyone else, please raise these concerns with any member
of management, or follow the procedures outlined this Code.
Purpose of the Code
This Code is intended to:
|·||help you recognize
ethical issues and take the appropriate steps to resolve these issues;|
in reporting any unethical or illegal conduct; and|
promote our commitment to a corporate culture that values honesty and accountability.|
All employees, as a condition of employment
or continued employment, will acknowledge in writing that they have received a copy of this Code, read it, and understand that
the Code contains our expectations regarding their conduct.
Finally, you should know that this Code
is designed to satisfy the standards contained in the Federal Sentencing Guidelines for Organizations published by the U.S. Department
of Justice. U.S. federal courts are bound to apply the Federal Sentencing Guidelines for Organizations when sentencing companies
convicted of federal offenses arising from the illegal acts of one or more employees. The Federal Sentencing Guidelines for Organizations
provide for substantial leniency in sentencing of a company from otherwise severe mandatory penalties, where the company had in
effect an adequate compliance program at the time of the illegal activity.
Conflicts of Interest
You must avoid any conflict, or the appearance
of a conflict, between your personal interests and our interests. A conflict exists when your personal interest in any way interferes
with our interests, or when you take any action or have any interest that may make it difficult for you to perform your job objectively
and effectively. For example, a conflict of interest probably exists if:
|·||you cause us
to enter into business relationships with you or a member of your family, or invest in
companies affiliated with you or a member of your family;|
|·||you use for
your personal gain, or the gain of a member of your family, any nonpublic information
(i) about us, (ii) our affiliates, (iii) our service providers, (iv) our other business
partners, (v) the statutory trust for which the Company acts as sponsor, United States
Commodity Index Funds Trust (the “Index Funds Trust”), and each series therein
and (vi) each of the funds for which the Company serves as general partner or for which
the Company serves as sponsor, (each a “Fund” and together the “Funds”);
|·||you use or
communicate confidential information obtained in the course of your work for your or
another’s personal benefit.|
Each of us has a duty to advance the legitimate
interests of the Company when the opportunity to do so presents itself. Therefore, you may not:
|·||take for yourself
personally opportunities, including investment opportunities, discovered through the
use of your position with us, or through the use of our property or information;|
|·||use our property,
information, or position for your personal gain or the gain of a family member; or|
prepare to compete, with us.|
We are committed to a policy of full, fair,
accurate, timely, and understandable disclosure to shareholders of all material information regarding our business. This policy
extends to our filings with the Securities and Exchange Commission (“SEC”) and to all other public communications.
All individuals involved in our SEC reporting process and in preparing and making public communications regarding our business
must take all reasonable steps to comply with this policy.
You must not disclose confidential information
regarding the Company, our service providers, the Index Funds Trust, the Funds or our affiliates, unless disclosure is authorized
or required by law. Confidential information includes all non-public information that might be harmful to, or useful to the competitors
of, the Company, the Index Funds Trust, any Fund, our affiliates, our service providers, or our other business partners.
You must endeavor to deal fairly with companies
or individuals with whom we do business or come into contact, including fellow employees of the Company and our competitors. You
must not take unfair advantage of these or other parties by means of:
|·||abuse of privileged
of material facts; or|
|·||any other unfair-dealing
Protection and Proper Use of Company
Our assets are to be used only for legitimate
business purposes. You should protect our assets and ensure that they are used efficiently.
Incidental personal use of telephones,
fax machines, copy machines, personal computers and similar equipment is generally allowed if there is no significant added cost
to us, it does not interfere with your work duties, and is not related to an illegal activity or to any outside business.
Compliance with Applicable Laws,
Rules and Regulations
Each of us has a duty to comply with all
laws, rules and regulations that apply to our business. Highlighted below are some of the key compliance guidelines that must
trading. It is against the law to buy or sell securities using material information
that is not available to the public. Individuals who give this “inside” information
to others may be liable to the same extent as the individuals who trade while in possession
of such information. You must not trade the shares of any Fund, or the securities of
our affiliates, our service providers, or any of our other business partners while in
the possession of “inside” information.|
In order to prevent conflicts of interest from occurring
where USCF or its officers, directors, principals or employees could give preferential treatment to their own trading accounts
or trade their accounts ahead of or against any of the Funds, USCF and its officers, directors, principals and employees are each
prohibited from trading futures contracts or other commodity interests in which any of the Funds invests.
protections. It is against the law to discharge, demote, suspend, threaten, harass,
or discriminate in any manner against an employee who provides information or otherwise
assists in investigations or proceedings relating to violations of federal securities
laws or other federal laws prohibiting fraud against shareholders. You must not discriminate
in any way against an employee who engages in these “whistleblower” activities.|
Retention. You must adhere to appropriate procedures governing the retention and
destruction of records consistent with applicable laws, regulations and our policies.
You may not destroy, alter or falsify any document that may be relevant to a threatened
or pending lawsuit or governmental investigation.|
Please talk to any member of management
if you have any questions about how to comply with the above regulations and other laws, rules and regulations.
Equal Opportunity, Harassment
We are committed to providing equal opportunity
in all of our employment practices including selection, hiring, promotion, transfer, and compensation of all qualified applicants
and employees without regard to race, color, sex, religion, age, national origin, disability, political affiliation or belief,
citizenship, sexual orientation or transgender status, or any other status protected by law. With this in mind, there are certain
behaviors that will not be tolerated. These include harassment, violence, intimidation, and discrimination of any kind.
Accuracy of Company Records
We require honest and accurate recording
and reporting of information in order to make responsible business decisions. This includes such data as quality, safety, and
personnel records, as well as financial records.
All financial books, records and accounts
must accurately reflect transactions and events, and conform both to required accounting principles and to our system of internal
controls. No false or artificial entries may be made.
Retaining Business Communications
The law requires us to maintain certain
types of corporate records, usually for specified periods of time. Failure to retain those records for those minimum periods could
subject us to penalties and fines, cause the loss of rights, obstruct justice, place us in contempt of court, or seriously disadvantage
us in litigation.
From time to time we establish retention
or destruction policies in order to ensure legal compliance. We expect you to fully comply with any published records retention
or destruction policies, provided that you should note the following exception: If you believe, or we inform you, that our records
are relevant to any litigation or governmental action, or any potential litigation or action, then you must preserve those records
until we determine the records are no longer needed. This exception supersedes any previously or subsequently established destruction
policies for those records. If you believe that this exception may apply, or have any questions regarding the possible applicability
of that exception, please contact our Chief Compliance Officer (the “Chief Compliance Officer”).
No funds of the Company or of any Funds
may be given directly to political candidates. You may, however, engage in political activity with your own resources on your
We must speak with a unified voice in all
dealings with the press and other media. As a result, the President and CEO is the sole contact for media seeking information
about the Company, the Index Funds Trust or any Fund. Any requests from the media must be referred to him, unless another individual(s)
is so authorized by the President and CEO. In the event the President and CEO and other authorized individual(s) are not available,
clearance must be obtained through the Chief Compliance Officer.
the Funds and the Index Funds Trust produce limited promotional material, which includes websites and a fact-sheet for each of
the Funds. All promotional material developed by USCF, the Funds, including material posted on a website or printed on a fact-sheet,
is reviewed for accuracy and approved prior to its public release by USCF’s counsel to ensure its compliance with
the relevant requirements of the SEC, the Financial Industry Regulatory Authority (“FINRA”), the National Futures
Association (“NFA”) and the Commodity Futures Trading Commission (“CFTC”), and any other applicable regulatory
addition to procedures intended to safeguard against a Fund fact-sheet being misleading or deceptive, it is a USCF policy that
Fund fact-sheets may only be distributed to the public when accompanied by the current applicable Fund prospectus.
noted above, all content to be included on a Fund website is reviewed and approved by USCF’s counsel prior to publication
of such content on such website. A review of website information is performed each time new information placed on the website
would lead to a substantively new version of the web page. The review and approval of website material is documented by the supervisor
in charge of such review.
does not allow the use of personal websites by its employees or agents for the solicitation of business to any of the Funds.
or its service providers, maintains the supporting documentation for all statements, claims and performance results referenced
in promotional material prepared by or on behalf of the Funds.
Intellectual Property Information
Information generated in our business is
a valuable asset. Protecting this information plays an important role in our growth and ability to compete. Such information includes
business and research plans; objectives and strategies; trade secrets; unpublished financial information; salary and benefits
data; and business partner lists. Employees who have access to our intellectual property information are obligated to safeguard
it from unauthorized access and must:
this information to persons outside of the Company;|
|·||Not use this
information for personal benefit or the benefit of persons outside of the Company; and|
|·||Not share this
information with other employees except on a legitimate “need to know” basis.|
Internet and E-mail Policy
We may provide an e-mail system and Internet
access to certain of our employees to help them do their work. You may use the e-mail system and the Internet only for legitimate
business purposes in the course of your duties. Incidental and occasional personal use is permitted, but never for personal gain
or any improper use. Further, you are prohibited from discussing or posting information regarding the Company, the Index Funds
Trust or any of the Funds in any external electronic forum, including Internet chat rooms or electronic bulletin boards.
employees engaged in the transmission of futures-related e-mails will be monitored periodically to ensure the accuracy of the
information contained in such emails. Review of such emails is performed by ALPS, as principal to registered representatives on
an annual basis. Review may also be undertaken by the Chief Compliance Officer and Counsel. This type of review is performed in
conformity with NFA and FINRA guidance on e-mail review, in consideration of the fact that USCF generally communicates with institutional
or relatively sophisticated clients, while USCF’s marketing agent handles most communication with the general public.
Reporting Violations and Internal
You are responsible for compliance with
the rules, standards and principles described in this Code. In addition, you should be alert to possible violations
of the Code by the Company’s employees, officers and directors, and you are expected to report a violation promptly.
Normally, reports should be made to one’s immediate supervisor. Under some circumstances, it may be impractical or you may
feel uncomfortable raising a matter with your supervisor. In those instances, you are encouraged to contact our Chief Compliance
Officer or General Counsel who will investigate and report the matter to the Board of Directors, as the circumstance dictates.
You will also be expected to cooperate in an investigation of a violation.
Anyone who has a concern about our conduct,
the conduct of an officer of the Company or our accounting, internal accounting controls or auditing matters, may communicate
that concern to the Chief Compliance Officer or to the Audit Committee of the Board of Directors by direct communication with
our Chairman of the Audit Committee or by e-mail or in writing. In addition, anyone who has a concern specifically about the Funds,
may communicate that concern to the Chief Compliance Officer or to the Audit Committee. All reported concerns shall be forwarded
to the Chief Compliance Officer or the Audit Committee, as applicable, in the same way that other concerns are addressed by us.
The status of all outstanding concerns forwarded to the Audit Committee or the Chief Compliance Officer will be reported on a
quarterly basis by our Chairman of the Audit Committee or Chief Compliance Officer, as applicable. The Audit Committee
or Chief Compliance Officer, as applicable, may direct that certain matters be presented to the full Board of Directors and may
also direct special treatment, including the retention of outside advisors or counsel, for any concern reported to it.
All reports will be investigated and whenever
possible, requests for confidentiality shall be honored. And, while anonymous reports will be accepted, please understand that
anonymity may hinder or impede the investigation of a report. All cases of questionable activity or improper actions will be reviewed
for appropriate action, discipline or corrective actions. Whenever possible, we will keep confidential the identity of employees,
officers or directors who are accused of violations, unless or
until it has been determined that a violation has occurred.
There will be no reprisal, retaliation
or adverse action taken against any employee who, in good faith, reports or assists in the investigation of, a violation or suspected
violation, or who makes an inquiry about the appropriateness of an anticipated or actual course of action.
concerns about the conduct of the Company, or any Fund, the conduct of an officer of the Company, or about accounting,
internal accounting controls or auditing matters of the Company, or any Fund, you may use the following means of communication:
If to the Chief Compliance Officer:
||Chief Compliance Officer|
||1999 Harrison Street, Suite 1530|
||Oakland CA 94612|
If to the Chairman of the Audit Committee:
||Audit Committee of the Board of Directors|
||Malcolm R. Fobes III, Chairman of the Audit Committee|
||475 Milan Drive #103|
||San Jose CA 95134-2453|
from shareholders of a Fund may raise compliance issues that need to be addressed in an expeditious manner. All complaints received
by any associated person of USCF or any Fund are to be forwarded to the Chief Compliance Officer. Associated persons have been
instructed to forward to the Chief Compliance Officer any oral questions that cannot be readily addressed so that such questions
can be treated as complaints if the Chief Compliance Officer deems necessary. It is the general policy of USCF, and the Funds
to answer all complaints. A discussion of any complaints received will be an agenda item at each quarterly meeting of the Board
of Directors of USCF.
Chief Compliance Officer’s duties with respect to shareholder complaints include: (1) maintaining a log that documents all
complaints, (2) investigating complaints as needed, (3) making a recommendation for resolution of all complaints received, and
(4) instituting any necessary changes to policies and procedures in connection with or in response to complaints. USCF maintains
records of all written complaints that are received by any party in connection with the Funds, as well as records relating to
the resolution of such complaints.
light of the responsibilities placed on USCF’s marketing agent, it is likely that the marketing agent will also receive
complaints from shareholders from time to time. The marketing agent will address these complaints pursuant to its own procedures,
but notice of such complaints will be forwarded to the Chief Compliance Officer to be documented in the complaint log.
marketing agent will be responsible for addressing any complaints that it receives pursuant to the marketing agent’s own
procedures and will forward notice of material complaints to the Chief Compliance Officer. The Chief Compliance Officer must follow
the complaint handling procedures described below:
||Chief Compliance Officer |
complaints received by associated persons of USCF or any Fund
information on complaints forwarded by the marketing agent to see if they have been appropriately dealt with or if there
is anything further that needs to be done to resolve the complaint
a resolution and any necessary changes to policies or procedures
complaints in materials for the Board of Directors
a complaint log for outstanding complaints, that includes at a minimum: (1) the identity of the complaining person, (2)
the date the complaint was received, and (3) a brief description of the nature of the complaint
a complaint file, that includes a copy of: (1) each complaint, (2) all correspondence relating to each complaint, and
(3) information gathered in the course of the investigation of each complaint
for review by the Board of Directors
complaints as received
of oral complaints
relating to investigations of complaints
and file memos documenting rationale for nature of response
of complaints also to be maintained in the file of materials provided to the Board of Directors
||Six (6) years, the first two (2) years in an easily accessible place|
Sanctions for Code Violations
All violations of the Code will result
in appropriate corrective action, up to and including dismissal. If the violation involves potentially criminal activity, the
individual or individuals in question will be reported, as warranted, to the appropriate authorities.
All of the officers, directors, and employees
are subject to this Code. Any waiver of this Code for an executive officer or director of the Company may only be made by the
Board of Directors or the Audit Committee. Any waiver of the Code for an officer or member of our Boards of Directors must be
promptly disclosed to shareholders.
Chief Compliance Officer of USCF is responsible for overseeing our ethics training program. The Chief Compliance Officer of USCF
conducts an annual review of USCF’s ethics training policy and will require ethics training on an as needed basis.
States Commodity Funds LLC
Harrison Street, Suite 1530
Code of Business Conduct and Ethics
This acknowledgment is to be signed
and returned to our Chief Compliance Officer, Carolyn M. Yu.
I have received a copy of the United States
Commodity Funds LLC’s Code of Business Conduct and Ethics (the “Code”), read it, and understand that the Code
contains the expectations, conduct policies and practices of the United States Commodity Funds LLC. I also understand that the
Code is issued for informational purposes and that it is not intended to create, nor does it represent, a contract of employment.
The failure to read and/or sign this acknowledgment in no
way relieves you of your responsibility to comply with United States Commodity Funds LLC’s Code of Business Conduct and
Acknowledgement Revised April 14, 2014